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18-030 Alta Planning + Design, Union Pacific Railroad Trail Feasibility StudyCITY OF
a DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE)
WITH ALTA PLANNING+ DESIGN, INC.
CUPERTINO
1. PARTIES
This Agreement is made and entered into as of_F_e_b_ru_a_ry~2_8~,_2_0_1_8 ____________ _
("Effective Date"), by and between the City of Cupertino , a municipal corporation ("City"), and
Alta Planning + Design, Inc. ("Consultant"),
a Corporation for the Union Pacific Railroad Trail Feasibility Study
______________________________ ("Project").
2. SERVICES
2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set
forth in detail in the Scope of Services, attached here and incorporated as Exhibit A , and as further
specified in Consultant 's written Proposal as approved by City , except for any provision in the
Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto , or as
otherwise expressly rejected by City.
2.2 Additional Services. City may request at any time during the Contract Time that Consultant
provide additional services for the Project, which are not already encompassed , expressly or implicitly,
in the Agreement, the Scope of Services , or the Proposal ("Additional Services "). Additional Services
must be authorized in writing by City and Consultant will not be paid for unauthorized Additional
Services rendered. Additional Services are subject to all the provisions applicable to Basic Services ,
except and only to the extent otherwise specified by City in writing.
All references to "Services " in the Agreement include Basic Services and Additional Services , unless
otherwise stated in w1iting . The Services may be divided into separate sequential tasks , as further
specified in this Agreement, the Scope of Services , and Consultant's Proposal.
Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must
promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or
mitigate any delay, liability, and costs resulting from its errors or omissions .
3. TIME OF PERFORMANCE
3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2019
unless tenninated earlier as provided herein ("Contract Time").
3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit
B, Schedule of Perfonnance, attached and incorporated here. Consultant must promptly notify City of
any actual or potential delay in providing the Services as scheduled to afford the Parties adequate
opportunity to address or mitigate delays. If the Services are divided by tasks , Consultant must begin
work on each separate task upon receiving City 's Notice to Proceed ("NTO"), and must complete each
task within the time specified in Exhibit B .
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3.3 Time is of the essence for the performance of all the Services . Consultant must have sufficient
time , resources, and qualified staff to deliver the Services on time.
4. COMPENSATION
4.1 Maximum Compensation. City will pay Consultant for satisfactory perfonnance of the Basic
Services and Additional Services , if approved, a cumulative total amount that will be capped so as not
to exceed $259,889.00 ("Contract Price"), as specified in Exhibit C, Compensation, attached
and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in
place even if Consultant's actual costs exceed the capped amount. No extra work or payment is
permitted in excess of the Contract Price.
4.2 Basic Services. City will pay Consultant$ 211 080.00 ("Lump Sum Price") for
the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The
Lump Sum Price is inclusive of all time and expenses , including, but not limited to , subConsultant's
costs, materials , supplies, equipment, travel , taxes, overhead and profit. If the Basic Services are not
fully completed , Consultant will be compensated a percentage of the Lump Sum Price proportionate
to the percentage of Basic Services that were completed to City 's reasonable satisfaction.
4.3 Additional Services. City has the discretion , but not the obligation, to authorize Additional
Services up to an amount not to exceed$ 48 ,809 .00 . Additional Services provided to City 's
reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in
accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If
paid on an hourly basis , Consultant will be compensated for actual costs only of normal business
expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Consultant will not
be entitled to reimbursement for copying, printing, faxes , telephone charges, employee overtime, or
travel to City offices or to the Project site.
4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the
amount due for the preceding month. City will pay Consultant within 30 days following receipt of a
properly submitted and approved invoice for Services . The invoice must separately itemize and
provide subtotals for Basic Services and Additional Services , and must state the percentage of
completion for each task , as specified in Exhibit C. City will notify Consultant in writing of any
disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is
unresolved , City will pay Consultant only for the undisputed portion of the Services. Disputed amounts
shall be subject to the Dispute Resolution provision of this Agreement.
a. Time and Expenses. For Additional Services provided on an hourly basis , each invoice
must also include, for each day of Services provided: (i) name and title of each person
providing Services ; (ii) a succinct summary of the Services perfonned by each person ; (iii)
the time spent per person , in 30 minute increments; (iv) the hourly billing rate or Sub-
Consultant charge and payment due ; and (v) an itemized list with amounts and explanation
for all pennitted reimbursable expenses.
City Project Union Pa cific Railroad Trail Feasibili ty Study
Desig n Professional Agreement (s in g le) /Rev. Dec. 2017
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b. Rates and Receipts. All hourly rates and reimbursable expenses must confonn to the City-
approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time.
Each invoice must attach legible, dated receipts for Reimbursable Expenses.
5. INDEPENDENT CONTRACTOR
5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture
of the City. Consultant is solely responsible for the means and methods of performing the Services and
shall exercise full control over the employment, direction , compensation and discharge of all persons
assisting Consultant in perfo1ming the Services. Consultant is not entitled to health benefits , worker 's
compensation, retirement, or any City benefit.
5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its
subConsultants that they have the qualifications and skills to perform the Services in a competent and
professional manner, as exercised by design professionals performing similar services in the San
Francisco Bay Area. Services may only be performed by qualified and experienced personnel or
subconsultants who are not employed by City and do not have any contractual relationship with City
excepting this Agreement. All Services must be performed as specified to City 's reasonable satisfaction.
5.3 Permits and Licenses. Consultant warrants on behalf of itself and any subConsultants that they
are properly licensed , registered, and/or certified to perform the Services , as required b y law , and that
they have procured a valid City Business License.
5.4 SubConsultants. Unless prior written approval from City is obtained , onl y Consultant 's
employees and subConsultants whose names are included in this Agreement and incorporated Exhibits
may prov ide Services under this Agreement. Consultant must require all subConsultants to furnish
proof of insurance for workers ' compensation , commercial liability, auto , and professional liability in
reasonable conformity to the insurance required of Consultant. The terms and conditions of this
Agreement shall be binding on all subConsultants relative to the portion of their work.
5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all tools,
mate1ials and equipment required to perfonn the Services under this Agreement.
5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this
Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City
for any violations pursuant to the indemnity provision of this Agreement.
5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those
of its SubConsultants , and must take prompt measures to avoid, mitigate, and correct them at its sole
expense.
6. PROPRIETARY/CONFIDENTIAL INFORMATION
During the Contract Time Consultant may hav e access to private or confidential information owned or
controlled by the City, which may contain proprietary or confidential details , the disclosure of which to
third p arties may be damaging to City. Consultant shall hold in confidence all City information and use
City Proj ect Union Pacific Ra ilro ad Tra il Feas ibility Stu dy
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it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City
information as a reasonably prudent Consultant would use to protect its own proprietary data.
7. OWNERSHIP OF MATERIALS
7.1 Property Rights. Subject to City meeting its payment obligations for the Services , any interest
(including copyright interests) of Consultant in any product, memoranda, study, report, map , plan,
drawing, specification, data, record, document, or other information or work , in any medium, prepared
by Consultant under this Agreement ("Work Product"), will be the exclusive property of the City and
shall not be shown to a third-party without prior written approval by City
7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all copyrights to the Work
Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work
Product shall constitute City property. If it is determined under federal law that the Work Product is
not "works for hire ", Consultant and SubConsultants hereby assign to City all copyrights to the Work
Product when and as created. Consultant may retain copyrights to its standard details , but hereby
grants City a perpetual , non-exclusive license to use such details.
7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized
use of any third party intellectual property, including but not limited to patented, trademarked, or
copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement.
7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may
use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of
the following , but Consultant shall not be responsible or liable for City 's re-use of Work Product:
(a) For work related to the original Seryices for which Consultant was hired ;
(b) To complete the original Services with City personnel, agents or other Consultants;
(c) To make subsequent additions to the original Services; and /or
(d) For other City projects.
7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of
the Deliverables required under this Agreement, which shall be provided to City on recycled paper and
copied on both sides , except for one single-sided original. Large-scale architectural plans and similar
items must be in CAD and PDF formats , and unless otherwise specified, other documents must be in
Microsoft Office applications and PDF formats.
8. RECORDS
8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the
Services and Compensation, in accordance with generally accepted accounting principles and
procedures. The records must include detailed information about Consultant's performance,
benchmarks and deliverables. The records and supporting documents must be kept separate from other
files and maintained for a period of four years from the date of City 's final payment.
8.2 Consultant will provide City full access to Consultant's books and records for review and audit ,
to make transcripts or copies , and to conduct a preliminary examination of all the work, data,
documents , proceedings , and activities related to this Agreement. If a supplemental examination or
City Project Union Pacific Railroad Tra il Feas ibility Stu dy
Des ig n Profess ional Agreement (si ng le) /Rev. Dec. 2017
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audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a
contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the
costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided
access to records of reimbursable expenses and the instruments of service/deliverables for review and
audit. This Section survives the expiration/termination of this Agreement.
9. ASSIGNMENT
Consultant shall not assign , sublease, hypothecate, or transfer this Agreement, or any interest therein,
directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any
attempt to do so will be null and void. Any changes related to the financial control or business nature
of Consultant as a legal entity will be considered an Assigrunent subject to City approval, which shall
not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting
power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees.
10. PUBLICITY/ SIGNS
Any publicity generated by Consultant for the project under this Agreement, during the term of this
Agreement and for one year thereafter, will reference the City 's contributions in making the project
possible. The words "City of Cupertino " will be displayed in all pieces of publicity , including flyers,
press releases , posters , brochures , public service announcements , interviews and newspaper articles.
No signs may be posted, exhibited or displayed on or about City property, except signage required by
law or this Agreement, without p1ior written approval from the City.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law and except for losses caused by the sole or active
negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold
harmless the City, its City Council , boards and commissions , officers , officials, employees, agents ,
servants , volunteers and consultants ( collectively , "Indemnitees "), as follows:
a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the
Services performed in connection with the Agreement, Consultant shall indemnify, defend , and hold
hannless Indemnitees from and against any and all liability, claims, actions, causes of action, demands
or charges whatsoever against any Indemnitee, including any injury to or death of any person or
damage to property or other liability of any nature ( collectively , "Liability"), that arise out of, pertain
to , or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, officials ,
employees , agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees
for legal counsel of City 's choice , expert fees , and all other costs and fees of litigation. In addition to
its indemnity obligations , Design Professional will provide its immediate and active cooperation and
assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such
Liability.
b. Claims Involving Intellectual Property. Consultant shall indemnify, defend , and hold
harmless Indemnitees from and against any claim involving intellectual property, infringement or
violation of a United States patent right or copyright, trade secret, trademark, or service mark or other
proprietary or intellectual property rights , which arises out of, pertains to , or relates to Consultant 's
City Project Un ion Pacific Railroa d Trail Feasibility Study
Design Professional Agreement (si ng le) /Rev. Dec . 20 1 7
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negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable
attorney fees for legal counsel of City 's choice , expe1i fees and all other costs and fees oflitigation.
c. Claims for Other Liability. For all other liabilities not included in provisions "b" and
"c" above , Consultant shall indemnify , defend , and hold hannless the Indemnitees against any and all
liability, claims , actions, causes of action or demands whatsoever, including any injury to or death of
any person or damage to property, or other liability of any nature arising out of, pe1iaining to , or
relating to the perfonnance of this Agreement by Design Professional , its employees , officers ,
officials , agents or subconsultants , including liability based on breach of contract, obligations, or
warranties, or any unauthorized use or disclosure of City 's confidential and proprietary information.
11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit
arising out of this Agreement. Consultant 's duties herein are not limited to or subject to the Contract
Price , to Workers ' Compensation claims , or to the Insurance or Bond limits and provisions. Nothing in
this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant
against any Indemnitee.
11.3 If this Agreement is entered into or amended on or after January 1, 2018 , Consultant's duty to
pay for any oflndemnitees ' defense related costs will be limited to its proportionate share of fault , as
detennined by final decision by a court of competent jmisdiction, subject to any applicable exceptions
in Civil Code section 2782 .8.
11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related
to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel
acceptable to City, expert fees , and all other costs and expenses related to a claim or counterclaim , a
purchase order, another transaction, litigation, or dispute resolution. Without waiving any 1ights, City
may deduct money from Consultant 's payments to cover moneys due to City. Section 11 survives
expiration or tennination of this Agreement.
12. INSURANCE
On or before the Contract Time commences, Consultant shall furnish City with proof of compliance
with City Insurance Requirements , attached and incorporated here as Exhibit D. City will not execute
the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory
certificates of insurance and endorsements evidencing the type, amount, class of operations covered,
and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or
in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to
Consultant.
13. COMPLIANCE WITH LAWS
13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this
Agreement. Consultant will promptly notify City of changes in the law or other conditions that may
affect the Project or Consultant 's ability to perform. Consultant is responsible for verifying the
employment authorization of employees perfonning the Services , as required by the Immigration
Reform and Control Act, or other federal or state law, rule or regulation.
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13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the
Services include a "public works " component, Consultant must comply with prevailing wage laws
under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must
comply with City 's Labor Compliance Program and with state labor laws pertaining to working days ,
overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or
more , Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5 .
13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed,
color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex,
gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any
other protected classification. Consultant shall comply with all anti-discrimination laws, including
Government Code Section 12900 and 11135 , and Labor Code Section. 1735, 1777 and 3077 .5.
Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by
Consultant or any of its subConsultants toward a job applicant , an employee, a City employee, or any
other person is strictly prohibited .
13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations
applicable to this Agreement and must avoid any conflict of interest. Consultant wan-ants that no
public official, employee, or member of a City board or commission who might have been involved in
the making of this Agreement, has or will receive a direct or indirect financial interest in this
Agreement in violation of California Government Code Section 1090 et seq. Consultant may be
required to file a conflict of interest form if Consultant makes certain governmental decisions or serves
in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws.
Services may only be performed by persons who are not employed by City and who do not have any
contractual relationship with City, with the exception of this Agreement. Consultant is familiar with
and agrees to abide by the City 's rules governing gifts to public officials and employees .
13.5 Remedies. A violation of this Section constitutes a material breach and may result in City
suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its
rights and remedies under law and this Agreement, including the right to seek indemnification under
Section 11 . Consultant agrees to indemnify, defend, and hold City hannless from and against any loss ,
liability, and expenses arising from noncompliance with this Section.
14. PROJECT COORDINATION
14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will
be Chris Con-ao , who shall have the auth01ity to manage this Agreement
and oversee the progress and perfonnance of the Services . City in its sole discretion may substitute
another Project Manager at any time and will advise Consultant ofthe new representative.
14.2 Consultant Project Manager. Subject to City 's reasonable approval , Consultant 's Project
Manager for all purposes under this Agreement will be _H_e_a_th_e_r_D_eu_t_s_ch __________ _
who shall be the single representative for Consultant with the authority to manage compliance with this
Agreement and oversee the progress and performance of the Services. This includes responsibility for
coordinating and scheduling the Services in accordance with City instructions, service orders , and the
Schedule of Performance, and providing regular updates to the City's Project Manager on the Project
status , progress , and any delays. City written approval is required prior to Consultant substituting a
new Project Manager, which shall result in no additional costs to City or Project delays .
Cily Project Union Pacific Railro ad Trail Feasibility Sludy
Desig n Professional Agreemen/ (sing le) /Rev. Dec. 20 17
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15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant.
Consultant will be compensated for satisfactory Services performed through the date of abandonment
and will be given reasonable time to assemble the work and close out the Services . No close out work
shall be conducted without City reasonable approval of closure costs, which may not exceed ten
percent (10%) of the total time expended to the date of abandomnent. All charges including job closure
costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of
Consultant's final invoice reasonably approved by the City.
16. TERMINATION
City may terminate this Agreement for cause or without cause at any time, following reasonable
written notice to Consultant at least thirty (30) calendar days prior to the termination date . Consultant
will be paid for satisfactory Services rendered through the date of termination, but final payment will
not be made until Consultant closes out the Services and delivers all Work Product to City. All charges
approved by City including job closure costs will be paid within 30 days of Consultant's final invoice.
17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California, excepting any choice of law rules
which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this
Agreement must be filed with the Superior Co~rt for the County of Santa Clara, State of California.
Consultant must comply with the claims filing requirements under the Govermnent Code prior to filing
a civil action in court against City. The Agreement and obligations of the parties are subject to all valid
laws, orders , rules, and regulations of the authorities having jurisdiction over this Agreement ( or the
successors of those authorities). If a dispute arises, Consultant must continue to provide the Services
pending resolution of the dispute. If the Parties elect arbitration, the arbitrator 's award must be
supported by law and substantial evidence and include detailed written findings of law and fact.
18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration , appeal or other
proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party
will be entitled to reasonable attorney fees and costs. This Section survives the expiration/tennination
of this Agreement.
19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.
20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract
provision. City 's waiver of any breach shall not be deemed to constitute waiver of another term,
provision, covenant or condition, or a subsequent breach, whether of the same or a different character.
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21. ENTIRE AGREEMENT
This Agreement and all its Sections represent the full and complete understanding of the Parties , of
every kind or nature, and supersedes any and all other agreements and understandings , either oral or
written , between them. Any modification of this Agreement will be effective only if in writing and
signed by each Pai1y 's authorized representative. No verbal agreement or implied covenant will be
valid to amend or abridge this Agreement. If there is any inconsistency between this main Agreement
and the attachments or exhibits thereto , the text of the main Agreement shall prevail.
22. INSERTED PROVISIONS
Each contractual provision or clause that may be required by law is deemed to be included and will be
inferred in this Agreement. Either party may request an amendment to cure any mistaken inse11ion or
omission of a required provision .
23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in no
way affect , limit, or amplify the tenns or provisions of this Agreement.
24. SEVERABILITY /PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found by the
court to b e void , invalid, illegal or unenforceable, such tenn or provision shall remain in force and
effect to the extent allowed by such ruling. All other tenns and provisions of this Agreement or their
application to specific situations shall remain in full force and effect.
25. SURVIVAL
All provisions which by their nature must continue after the Agreement ends, including without
limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full
force and effect.
26. NOTICES
All notices , requests and approvals must be sent to the persons below in writing to the persons below ,
and will be considered effective on the date of personal delivery, the delivery date confinned by a
reputable overnight delivery service , on the fifth calendar day after deposit in the United States Mail,
postage prepaid , registered or certified , or the next business day following electronic submission:
To City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: Chri s Corrao
Email: chrisc@cupertino .org
City Project Union Pacific Railro ad Tr ail Feasibility Stu dy
To Consultant: Alta Planning + Desig n , Inc .
711 SE Grand Ave.
Portland OR 97214
Attention: Contract Administrator
Email: contracts@altaplanning.com
Desig n Prof essiona l Agreement (s in g le) /Rev. Dec. 2017
Page 9 of 10
27. VALIDITY OF CONTRACT
This Agreement is valid and enforceable only if it complies with the contract provisions of Cupe1iino
Municipal Code Chapters 3.22 and 3.23 , is signed by the City Manager or authorized designee , and is
approved for f01m by the City Attorney 's Office .
28. EXECUTION
The person executing this Agreement on behalf of Consultant represents and warrants that Consultant
has the right, power, and authority to enter into this Agreement and carry out all actions herein, and
that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of
Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original
and all of which, taken together, constitute a single binding instrument.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective
Date stated earlier in this Agreement.
CONSULTANT
Alta Planni g + Design, Inc.,
a Californ·
By ~~~=====::::::::~-
N ame Greg Maher
/
Title Vice President, as duly authorized
Date -----------
Tax 1.D. No.: 68-0465555 -------
Cupertino City Attorney
ATTEST:
GRACE SCHMIDT
City Clerk
CITY OF CUPERTINO
Name Timm Borden
Title Director of Public Works
Date '3 /~ft cJ
I I
Ci ty Proj ec t Union Pa cific Railroad Trail Feas ibility Study
Desig n P rofessional Agreement (s in g le) /Rev. Dec. 20 I 7
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Exhibit A -Scope of Services
Scope of Work
Task 1. Initiation and Project Management
Alta will review the existing resource documents that contain information related to the UPRR Trail
Feasibility Study and the City of Cupertino 's policies regarding trails . These documents include :
• Cupertino General Plan : Community Vision 2015-2040
• City of Cupertino 2016 Bicycle Transportation Plan
• Union Pacific Rail Trail Feasibility Study (October 15 , 2001)
• Joint City Coordinated Stevens Creek Trail Feasibility Study (September 2015)
• Santa Clara County Countywide Trails Master Plan Update (November 14 , 1995)
• Countywide Trails Prioritization and Gaps Analysis (March 17, 2015)
• VTA Bikeways Map D -Cupertino, Campbell , Saratoga and Los Gatos (May 2016)
• Alta will also review with the various agency standards and guidelines for developing trail design
concepts that may apply to this project and shall provide a list of documents this project will need
to adhere to . These standards and guidelines include :
• 1999 Santa Clara County lnterjurisdict ional Trail Design , Use and Management Guidelines
• 2005 Santa Clara County Parks and Recreation Department Trail Maintenance Manual
• 2006 Santa Clara Valley Water District , Water Resources Protection Manual : Guidelines &
Standa rds for Land Use Near Streams
• 2012 California Department of Transportation Highway Design Manual : Chapter 1000 Bicycle
Transportation Design
• 2013 Architectural Barriers Act Accessibility Guidelines : Outdoor Developed Areas (and all
applicable latest ADA standards)
• VTA Bicycle Technical Guidelines , December 2012
Task 1 Deliverables :
• Applicable agency standards and guidelines list
Task 2. Identify Ownerships and Jurisdictions
TASK 2.1. COLLECTION OF OWNERSHIP DOCUMENTS
The Alta team will collect publicly available documents including Title reports , map ~, and other recorded
information that relates to properties within the vicinity of the proposed trail.
TASK 2.2. REVIEW OF OWNERSHIP DOCUMENTS
The Alta team will review available documents including Title reports , maps , and other recorded information
in order to determine owners of or in the vicinity to land proposed to be part of the trail.
TASK 2.3. IDENTIFY POTENTIAL IMPACTS AND CONSTRAINTS
Using the available documents related to ownership , the Alta team will identify potential impacts and/or
constraints that may exist including easements , exceptions , and other restrictions.
Task 2 Del iverables:
• T itle reports for key property owners along property trail corridor
• Record boundary map
• Stakeholders and agency contact list
Task 3. Conduct Field Reconnaissance and Existing Facilities
Inventory/ Analysis
Task 3.1. Data Collection and Base Mapping
The Alta team w ill create a series of comprehensive base maps for the project from available GIS and other
information such as existing exhibits , reports and mapping to create an interactive site driven series of base
maps for the project. Information contained on the base mapping will include :
• The foundation for the base mapping will be developed from publicly available high-resolu t ion aerial
imagery
• Right-of-way and property line data for the base mapping will be based on latest public available
data
• Planning level topography will be based on available LIDAR to be provided by the City and County
With the foundation base mapping completed , we will refine and complete a comprehensive inventory,
including but not lim ited to :
• Property ownership
• Zoning , land use , specific plan cons iderations as applicable
• On-street bicycle and pedestrian facilities and crossings
• Connections to other modes of transportat ion
• Roadway , railroad , creeks and wate rway crossings
• Bridges
• Trees (protected , native , and trees greater than or equal to 8-inches in diameter)
• Utilities (above and below ground)
• Drainage patterns
• Rights-of-way , easements , and encroachments
• Geological conditions
• Biological conditions
Alta will compile this information into an Existing Facilities Inventory Memorandum , wh ich will later be
incorporated into the draft feasibility study. Existing facilities graphics will be produced in ArcGIS and Adobe
Illustrator in 11 "x1 7" tabloid format at an easily readable scale (typically 1" = 200 ' with enlargements for
constrained areas). The Memorandum will include a Photograph Log of the corridor .
Task 3.2. Site Reconnaissance
Prior to our site visits , the Alta team will coordinate with Union Pacific Railroad (UPRR), as identified in
Task 7 .5, regarding anticipated trail work within the UPRR right-of-way and crossings under UPRR facilities .
We will bu ild on our recent experience work ing o n pathway/ra il crossing and encroachments for Sonoma
Marin A rea Ra il Transit (SMART) and the Cities of Mountain V iew and Davis to identify the type of work
and type of permits (crossing , encroachment or other) anticipated and review the concepts with UPRR
managers Kevin Yoder (Public Projects) or Peggy Ygbuhay (Special Projects) to identify significant issues
and potent ia l solutions .
The Alta team will perform site visits to observe existing field conditions, verify trail alignment feasibility ,
and gather pertinent data to be used during the opportunity and constraints analysis . All information that is
observed will be gathered and mapped based on opportunities for connectivity to existing trails and nearby
points of interest. Alta will also identify the constraints for the UPRR Trail development. These constraints
will include:
• Available land capacity
• Existing utilities
• Storm drainage infrastructure and drainage structure considerations
• Existing tree inventory
• Existing roadway conditions
• Existing underpasses and overpasses
• Retaining walls
• Biological resources
Alta will take a full inventory of all necessary roadway crossings, creek crossings , areas where structures
may be needed (bridges , overpasses , underpasses), areas where trail width may be constrained , and areas
in proximity to key infrastructure .
Task 3.3 . Opportunity and Constraints Analysis
Using the data collected and site reconnaissance information attained in Tasks 3.1 and 3.2, the Alta team
will perform an opportunity and constraints analysis for the project area . This analysis will be summarized
is an opportunity and constraints report and map .
Task 3 Deliverables:
• Draft existing facilities inventory and opportunity and constraints analysis and maps
• Final existing facilities inventory and opportunity and constraints analysis and maps
Task 4. Develop Trail Alignments and Feasibility Criteria
Using the data from Tasks 1-3 and getting feedback from the agency and local business meetings
discussed in Task 7.5 and Task 7.6, Alta will identity and develop trail alignment alternatives based on
criteria set by the project team for a feasibility trail design . The proposed trail alignment will be a north-
south alignment along the UPRR between the Hammond-Snyder Loop Trail and Saratoga-Sunnyvale
Road .
Task 4.1. Trail Feasibility Criteria
Alta will prepare illustrated des ign trail feasibility criteria specific to the anticipated users and settings
discussed in the 2016 City of Cupertino 2016 Bicycle Transportation Plan (2016 Plan). The guidelines will
reference applicable City , County, State, and Federal standards and policies , and will respond to the
opportunities and constraints identified in previous tasks . Illustrations will include typical and special trail
cross-sections and plan views , and design details . Alta literally "wrote the book " in the FHWA Rails-with-
Trails : Lessons Learned Federal Study on many aspects of trail design standards along active rail lines
both for accommodating different users , and for adapting to different trail settings such as :
• Trail types for specific users, and multi-use combinations
• Trails for specific environmental or land use settings
• Road and railroad crossings and adjacencies
• Trail parking and staging facilities -restrooms , rest areas , kiosks , and mapboards
• Fencing , gates , and styles
• Signage , including wayfinding, regulatory , and interpretive signs and elements
While developing the design criteria for the UPRR Channel corridor , Alta will take into account the following
design considerations as they relate to each alignment alternative:
• Adjust property/real estate and/or trail easement acquisition
• Overhead and underground utilities
• Intersection crossings
• Proximity to residences
• Proximity to railroad tracks
• Privacy considerations and solutions
• Access to nearby points of intersects
• Compliance with ADA requirements
• Safe connections with existing and planned bicycle and pedestrian facilities
• Safety of trail users and residents adjacent to the proposed trail , including during evening hours
• Policing and preventing unauthorized trail access during evening hours
• Emergency vehicle access
• Maintenance and management
• Construction cost
The Alta team will be work ing will affected property owners and develop a list of key stakeholders and
contact persons for use throughout the project. Agency Engagement meetings will be held early with UPRR ,
SCVWD , Santa Clara VTA , Caltrans , and PG&E to establish design criteria and project constraints . This
will be a crucial aspect in the process to understand the elements of design that will be allowed within each
agency jurisdiction .
The draft study will include an implementation and funding section with specific grant funding program
review and strategy for the recommended alignment. It w ill include a rev iew of the steps and documentation
anticipated for project planning, design, approval and implementation , anticipating the particular challenges
unique to the project type and location.
Task 4.2. Develop Trail Alignments Alternatives and Connection/Crossing Concept
Designs
Once the feasible design criteria have been set , Alta will develop trail alignment alternatives and crossing
concept designs. The trail alternatives will provide information and recommendations that include the
following :
• Feasible trail type
• Typical sections of the trail that includes width and surface treatments
• Sketches of design solutions at areas where the width is constrained
• Exhibits showing the facil ity widths and design elements that would meet the varying grantors and
design standards listed in Task 1
Where appropriate , Alta will also explore and provide alternatives for over , under, and at-grade intersection
crossings , on-street and at -grade alternatives for any seasonal underpasses , and short-term and long-term
solu ti ons that allow phased implementat ions of functional pathway segments . We w ill also identity access
point opportunities , staging areas where amenities (i.e. benches , shade structures , drinking fountains , etc .)
can be stationed , potential parking areas and enhancement opportunities to improve habitat value . In
coordinat ion with BRG , we will be working with an arborist to address the potent ial impact to the ex isting
trees throughout the corrido r.
During the phase of the project, Alta will conduct a special examination and create design concepts for the
street and trail connections and crossing along the corridor. These design concepts will illustrate each
crossing, intersection and proposed structure . Each design solution will be shown with enough detail to
confirm that adequate clearances can be provided . The following locations will be analyzed and illustrated :
• Connection to regional Stevens Creek Trail
• Connection to Hammond-Snyder Loop Trail
• Cristo Rey Drive Crossing
• Interstate 280 Northbouth on-ramp and off-ramp crossing
• Foothill Boulevard Crossing
• Stevens Creek Boulevard Crossing
• Bubb Road Crossing
• McClellan Road Crossing
• Regnart Creek Crossing
• Rainbow Drive Crossing
• Seven Springs Parkway Crossing
• Prospect Road Crossing
• Arroyo De Arguello/Via Roncole Crossing
• Prospect Creek Crossing
• Saratoga-Sunnyvale Road Crossing
Task 4.3. Develop Technical Report for Trail Alignments and Connection/Crossing
Concept Designs
Along with developing trail alignment alternatives and creating design concepts for the above connections
and crossings , Alta will develop a recommendation for the trail alternatives to carry into an environmental
analysis of a future trail. We will evaluate each of the alternatives for desirability (low, medium, and high)
by creating a matrix evaluation criterion that will make alternatives more preferable than others .
Alta will prepare an administrative technical report with appropriate appendices presenting each trail
alignment alternative along with the connection and intersection concept design . The technical report will
include a summarized matrix that will evaluate each alternative by ranking them for desirability. The
administrative technical report will be present to City of Cupertino staff for review and comment.
After initial comments are incorporated , Alta will submit a draft public technical report for the UPRR Trail
alignment alternatives to City staff. We will present the draft public technical report for the Union Pacific
. Trail alignment alternatives to the community and City 's commissions for input and feedback on the different
alternatives .
Upon final comments from City of Cupertino staff, Alta will revise the draft public technical report for trail
alignments to reflect all the input received . The final document will be known as the final technical report
for the UPRR trail alignment alternatives .
Task 4 Deliverables :
• Technical report for the UPRR trail alignment alternatives and appendices (administrative draft,
public draft, and final)
o Document concept trail alignment alternatives
o Design considerations
o Trail feasibility criteria
o Recommendat ion matri x
o Recommendations for a preferred alternat ive
Task 5. Facilitate Community Outreach and Public Participation Efforts
5.1. Community Outreach Plan
Alta will work with the City project manager and key partners to create a deta iled , coordinated plan to inform
and involve the public and all partners and stakeholders throughout the trail study . Elements of the outreach
plan will be discussed at the project init iation meeting . The plan will then be refined , coordinated with the
overall project work plan , and transmitted for review. Key components to be developed include:
• Plan of materials to be developed , including public notices , online forum, and email messages
• Study messaging to be used throughout outreach materials, including specific messaging for
parents and families , and non-English-speaking residents
• Materials and communications distribution plan
• Outreach Schedule
The Outreach Plan will be revised by Alta in response to one set of comments from the City and relevant
partners . The final outreach plan will be implemented by Alta in collaboration with the City . We anticipate
that the City will assist with mate r ial distribution, including distribution to City channels , including print and
electronic med ia and public message boards .
5.2. Community Workshops
Alta will work with the City to plan and host up to three (3) engaging , collaborative , and interactive
community workshops.
Workshop #1
The first workshop will focus on introducing the study, gathering stakeholder feedback on opportunities and
constra ints to be explored . This workshop will provide an opportunity to gather early feedback on the project
and engage sta keholders at the earliest stages of study development. We envision that the workshop would
include multiple stations with maps , diagrams , and other visual materials to help orient attendees to the
study area and objectives , with Alta and City staff available to discuss the project and gather feedback .
Workshop #2
Work ing with the City , Alta will plan and host a second community workshop at a mid-point of the project to
prov ide project updates and solicit add itional feedback from stakeholders . This workshop will focus on
presenting the trail des ign and alignment alternatives , study opportunities and constraints , and final
evaluation criteria . Attendees will be presented with visual displays that showcase the alternatives ,
opportunities and cons traints , and provide the contextual information to help them provide informed
comments to the proj ect team.
Workshop #3
The final community workshop will provide an opportunity to showcase the study findings , including the
recommended alignment , design standards , and cost estimates . Alta will work with the City to plan the
workshop for dive rse at tendance from stakeholder commu ni ties , including user groups , schoo l
commun ities , nearby property owners , and non -English-speaking res idents . The worksho p will be in an
open house format , providing an opportunity to drop in , review the study findings and recommendations ,
and speak with project team staff when convenient to the attendee. Boards and display materials will be
highly visual , w ith ma x imum use of graphic repre sentation of materials alongs ide any narrative info rm ation .
5.3. Neighborhood-Specific Working Group Sessions
To promote more focused input and engagement, Alta proposes holding neighborhood-specific working
group sessions with residents living along the corridor in the following areas :
• Stonebridge Community to Creston Drive
• Northern end of Madera Drive to Stevens Creek Boulevard
• McClellan Road to Rainbow Drive
• Rainbow Drive to Prospect Road
• Prospect Road to Saratoga-Sunnyvale Road
Community Walks
Alta proposes holding the first two working group sessions as joint site tours/community walks to identify
key conditions and issues in the study area and to establish a shared understanding between the project
team and the community (these community walks could be combined with Task 3). The first community
walk could be on the northern section (Hammond-Snyder Loop Trail to McClellan Road) and the second
on the southern section (McClellan Road to Saratoga-Sunnyvale Road). The sections could also be
shortened in length and may be contingent on getting approval from UPRR or other property owners . Alta
will provide a base map and background information package for participants . The main purpose of this
effort will be an interactive field working session where creative brainstorming can occur and where
opportunities and constraints can be better understood.
Working Group Sessions
Alta will then meet with each working group one time (five meetings total). The first working group session
will recap the community walks , describe existing conditions , opportunities , and constraints, and share initial
concepts for review and feedback . Revised concepts will be available for feedback at the second and third
community workshop . The method for noticing residents will be established in Task 5.1 Community
Outreach Plan and may include direct mail and/or online social media such as NextDoor.
5.4. Community Outreach Memo
Alta will develop a memo that details the public outreach process, timeline of activities , level of participation ,
and community feedback . The memo will summarize community input according to common themes
expressed by the public and provide documentation of the engagement process through photographs ,
attendance records , and comment cards or other written remarks . The memo will include an executive
summary.
5.5. Graphics/Online Media
Alta will develop a logo and design scheme to brand the study process . Alta will develop outreach flyers for
each of the three (3) community workshops. Alta will prepare up to twelve (12) visually rich posts to help
the City advertise upcoming events or provide updates on the study process via the City's website and
social media channels.
Task 5 Deliverables :
• Community outreach plan
• Up to three community workshops
• Community walk Uoint working group session)
• Up to six neighborhood-specific working group sessions
• Community outreach memo
• Study logo/brand
• Community workshop flyers
• Up to twelve update posts for social media/website
Task 6. Union Pacific Railroad Trail Feasibility Study
Task 6.1. Administrative Feasibility Draft Study
Based on the information gathered in Tasks 1-5 , Alta will prepare an administrative draft version of the
UPRR Trail Feasibility Study based on the preferred UPRR Trail preferred alignment alternative. Every
major chapter and section as well all exhibits and appendices produced will be provided to City of Cupertino
staff for review . This will be presented to city staff in the form of an administrative draft trail feasibility study
for comments . We will look to the City 's project manager to provide us with one consolidated set of
comments for inclusion in the final report.
Task 6.2. Public Feasibility Draft Study
After initial comments are incorporated , Alta will submit a public draft version of the UPRR Trail Feasibility
Study to City staff. We will present the public draft of the UPRR Trail Feasibility Study to the community
and City 's Commissions for final input and feedback on the preferred alternative.
Task 6.3. Final Feasibility Study
Upon final comments from City of Cupertino staff, Alta will revise the public draft version of the UPRR Trail
Feasibility Study to reflect all the input received . The final document will be known as the Final UPRR Trail
Feasibility Study.
Task 6 Deliverables:
• UPRR Trail Feasibility Study (administrative draft, public draft and final)
Task 7. V1eetings
Throughout the duration of this project , the Alta team with be conducting meetings with city staff, local
agencies , local businesses, and w ith different communities and neighborhood throughout the UPRR Trail
corridor. The following meetings will be lead and administrate by the Alta team:
Task 7.1. Project Kick-off Meeting
As the first order of work Alta will conduct a project kick-off meeting with City of Cupertino staff and the
project team members will take place . Topics for this meeting include review of project goals, key issues
and project schedule including task and meeting sequencing , confirm procedures and lines of
communication and stakeholders , review and collect available information and review .
Task 7.2. City Staff Meetings
Monthly, in-person project team meetings will be conducted between the project team and City of Cupertino
staff. These meetings will occur throughout the project timeline and are intended to take place in Cupertino .
Weekly or bi-weekly project update meetings will be held via telephone , Go To Meeting or similar (based on
City of Cupertino 's preference). The Alta team will lead both weekly/bi-weekly and monthly meetings and
will prepare the agendas, meeting materials , and meeting minutes .
Task 7.3. City Council Meetings/Study Sessions
Alta will prepare presentations for a minimum of two City council meetings/study sessions . These
meetings/study sessions will serve as an info session for the city council members and an opportunity for
them to provide their input. Alta will prepare all associated presentation materials.
Task 7.4. Commission Meetings/Study Sessions
Alta will lead presentations at a minimum of ten city commission meetings/study sessions for the various
applicable City of Cupertino commissions. These meetings/study sessions will serve as an info session for
the city commission members and an opportunity for them to provide their input. Alta will prepare all
associated presentation materials.
To reduce costs associated with this project, Alta and the City of Cupertino will strategize to combine these
meetings and hold joint commission meetings to discuss the proposed corridor .
Task 7.5. Agency Meetings
Alta will lead and administer meetings with each of the following agencies :
• UPRR -minimum of four meetings
• SCVWD -minimum of four meetings
• Santa Clara Valley Transportation Authority-minimum of two meetings
• California Department of Transportation (Caltrans) -minimum of three meetings
• Pacific Gas & Electric -minimum of one meeting
• City of Saratoga -minimum of two meetings
• Alta will prepare all associated presentation materials for meetings.
Task 7.6. Local Business Meetings
Alta will discuss with the City of Cupertino staff to identify the local businesses along Bubb Road that will
be affected by the proposed UPRR Trail corridor . Once these businesses are identified, Alta will lead and ·
administer a minimum of two (2) meetings with each of the businesses to discuss their needs for potential
access from their parking lots . Alta will prepare all agenda, associated presentation materials , and meeting
minutes following each meeting .
Community Outreach Meetings
Please refer to Task 5 : Facilitate Community Outreach and Public Participation Efforts for the community
outreach meetings plan .
Task 7 Deliverables:
• Final project scope and work schedule from the project kick-off Meeting
• Agendas , meeting materials, and meeting minutes for the City staff meeting·s
• Presentation and reports for the City council meetings
• Meeting materials and presentations for the City commission meetings
• Agendas , meeting materials, and meeting minutes for each of the agency meetings
• Agendas, meeting materials, and meeting minutes for each of the local business meetings
• Meeting materials and presentations for the community outreach meetings
Additional Task
Task 8. Boundary and Topographic Survey
Ta sk 8.1. Topographic Survey
We propose to provide a topographic survey information at a scale of 1" = 20 '. Areas where additional
topographic survey information is required will be identified by the Alta team and will typ ically show the
location of existing trees, structures , walkways , fences , adjacent roadways , and utility information within
the project areas . The location of utility vaults , manholes , catch basins and invert information of storm and
sanitary sewers will be shown based upon a fie ld survey. The location of underground utilities lines such
as gas , water , electric , and any on-site utilities will be shown based upon available agency records .
Mechanical detection of existing utilities is specifically excluded .
Task 8.2. Boundary Survey
We propose to provide property boundary information where required including tie-in with adjacent streets,
curbs , etc . We will show boundary lines , giving length and bearing (including reference on basis) on each
straight line ; interior· angles ; radius , point of tangency and length of curved lines.
Task
1. Initiation and Project Management
1.1 Project Initiation
1.2 Project Management
2 . Identify Ownerships and Jurisdictions
2.1 Collect Documents
2.2 Review of Documents
2.3 Identify potential constraints/design impacts
3 . Conduct Field Reconnaissance and Existing
Facilities Inventory/Analysis
3 .1. Data Collection and Base Mapping
3.2. Site Reconnaissance
3.3 . Opportunity and Constraints Analysis --
1:.xn1on ts -::scneau1e o, t'enormance
Month # (from Notice to Proceed )
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
I I
11111
11111
-I -4. Develop Trail Alignments and Feasibility Criteria
4 .1. Trail Feasibility Criteria
4.2. Develop Trail Alignments Alternatives and
Connection/Crossing Concept Designs
4 .3 . Develop Technical Report for Trail Alignments and
Connection/Crossing Concept Designs
5. Facilitate Comm un ity Outreach and~Public
Transportation Efforts
5 .1 Community Outreach Plan
5.2 Community Workshops
5.3 Neighborhood-Specific Working Group Sessions
5.4 Community Outreach Memo
5 .5 Graphics/Online Media
6. Union PacificRaiiroad' Feasibility Study
6.1 Administrative Feasibility Draft Study
6 .2 Public Feasibility Draft Study
6 .3 Final Feasiblity Study
7'.°Meetings -
7.1 Project Kick Off Meeting
7.2 City Staff Meetings
7 .3 City Council Meetings/Study Sessions
7.4 Commision Meetings/Study Sessions
7 .5 Agency Meetings
7.6 Local Business Meeti ngs
II
111 111
II
---·--
LEGEND
I Task Progress
X Meeting/ Workshop
I Deliverable
I Client Review
City of Cupertino
Cupertino Union Pac ific Railroad Trai l Feasibility Study
TASK
Exhibit C -Compensation
Alta Pla nning + D es ign
Assistant
Principal-in -Project Project Outreach Senior GIS
Charge Manager Manager Lead Planner Designer Engineer Engineer Analyst
~M ~ ----~ ~ Hud son , Ma her , Burc hfield , Kn owles, Lola Tern ey Gord on Cook, PE . Paull Robin son
Sand is Biotic
2-Person
Principal-in -Project Project CAD Senior Project Survey
Charge Manager Engineer Drafter Surveyor Surveyor Crew Biologist
Ron Sanzo. Bru ce Jenner Co lin J ~elly TBD TBD Kathlee n
PE . TE Davis. PE Philips Findl ay O nson , Lyon s
$265 $2 00 $133 $175 $11 2 $105 $1 45 $112 $105 $200 $165 $140 $105 $175 $140 $295 $14 5
T ask Total Task
Hours Fee
1. Initiation and Project Management O 34 64 16 4 O 12 O O O O O O O O O 4 134 $2 0,880
1.1 Project Initiation 4 4 4 4 4 4 24 $3,640
1.2ProjectManagement 30 60 12 8 11 0 $17 ,240
2 . Ident ify Ownerships and Jurisdictions ,::::; O 4 10 O O 16 10 O 24 14 22 O O 28 64 0 0 192 $28,070
2.1 Co ll ect Documents 2 4 8 8 16 2 2 4 16 62 $8,282
2.2 Review of Documents 2 4 8 2 8 4 8 20 40 96 $14,122
2.3 Id entify potential constraints/design impacts 2 8 12 4 8 34 $5,666
3. c_o_n_duct Field Reconnai~sance and Existing O 5 24 14 20 36 28 16 36 3 8 20 0 0 0 0 30 240 $3 1 ,364
Facrhtres lnventorv/Anatvsrs
3.1 . Data Collection and Base Ma ppin g 1 8 2 16 8 4 12 1 4 4 6 66 $8.452
3.2. Site Reco nn aissance 2 8 4 4 4 4 4 8 8 12 58 $7 ,760
3.3.0pportunityandConstraintsAnalys is 2 8 8 16 16 16 8 16 · 2 4 8 12 116 $15,152
4 . ~e~elop Trail Alignments and Feasibility l 6 6 36 24 36 48 24 6 12 0 0 0 0 0 0 0 0 198 $26 ,262
Cntena
4.1.TrailFeasibilityCriteri a 2 2 12 8 12 16 8 2 12 74 $9.594
4.2 . Dev~lop Trail .Alig nments Altei:natives and 2 2 12 8 12 16 8 2 62 $8,334
Connect,on/Crossrnq Concept Des1qns
4.3. De~elop Technical Report for.Trail Alignments and 2 2 12 8 12 16 8 2 62 $8,334
Con nect1o n/Cross1nq Concept Des1qns
5. Facilitate Community Outreach and Public O 26 30 50 110 32 4 16 0 0 0 -0 0 0 0 0 0 268 $35,992
Partrcrcatron Efforts
5.1 Community Outreach Plan 2 2 4 8 16 $2,262
5.2 Community Workshops 12 12 18 40 4 16 102 $13,998
5 .3 Neighborhood-Specific Working Group Sessions 8 16 24 30 78 $11,288
5.4 Community Outreach Memo 2 4 16 2 24 $3,102
5.5 Graphics/Online Media 2 16 30 48 $5,342
6. Union Pacific Railroad Trail Feasi!!i lity Study 4 24 32 36 30 48 48 30 O O O O O O O O 3 255 $35,571
6.1Admini stra ti veFeasibi lityDraftStudy 2 8 12 12 10 16 16 10 86 $12,066
6.2 Public Feasibility Draft Study 8 12 12 10 16 16 10 2 86 $11 ,826
6.3 FinalFeasiblityStudy 2 8 8 12 10 16 16 10 1 83 $11,679
7. Meetings _._,. -~"·-· _. I O 16 76 32 16 o 24 8 O O 16 O O O O O O 188 $27 ,71 6
7.1 Project Kick Off Meeting 4 4 4 12 $2,032
7.2 City Staff & Team Meeting s 4 16 8 8 36 $5.488
7.3 City Council & Commission Meetings/Study Sessions 2 8 8 8 4 30 $4 ,34 0
7.4 Commision Meetin gs/Stud y Sessions 2 20 12 8 8 8 58 $8,112
7.5 Agency Meetings 2 16 4 16 38 $5,748
7.6 Local Busi ness Meetings 2 12 14 $1,996
Additional Tasks
8. Boundary and Topographic Surv ey I 1 1 8 O O O 8 O O 3 8 4 70 24 48 86 0 261 $48,809
8.1 Topographic Survey 1 1 8 8 1 4 4 54 4 8 54 147 $27 ,529
8.2 Bounda Surve 2 4 16 20 40 32 114 $21,280
Staff Hours 10 115 272 172 216 180 150 76 72 17 46 20 O 28 64 0 37 1736 $254,664
Reimbursable Expenses & Travel $5,225
Project Total without Additional Task 8 $2,650 $23,000 $36.176 $30.100 $24.192 $18,900 $21,750 $8,512 $7,560 $3.400 $7,590 $2,800 $0 $4,900 $8,960 $0 $5,365 $211 ,080
Project Total with Additional Task 8 $259,889
GENERAL NOTES:
• Hours and staff assignments can be adjusted by the consu lta nt as needed to Implem ent the ta sks described during the course of the project.
EXIDBITD
Insurance Requirements
Design Professionals & Consultants Contracts
Consultant shall procure p1ior to commencement of Services and maintain for the duration of the contract, at
its own cost and expense, the following insurance policies and coverage with companies doing business in
California and acceptable to City.
INSURANCE POLICIES AND MINIMUMS REQUIRED
l. Commercial General Liability (CGL) for bodily injury, prope1ty damage, personal injmy liability for
premises operations, products and completed operations, contractual liability, and personal and
adve1tising injury with limits no less than $2,000,000 per occmTence (ISO F01m CG 00 01). If a
general aggregate limit applies, either the general aggregate limit shall apply separately to this
project/location (ISO Fo1m CG 25 03 or 25 04) or it shall be twice the required occurrence limit.
a . It shall be a requirement that any available insurance proceeds broader than or in excess of the
specified minimum insurance coverage requirements and/or limits shall be made available to the
Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the
broader coverage and maximum limits of coverage of any insurance policy, whichever is greater.
b . Additional Insured coverage under Consultant's policy shall be "primaiy and non-contributo1y,"
will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO
F01m CG 20 01 (04/13).
c. The limits of insurance required may be satisfied by a combination of primary and umbrella or
excess insurance, provided each policy complies with the requirements set fo1th in this Contract. Any
umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primaiy and non-cont1ibut01y basis for the benefit of City before the City 's own
insurance or self-insurance shall be called upon to protect City as a named insured .
2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned
autos) with limits no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: As required by the State of California, with Statut01y Limits and
Employer's Liability Insurance of no less than $1,000,000 per occmTence for bodily injury or disease .
D Not required. Consultant has provided written verification of no employees.
4. Professional Liability for professional acts, errors and omissions , as appropriate to Consultant's
profession, with limits no less than $2,000,000 per occmTence or $2,000 ,000 aggregate . If written on a
claims made fo1m:
a. The Retroactive Date must be shown and must be before the Effective Date of the Contract.
b . Insurance must be maintained for at least five (5) years after completion of the Services.
c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy fo1m with
a Retroactive Date prior to the Contract Effective Date , the Consultant must purchase "extended
repotting" coverage for a minimum of five (5) years after completion of the Services .
OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions :
Exh. D-In surance R equirem ents for D es ign Profess ionals & Consu ltants Contracts Form Updated Feb . 20 18
1
Additional Insured Status
The City of Cupe11ino, its City Counci l, officers , officials, emp lo yees, agents, servants and vo lunteers
("Additional Insureds ") are to be covered as additional insureds on Consultant's CGL policy. General
Liability coverage can be provided in the form of an endorsement to Consultant 's insurance (at least as broad
as ISO Fo1m CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 fmms , iflater editions are used).
Primary Coverage
Coverage afforded to City/Additional Insureds shall be primaiy insurance. Any insurance or self-insurance
maintained by City, its officers , officials, employees, or volunteers shall be excess of Consultant 's in surance
and shall not contiibute to it.
Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire , except with written
notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums.
Waiver of Subrogation
Consultant waives any right to subrogation against City/ Additional Insureds for recove1y of damages to the
extent said losses are covered by the insurance policies required herein. Specifically , the Workers '
Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work perfmmed
by Consultant, its emp loyees, agents and subconsultants. This provision applies regardless of whether or not
the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the City . At City 's option ,
either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the
City/ Additional Insureds; or Consultant must show proof of ability to pay losses and costs related
investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to
provide, that the self-insured retention may be satisfied by either the insured or the City.
Acceptability of Insurers
Insurers must be licensed to do business in California with an A.M . B est Rating of A-VII , or better.
Verification of Coverage
Consultant must furnish acceptable insurance ce11ificates and mandato1y endorsements ( or copies of the policies
effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of
the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right
to demand verification of compliance at any time during the Contract te1m.
Subconsultants
Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of
this Contract, including naming the City as an additional insured on subconsultant's insurance policies.
Higher Insurance Limits
If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be
entitled to coverage for the higher insurance limits maintained by Consultant.
Adequacy of Coverage
City reserves the right to modify these insurance requirements/coverage based on the nature of the risk , prior
experience , insurer or other special circumstances , with not less than ninety (90) days prior written notice.
Ex h. D-In s uran ce Requirements f or D es ig n Profess ionals & Con s ulta nts Con tra cts Fo rm Updated F eb. 20 18
2
Client#· 835015 ALTAPLAN
ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY)
9/01/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THI S 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 an d 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 2f~i~cT Lori Andrews
USI Northwest CL 1 F.t8NJ0 Extl: 503 299-4346 / rffc. Nol: 610 362-8130
700 NE Multnom a h, Su ite 1300 .tiMl~~ss: lori.andrews@usi.com
Portland, OR 97232 INSURER(S) AFFORDING COVERAGE NAIC#
503 224-8390 INSURER A: Hartford Casualty Insurance Com 29424
INSURED INSURER B : SAIF Corporation 36196
Alta Planning + Design, Inc. INSURER c: Hartford Fire Insurance Company 19682
71 ·1 SE Grand Avenue INSURER D : Continental Casualty Company 20443
Portland, OR 97214
INSURER E :
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
IND ICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICA TE M AY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS ,
EXCLUSIONS AN D CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INS URA NCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl
A X COMMERCIAL GENERAL LIABILITY 52UUNHB2172 ~9 /01/2017 09/01/201B EACH OCCURR ENCE s1 000,000
~ ~ CLA IMS -MA DE [!] OCCUR ~~~tff.~m~~~~J>ence) s300 000
~
MED EXP (Any one person) s10 000
PERSONAL & ADV INJURY s1,000,000 -
GEN'L AGGREGATE LI MIT APPLIES PER: GENERAL AGGREGAT E s2,000,000
~ [!] PRO-DLOC s2,000,000 POLICY JEC T PRODUCTS -COMP/OP AGG
OT HER: $
A AUTOMOBIL E LIABILITY 52UUNHB2172 09/01/2017 09/01/20H COMBINED SIN GLE LIMIT s1,000,000 /Ea accide nt\
~
X ANYAUTO BODILY INJURY (Per person ) s
~ AL L OWNED -SCHEDULED BODILY INJURY (Per accident) $
~ AUTOS AUTOS
X X NON-OWNED rp~~~Zc~d~t?AMAGE $ HIRED AUTO S AU TOS ~
$
A ~ UMB RE LLA LIAB ~ OCCUR 52XHUHB1180 09/01/2017 091011201a EACH OCCURRENCE s5 000 000
EXCESS LIAB CLAIMS -MADE AGGREGATE s5 000 000
DED I xi RETENT10N s10000 $
B WORKERS COM PENSATION 771940 09/01 /2017 09101 1201a X /~¥fwT~ I l ~JH-
AND EMPLOYE RS' LIABILITY
C YIN 52WEAA61PB 09/01/2017 09101 1201a s1 000 000 ANY PROPRIETO R/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A
(Mandatory in NH) WA Stop Gap-EL E.L. DISEASE -EA EMPLOYEE s1,000 ,000
If yes , describe under OH Stop Gap-EL E.L. DISEASE -POLICY LIMIT s1,000,000 DESCRIPTION OF OP ERATIONS bel ow
D Professional MCH114135257 ~9/01/2017 09/01/201 S $4,000,000 Per Claim
Liabil ity $4,000,000 Aggregate
DESCRIPTIO N OF OPERAT IONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is req uired)
RE: Project# & Name: 00-2017-271, Cupertino, CA UPRR Trail Feasibility Study.
City of Cupertin o, its city council, boards, commissions, officers, officials, employees, and volunteers
are included (as Additional Insured for General Liabilitv and Auto Liability as reguired in a written';
contract or a greement and to extent ~rovided by attached endorsements HG0001 06/05 and HA99190910. Coverage
applies on a primary and non contributory basis when required by written contract or agreement. Waiver of
(See Attache d Descriptions)
CERTIFICATE HOLDER CANCELLATION
City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
10300 Torre Ave. ACCORDANCE WITH THE POLICY PROVISIONS .
Cupertino, CA 95014
AUTHORIZED REPRESENTATIVE
I ~~
© 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (20 14/01) 1 of 2 The ACORD name and logo are reg istered marks of ACORD
#S21425418/M21422456 SRNZP
DESCRIPTIONS (Continued from Page 1)
Subrogation is provided when agreed in a written contract or agreement as provided by attached forms
HG0001 06/05, HA99190910, and WC040306.
SAGITTA 25.3 (2014/01) 2 of 2
#S21425418/M21422456
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read
the entire policy carefully lo determine rights, duties and
what is and is not covered .
Throughout this policy the words "you" and "your" refer to
the Named Insured shown in the Declarations, and any
other person or organization qualifying as a Named
Insured under this policy . The words "we", "us" and "our"
refer to the stock insurance company member of The
Hartford providing this insurance .
The word "insured" means any person or organization
qua lifying as such under Section II-Who Is An Insured .
Other words and phrases that appear in quotation marks
have special mean ing. Refer to Section V-Definitions.
SECTION I -COVERAGES
COVERAGE A BODILY INJURY AND PROPERTY
DAMAGE LIABILITY
1 . Insuring Agreement
a. We will pay those sums that the insured becomes
legally obligated to pay as damages because of
"bodily injury" or "property damage" to which this
insurance applies. We will have the right and duty
to defend the insured against any "suit" seeking
those damages . However , we will have no duty to
defend the insured against any "suit" seeking
damages for "bod ily injury" or "property damage" to
which this insurance does not apply. We may , at
our discretion, investigate any "occurrence" and
settle any claim or "suit" that may result. But
(1) The amount we will pay for damages is limited
as described in Section Ill -Limits Of
Insurance ; and
(2) Our right and duty to defend ends when we
have used up the applicable limit of insurance in
the payment of judgments or settlements under
Coverages A or B or medical expenses under
Coverage C.
No other obligation or liability to pay sums or
perform acts or services is covered unless exp licitly
provided for under Supp lementary Payments -
Coverages A and B.
b. This insurance applies to "bodily injury" and
"property damage" only if:
(1) The "bodily injury" or "property damage" is
caused by an "occurrence" that takes place in
the "coverage territory";
HG 00 010605
(2) The "bodily injury" or "property damage" occurs
during the policy period ; and
(3) Prior to the policy period, no insured listed
under Paragraph 1. of Section II -Who Is An
Insured and no "employee" authorized by you to
give or receive notice of an "occurrence" or
claim , knew that the "bodily injury" or "property
damage" had occurred, in whole or in part . If
such a listed insured or authorized "employee"
knew, prior to the policy period , that the "bodily
injury" or "property damage" occurred, then any
continuation , change or resumption of such
"bod ily injury" or "property damage" during or
after the policy period will be deemed to have
been known prior to the policy period .
c. "Bodily injury" or "property damage" will be deemed
to have been known to have occurred at the
earliest time when any insured listed under
Paragraph 1. of Section II -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;
(2) Rece ives a written or verbal demand or claim
for damages because of the "bod ily injury" or
"property damage"; or
(3) Becomes aware by any other means that
"bodily injury" or "property damage" has
occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or organization for
care , loss of services or death resulting at any time
from the "bodily injury".
e. Incidental Medical Malpractice
(1) "Bodily injury" aris ing out of the rendering of or
failure to render professional health care
services as a physician, dentist , nurse ,
emergency medical technician or paramedic
shall be deemed to be caused by an
"occurrence", but only if:
(a) The physician, dentist, nurse, emergency
medical technician or paramedic is
employed by you to provide such services ;
and
(b) You are not engaged in the business or
occupation of providing such services .
Page 1 of 18
© 2005 The Hartford
(Includes copyrighted material of Insurance Services Office, Inc . with its permission.)
(2) For the purpose of determining the limits of
insurance for incidental medical malpractice,
any act or omission together with all related acts
or omissions in the furnishing of these services
to any one person will be considered one
"occurrence".
2. Exclusions
This insurance does not apply to:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected or
intended from the standpoint of the insured. This
exclusion does not apply to "bodily injury" or
"property damage" resulting from the use of
reasonable force to protect persons or properly.
b. Contractual Liability
"Bodily injury" or "property damage" for which the
insured is obligated to pay damages by reason of
the assumption of liabil ity in a contract or
agreement. This exclusion does not apply to liability
for damages:
(1) That the insured would have in the absence of
the contract or agreement; or
(2) Assumed in a contract or agreement that is an
"insured contract", provided the "bodily injury" or
"property damage" occurs subsequent to the
execution of the contract or agreement. Solely
for the purposes of liability assumed in an
"insured contract", reasonable attorney fees and
necessary litigation expenses incurred by or for
a party other than an insured are deemed to be
damages because of "bodily injury" or "property
damage", provided :
(a) Liability to such party for, or for the cost of,
that party's defense has also been assumed
in the same "insured contract"; and
(b) Such attorney fees and litigation expenses
are for defense of that party against a ci vii or
alternative dispute resolution proceeding in
which damages to which this insurance
applies are alleged .
c. Liquor Liability
"Bodily injury" or "property damage" for wh ich any
insured may be held liable by reason of:
(1) Causing or contributing to the intoxication of any
person;
(2) The furn ish ing of alcoholic beverages to a
person under the legal drinking age or under the
influence of alcohol; or
(3) Any statute, ordinance or regulation relating to
the sale, gift, distribution or use of alcoholic
beverages .
This exclusion applies only if you are in the
business of manufacturing, distributing, selling,
serving or furnishing alcoholic beverages.
Page 2 of 18
d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers'
compensation, disab ili ty benefits or unemployment
compensation law or any similar law.
e. Employer's Liability
"Bodily injury" to :
(1) An "employee" of the insured arising out of and
in the course of:
(a) Emp loyment by the insured; or
(b) Performing duties related to the conduct of
the insured's business; or
(2) The spouse , child, parent, brother or sister of
that "employee" as a consequence of
Paragraph (1) above.
This exclusion applies:
(1) Whether the insured may be liable as an
employer or in any other capacity ; and
(2) To any obligation to share damages with or
repay someone else who must pay damages
because of the injury .
This exclusion does not apply to liability assumed
by the insured under an "insured contract".
f. Pollution
(1) "Bodily injury" or "property damage" arising out
of the actual, alleged or threatened discharge,
dispersal , seepage, migration, release or
escape of "pollutants":
(a) At or from any premises, site or location
which is or was at any time owned or
occupied by , or rented or loaned to , any
insured . However, this subparagraph does
not apply to:
(i) "Bodily injury" if sustained within a
building and caused by smoke , fumes,
vapor or soot produced by or originating
from equipment that is used to heat, cool
or dehumidify the bu il ding , or equipment
that is used to heat water for persona l
use, by the building's occupants or their
guests;
(ii) "Bodily injury" or "property damage" for
which you may be held liable , if you are a
contractor and the owner or lessee of
such premises, site or location has been
added to your policy as an additional
insured with respect to your ongoing
operations performed for that additional
insured at that premises, site or location
and such prem ises, site or location is not
and never was owned or occupied by , or
rented or loaned to, any insured, other
than that additional i nsured; or
HG 00 010605
(iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes from
a "hostile fire";
{b) At or from any premises, site or locat ion
which is or was at any time used by or for
any insured or others for the handling,
storage , disposal, processing or treatment of
waste;
{c) Which are or were at any time transported,
handled, stored, treated, disposed of, or
processed as waste by or for :
(i) Any insured; or
(ii) Any person or organization for whom you
may be legally responsible;
(d) At or from any premises, site or location on
which any insured or any contractors or
subcontractors working directly or indirectly
on any insured's behalf are performing
operations if the "pollutants" are brought on
or to the premises, site or location in
connection with such operations by such
insured , contractor or subcontractor.
However, this subparagraph does not apply
to :
(i) "Bod ily injury" or "property damage"
arising out of the escape of fuels,
lubricants or other operating fluids which
are needed to perform the normal
electrical , hydraulic or mechanical
functions necessary for the operation of
"mobile equipment" or its parts, if such
fuels, lubricants or other operating fluids
escape from a vehicle part designed to
hold , store or receive them . This
except ion does not apply if the "bodily
injury" or "property damage" arises out of
the intentional discharge, dispersal or
release of the fuels, lubricants or other
operating fluids, or if such fuels,
lubricants or other operating fluids are
brought on or to the premises, site or
location with the intent that they be
discharged, dispersed or released as part
of the operations being performed by
such insured, contractor or
subcontractor;
(ii) "Bodily injury" or "property damage"
sustained within a building and caused
by the release of gases, fumes or vapors
from materials brought into that building
in connection with operations being
performed by you or on your behalf by a
contractor or subcontractor ; or
(iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes from
a "hostile fire"; or
HG 00 010605
(e) Al or from any premises, site or location on
which any insured or any contractors or
subcontractors working directly or indirectly
on any insured's behalf are performing
operations if the operations are to test for,
monitor, clean up, remove, contain, treat,
detoxify or neutralize, or in any way respond
to, or assess the effects of, "pollutants".
(2) Any loss, cost or expense arising out of any :
(a) Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in
any way respond to, or assess the effects of,
"pollutants"; or
(b) Claim or suit by or on behalf of a
governmental authority for damages
because of testing for, monitoring, cleaning
up, remov ing, containing, treating,
detoxifying or neutralizing, or in any way
responding to, or assessing the effects of,
"pollutants".
However , this paragraph does not apply to
liability for damages because of "property
damage" that the insured would have in the
absence of such request, demand, order or
statutory or regulatory requirement, or such
claim or "suit" by or on behalf of a governmental
authority.
g. Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising out of
the ownership, maintenance, use or entrustment to
others of any aircraft, "auto" or watercraft owned or
operated by or rented or loaned to any insured . Use
includes operation and "loading or unloading".
This exclusion applies even if the claims against
any insured allege negligence or other wrongdoing
in the supervision, hiring, employment, training or
monitoring of others by that insured, if the
"occurrence" which caused the "bodily injury" or
"property damage" involved the ownership,
maintenance, use or entrustment to others of any
aircraft, "auto" or watercraft that is owned or
operated by or rented or loaned to any insured.
This exclusion does not apply to:
(1) A watercraft while ashore on premises you own
or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons for a
charge;
(3) Parking an "auto" on, or on the ways next to,
premises you own or rent, provided the "auto" is
not owned by or rented or loaned to you or the
insured;
Page 3 of 18
{4) Liability assumed under any "insured contract"
for the ownership , maintenance or use of
aircraft or watercraft;
{5) "Bodily injury" or "properly damage" aris ing out
of the operation of any of the equipment listed in
Paragraph f.{2) or f.{3) of the definition of
"mobile equipment"; or
{6) An aircraft that is not owned by any insured and
is hired, chartered or loaned with a paid crew .
However, this exception does not apply if the
insured has any other insurance for such "bodily
injury" or "properly damage", whether the other
insurance is primary , excess, contingent or on
any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage" arising out of:
{1) The transportation of "mobile equipment" by an
"auto" owned or operated by or rented or loaned
lo any insured; or
{2) The use of "mobile equipment" in, or while in
practice for, or while being prepared for , any
prearranged racing, speed , demolition , or
stunting activity .
i. War
"Bodily injury" or "property damage", however
caused, arising, directly or indirectly, out of:
{1) War, including undeclared or civil war;
{2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any government,
sovereign or other authority using military
personnel or other agents; or
{3) Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against any
of these.
j. 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 prevent ion of injury to a person or
damage to another's property;
{2) Premises you sell, give away or abandon, if the
"property damage" arises out of any part of
those premises;
{3) Property loaned to you;
{4) Personal property in the care, custody or control
of the insured ;
{5) That particular part of real property on which
you or any contractors or subcontractors
Page 4 of 18
working directly or indirectly on your behalf are
performing operations, if the "property damage"
arises out of those operations; or
(6) That particular part of any property that must be
restored, repaired or replaced because "your
work" was incorrectly performed on it.
Paragraphs (1), (3) and (4) of this exclusion do not
apply to "property damage" (other than damage by
fire) to premises , including the contents of such
premises, rented to you for a period of 7 or fewer
consecutive days . A separate lim it of insurance
applies to Damage To Premises Rented To You as
described in Section Ill -Limits Of Insurance.
Paragraph (2) of this exclusion does not apply if the
premises are "your work" and were never occupied,
rented or held for rental by you.
Paragraphs (3) and (4) of this exclus ion do not
apply to "property damage" arising from the use of
elevators.
Paragraphs {3), (4), (5) and (6) of this exclusion do
not apply to liability assumed under a sidetrack
agreement.
Paragraphs (3) and (4) of this exclus ion do not
apply to "property damage" to borrowed equipment
while not being used to perform operations at the
job site.
Paragraph {6) of this exclusion does not apply to
"property damage" included in the "products-
completed operations hazard".
k. Damage To Your Product
"Property damage" to "your product" arising out of ii
or any part of it.
I. Damage To Your Work
"Property damage" to "your work" arising out of it or
any part of it and included in the "products-
completed operations hazard".
This exclusion does not apply if the damaged work
or the work out of which the damage arises was
performed on your behalf by a subcontractor.
m. Damage To Impaired Property Or Property Not
Physically Injured
"Property damage" lo "impaired property" or
property that has not been physical ly injured,
arising out of:
(1) A defect, deficiency, inadequacy or dangerous
condition in "your product" or "your work"; or
(2) A delay or failure by you or anyone acting on
your behalf to perform a contract or agreement
in accordance with its terms .
This exclusion does not apply to the loss of use of
other property arising out of sudden and accidental
physical injury to "your product" or "your work" after
it has been put to its intended use .
HG 00 010605
n. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss , cost or expense
incu rred by you or others for the loss of use,
withdrawal, recall , inspection, repair, replacement ,
adjustment , removal or disposal of:
{1) "Your product";
{2) ''Your work"; or
{3) "Impaired property";
if such product , work, or property is withdrawn or
recalled from the market or from use by any person
or organization because of a known or suspected
defect, deficiency, inadequacy or dangerous
condition in it.
o. Personal And Advertising Injury
"Bodily injury" arising out of "personal and
advertising injury".
p. Electronic Data
Damages arising out of the loss of, loss of use of,
damage lo, corruption of, inability lo access , or
inability to manipulate electronic data.
As used in this exclusion , electronic data means
information , facts or programs stored as or on ,
created or used on, or transmitted lo or from
computer software, including systems and
applications software , hard or floppy disks , CD-
ROMS , tapes, drives , cells, data processing
devices or any other media which are used with
electronically controlled equipment.
q. Employment-Related Practices
"Bodily injury" to:
{1) A person arising out of any "employmenl-
re lated practices"; or
(2) The spouse , child, parent, brother or sister of
that person as a consequence of "bodily injury"
to that person at whom any "employmenl-
related practices" are 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 .
r. Asbestos
(1) "Bodily injury" or "property damage" arising out
of the "asbestos hazard".
(2) Any damages, judgments , settlements , loss ,
costs or expenses that:
(a) May be awarded or incurred by reason of
any claim or suit alleg ing actual o r
threatened injury or damage of any nature or
HG 00 010605
kind to persons or property which would not
have occurred in whole or in part but for the
"asbestos hazard";
{b) Arise out of any request, demand , order or
statutory or regulatory requirement that any
insured or others test for, monitor, clean up,
remove, encapsulate, contain, treat, detoxify
or neutralize or in any way respond to or
assess the effects of an "asbestos hazard";
or
(c) Arise out of any claim or suit for damages
because of testing for, monitoring, cleaning
up , removing, encapsulating, containing,
treating, detoxifying or neutralizing or in any
way responding to or assessing the effects
of an "asbestos hazard".
Damage To Premises Rented To You -Exception
For Damage By Fire, Lightning Or Explosion
Exclusions c. through h. and j. through n. do not apply
to damage by fire, lightning or explosion to premises
wh ile rented to you or temporarily occupied by you with
permission of the owner. A separate limit of insurance
applies to this coverage as described in Section Ill -
Limits Of Insurance .
COVERAGE B PERSONAL AND ADVERTISING
INJURY LIABILITY
1. Insuring Agreement
a. We will pay those sums that the insured becomes
legally obligated to pay as damages because of
"personal and advertising injury" to which this
insurance applies. We will have the right and duty
to defend the insured against any "suit" seeking
those damages. However, we will have no duty to
defend the insured against any "suit" seeking
damages for "personal and advert ising injury" to
which this insurance does not apply . We may, at
our discretion, investigate any offense and settle
any claim or "suit" that may result. But:
(1) The amount we will pay for damages is limited
as described in Section Ill -Limits Of
Insurance ; and
(2) Our right and duty to defend end when we have
used up the applicable limit of insurance in the
payment of judgments or settlements under
Coverages A or B or medical expenses under
Coverage C.
No other obligation or liability to pay sums or
perform acts or seNices is covered unless explicitly
provided for under Supplementary Payments -
Coverages A and B.
b. This insurance applies to "personal and advertising
injury" caused by an offense arising out of your
business but only if the offense was committed in
the "coverage terr itory" during the policy period .
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2. Exclusions
This insurance does not apply to :
a. Knowing Violation Of Rights Of Another
"Personal and advertising injury" arising out of an
offense committed by, at the direction or with the
consent or acquiescence of the insured with the
expectation of inflicting "personal and advertis ing
inj ury".
b. Material Published With Knowledge Of Falsity
"Personal and advert ising injury" arising out of ora l,
written or electronic publication of material , if done
by or at the direction of the insured with knowledge
of its fa lsity .
c. Material Published Prior To Policy Period
"Personal and advertising injury" arising out of oral,
written or electronic publicat ion of material whose
first publication took place before the beginning of
the policy period .
d. Criminal Acts
"Personal and advertising injury" arising out of a
criminal act committed by or at the direction of the
insured .
e. Contractual Liability
"Personal and advertising injury" for which the
insured has assumed liability in a contract or
agreement. This exclusion does not apply to liability
for damages that the insured wou ld have in the
absence of the contract or agreement.
f. Breach Of Contract
"Personal and advertising injury" arising out of a
breach of contract, except an implied contract to use
another's "advertis ing idea" in your "advertisement".
g. Quality Or Performance Of Goods -Failure To
Conform To Statements
"Personal and advertising injury" arising out of the
failure of goods , products or serv ices to conform
with any statement of quality or performance made
in your "advertisement".
h. Wrong Description Of Prices
"Personal and advertising inju ry" ar ising out of the
wrong description of the price of goods, products or
services .
i. Infringement Of Intellectual Property Rights
"Personal and advertising injury" arising out of any
violation of any intellectual property rights such as
copyright , patent , trademark , trade name, trade
secret , service mark or other des ignation of origin
o r authent icity.
However, this exclusion does not apply to
i nfringement , in you r "advertisement", of:
(1) Copyright;
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(2) Slogan , unless the slogan is also a trademark ,
trade name , service mark or other des ignation
of origin or authenticity; or
(3} Title of any literary or artistic work .
j. Insureds In Media And Internet Type
Businesses
"Personal and advertising inj ury" comm itte d by an
insured whose business is:
(1) Advertis ing, broadcasting , publishing or
te lecasting ;
(2) Des igning or determ ining content of web sites
for others ; or
(3} An Internet search , access , content or service
provider.
However, this exclusion does not apply to
Paragraphs 17.a., b. and c. of "personal and
advertising injury" under the Definitions Section .
For the purposes of this exclus ion, plac ing an
"advertisement" for or linking to others on your web
site , by itself , is not considered the business of
advertising, broadcasting , publishing or telecast ing .
k. Electronic Chatrooms Or Bulletin Boa rds
"Personal and advertising injury" ari sing out of an
electronic chatroom or bulletin board the insured
hosts, owns , or over which the insured exercises
control.
I. Unauthorized Use Of Another's Name Or
Product
"Personal and advertis ing injury" aris ing out of the
unauthorized use of another's name or product in
your e-mail address , doma in name or metatags , or
any othe r simila r tactics to mis lead another's
potentia l customers.
m. Pollution
"Personal and advert ising injury" arising out of the
actual , alleged or threatened discharge , dispersal,
seepage, migration , release or escape of
"pollutants" at any time .
n. Pollution-Related
Any loss, cost or expense arising out of any :
(1} Request, demand , order or statutory or
regulatory requ i rement that any i nsu red or
others test for , monitor , c lean up, remove ,
contain, treat, detoxify or neut ral ize , or in any
way respond to , or assess the effects of,
"pollutants"; or
(2} Cla im or suit by or on behalf of a governmental
authority for damages because of test ing for ,
monitoring , cleaning up , removing, containing ,
treating , detoxifying or neutra lizing, or in any
way responding lo , or assessing the effects of,
"pollutants".
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o. War
"Personal and advertising injury", however caused,
arising, directly or indirectly, out of:
{1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any government,
sovereign or other authority using military
personnel or other agents; or
{3) Insurrection, rebellion, revolution, usurped power,
or action taken by governmental authority in
hindering or defending against any of these .
p. Internet Advertisements And Content Of Others
"Personal and advertising injury" arising out of:
{1) An "advertisement" for others on your web site ;
{2) Placing a link to a web site of others on your
web site;
{3) Content, induding information, sounds, text,
graphics, or images from a web site of others
displayed within a frame or border on your web
site; or
{4) Computer code , software or programming used
to enable :
{a) Your web site; or
{b) The presentation or functionality of an
"advertisement" -or other content on your
web site.
q. Right Of Privacy Created By Statute
"Personal and advertising injury" arising out of the
violation of a person's right of privacy created by
any state or federal act.
However, this exclusion does not apply to liability
for damages that the insured would have in the
absence of such state or federal act.
r. Violation Of Anti-Trust law
"Personal and advertising injury" arising out of a
violation of any anti-trust law.
s. Securities
"Personal and advertising injury" arising out of the
fluctuation in price or value of any stocks, bonds or
other securities .
t. Discrimination Or Humiliation
"Personal and advertising injury" ans,ng out of
discrimination or humiliation committed by or at the
direction of any "executive officer", director,
stockholder, partner or member of the insured .
u. Employment-Related Practices
"Personal and advert ising injury" to :
{1) A person arising out of any "employment-
related practices"; or
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{2) The spouse , child, parent, brother or sister of
that person as a consequence of "personal and
advertising injury" to that person at whom any
"employment-related practices" are 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.
v. Asbestos
{1) "Personal and advertising iriury" arising out of
the "asbestos hazard".
(2) Any damages, judgments, settlements, loss,
costs or expenses that:
(a) May be awarded or incurred by reason of
any claim or suit alleging actual or
threatened injury or damage of any nature or
kind to persons or property which wou Id not
have occurred in whole or in part but for the
"asbestos hazard";
{b) Arise out of any request, demand , order or
statutory or regulatory requirement that any
insured or others test for, monitor, clean up ,
remove, encapsulate, contain , treat, detoxify
or neutralize or in any way respond to or
assess the effects of an "asbestos hazard";
or
(c) Arise out of any claim or suit for damages
because of testing for, mon itoring, cleaning
up, removing, encapsulating, containing,
treating, detoxifying or neutralizing or in any
way responding to or assessing the effects
of an "asbestos hazard".
COVERAGE C MEDICAL PAYMENTS
1. Insuring Agreement
a. We will pay medical expenses as described below
for "bodily injury" caused by an accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or rent ; or
{3) Because of your operations;
provided that:
{1) The accident takes place in the "coverage
territory" and during the policy period;
(2) The expenses are incurred and reported to us
within three years of the date of the accident;
and
(3) The injured person submits to examination, at
our expense, by physicians of our choice as
often as we reasonably require.
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b. We w ill make these payments regardless of fault.
These payments will not exceed the applicable limit
of insurance. We will pay reasonable expenses for:
(1) First aid administered at the time of an accident ;
(2) Necessary medical , surgical, x-ray and dental
services, including prosthetic devices; and
(3) Necessary ambulance, hospital , professional
nursing and funeral services .
2. Exclusions
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured , except "volunteer workers".
b. Hired Person
To a person hired to do work for or on behalf of any
insured or a tenant of any insured .
c. Injury On Normally Occupied Premises
To a person injured on that part of premises you
own or rent that the person norma lly occupies.
d. Workers Compensation And Similar Laws
To a person, whether or not an "employee" of any
insured, if benefits for the "bodily injury" are payable
or must be provided under a workers' compensation
or disability benefits law or a similar law.
e. Athletics Activities
To a person injured while practicing, instructing or
participating in any physical exercises or games ,
sports, or athletic contests .
f. Products-Completed Operations Hazard
Included within the "products-completed operations
hazard".
g. Coverage A Exclusions
Excluded under Coverage A
SUPPLEMENTARY PAYMENTS
AANDB
COVERAGES
1. We will pay, with respect to any claim we investigate or
settle, or any "suit" against an insured we defend :
a. All expenses we incur.
b. Up to $1 ,000 for cost of bail bonds required
because of accidents or traffic law violations arising
out of the use of any vehicle to which the Bodily
Injury Liabil ity Coverage applies. We do not have
to furnish these bonds .
c. The cost of appeal bonds or bonds to release
attachments, but only for bond amounts within the
applicable limit of insurance. We do not have to
furnish these bonds .
d. All reasonable expenses incurred by the insured at
our request to assist us i n the investigation or
defense of the claim or "suit", including actual loss
of earnings up to $500 a day because of time off
from work .
Page 8 of 18
e. Al l costs taxed against the insured in the "s ui t".
f. Prejudgment interest awarded against the insured
on that part of the judgment we pay . If we make an
offer to pay the app licable Ii mit of insurance, we will
not pay any prejudgment interest based on that
period of time after the offer.
g. All interest on the full amount of any judgment that
accrues after entry of the judgment and before we
have paid , offered to pay , or deposited in court the
part of the judgment that is within the applicable
limit of insurance.
These payments will not reduce the limits of insurance .
2. If we defend an insured against a "suit" and an
indemnitee of the insured is also named as a pa rty to
the "suit", we will defend that indemnitee if all of the
following conditions are met:
a. The "suit" against the indemnitee seeks damages
for which the insured has assumed the liability of
the indemnitee in a contract or agreement that is an
"insured contract";
b. This insurance applies to such liability assumed by
the insured ;
c. The obl igation to defend, or the cost of the defense
of, that indemnitee, has also been assumed by the
insured in the same "insured contract";
d. The allegations in the "suit" and the informat ion we
know about the "occurrence" are such that no
conflict appears to exist between the interests of
the insured and the interests of the indemnitee ;
e. The indemnitee and the insured ask us to conduct
and control the defense of that indemnitee against
such "suit" and agree that we can assign the same
counsel lo defend the insured and the indemnitee;
and
f. The indemnitee :
(1) Agrees in writing to:
(a) Cooperate with us in the investigation,
settlement or defense of the "suit";
(b) Immediately send us copies of any
demands , notices , summonses or legal
papers rece ived in connection with the "suit";
(c) Notify any other insurer whose coverage is
available to the indemnitee; and
(d) Cooperate with us with respect to
coordinating other applicable insurance
available to the indemnitee; and
(2) Provides us with writlen authorization to :
(a) Obtain records and other informa tion related
to the "suit"; and
(b) Conduct and control the defense of the
indemnitee in such "suit".
So long as the above conditions are met, attorneys'
fees incurred by us in the defense of that indemnitee,
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necessary litigat ion expenses incurred by us and
necessary litigation expenses incu rred by the
indemnitee at our request w il l be paid as
Supplementary Payments . Notwithstanding the
prov isions of Paragraph 2.b.(2) of Section I -
Coverage A -Bodily Injury And Property Damage
Liability , such payments will not be deemed lo be
damages for "bodily injury" and "property damage" and
will not reduce the lim its of insurance .
Our obligation to defend an insured's indemnitee and
to pay for attorneys' fees and necessary litigation
expenses as Supplementary Payments ends when :
a. We have used up the applicable limit of insurance
in the payment of judgments or settlements; or
b. The conditions set forth above, or the terms of the
agreement described in Paragraph f. above, are no
longer met.
SECTION II -WHO IS AN INSURED
1. If you are designated in the Declarations as:
a. An individual , you and your spouse are insureds,
but only with respect to the conduct of a business
of which you are the sole owner.
b. A partnership or joint venture , you are an insured.
You r members , your pa rtners, and their spouses
a re also insureds , but only with respect to the
conduct of your business.
c. A lim ited liability company, you are an insured .
You r members are a lso insureds, but only with
respect to the conduct of your business. Your
managers are insureds, but only with respect to
their dut ies as you r managers .
d . An organization other than a partnership, joint
venture or limited liability company, you are an
insu red. Your "executive officers" and directors are
insureds, but only with respect lo their duties as
your officers or directors. Your stockholders are
also insureds, but only with respect to their liability
as stockholders.
e. A trust, you are an insured . Your trustees are also
insu reds, but only with respect to their duties as
trustees.
2. Each of the following is also an insured :
a. Employees and Volunteer workers
You r "volunteer workers" only while perform ing
duties related to the conduct of your bus iness , o r
your "employees", other than either your "executive
officers" (if you are an organization other than a
partnership, joint venture or limited liability
company) or your managers (if you are a lim ited
l iab ility company), but only for acts within the scope
of their employment by you or while perform ing
dut ies related to the conduct of your bus iness.
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However, none of these "emp loyees" or "volunteer
workers· are insureds for:
(1) "Bod ily i njury" or "personal and advertising
injury":
(a) To you , lo your partners or members (if you
are a partnership or joint venture), to your
members (if you are a limited liabil ity
company), to a co-"employee" while in the
course of his or her employment or
performing duties related to the conduct of
your business, or to your other "volunteer
workers" while performing duties related to
the conduct of your business;
(b) To the spouse , ch ild , parent, brother or sister
of that co-"employee" or that "volunteer
worker" as a consequence of Paragraph
(1 )(a) above; ·
(c) Fo r wh ich there is any obligation to share
damages with or repay someone else who
must pay damages because of the injury
described in Paragraphs (1 )(a) or (b) above ;
or
(d) Ar ising out of his or her providing or failing to
provide professional health ca re serv ices .
If you are not in the bus iness of providing
professional health care services , Paragraph (d)
does not apply to any nurse, emergency
medical technician or paramedic employed by
you to prov ide such services .
(2) "Property damage" to property :
(a) Owned , occupied or used by ,
(b) Rented to , in the care , custody or control of,
or over which physical control is being
exercised for any purpose by
you , any of your "employees", "volunteer
workers", any partner or member (if you are a
partnership or joint venture), or any member (if
you are a limited liabi lity company).
b . Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization wh ile
acting as your real estate manager.
c. Temporary Custodians of Your Property
Any person o r organization having proper
temporary custody of your property if you die , but
only:
(1) With respect to liability aris ing out of the
maintenance or use of that property ; and
(2) Until your legal representative has been
appointed .
d. Legal Representative If You Die
Your legal rep resentative if you die, but on ly w ith
respect to duties as such . That representative will
Page 9 of 18
have all your rights and duties under this Coverage
Part.
e. Unnamed Subsidiary
Any subsidiary, and subsidiary thereof, of yours
which is a legally incorporated entity of which you
own a financial interest of more than 50% of the
voting stock on the effective date of the Coverage
Part.
The insurance afforded herein for any subsidiary
not named in this Coverage Part as a named
insured does not apply to injury or damage with
respect to which an insured under this Coverage
Part is also an insured under another policy or
would be an insured under such policy but for its
termination or the exhaustion of its limits of
insurance.
3. Newly Acquired or Formed Organization
Any organization you newly acquire or form, other than
a partnership, joint venture or limited liability company ,
and over which you maintain financial int erest of more
than 50% of the voting stock, will qualify as a Named
Insured if there is no other similar insurance available
to that organization. However:
a. Coverage under this provision is afforded only until
the 180th day after you acquire or form the
organization or the end of the policy period,
whichever is earlier;
b. Coverage A does not apply to "bodily injury" or
"property damage" that occurred before you
acquired or formed the organization; and
c. Coverage B does not apply to "personal and
advertising injury" arising out of an offense
committed before you acquired or formed the
organization.
4. Mobile Equipment
With respect to "mobile equipment" registered in your
name under any motor vehicle registration law, any
person is an insured while driving such equipment
along a public highway with your permission. Any other
person or organization responsible for the conduct of
such person is also an insured, but only with respect to
liability arising out of the operation of the equipment,
and only if no other insurance of any kind is available
to that person or organization for this liability. However,
no person or organization is an insured with respect to:
a. "Bodily injury" to a co-"employee" of the person
driving the equipment ; or
b. "Property damage" to property owned by, rented to,
in the charge of or occupied by you or the employer
of any person who is an insured under this
provision.
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5. Nonowned Watercraft
With respect to watercraft you do not own that is less
than 51 feet long and is not being used to carry
persons for a charge, any person is an insured while
operating such watercraft with your permissi o n. Any
other person or organization responsible for the
conduct of such person is also an insured , but only
with respect to liability arising out of the operation of
the watercraft, and only if no other insurance of any
kind is available to that person or organization for this
liability .
However, no person or organization is an insured with
respect to:
a. "Bodily injury" to a co-"employee" of the person
operating the watercraft; or
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1. The Most We will Pay
The Limits of Insurance shown in the Declarations and
the rules below fix the most we will pay regardless of
the number of:
a. Insureds;
b. Claims made or "suits" brought; or
Page 12 of 18
c. Persons or organizations making claims or bringing
"suits".
2. General Aggregate Limit
The General Aggregate Limit is the most we will pay
for the sum of:
a. Medical expenses under Coverage C;
b. Damages under Coverage A, except damages
because of "bodily injury" or "property damage"
included in the "products-completed operat ions
hazard"; and
c. Damages under Coverage B.
3. Products-Completed Operations Aggregate lim it
The Products-Completed Operations Aggrega te Limit
is the most we will pay under Coverage A for d amages
because of "bodily injury" and "property damage"
included in the "products-completed operat ions
hazard".
4. Personal and Advertising Injury Limit
Subject to 2. above , the Personal and Advertising
Injury Limit is the most we will pay under Coverage B
for the sum of all damages because of all "personal
and advertising injury" sustained by any one person or
organization .
5. Each Occurrence Limit
Subject to 2. or 3. above, whichever app lie s, the Each
Occurrence Limit is the most we will pay for the sum
of:
a. Damages under Coverage A ; and
b. Medical expenses under Coverage C
because of all "bodily injury" and "propert y damage"
arising out of any one "occurrence".
6. Damage To Premises Rented To You Limit
Subject to 5. above, the Damage To Premises Rented
To You Limit is the most we will pay under Cov era ge A
for damages because of "property damage" to a ny one
premises, while rented to you , or in the case of
damage by fire, lightning or exp lo sion, while re nted to
you or temporarily occupied by you with permi ssion of
the owner.
In the case of damage by fire, lightning or ex plosion ,
the Damage to Premises Rented To You Limit applies
to all damage proximately caused by the same event ,
whether such damage results from fire , ligh tning or
explosion or any combination of these.
7. Medical Expense Limit
Subject to 5. above, the Medica l Expense Li mit is the
most we will pay under Coverage C for all medical
expenses because of "bodily injury " sustained by any
one person.
8. How Limits Apply To Additional Insured s
If you have agreed in a written contract or written
agreement that another person or organization be
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added as an additional insured on your policy , the
most we will pay on behalf of such additional insured is
the lesser of:
a. The limits of insurance specified in the written
contract or written agreement ; or
b. The Limits of Insurance shown in the Declarations .
Such amount shall be a part of and not in addition to
Limits of Insurance shown in the Declarations and
described in this Section .
The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to any
remaining period of less than 12 months, starting with the
beginning of the policy period shown in the Declarations,
unless the policy period is extended after issuance for an
additional period of less than 12 months . In that case, the
additional period will be deemed part of the last preceding
period for purposes of determining the Limits of Insurance .
SECTION IV -COMMERCIAL GENERAL LIABILITY
CONDITIONS
1. Bankruptcy
Bankruptcy or insolvency of the insured or of the
insured's estate will not relieve us of our obligations
under this Coverage Part.
2. Duties In The Event Of Occurrence , Offense, Claim
Or Suit
a. Notice Of Occurrence Or Offense
You or any additional insured must see to it that we
are notified as soon as practicable of an
"occurrence" or an offense which may result in a
claim . To the extent possible , notice should include :
(1) How, when and where the "occurrence" or
offense took place;
(2) The names and addresses of any injured
persons and witnesses; and
(3) The nature and location of any injury or damage
arising out of the "occurrence" or offense.
b. Notice Of Claim
If a cla im is made or "suit" is brought against any
insured, you or any additional insured must:
(1) Immediately record the specifics of the claim or
"suit" and the date received; and
{2) Notify us as soon as practicable .
You or any additional insured must see to it that we
receive written notice of the claim or "suit" as soon
as practicable .
c. Assistance And Cooperation Of The Insured
You and any other involved insured must :
(1) Immediately send us copies of any demands,
notices, summonses or legal papers received in
connection with the claim or "suit";
(2 ) Authorize us lo obtain records and other
information ;
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{3) Cooperate with us in the investigation or
settlement of the claim or defense against the
"suit"; and
(4) Assisi us, upon our request, in the enforcement of
any right against any person or organization which
may be liable to the insured because of injury or
damage to which this insurance may also apply .
d. Obligations At The Insureds Own Cost
No insured will , except at that insured's own cost,
voluntarily make a payment, assume any
obligation, or incur any expense, other than for first
aid, without our consent.
e. Additional Insureds Other Insurance
If we cover a claim or "suit" under this Coverage
Part that may also be covered by other insurance
available to an additional insured , such additional
insured must submit such claim or "suit" to the
other insurer for defense and indemnity.
However, this provision does not apply to the
extent that you have agreed in a written contract or
written agreement that this insurance is primary
and non-contributory with the add itional insured's
own insurance .
f. Knowledge Of An Occurrence, Offense, Claim
Or Suit
Paragraphs a. and b. apply to you or to any
additional insured only when such "occurrence",
offense, claim or "suit" is known lo :
(1) You or any additional insured that is an
individual ;
(2) Any partner, if you or an additional insured is a
partnership;
(3) Any manager, if you or an additional insured is a
limited liability company ;
(4) Any "executive officer" or insurance manager, if
you or an additional insured is a corporation;
(5) Any trustee, if you or an additional insured is a
trust; or
(6) Any elected or appointed official, if you or an
additional insured is a political subdivision or
public entity.
This duty applies separately to you and any additional
insured.
3. Legal Action Against Us
No person or organization has a right under this
Coverage Part:
a. To join us as a party or otherwise bring us into a
"suit" asking for damages from an insured; or
b. To sue us on this Coverage Part unless all of its
terms have been fully complied with .
A person or organization may sue us to recover on an
agreed settlement or on a final judgment against an
insured; but we will not be liable for damages that are
not payable under the terms of this Coverage Part or
Page 13 of 18
that are in excess of the applicable limit of insurance .
An agreed settlement means a settlement and release
of liability signed by us , the insured and the claimant or
the claimant's legal representative.
4. Other Insurance
If other valid and collectible insurance is available lo
the insured for a loss we cover under Coverages A or
B of this Coverage Part, our obligations are limited as
follows :
a. Primary Insurance
This insurance is primary except when b. below
applies. If other insurance is also primary, we will
share with all that other insurance by the method
described inc. below .
b. Excess Insurance
This insurance is excess over any of the other
insurance, whether primary, excess , contingent or
on any other basis:
(1) YourWork
That is Fire, Extended Coverage, Builder's Risk,
Installation Risk or similar coverage for "your
work";
(2) Premises Rented To You
Thal is fire , lightning or explosion insurance for
premises rented to you or temporarily occupied
by you with permission of the owner;
(3) Tenant Liability
That is insurance purchased by you to cover
your liability as a tenant for "property damage"
to premises rented to you or temporarily
occupied by you with pem,ission of the owner;
(4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance or use
of aircraft, "autos" or watercraft to the extent not
subject to Exclusion g. of Section I -Coverage
A -Bodily Injury And Property Damage Liability;
(5) Property Damage to Borrowed Equipment Or
Use Of Elevators
If the loss arises out of "property damage" to
borrowed equipment or the use of elevators to
the extent not subject to Exclusion j. of Section I
-Coverage A -Bodily Injury And Property
Damage Liability;
(6) When You Are Added As An Additional
Insured To Other Insurance
Any other insurance available to you covering
liability for damages arising out of the premises
or operations, or products and completed
operations, for which you have been added as
an additional insured by that insu rance ; or
Page 14 of 18
(7) When You Add Others As An Additional
Insured To This Insurance
Any other insurance ava i lable to an additional
insured.
However , the following provisions apply to other
insurance available to any person or
organization who is an additional insured under
this coverage part.
(a) Primary Insurance When Required By
Contract
This insurance is primary if you have agreed
in a written contract or written agreement
that this insurance be primary. If other
insurance is also primary , we wi ll share with
all that other insurance by the method
described inc. below .
(b) Primary And Non-Contributory To Other
Insurance When Required By Contract
If you have agreed in a written contract ,
written agreement, or permit that this
insurance is primary and non-contributory
with the additional i nsured's own insurance ,
this insurance is primary and we will not
seek contribution from that other insurance .
Paragraphs (a) and (b) do not apply to other
insurance to which the additional insured has
been added as an additional insured.
When th is insurance is excess, we will have no
duly under Coverages A or B lo defend the insured
against any "suit" if any other insurer has a duty to
defend the insured against that "suit". If no other
insurer defends , we wi ll undertake to do so , but we
will be entitled to the insured's rights against all
those other insurers .
When this insurance is excess over other
insurance , we will pay only our share of the amount
of the loss, if any , that exceeds the sum of:
(1) The total amount that all such other insurance
would pay for the loss in the absence of th is
insurance ; and
(2) The total of all deductible and self-insured
amounts under all that other insurance .
We will share the rema ining loss , if any, with any
other insurance that is not described in this Excess
Insurance provision and was not bought specifically
to apply in excess of the Limits of Insurance shown
in the Declarations of this Coverage Part.
c. Method Of Sharing
If all of the other insurance permits contribution by
equal shares, we will follow this method also . Under
this approach each insurer contributes equal
amounts until it has paid its applicable limit of
insurance or none of the loss remains , whichever
comes first.
HG 00 010605
If any of the other insurance does not permit
contribution by equal shares, we will contribute by
limits . Under this method, each insurer's share is
based on the ratio of its applicable limit of
insurance to the total applicable limits of insurance
of all insurers .
5. Premium Audit
a. We will compute all premiums for this Coverage
Part in accordance with our rules and rates .
b. Premium shown in this Coverage Part as advance
premium is a deposit premium only. At the close of
each audit period we will compute the earned
premium for that period and send notice to the first
Named Insured . The due date for audit and
retrospective premiums is the date shown as the
due date on the bill . If the sum of the advance and
audit premiums paid for the policy period is greater
than the earned premium, we will return the excess
to the first Named Insured.
c. The first Named Insured must keep records of the
information we need for premium computation, and
send us copies at such times as we may request.
6. Representations
a. When You Accept This Policy
By accepting this policy , you agree :
(1) The statements in the Declarations are accurate
and complete;
(2) Those statements are based upon
representations you made to us; and
(3) We have issued th is policy in reliance upon your
representations .
b. Unintentional Failure To Disclose Hazards
If unintentionally you should fail to disclose all
hazards relating to the conduct of your business
that exist at the inception date of this Coverage
Part, we shall not deny coverage under this
Coverage Part because of such failure.
7. Separation Of Insureds
Except with respect to the Limits of Insurance, and any
rights or duties specifically assigned in this Coverage
Part to the first Named Insured , this insurance applies :
a. As if each Named Insured were the only Named
Insured; and
b. Separately to each insured against whom claim is
made or "suit" is brought.
8. Transfer Of Rights Of Recovery Against Others To
Us
a. Transfer of Rights Of Recovery
If the insured has rights to recover all or part of any
payment, including Supplementary Payments, we
have made under this Coverage Part, those rights
are transferred to us . The insured must do nothing
after loss to impair them . Al our request, the
HG 00 010605
insured will bring "suit" or transfer those rights to us
and help us enforce them .
b. Waiver Of Rights Of Recovery (Waiver Of
Subrogation)
If the insured has waived any rights of recovery
against any person or organization for all or part of
any payment, including Supplementary Payments,
we have made under this Coverage Part, we also
waive that right, provided the insured waived their
rights of recovery against such person or
organization in a contract, agreement or permit that
was executed prior to the injury or damage.
9. When We Do Not Renew
If we decide not to renew this Coverage Part, we will
mail or deliver to the first Named Insured shown in the
Declarations written notice of the nonrenewal not less
than 30 days before the expiration date.
If notice is mailed, proof of mailing will be sufficient
proof of notice .
SECTION V -DEFINITIONS
1. v Advertisementv means the widespread public
dissemination .of information or images that has the
purpose of inducing the sale of goods, products or
services through :
a. (1) Radio;
(2) Television;
(3) Billboard;
(4) Magazine ;
(5) Newspaper ; or
b. Any other publication that is given widespread
public distribution.
However, "advert isement" does not include :
a. The design, printed material, information or images
contained in, on or upon the packaging or labeling
of any goods or products; or
b. An interactive conversation between or among
persons through a computer network.
2. "Advertising idea" means any idea for an
vadvertisement".
3. "Asbestos hazard" means an exposure or threat of
exposure to the actual or alleged properties of
asbestos and includes the mere presence of asbestos
in any form .
4. "Auto" means a land motor vehicle, trailer or semitrailer
designed for travel on public roads, including any
attached machinery or equipment. But "auto" does not
include "mobile equipment".
5. vBodily injury" means physical :
a . Injury;
b. Sickness; or
c. Disease
sustained by a person and , if arising out of the above,
mental angu ish or death at any time.
Page 15 of 18
6. "Coverage territory" means:
a . The Un ited Stales of America (including its territo ries
and possessions), Puerto Rico and canada ;
b. International waters or airspace , but only if the
injury or damage occurs in the course of travel or
transportation between any pl a ces included in a.
above ; or ·
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
te rritory described in a. above;
(2) The activities of a person whose home is in the
territory described in a. above, but is away for a
short time on your business ; or
(3) "Personal and advertising injury" offenses that
take place through the Internet or s imilar
electronic means of communicat ion
provided the insured's responsibility to pay damages is
determined in the United States of America (including its
territories and possessions), Puerto Rico or Canada, in a
"suit" on the merits according to the substantive law in
such territory or in a settlement we agree to.
7. "Emp loyee" incl udes a "leased worker". "Employee"
does not include a "temporary worker".
8. "Emp loyment-Related Practices" means :
a. Refusal to employ a person ;
b. Termination of a person's employment ; or
c. Employment-related practices, policies , acts or
omissions , such as coercion , demotion , evaluation ,
reassignment , discipline, defamation , harassment,
hum iliation or discrimination directed at a person .
9. "Execut ive officer" means a person ho lding any of the
officer positions created by your charter, constitution ,
by-laws or any other similar governing document.
10. "Host ile fire" means one which becomes uncontrollable
or breaks out from where ii was intended lo be .
11. "Impaired property" means tangible property, other
than "your product" or "your work", that cannot be used
or is less useful because :
a. II incorporates "your product" or "your work" that is
known or thought to be defective, deficient ,
inadequate or dangerous ; or
b. You have failed to fulfill the terms of a contract or
agreement;
if such properly can be restored to use by:
a. The repair , replacement, adjustment or removal of
"your product" or "your work"; or
b. Your fulfill ing the terms of the contract or agreement.
12."lnsured contract" means :
a. A contract for a lease of premises . However, that
portion of the contract for a lease of premises that
indemn ifies any person or organization for damage
by fire, lightn ing or explosion to premises while
Page 16 of 18
rented to you or temporarily occupied by you with
permission of the owner is subject to the Damage
to Premises Rented To You Limit descr ibed in
Section Ill -Limits of Insurance ;
b. A sidetrack agreement;
c. Any easement or license agreement , including an
easement or license agreement in connection with
construction or demolition operations on or w ithin
50 feet of a railroad ;
d. An obligation , as required by ord inance , to
indemnify a municipality, except in connection with
work for a municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or ag reement
pertaining to your business (including an
indemnification of a mun icipality in connect ion with
work performed for a munic ipality) under which you
assume the tori liability of another party to pay for
"bodily 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 beha lf. Tort
liability means a liab il ity that would be imposed by
law in the absence of any contract or agreement.
Paragraph f . includes that part of any contract or
agreement that indemnifies a railroad for "bodi ly
injury" or "property damage" arising out of
construction or demolition operations , wi thin 50 feet
of any railroad property and affecting any railroad
bridge or trestle, tracks , road-beds , tunnel ,
underpass or crossing .
However, Paragraph f. does not include that part of
any contract or agreement:
(1} That indemnifies an architect , eng ineer or
surveyor for injury or damage arising out of:
(a} Preparing, approving , or failing to prepare or
approve , maps , shop drawings , opinions,
reports , surveys , field orders , change orders
or drawings and spec ifications ; or
(b} Giving directions or instruct ions, or failing lo
give them , if that is the primary cause of the
injury or damage ; or
(2} Under which the insured , if an architect, engineer
or surveyor, assumes liability for an injury or
damage arising out of the insured's rendering or
failure to render professional services, including
those listed in (1) above and supervisory ,
inspection , architectural or engineering activities.
13. "Leased worker" means a person leased to you by a
labor leasing firm under an agreement between you
and the labor leasing firm , to perform duties related to
the conduct of your business. "Leased worker" does
not include a "temporary worker".
14. "Loading or unloading" means the handling of properly :
a. After it is moved from the place where it is accepted
for movement into o r onto an aircraft , watercraft or
"auto";
HG 00 01 06 05
b. While ii is in or on an aircraft, watercraft or "auto";
or
c. While ii is being moved from an aircraft , watercraft
or "auto" to the place where it is finally delivered;
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not attached to
the aircraft, watercraft or "auto".
15. "Mobile equipment" means any of the following types
of land vehicles, including any attached mach inery or
equipment:
a. Bulldozers , farm machinery, forklifts and other
vehicles designed for use principally off public
roads;
b. Vehicles maintained for use solely on or next to
premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not , maintained
primarily to provide mobility to permanently
mounted :
(1) Power cranes, shovels, loaders, diggers or
drills; or
(2) Road construction or resurfacing equipment
such as graders, scrapers or rollers;
e. Vehicles not described in a., b., c. or d. above that
are not self-propelled and are maintained primarily
to provide mobility to permanently attached
equipment of the following types :
{1) Air compressors , pumps and generators,
including spraying , welding , building cleaning,
geophysical exploration, lighting and well
servicing equipment; or
{2) Cherry pickers and similar devices used to raise
or lower workers;
f. Vehicles not described in a., b., c. or d. above
maintained primarily for purposes other than the
transportation of persons or cargo.
However, self-propelled vehicles with the following
types of permanently attached equipment are not
"mobile equipment" but will be considered "autos":
(1) Equipment, of at least 1,000 pounds gross
vehicle weight , des igned primarily for :
{a) Snow removal ;
(b) Road maintenance, but not construction or
resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices mounted on
automobile or truck chassis and used to raise or
lower workers; and
(3) Air compressors, pumps and generators,
including spraying , weld ing , building cleaning ,
geophysical exploration, lighting and well
serv icing equipment.
HG 00 010605
16. "Occurrence" means an accident, including continuous
or repeated exposure to substantially the same general
harmful conditions .
17. "Personal and advertising injury" means injury,
including consequential "bodily injury", arising out of
one or more of the following offenses:
a. False arrest, detention or imprisonment ;
b. Malicious prosecution ;
c. The wrongful eviction from, wrongful entry into, or
invasion of the right of private occupancy of a room,
dwelling or premises that a person occupies,
committed by or on behalf of its owner, landlord or
lessor;
d. Oral, written or electronic publication of material
that slanders or libels a person or organization or
disparages a person's or organization's goods,
products or services;
e. Oral, written or electronic publication of material
that violates a person's right of privacy ;
f. Copying, in your "advertisement", a person's or
organization's "advertising idea" or style of
"advertisement";
g. Infringement of copyright, slogan, or title of any
literary or artistic work, in your "advertisement"; or
h. Discrimination or humiliation that results in injury to
the feelings or reputation of a natural person .
18. "Pollutants" mean any solid, liquid, gaseous or thermal
irritant or contaminant , including smoke, vapor, soot ,
fumes , acids, alkalis, chemicals and waste. Waste
includes materials to be recycled, reconditioned or
reclaimed .
19. "Products-completed operations hazard":
a. Includes all "bodily injury" and "properly damage"
occurring away from premises you own or rent and
arising out of "your product" or "your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed or
abandoned . However, "your work" will be
deemed completed at the earliest of the
following times:
(a) When all of the work called for in your
contract has been completed.
(b) When all of the work to be done at the job
site has been completed if your contract
calls for work at more than one job site.
(c) When that part of the work done at a job site
has been put to its intended use by any
person or organization other than another
contractor or subcontractor working on the
same project.
Work that may need service, maintenance ,
correction , repair or replacement, but which is
otherwise complete , will be treated as
completed .
Page 17 of 18
b. Does not include "bod i ly injury" or "property
damage" arising out of:
{1) The transportation of property, unless the
injury or damage arises out of a condition in or
on a vehicle not owned or operated by you,
and that condition was created by the "loading
or unloading" of that vehicle by any insured;
{2) The existence of tools , uninstalled equipment
or abandoned or unused materials ; or
{3) Products or operations for which the
classification, listed in the Declarations or in a
policy schedule, states that products-
completed operations are subject to the
General Aggregate Limit.
20. "Property damage" means :
a. Physical injury to tangible property, including all
resulting loss of use of that property . All such loss
of use shal l be deemed to occur at the time of the
physica l injury that caused it; or
b. Loss of use of tangible property that is not
physically injured . All such loss of use shall be
deemed to occur al the time of the "occurrence"
that caused it .
As used in this definition, computer ized or
electronically stored data, programs or software are
not tangible property . Electronic data means
information , facts or programs :
a. Stored as or on ;
b. Created or used on; or
c. Transmitted to or from ;
computer software, including systems and
applications software , hard or floppy disks , CD-
ROMS , tapes, drives , cells , data processing devices
or any other media which are used with electronically
controlled equipment.
21. "Suit" means a civil proceeding in which damages
because of "bodily injury", "property damage" or
"personal and advertising injury" to which this
insurance applies are alleged . "Suit" includes :
a. An arbitration proceeding in which such damages
are claimed and to which the insured must submit
or does submit with our consent ; or
b. Any other alternative dispute resolution
proceeding in which such damages are claimed
and to which the insured submits with our
consent.
Page18of18
22. "Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or short-
term workload conditions .
23. "Volunteer worker" means a person who
a. Is not your "employee";
b. Donates his or her work;
c. Acts at the direction of and within the scope of
duties determined by you ; and
d. Is not paid a fee, salary or other compensation by
you or anyone else for their work performed for
you .
24. "Your product":
a. Means:
{1) Any goods or products, other than real
property, manufactured , sold, handled,
distributed or disposed of by:
{a) You;
{b) Others trading under your name ; or
{c) A person or organization whose bus i ness
or assets you have acquired ; and
{2) Containers (other than vehicles), materials ,
parts or equipment furnished in connection
with such goods or products.
b. Includes
{1) Warranties or representations made at any
time with respect to the fitness , quality,
durability , performance or use of "your
product"; and
{2) The providing of or failure to provide warnings
or instructions.
c. Does not include vending machines or other
property rented to or located for the use of others
but not sold .
25. "Your work":
a. Means :
{1) Work or operations performed by you or on
your behalf; and
{2) Materials , parts or equipment furnished in
connection with such work or operations .
b. Includes
{1) Warranties or representations made at any
time with respect to the fitness , qual ity,
durability, performance or use of "your work",
and
{2) The prov iding of or failure to provide warn in gs
or instructions .
HG 00 010605
COMMERCIAL AUTOMOBILE
HA99190910
T HIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL AUTOMOBILE BROAD FORM
ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other
provisions of the Coverage Form, the provisions of this endorsement apply.
1. BROAD FORM INSURED
A. Subsidiaries and Newly Acquired or
Formed Organizations
The Named Insured shown in the
Declarations is amended to include:
(1) Any legally incorporated subsidiary in
which you own more than 50% of the
voting stock on the effective date of the
Coverage Form. However, the Named
Insured does not include any subsidiary
that is an "insured" under any other
automobile policy or would be an
"insured" under such a policy but for its
termination or the exhaustion of its Limit
of Insurance.
(2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the Named Insured does not inc lude any
newly formed or acquired organization:
(a) That is a partnership, joint venture
or limited liability company
(b) That is an "insured" under any other
policy,
(c) That has exhausted its Limit of
Insurance under any other policy, or
(d) 180 days or more after its
acquisition or formation by you,
unless you have given us not ice of
the acquisition or formation.
Coverage does not apply to "bodi ly
in j ury" or "property damage" that resu lts
from an "accident" that occurred before
you formed or acquired the organization.
B. Employees as Insureds
Paragraph A.1 . -WHO IS AN INSURED -of
SECTION II -LIABILITY COVERAGE is
amended to add :
d . Any "employee" of yours while using a
covered "auto" you don't own, hire or
borrow in your business or your personal
affairs.
C. Lessors as Insureds
Paragraph A.1 . -WHO IS AN INSURED -of
Section II -Liability Coverage is amended to
add:
e. The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(1) The agreement requ ires you to
provide direct primary insurance for
the lessor and
(2) The "auto" is leased without a driver.
Such a leased "auto" will be considered a
covered "auto" you own and not a covered
"auto" you hire.
Form HA 9919 0910
© 2010, The Hartford (Includes copyrighted material
of ISO Properties, Inc., with its permission .) Page 1 of 5
Form HA9919 0910
E. Primary and Non-Contributory if
Required by Contract
Only with respect to insurance provided to
an additional insured in 1.D. -Additional
Insured If Required by Contract, the
following provisions apply:
(3) Primary Insurance When Requi red By
Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be
primary . If other insurance is a lso
primary, we will share with all that other
insurance by the method described in
Other Insurance 5.d.
(4) Primary And Non-Contributory To Other
Insurance When Required By Contract
If you have agreed in a written contract
or written agreement that th is insurance
is primary and non-contributory with the
additional insured's own insurance, this
insurance is primary and we wi ll not
seek contribution from that other
insurance.
Paragraphs (3) and (4) do not apply to other
insurance to which the additional insured
has been added as an additional insured.
When this insurance is excess, we w ill have no
duty to defend the insured against any "su it" if
any other insu rer has a duty to defend the
insured against that "suit". If no other ins u rer
defends, we will undertake to do so, but we will
be entitled to the insured's rights aga inst all
those other insurers.
When this insurance is excess over other
insurance , we will pay only our share of the
amount of the loss, if any, that exceeds the sum
of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.
We will share the remaining lo ss, if any, by the
method described in Other Insurance 5.d.
2. AUTOS RENTED BY EMPLOYEES
Any "auto" hired or rented by your "employee" on
your behalf and at your direction w ill be
considered an "auto" you hire.
The OTHER INSURANCE Condition is amended
by adding the following:
© 2010, The Hartford (Includes copyrighted material
of ISO Properties, Inc ., with its permission.) Pag e 2 of 5
If an "employee's" personal insurance also
applies on an excess basis to a covered ffauto"
hired or rented by your "employee" on your
behalf and at your direction, this insurance will
be primary to the "employee's" personal
insurance.
3. AMENDED FELLOW EMPLOYEE EXCLUSION
EXCLUSION 5. -FELLOW EMPLOYEE -of
SECTION II -LIABILITY COVERAGE does not
apply if you have workers' compensation
insurance in-force covering all of your
"employees".
Coverage is excess over any other collectible
insurance.
4. HIRED AUTO PHYSICAL DAMAGE
COVERAGE
If hired "autos" are covered "autos" for Liability
Coverage and if Comprehensive, Specified
Causes of Loss, or Collision coverages are
provided under this Coverage Form for any
"auto" you own, then the Physical Damage
Coverages provided are extended to "autos" you
hire or borrow, subject to the following limit.
The most we will pay for "loss" to any hired
"auto" is:
(1) $100,000;
(2) The actual cash value of the damaged or
stolen property at the time of the "loss"; or
(3) The cost of repairing or replacing the
damaged or stolen property,
whichever is smallest, minus a deductible . The
deductible will be equal to the largest deductible
applicable to any owned "auto" for that coverage.
No deductible applies to "loss" caused by fire or
lightning. Hired Auto Physical Damage coverage
is excess over any other collectible insurance.
Subject to the above limit, deductible and excess
provisions, we will provide coverage equal lo the
broadest coverage applicable to any covered
"auto" you own.
We will also cover loss of use of the hired "auto"
if it results from an "accident'', you are legally
liable and the lessor incurs an actual financial
loss, subject to a maximum of $1000 per
"accident".
This extension of coverage does not apply to any
"auto" you hire or borrow from any of your
"employees", partners (if you are a partnership),
members (if you are a limited liability company),
or members of their households .
5. PHYSICAL DAMAGE ADDITIONAL
TEMPORARY TRANSPORTATION EXPENSE
COVERAGE
Paragraph A.4.a. of SECTION Ill -PHYSICAL
DAMAGE COVERAGE is amended to provide a
limit of $50 per day and a maximum limit of
$1,000 .
6. LOAN/LEASE GAP COVERAGE
Under SECTION Ill -PHYSICAL DAMAGE
COVERAGE , in the event of a total "loss" to a
covered "auto", we will pay your additional legal
obligation for any difference between the actual
cash value of the "auto" at the time of the "loss"
and the "outstanding balance" of the loan/lease.
"Outstanding balance" means the amount you
owe on the loan/lease at the time of "loss" less
any amounts representing taxes; overdue
payments; penalties, interest or charges
resulting from overdue payments; additional
mileage charges; excess wear and tear charges;
lease termination fees; security deposits not
returned by the lessor; costs for extended
warranties, credit life Insurance, health, accident
or disability insurance purchased with the loan or
lease; and carry-over balances from previous
loans or leases .
7. AIRBAG COVERAGE
Under Paragraph B. EXCLUSIONS -of SECTION
Ill -PHYSICAL DAMAGE COVERAGE, the
following is added:
The exclusion relating to mechanical breakdown
does not apply to the accidental discharge of an
airbag.
8. ELECTRONIC EQUIPMENT • BROADENED
COVERAGE
The exceptions to Paragraphs 8.4
EXCLUSIONS -of SECTION Ill -PHYSICAL
DAMAGE COVERAGE are replaced by the
following:
a .Exclusions 4 .c. and 4.d. do not apply to
equipment designed lo be operated solely by
use of the power from the "auto's" electrical
system that, at the time of "loss", is :
(1) Permanently installed in or upon the
covered "auto";
(2) Removable from a housing unit which is
permanently installed in or upon the
covered "auto";
(3) An integral part of the same unit housing
any electronic equipment described in
Paragraphs a. and b. above; or
(4) Necessary for the normal operation of the
covered "auto" or the monitoring of the
covered "auto's" operating system .
Form HA 99 19 09 10
© 2010, The Hartford ( Includes copyrighted material
of ISO Properties, Inc., with its permission .) Page 3 of 5
b .$1 ,500 is the most we will pay for "loss" in any
one "accident" to all electronic equipment that
reproduces , receives or transmits audio, visual
or data signals which, at the time of "loss", is :
(1) Permanently installed in or upon the
covered "auto" in a housing, opening or
other location that is not normally used by
the "auto" manufacturer for the
installation of such equipment;
(2) Removable from a permanently installed
housing unit as described in Paragraph
b .(1) above or is an integral part of that
equipment; or
(3) An integral part of such equipment.
c. For each covered "auto", should loss be
limited to electronic equipment only, our
obligation to pay for, repair, return or replace
damaged or stolen electronic equipment will
be reduced by the applicable deductible shown
in the Declarations, or $250 , whichever
deductible is less .
9. EXTRA EXPENSE • BROADENED COVERAGE
Under Paragraph A. -COVERAGE -of SECTION
Ill -PHYSICAL DAMAGE COVERAGE , we will
pay for the expense of returning a stolen covered
"auto" lo you .
10. GLASS REPAIR· WAIVER OF DEDUCTIBLE
Under Paragraph D. -DEDUCTIBLE -of SECTION
Ill -PHYSICAL DAMAGE COVERAGE, the
following is added :
No deductible applies to glass damage if the
glass is repaired rather than replaced.
11 . TWO OR MORE DEDUCTIBLES
Under Paragraph D. -DEDUCTIBLE -of SECTION
Ill -PHYSICAL DAMAGE COVERAGE, the
following is added :
If another Hartford Financial Services Group ,
Inc. company policy or coverage form that is not
an automobile policy or coverage form applies to
the same "accident", the following applies:
(1) If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible , it will be waived ;
(2) If the deductible under this Business Auto
Coverage Form is not the smaller (or
smallest) deductible , it will be reduced by the
amount of the smaller (or smallest)
deductible .
12. AMENDED DUTIES IN THE EVENT OF
ACCIDENT, CLAIM, SUIT OR LOSS
The requirement in LOSS CONDITIONS 2 .a. -
DUTIES IN THE EVENT OF ACCIDENT ,
CLAIM, SUIT OR LOSS -of SECTION IV -
BUSINESS AUTO CONDITIONS that you must
notify us of an "accident" applies only when the
"accident" is known to:
(1) You, if you are an individual ;
(2) A partner , if you are a partnership ;
(3) A member, if you are a limited liability
company; or
(4) An executive officer or insurance manager , if
you are a corporation .
13. UNINTENTIONAL FAILURE TO DISCLOSE
HAZARDS
If you unintentionally fail to disclose any hazards
existing at the inception date of your pol icy , we
will not deny coverage under this Coverage
Form because of such failure .
14. HIRED AUTO · COVERAGE TERRITORY
Paragraph e . of GENERAL CONDITIONS 7. -
POLICY PERIOD, COVERAGE TERRITORY -of
SECTION IV -BUSINESS AUTO COND ITIONS
is replaced by the following :
e . For sho rt-term hired "autos", the coverage
territory with respect to Liability Coverage is
anywhere in the world provided that if the
"insured's" responsibil ity to pay damages for
"bodily injury" or "property damage" is
determined in a "suit ," the "suit" is brought in
the United States of America, the territories
and possessions of the United States of
America , Puerto Rico or Canada or in a
settlement we agree to .
15. WAIVER OF SUBROGATION
TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US -of SECTION IV -
BUSINESS AUTO CONDITIONS is amended by
adding the following :
We waive any right of recovery we may have
against any person or organ ization with whom
you have a written contract that requires such
waiver because of payments we make for
damages under this Coverage Form.
16. RESULTANT MENTAL ANGUISH COVERAG E
The definit ion of "bodily injury" in SECTION V-
DEFINITIONS is replaced by the following :
"Bodily injury" means bodi ly injury, sickness or
disease sustained by any person , including
mental anguish or death resulting from any of
these.
17. EXTENDED CANCELLATION CONDITI O N
Paragraph 2 . of the COMMON POLICY
CONDITIONS -CANCELLATION -applies
except as follows :
Form HA 99 19 0910
© 2010, The Hartford (Includes copyrighted material
of ISO Properties, Inc ., with its permission.) Pag e 4 of 5
If we cancel for any reason other than
nonpayment of premium, we will mail notice of
cancellation by registered or certified mail to the
first Named Insured at least 60 days before the
effective date of cancellation .
18. HYBRID PAYMENT COVERAGE
In the event of a total loss to a "non-hybrid" auto
for which Comprehensive, Specified Causes of
Loss, or Collision coverages are provided under
this Coverage Form , then such Physical
Damage Coverages are amended as follows :
a . If the auto is replaced with a "hybrid" auto, we
will pay an additional 10%, to a maximum of
$2 ,500, of the "non-hybrid" auto 's actual cash
value or replacement cost, whichever is less,
b. The auto must be replaced and a copy of a bill
of sale or new lease agreement received by us
w ithin 60 calendar days of the date of "loss,"
c . Regardless of the number of autos damaged
in any one "loss", the most we will pay under
this Hybrid Payment Coverage provision for
any one "loss" is $10,000 .
For the purposes of the coverage provision,
a .A "non-hybrid" auto is defined as an auto that
uses only an internal combustion engine lo
move the auto.
b.A "hybrid" auto is defined as an auto with an
internal combustion engine and one or more
electric motors; and that uses the internal
combustion engine and one or more electric
motors to move the auto, or the internal
combust ion engine to charge one or more
electric motors, which move the auto.
Form HA99190910
© 2010, The Hartford (Includes copyrighted materia l
of ISO Properties , Inc., with its permission.) Pages of 5
\/1/0RKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 040306
(Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-
CALIFORNIA
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in
the work described In the Schedule.
Toe additional premium for this endorsement shall be O. O % of the Galifornia workers· compensation pre-
mium otherwise due on such remuneration.
Person or Organization
ALL PERSON
OR ORGANIZATIONS
Policyholder:
Alta Planning + Design Inc
WC8997892
09/01/16 to 09/01/17
WC 252 (4-84)
WC 04 03 06 (Ed . 4-84)
Schedule
Job Description
.ANY PERSON OR ORGANIZATION FOR WHOM
YOU ARE REQUIRED BY WRITTEN CONTRA.CT
OR AGREEMENT TO OBTAIN THIS WAIVER
OF RIGHTS FROM US IN THE
STATE OF CALIFORNIA
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