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HomeMy WebLinkAboutContract 1928 AGREEMENT FOR DESIGN PROFESSIONAL SERVICES BETWEEN THE CITY OF CATHEDRAL CITY,CALIFORNIA AND INTERWEST CONSULTING GROUP This Agreement for Design Professional Services ("Agreement") is entered into as of June 9, 2021 ("Effective Date") by and between the City of Cathedral City, a municipal corporation ("City") and Interwest Consulting Group, a California Corporation ("Design Professional"). City and Design Professional are sometimes hereinafter individually referred to "Party" and hereinafter collectively referred to as the"Parties." RECITALS A. City has sought, by request for proposals, the performance of the engineering services defined and described particularly in Section 2 of this Agreement. B. Design Professional, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services. C. Design Professional was selected by the City on the basis of Design Professional's demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required. D. Pursuant to the City of Cathedral City's Municipal Code, City has authority to enter into this Design Professional Services Agreement and the City Manager has authority to execute this Agreement. E. The Parties desire to formalize the selection of Design Professional for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW,THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration,the value and adequacy of which are hereby acknowledged,the Parties agree as follows: 1. TERM OF AGREEMENT. Subject to the provisions of Section 21 "Termination of Agreement" of this Agreement,the Term of this Agreement is for two(2)years. 2. SCOPE OF SERVICES& SCHEDULE OF PERFORMANCE. Scope of Services. Design Professional agrees to perform the services set forth in Exhibit "A" "Scope of Services"(hereinafter,the"Services")and made a part of this Agreement by this reference. Schedule of Performance. The Services shall be completed pursuant to the schedule specified in Exhibit"A." Should the Services not be completed pursuant to that schedule,the Design Professional shall - 1 - be deemed to be in Default of this Agreement. The City, in its sole discretion,may choose not to enforce the Default provisions of this Agreement and may instead allow Design Professional to continue performing the Services. 3. ADDITIONAL SERVICES. Design Professional shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 27 "Administration and Implementation" or Section 29 "Amendment" of this Agreement. If and when such additional work is authorized,such additional work shall be deemed to be part of the Services. 4. ALLOWABLE COSTS AND PAYMENTS A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the CONSULTANT's approved Cost Proposal.The specified hourly rates shall include direct salary costs,employee benefits,prevailing wages,employer payments,overhead,and fee.These rates are not adjustable for the performance period set forth in this AGREEMENT.CONSULTANT will be reimbursed within thirty(30)days upon receipt by LOCAL AGENCY'S Contract Administrator of itemized invoices in duplicate. B. In addition,CONSULTANT will be reimbursed for incurred(actual)direct costs other than salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services,expected results,project deliverables,period of performance,project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review.CONSULTANT shall return the draft Task Order within ten(10)calendar days along with a Cost Estimate,including a written estimate of the number of hours and hourly rates per staff person,any anticipated reimbursable expenses,overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum(Firm Fixed Price)or for specific rates of compensation,both of which must be based on the labor and other rates set forth in CONSULTANT's approved Cost Proposal. CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to,base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT is responsible for paying the appropriate rate,including escalations that take place during the term of the AGREEMENT. F. Reimbursement for transportation and subsistence costs shall not exceed State rates. G. When milestone cost estimates are included in the approved Cost Proposal,CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone -2 - cost estimate from the Contract Administrator before exceeding such estimate. H. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred. I. CONSULTANT shall not commence performance of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY'S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AGREEMENT. J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. K. CONSULTANT will be reimbursed within thirty(30)days upon receipt by LOCAL AGENCY'S Contract Administrator of itemized invoices in duplicate. Separate invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than thirty(30)calendar days after the performance of work for which CONSULTANT is billing,or upon completion of the Task Order. Invoices shall detail the work performed on each milestone,on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number,project title and Task Order number. Credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase,must be reimbursed by CONSULTANT prior to the expiration or termination of this AGREEMENT. Invoices shall be mailed to LOCAL AGENCY's Contract Administrator at the following address: John A Corella,P.E. City of Cathedral City 68700 Avenida Lalo Guerrero Cathedral City,CA 92234 L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this AGREEMENT. M. The total amount payable by LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in the Task Order,unless authorized by amendment. N. If CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order,no payment will be made until the deliverable has been satisfactorily completed. O. Task Orders may not be used to amend the language(or the terms)of this AGREEMENT nor to exceed the scope of work under this AGREEMENT. P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this AGREEMENT shall not exceed$200,000.00. It is understood and agreed that there is no guarantee,either expressed or implied that this dollar amount will be authorized under this AGREEMENT through Task Orders. -3 - 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Design Professional's work under this Agreement, either during performance or when completed. City shall reject or finally accept Design Professional's work within sixty(60)days after submitted to City. City shall reject work by a timely written explanation, otherwise Design Professional's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Design Professional's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 17 "Indemnification" and Section 18"Insurance." 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files,files and other documents prepared,developed or discovered by Design Professional in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used,reused or otherwise disposed of by City without the permission of the Design Professional. Upon completion,expiration or termination of this Agreement,Design Professional shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files,files and other documents. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models,designs,drawings,photographs,studies,surveys,reports,data,notes,computer files,files or other documents prepared, developed or discovered by Design Professional in the course of providing the Services pursuant to this Agreement, Design Professional's guarantees and warranties in Section 9 "Standard of Performance; Familiarity With Work"of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS. For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants,and LOCAL AGENCY shall maintain all books,documents,papers,accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT's Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations(including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSUTANT, Subconsultants,and the CONSULTANT's Independent CPA,that are pertinent to the AGREEMENT for audits, examinations,workpaper review,excerpts,and transactions,and copies thereof shall be furnished if requested without limitation. 8. INDEPENDENT CONTRACTOR. Design Professional is and shall at all times remain a wholly independent contractor and not an officer,employee or agent of City. Design Professional shall have no authority to bind City in any manner, nor to incur any obligation,debt or liability of any kind on behalf of or against City,whether by contract or -4 - otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. The personnel performing the Services under this Agreement on behalf of Design Professional shall at all times be under Design Professional's exclusive direction and control. Neither City,nor any elected or appointed boards,officers,officials,employees or agents of City,shall have control over the conduct of Design Professional or any of Design Professional's officers, employees, or agents except as set forth in this Agreement. Design Professional shall not at any time or in any manner represent that Design Professional or any of Design Professional's officers, employees, or agents are in any manner officials, officers,employees or agents of City. Neither Design Professional,nor any of Design Professional's officers,employees or agents,shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Design Professional expressly waives any claim Design Professional may have to any such rights. 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK. Design Professional represents and warrants that it has the qualifications,experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Design Professional shall at all times faithfully, competently and to the best of its ability,experience and talent,perform all Services. In meeting its obligations under this Agreement,Design Professional shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Design Professional under this Agreement, and shall use such skill, prudence, and diligence as other members of Design Professional's profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Work"that shall also be applicable to Design Professionals work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. Design Professional warrants that(1)it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Design Professional shall keep itself informed of and comply with all applicable federal,state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Design Professional shall obtain any and all licenses,permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City,nor any elected or appointed boards,officers,officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Design Professional to comply with this section. 11. PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING A.The CONSULTANT certifies,to the best of his or her knowledge and belief,that: - 5 - 1. No State, Federal,or LOCAL AGENCY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT,to any person for influencing or attempting to influence an officer or employee of any local,State,or Federal agency,a Member of the State Legislature or United States Congress,an officer or employee of the Legislature or Congress,or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension,continuation,renewal,amendment,or modification of this AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress,or an employee of a member of Congress in connection with this AGREEMENT, the CONSULTANT shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars($10,000)and not more than one hundred thousand dollars($100,000)for each such failure. C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier sub-agreements,which exceed one hundred thousand dollars($100,000),and that all such subrecipients shall certify and disclose accordingly. 12. PREVAILING WAGE LAWS. A. Covenant to Comply. Consultant covenants that it shall fully comply with all applicable federal and state labor laws(including,without limitation,if applicable,the Prevailing Wage Laws). For purposes of this Section 25(a) only, the term "subcontractors" shall not include suppliers, manufacturers, or distributors. Consultant further covenants that it shall take all practicable steps to ensure that its subcontractors comply with Prevailing Wage Laws if applicable to work performed by subcontractors. References to "Covered Services" hereinafter shall designate such Services as are subject to Prevailing Wage Laws. B. Payroll Records. Consultant and all subcontractors performing Covered Services shall keep an accurate payroll record, showing the name, address, social security number, job classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyperson, apprentice, or other employee. All payroll records shall be certified as being true and correct by Consultant or the subcontractors performing Covered Services keeping such records; and the payroll records shall be available for inspection at all reasonable hours at Consultant's principal office. C. Subcontracts. Any subcontract entered into as a result of this Agreement if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. 13. NONDISCRIMINATION and STATEMENT OF COMPLIANCE. A. The CONSULTANT's signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has,unless exempt,complied with the nondiscrimination program requirements of Gov.Code§12990 and 2 CCR§ 8103. -6 - B. During the performance of this AGREEMENT,CONSULTANT and its subconsultants shall not deny the AGREEMENT's benefits to any person on the basis of race,religious creed,color,national origin,ancestry,physical disability,mental disability,medical condition,genetic information, marital status,sex,gender,gender identity,gender expression,age,sexual orientation,or military and veteran status,nor shall they unlawfully discriminate,harass,or allow harassment against any employee or applicant for employment because of race,religious creed,color,national origin, ancestry,physical disability,mental disability,medical condition,genetic information,marital status, sex,gender,gender identity,gender expression,age, sexual orientation,or military and veteran status.CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act(Gov.Code §12990 et seq.),the applicable regulations promulgated there under(2 CCR§11000 et seq.),the provisions of Gov.Code§§11135-11139.5,and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov.Code§12990(a-f),set forth 2 CCR§§8100-8504,are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full. D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours,but in no case less than twenty-four(24)hours' notice,to such of its books,records, accounts,and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause. E. CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT. G. The CONSULTANT,with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall,on the basis of race,color,national origin,religion,sex,age,disability,be exclude d from participation in,denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. H. The CONSULTANT shall comply with regulations relative to non-discrimination in federally- assisted programs of the U.S. Department of Transportation(49 CFR Part 21 -Effectuation of Title VI of the Civil Rights Act of 1964). Specifically,the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR§21.5, including employment practices and the selection and retention of Subconsultants. 14. DISADVANTAGED BUSINESS ENTERPRISES PARTICIPATION A. This Agreement is subject to 49 CFR, Part 26 entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs". Consultants who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal. - 7- B. The goal for DBE participation for this Agreement is ay. Participation by DBE consultant or subconsultants shall be in accordance with information contained in the Consultant Proposal DBE Commitment (Exhibit 10-01), or in the Consultant Contract DBE Information(Exhibit 10-02) attached hereto in Exhibit D and incorporated as part of the Agreement. If a DBE subconsultant is unable to perform, Consultant must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met. C. DBEs and other small businesses,as defined in 49 CFR, Part 26 are encouraged to participate in the performance of contracts financed in whole or in part with federal funds. Consultant or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT-assisted agreements. Failure by Consultant to carry out these requirements is a material breach of this contract, which may result in the termination of this Agreement or such other remedy as the City deems appropriate. D. Any subcontract entered into as a result of this contract shall contain all of the provisions of this section. E. A DBE firm may be terminated only with prior written approval from the City and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting City consent for the termination, Consultant must meet the procedural requirements specified in 49 CFR 26.53(f). F. A DBE performs a Commercially Useful Function(CUF)when it is responsible for execution of the work of the contract and is carrying out its responsibilities by actually performing,managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible with respect to materials and supplies used on the contract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the, contract is commensurate with the work it is actually performing, and other relevant factors. G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions,particularly those in which DBEs do not participate. H. If a DBE does not perform or exercise responsibility for at least thirty percent (30%)of the total cost of its contract with its own work force, or the DBE subcontracts a greater portion of the work of the contract than would be expected on the basis of normal industry practice for the type of work involved,it will be presumed that it is not performing a CUF. I. Consultant shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. - 8 - J. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the form entitled, "Final Report-Utilization of Disadvantaged Business Enterprise (DBE), First-Tier Subconsultants" CEM-2402F [Exhibit 17-F, of the LAPM], certified correct by Consultant or Consultant's authorized representative and shall be furnished to the Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted.The amount will be returned to Consultant when a satisfactory "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subconsultants"is submitted to the Contract Administrator. K. If a DBE subconsultant is decertified during the life of the Agreement, the decertified subconsultant shall notify Consultant in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Agreement,the subconsultant shall notify Consultant in writing with the date of certification. Any changes should be reported to the City's Contract Administrator within 30 days. 15. COST PRINCIPLES (a) Notwithstanding any other provision of this Agreement, Consultant agrees that the Contract Cost Principles and Procedures set forth in 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the allowability of cost individual items.The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR Part 200, Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards. (b) Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by the CONSULTANT to LOCAL AGENCY. (c) In providing the services under this Agreement,Consultant agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. (d) Consultant acknowledges that payments made by City to Consultant under this Agreement are subject to audit by the California Department of Transportation ("Caltrans") and/or the federal government. The Consultant agrees to adhere to the Accounting and Auditing Guidelines for contracts with Caltrans available at dot.ca.gov, as well as the federal guidelines set forth herein. Any cost for which payment has been made to Consultant that is determined by a subsequent audit to be unallowable under 49 CFR, Part 18, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., or under Caltrans auditing principals is subject to repayment by Consultant to the City. In such case,the City shall provide Consultant with a copy of the audit findings and Consultant shall make the payment within ten days of City's request. 16. CONFLICTS OF INTEREST. Design Professional covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest,directly or indirectly,which would conflict in any manner with the interests of City or which would in any way hinder Design Professional's performance of the Services. Design Professional further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager.Design Professional agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. -9- City may determine that Design Professional must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a determination is made, Design Professional shall file the subject Form 700 with the City Clerk's Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request. City understands and acknowledges that Design Professional is,as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Design Professional is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. City understands and acknowledges that Design Professional will,perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. 17. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. All information gained or work product produced by Design Professional in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Design Professional. Design Professional shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager,except as may be required by law. Design Professional, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City,voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Design Professional gives City notice of such court order or subpoena. If Design Professional, or any officer, employee, agent or subcontractor of Design Professional, provides any information or work product in violation of this Agreement,then City shall have the right to reimbursement and indemnity from Design Professional for any damages, costs and fees, including attorney's fees,caused by or incurred as a result of Design Professional's conduct. Design Professional shall promptly notify City should Design Professional,its officers,employees, agents or subcontractors be served with any summons,complaint, subpoena,notice of deposition,request for documents, interrogatories,request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Design Professional or be present at any deposition, hearing or similar proceeding. Design Professional agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Design Professional. However,this right to review any such response does not imply or mean the right by City to control,direct,or rewrite said response. 18. INDEMNIFICATION. Indemnification by Design Professional. As provided under Civil Code Section 2782.8, Design Professional shall indemnify, protect, defend and hold harmless City and any and all of its officials, - 10- employees and agents("Indemnified Parties")from and against any and all claims.actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, liabilities, damages,costs and expenses,including attorney's fees and costs,(collectively"Claims")to the extent same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Design Professional, its officers, agents, employees or sub-consultants (or any entity or individual that Design Professional shall bear the legal liability thereof) in the performance of professional services under this Agreement, with the understanding that in the event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City and its contractors and Design Professionals, and Design Professional, damages and expenses from both indemnity and duty to defend obligations shall be borne by each party in proportion to its negligence. Indemnification from Subcontractors. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub- consultant, subcontractor or any other person or entity involved by, for, with or on behalf of Design Professional in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Design Professional fails to obtain such indemnity obligations from others as required here, Design Professional agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Design Professional and shall survive the termination of this Agreement or this section. City's Negligence. The provisions of this section do not apply to Claims occurring as a result of City's sole negligence.The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials,employees and agents. 19. INSURANCE. Design Professional agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit"C""Insurance"and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Design Professional agrees to provide City with copies of required policies upon request. 20. ASSIGNMENT. The expertise and experience of Design Professional are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Design Professional under this Agreement. In recognition of that interest, Design Professional shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Design Professional's duties or obligations under this Agreement without the prior written consent of the City. Any attempted assignment shall be ineffective,null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity,including termination of this Agreement pursuant to Section 21 "Termination of Agreement." City acknowledges, however, that Design Professional, in the performance of its duties pursuant to this Agreement,may utilize subcontractors. 21. CONTINUITY OF PERSONNEL. Design Professional shall make every reasonable effort to maintain the stability and continuity of Design Professional's staff and subcontractors, if any, assigned to perform the Services. Design - 11 - Professional shall notify City of any changes in Design Professional's staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance. 22. TERMINATION OF AGREEMENT. City may terminate this Agreement, with or without cause,at any time by giving thirty(30)days written notice of termination to Design Professional. In the event such notice is given,Design Professional shall cease immediately all work in progress. Design Professional may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. If either Design Professional or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Design Professional,or City may terminate this Agreement immediately upon written notice. Upon termination of this Agreement by either Design Professional or City, all property belonging exclusively to City which is in Design Professional's possession shall be returned to City. Design Professional shall furnish to City a final invoice for work performed and expenses incurred by Design Professional,prepared as set forth in Section 4"Compensation and Method of Payment"of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4"Compensation and Method of Payment"of this Agreement. 23. DEFAULT. In the event that Design Professional is in default under the terms of this Agreement,the City shall not have any obligation or duty to continue compensating Design Professional for any work performed after the date of default. Instead,the City may give notice to Design Professional of the default and the reasons for the default. The notice shall include the timeframe in which Design Professional may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Design Professional is in default,the City shall hold all invoices and shall,when the default is cured,proceed with payment on the invoices. In the alternative, the City may,in its sole discretion,elect to pay some or all of the outstanding invoices during the period of default. If Design Professional does not cure the default, the City may take necessary steps to terminate this Agreement under Section 19"Termination of Agreement." Any failure on the part of the City to give notice of the Design Professional's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 24. EXCUSABLE DELAYS. Design Professional shall not be liable for damages, including liquidated damages, if any,caused by delay in performance or failure to perform due to causes beyond the control of Design Professional. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. 25. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Design - 12 - Professional in every reasonable way to facilitate,without undue delay,the Services to be performed under this Agreement. 26. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To City: City of Cathedral City Attn: City Manager 68-700 Avenida Lalo Guerrero Cathedral City,CA 92234�j� To Design Professional: v� �s . )1Zo $ tJ�-e'41 vier 5/-e. leo ,T�r�1iH� eik 6716 Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or,if mailed,three(3)days after deposit of the same in the custody of the United States Postal Service. 27. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Design Professional represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Design Professional to the performance of its obligations hereunder. 28. ADMINISTRATION AND IMPLEMENTATION. This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 27 "Amendment"and the City Manager's contracting authority under the Cathedral City Municipal Code. 29. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. 30. AMENDMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Design Professional and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement,as amended,would not exceed the City Manager's contracting authority under the Cathedral City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. - 13 - 31. WAIVER Waiver by any Party to this Agreement of any term,condition,or covenant of this Agreement shall not constitute a waiver of any other term,condition,or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Design Professional shall not constitute a waiver of any of the provisions of this Agreement. 32. LAW TO GOVERN;VENUE. This Agreement shall be interpreted,construed and governed according to the laws of the State of California. In the event of litigation between the Parties,venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside. 33. ATTORNEYS FEES,COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees,costs and expenses,in addition to any other relief to which it may be entitled. 34. ENTIRE AGREEMENT. This Agreement,including the attached Exhibits"A"through"C",is the entire,complete,final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Design Professional and City prior to the execution of this Agreement. No statements,representations or other agreements,whether oral or written,made by any Party which are not embodied herein shall be valid and binding. 35. SEVERABILITY. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). 36. CONFLICTING TERMS. Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto,or with the terms of any document incorporated by reference into this Agreement,the terms of this Agreement shall control. - 14- IN WITNESS WHEREOF,the Parties hereto have executed this Agreement on the date and year first-above written. CITY OF CATHEDRAL CITY INTERWEST CONSULTING GROUP ��- 11 Charles P. McClendon By: I T 1$ t. r City Manager Its: .E ATTEST: LW& B'• L . r' .C. Its: CFO \--_ J_ -♦ A P AAA'. A. racey R. M1 inez City Clerk jib APPROVED AS TO F Eric S. Vail City Attorney NOTE: DESIGN PROFESSIONAL'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR OTHER RULES OR REGULATIONS APPLICABLE TO DESIGN PROFESSIONAL'S BUSINESS ENTITY. - 15 - A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF GItkie OR:14A C'J• .-v do ) COUNTY OF QBE Lgrj On S'cp* )7 ,2021 , before me, ' '� s GJ e..))e /47 k ei- Iv o f'—t > Date— Name and Title of Officer(e.g."Jane Doe,Notdry Public") —7 -)-Tho appeared A )-Tho O J 6. C.Le Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of MICHELLE ANNE AIKEN California that the foregoing paragraph is true and correct. NOTARY PUBLIC-STATE OF COLORADO NOTARY ID 20214002066 WITNESS my hand and official seal. MY COMMISSION EXPIRES JAN 15, 2025 i)(0 ignatw ofNotary Public OPTIONAL Though this section is optional,completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES)CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name: ▪ Individual • Corporate Officer Title(s) Title or Type of Document ▪ Partner(s) Limited General • Attorney-In-Fact Number of Pages • Trustee(s) ▪ Guardian/Conservator Other: Date of Document Signer is representing: Name of Person(s)Or Entity(ies) Signer(s)Other Than Named Above A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF 619 I ODMA )o do ) COUNTY OF-RilifghtdRINE 4.0 • On_ JSP} ,2021 ,befoie me, 1-4/cA GJJe_ f>4 Date . Name and Title Of O rcer(e.g."Jane Doe,Notary Public") personally appeared A-i Jr-=J-. A 11* • Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose nanie(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of which the person(s) MICHELLE ANNE AIKEN acted,executed the instrument. ( NOTARY PUBLIC- STATE OF COLORADO I certify under PENALTY OF PERJURY under the laws of the State of NOTARY ID 20214002066 California that the foregoing paragraph is true and correct. MY COMMISSION EXPIRES JAN 15, 2025 WITNESS my hand and official seal. (.)"/21(:2_,c2p.. Signatpre of Notary Public OPTIONAL -� Though this section is optional,completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES)CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name: ▪ Individual • Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General - Attorney-In-Fact Number of Pages ▪ Trustee(s) ▪ Guardian/Conservator ▪ Other: Date of Document Signer is representing: Name of Person(s)Or Entity(ies) Signer(s)Other Than Named Above EXHIBIT "A" SCOPE OF SERVICES The Consultant is expected to provide weekly engineering support on or off site,as determined by the Director of Engineering/Public Works.The anticipated length of the contract is two years. Typical services to be provided include,but are not limited to,the following: a. Prepare for City signatures any necessary documents,and coordinate with various City Departments to acquire and maintain funding and approvals. b. Perform plan reviews of grading,erosion control,street,storm drain,sanitary sewer,and water improvement plans along with hydrology studies,SWPPPs,and WQMPs prepared by outside design firms and City Engineering Department staff. c. Assist in the preparation of formal and informal requests for proposals for design and/or construction projects and summarize proposals received. d. Monitor and report on project status,budget vs.actual expenditures,and contract time vs. actual time. e. Provide design and construction services for minor Capital Improvement Projects. f. Prepare and track project schedules. g. Prepare correspondence,reports,and memoranda necessary to administer projects. h. Assist with issues associated with the Coachella Valley Transportation Uniform Mitigation Fee(TUMF)Program. i. Other duties as assigned by the Director of Engineering/Public Works. A-1 EXHIBIT "B" COMPENSATION (See attached rates of compensation.) B-1 COST PROPOSAL Pursuant to Cathedral City's RFP for On-Call Engineering Support Services, this cost proposal has been included under a separate cover. Identifying Project Team Members Interwest has provided the City with an hourly rate per desiganted staff member, as well as their classification roles. Please refer to the following: Classfficatlans for Engineering Key Personnel Hourly Rate Support Sees Principal-in-Charge James G. Ross $230 Project Manager -Emilq�3t�adfik $185 os_ Senior Engineering Support Craig Bradshaw, PE, PLS $165 Services Robert Eisenbeisz, PE $165 Senior Engineering Technician Charles Collett $115 Land Surveyor Gary Neal, PLS $175 Engineering Associate ill Jason Farag, PE $135 Nadia Geesman, PE, PTOE, QSP $135^ Hourly Billing Rates The rates displayed in the fee schedule below reflect Interwest's current fees. Hourly rates are typically reviewed yearly on July 1 and may be subject to revision unless under specific contract obligations. In addition, there is no charge for shipping, supply, or material costs. Our Schedule of Hourly Billing Rates is for engineering support services and for any unanticipated significant services exceeding the scope of services being proposed that may be requested during the term of the agreement. Classification Hourly Billing Rate Engineerino Principal in Charge 230 Principal Engineer 205 Project Manager 185 Traffic Engineer 175 Supervising Engineer 175 Senior Engineer 165 Licensed Land Surveyor 175 Engineering Associate III 135 Engineering Associate II 125 Engineering Associate I 115 Senior Engineering Technician 115 Engineering Technician III 105 Engineering Technician II 95 Engineering Technician I 85 Student Trainee 40 Grading Plans Examiner 150 INTERWEST EXHIBIT "C" INSURANCE A. Insurance Coverages. Service Provider shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider,its agents,representatives or employees. Service Provider shall procure and maintain the following scope and limits of insurance: Only the following"marked"requirements are applicable: X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Service Provider and City against liability or claims of liability which may arise out of this Agreement in the amount of one million dollars($1,000,000)per occurrence and subject to an annual aggregate of two million dollars ($2,000,000). Coverage shall be at least as broad as Insurance Services Office form Commercial General Liability coverage(Occurrence Form CG 0001). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or contractual liability. All defense costs shall be outside the limits of the policy. X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less than$1,000,000 for injuries, including accidental death, to any one person, and subject to the same minimum for each person,in an amount not less than one million dollars($1,000,000)for each accident,and property damage insurance in an amount of not less than one million dollars($1,000,000). A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits. Coverage shall be at least as broad as Insurance Services Office form number CA 0001 covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the approval of the City. X Workers' Compensation Insurance: Workers' Compensation insurance that includes a minimum of one million dollars ($1,000,000) of employers' liability coverage. Service Provider shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials,officers,employees,agents and representatives. In the event a claim under the provisions of the California Workers' Compensation Act is filed against City by a bona fide employee of Service Provider participating under this Agreement, Service Provider is to defend and indemnify the City from such claim. X Professional Liability Insurance: Professional liability insurance appropriate to the Service Provider's profession in an amount not less than one million dollars $1,000,000 per occurrence. This coverage may be written on a"claims made"basis,and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon,arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three(3)consecutive years following the completion of Service Provid rs services or the termination of this Agreement. During this additional three(3)year period, Service Provider shall annually and upon request of the City submit written evidence of this continuous coverage. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Coverages. B-2 a. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended,voided,cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested,has been given to City. b. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. 2. Commercial General Liability and Automobile Liability Coverages. a. City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned,occupied or used by Service Provider;or automobiles owned,leased,hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to City,and their respective elected and appointed officers,officials,or employees. b. Service Provider's insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Service Provider's insurance. c. Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. d. Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers,officials,employees or volunteers. e. The insurer waives all rights of subrogation against the City,its elected or appointed officers,officials,employees or agents. 3. Workers'Compensation Coverage. Unless the City Manager otherwise agrees in writing,the insurer shall agree to waive all rights of subrogation against City,and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider. C. Other Requirements. Service Provider agrees to deposit with City,at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete,certified copies of all required insurance policies,at any time. 1. Service Provider shall furnish certificates and endorsements from each sub- contractor identical to those Service Provider provides. 2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and B-3 volunteers, or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations,claim administration,defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. B-4 1 ACGRD® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 9/22/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Symone White RBN Insurance Services PHONE FAX 303 E Wacker Dr Ste 650 INC.No.Exti:312-856-9400 Arc,No):312-856-9425 Chicago IL 60601 ADDRess: swhite@rbninsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Fire Insurance Co. 19682 INSURED SAFELLC-01 Interwest Consulting Group INSURER B:Hartford Casualty Insurance Co 29424 P.O. Box 18330 INSURER c:Navigators Insurance Company 42307 Boulder CO 80308 INSURER D:Great American E&S Ins.Co. 37532 INSURER E:Twin City Fire Insurance Co. 29459 INSURER F: Princeton Excess&Surplus Lines Insurance Co. 10786 COVERAGES CERTIFICATE NUMBER:1563725785 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTRINSO MD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y 83UENZV3951 10/3/2020 10/3/2021 EACH OCCURRENCE $1,000,000 1 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL 8 ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 _ X POLICY X 1:178-- LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY 83UENPY9100 10/3/2020 10/3/2021 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS _ X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY _(Per accident) _ _ C UMBRELLA LIAB X OCCUR CH2OEXC8856001C 10/3/2020 10/3/2021 EACH OCCURRENCE _ $5,000,000 _ ' X EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$❑ $ E WORKERS COMPENSATION Y 83VVECE0623 5/12/2021 5/12/2022 X MUTE EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVEN N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Professional Liability TER 286-10-59 10/3/2020 10/3/2021 Each Claim/Aggregate 10,000,000 F Excess Liab(2nd)Layer 8E-A3-XL-0000121-00 10/3/2020 10/3/2021 Each Occ/Aggregate 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Cathedral City,and its respective elected and appointed officers,officials,and employees and volunteer are Additional Insured with respect to General Liability and Auto Liability as required by written contract.A Waiver of Subrogation applies in favor of the Additional Insured with respect to Workers Compensation as required by written contract.30 days notice of cancellation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE I THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Cathedral City 68700 Avenida Lalo Guerrero, AUTHORIZED REPRESENTATIVE Cathedral City, CA 92234 I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY#:83UENZV3951 4, COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. (1) The "bodily injury" or"property damage" is Read the entire policy carefully to determine rights, caused by an "occurrence" that takes duties and what is and is not covered. place in the "coverage territory"; Throughout this policy the words "you" and "your" (2) The "bodily injury" or "property damage" refer to the Named Insured shown in the occurs during the policy period; and Declarations, and any other person or organization (3) Prior to the policy period, no insured listed qualifying as a Named Insured under this policy. The under Paragraph 1. of Section II - Who Is words "we", "us" and "our" refer to the stock An Insured and no "employee" authorized insurance company member of The Hartford by you to give or receive notice of an providing this insurance. "occurrence" or claim, knew that the The word "insured" means any person or "bodily injury" or "property damage" had organization qualifying as such under Section II - occurred, in whole or in part. If such a Who Is An Insured. listed insured or authorized "employee" Other words and phrases that appear in quotation knew, prior to the policy period, that the marks have special meaning. Refer to Section V - "bodily injury" or "property damage" Definitions. occurred, then any continuation, change SECTION I - COVERAGES or resumption of such "bodily injury" or "property damage" during or after the COVERAGE A BODILY INJURY AND PROPERTY policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" will be a. We will pay those sums that the insured deemed to have been known to have becomes legally obligated to pay as damages occurred at the earliest time when any because of "bodily injury" or "property insured listed under Paragraph 1. of Section II damage" to which this insurance applies. We - Who Is An Insured or any "employee" will have the right and duty to defend the authorized by you to give or receive notice of insured against any "suit" seeking those an"occurrence" or claim: damages. However, we will have no duty to (1) Reports all, or any part, of the "bodily defend the insured against any "suit" seeking injury" or "property damage" to us or any damages for "bodily injury" or "property other insurer; damage" to which this insurance does not (2) Receives a written or verbal demand or apply. We may, at our discretion, investigate claim for damages because of the "bodily any"occurrence" and settle any claim or"suit" injury" or"property damage"; or that may result. But: (3) Becomes aware by any other means that (1) The amount we will pay for damages is "bodily injury" or "property damage" has limited as described in Section III - Limits occurred or has begun to occur. Of Insurance; and d. Damages because of "bodily injury" include (2) Our right and duty to defend ends when damages claimed by any person or we have used up the applicable limit of organization for care, loss of services or insurance in the payment of judgments or death resulting at any time from the "bodily settlements under Coverages A or B or injury". medical expenses under Coverage C. e. Incidental Medical Malpractice And Good No other obligation or liability to pay sums or Samaritan Coverage perform acts or services is covered unless explicitly provided for under Supplementary "Bodily injury" arising out of the rendering of Payments-Coverages A and B. or failure to render the following health care services by any "employee" or "volunteer b. This insurance applies to "bodily injury" and "property damage" only if: worker" shall be deemed to be caused by an "occurrence"for: HG 00 01 09 16 Page 1 of 21 ©2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (1) Professional health care services such as: (a) Liability to such party for, or for the (a) Medical, surgical, dental, laboratory, x- cost of, that party's defense has also ray or nursing services or treatment, been assumed in the same "insured advice or instruction, or the related contract"; and furnishing of food or beverages; (b)Such attorney fees and litigation (b)Any health or therapeutic service, expenses are for defense of that party treatment, advice or instruction; or against a civil or alternative dispute resolution proceeding in which (c) The furnishing or dispensing of drugs damages to which this insurance or medical, dental, or surgical supplies applies are alleged. or appliances; or c. Liquor Liability (2) First aid services, which include: "Bodily injury" or "property damage" for which (a) Cardiopulmonary resuscitation, any insured may be held liable by reason of: whether performed manually or with a defibrillator; or (1) Causing or contributing to the intoxication (b)Services performed as a Good of any person; Samaritan. (2) The furnishing of alcoholic beverages to a For the purpose of determining the limits of person under the legal drinking age or under the influence of alcohol; or insurance, any act or omission together with all related acts or omissions in the furnishing (3) Any statute, ordinance or regulation of these services to any one person will be relating to the sale, gift, distribution or use considered one"occurrence". of alcoholic beverages. However, this Incidental Medical Malpractice This exclusion applies even if the claims And Good Samaritan Coverage provision against any insured allege negligence or applies only if you are not engaged in the other wrongdoing in: business or occupation of providing any of the (a) The supervision, hiring, employment, services described in this provision. training or monitoring of others by that 2. Exclusions insured; or This insurance does not apply to: (b) Providing or failing to provide a. Expected Or Intended Injury transportation with respect to any person that may be under the influence "Bodily injury" or "property damage" expected of alcohol; or intended from the standpoint of the if the "occurrence" which caused the "bodily insured. This exclusion does not apply to injury" or "property damage", involved that "bodily injury" or "property damage" resulting which is described in Paragraph (1), (2) or(3) from the use of reasonable force to protect above. persons or property. b. Contractual Liability However, this exclusion applies only if you are in the business of manufacturing, "Bodily injury" or "property damage" for which distributing, selling, serving or furnishing the insured is obligated to pay damages by alcoholic beverages. For the purposes of this reason of the assumption of liability in a exclusion, permitting a person to bring contract or agreement. This exclusion does alcoholic beverages on your premises, for not apply to liability for damages: consumption on your premises, whether or (1) That the insured would have in the not a fee is charged or a license is required absence of the contract or agreement; or for such activity, is not by itself considered the (2) Assumed in a contract or agreement that business of selling, serving or furnishing alcoholic beverages. is an "insured contract", provided the "bodily injury" or "property damage" d. Workers' Compensation And Similar Laws occurs subsequent to the execution of the Any obligation of the insured under a workers' contract or agreement. Solely for the compensation, disability benefits or purposes of liability assumed in an unemployment compensation law or any "insured contract", reasonable attorney similar law. fees and necessary litigation expenses e. Employer's Liability incurred by or for a party other than an insured are deemed to be damages "Bodily injury"to: because of "bodily injury" or "property (1) An "employee"of the insured arising out of damage", provided: and in the course of: Page 2 of 21 HG 00 01 09 16 (a) Employment by the insured; or (c) Which are or were at any time (b) Performing duties related to the transported, handled, stored, treated, conduct of the insured's business; or disposed of, or processed as waste by (2) The spouse, child, parent, brother or sister or for: of that "employee" as a consequence of (i) Any insured; or Paragraph (1) above. (ii) Any person or organization for This exclusion applies: whom you may be legally (1) Whether the insured may be liable as an responsible; employer or in any other capacity; and (d)At or from any premises, site or (2) To any obligation to share damages with location on which any insured or any or repay someone else who must pay contractors or subcontractors working damages because of the injury. directly or indirectly on any insured's This exclusion does not apply to liability behalf are performing operations if the assumed by the insured under an "insured "pollutants" are brought on or to the contract". premises, site or location in connection f. Pollution with such operations by such insured, contractor or subcontractor. However, (1) "Bodily injury" or "property damage" this subparagraph does not apply to: arising out of the actual, alleged or (i) "Bodily injury"ryor"property damage" threatened discharge, dispersal, seepage, migration, release or escape of arising out of the escape of fuels, migration, lubricants or other operating fluids which are needed to perform the (a) At or from any premises, site or normal electrical, hydraulic or location which is or was at any time mechanical functions necessary for owned or occupied by, or rented or the operation of"mobile equipment" loaned to, any insured. However, this or its parts, if such fuels, lubricants subparagraph does not apply to: or other operating fluids escape (i) "Bodily injury" if sustained within a from a vehicle part designed to building and caused by smoke, hold, store or receive them. This fumes, vapor or soot produced by exception does not apply if the or originating from equipment that "bodily injury" or "property damage" is used to heat, cool or dehumidify arises out of the intentional the building, or equipment that is discharge, dispersal or release of used to heat water for personal the fuels, lubricants or other use, by the building's occupants or operating fluids, or if such fuels, their guests; lubricants or other operating fluids (ii) "Bodily injury" or"property damage" are brought on or to the premises, for which you may be held liable, if site or location with the intent that you are a contractor and the owner they be discharged, dispersed or or lessee of such premises, site or released as part of the operations location has been added to your being performed by such insured, policy as an additional insured with contractor or subcontractor; respect to your ongoing operations (ii) "Bodily injury"or"property damage" performed for that additional sustained within a building and insured at that premises, site or caused by the release of gases, location and such premises, site or fumes or vapors from materials location is not and never was brought into that building in owned or occupied by, or rented or connection with operations being loaned to, any insured, other than performed by you or on your behalf that additional insured; or by a contractor or subcontractor; or (iii) "Bodily injury" or"property damage" (iii) "Bodily injury" or"property damage" arising out of heat, smoke or fumes arising out of heat, smoke or fumes from a "hostile fire"; from a "hostile fire"; or (b)At or from any premises, site or (e) At or from any premises, site or location which is or was at any time location on which any insured or any used by or for any insured or others for contractors or subcontractors working the handling, storage, disposal, directly or indirectly on any insured's processing or treatment of waste; behalf are performing operations if the HG 00 01 09 16 Page 3 of 21 operations are to test for, monitor, (4) Liability assumed under any "insured clean up, remove, contain, treat, contract" for the ownership, maintenance detoxify or neutralize, or in any way or use of aircraft or watercraft; respond to, or assess the effects of, (5) "Bodily injury" or "property damage" "pollutants". arising out of: (2) Any loss, cost or expense arising out of (a) The operation of machinery or any: equipment that is attached to, or part (a) Request, demand, order or statutory or of, a land vehicle that would qualify regulatory requirement that any under the definition of "mobile insured or others test for, monitor, equipment" if it were not subject to a clean up, remove, contain, treat, compulsory or financial responsibility detoxify or neutralize, or in any way law or other motor vehicle insurance respond to, or assess the effects of, law where it is licensed or principally "pollutants"; or garaged; or (b) Claim or suit by or on behalf of a (b) The operation of any of the machinery governmental authority for damages or equipment listed in Paragraph f.(2) because of testing for, monitoring, or f.(3) of the definition of "mobile cleaning up, removing, containing, equipment"; or treating, detoxifying or neutralizing, or (6) An aircraft that is not owned by any in any way responding to, or assessing insured and is hired, chartered or loaned the effects of, "pollutants". with a paid crew. However, this exception However, this paragraph does not apply to does not apply if the insured has any other liability for damages because of "property insurance for such "bodily injury" or damage" that the insured would have in "property damage", whether the other the absence of such request, demand, insurance is primary, excess, contingent order or statutory or regulatory or on any other basis. requirement, or such claim or "suit" by or h. Mobile Equipment on behalf of a governmental authority. "Bodily injury" or "property damage" arising g. Aircraft, Auto Or Watercraft out of: "Bodily injury" or "property damage" arising (1) The transportation of "mobile equipment" out of the ownership, maintenance, use or by an "auto" owned or operated by or entrustment to others of any aircraft, "auto" or rented or loaned to any insured; or watercraft owned or operated by or rented or (2) The use of"mobile equipment" in, or while loaned to any insured. Use includes operation and "loading or unloading". in practice for, or while being prepared for, any prearranged racing, speed, This exclusion applies even if the claims demolition, or stunting activity. against any insured allege negligence or i. War other wrongdoing in the supervision, hiring, employment, training or monitoring of others "Bodily injury" or "property damage", however by that insured, if the "occurrence" which caused, arising, directly or indirectly, out of: caused the "bodily injury" or "property (1) War, including undeclared or civil war; damage" involved the ownership, (2) Warlike action by a military force, including maintenance, use or entrustment to others of action in hindering or defending against an any aircraft, "auto" or watercraft that is owned actual or expected attack, by any or operated by or rented or loaned to any government, sovereign or other authority insured. using military personnel or other agents; This exclusion does not apply to: or (1) A watercraft while ashore on premises you (3) Insurrection, rebellion, revolution, usurped own or rent; power, or action taken by governmental (2) A watercraft you do not own that is: authority in hindering or defending against any of these. (a) Less than 51 feet long; and (b) Not being used to carry persons for a j. Damage To Property charge; "Property damage"to: (3) Parking an "auto" on, or on the ways next (1) Property you own, rent, or occupy, to, premises you own or rent, provided the including any costs or expenses incurred "auto" is not owned by or rented or loaned by you, or any other person, organization to you or the insured; or entity, for repair, replacement, Page 4 of 21 HG 00 01 09 16 enhancement, restoration or maintenance m. Damage To Impaired Property Or Property of such property for any reason, including Not Physically Injured prevention of injury to a person or damage "Property damage" to "impaired property" or to another's property; property that has not been physically injured, (2) Premises you sell, give away or abandon, arising out of: if the "property damage" arises out of any (1) A defect, deficiency, inadequacy or part of those premises; dangerous condition in "your product" or (3) Property loaned to you; "your work"; or (4) Personal property in the care, custody or (2) A delay or failure by you or anyone acting control of the insured; on your behalf to perform a contract or (5) That particular part of real property on agreement in accordance with its terms. which you or any contractors or This exclusion does not apply to the loss of subcontractors use of other property arising out of sudden working directly or indirectly on your behalf and accidental physical injury to "your are performing operations, if the "property product" or "your work" after it has been put damage"arises out of those operations; or to its intended use. (6) That particular part of any property that n. Recall Of Products, Work Or Impaired must be restored, repaired or replaced Property because "your work" was incorrectly p y performed on it. Damages claimed for any loss, cost or Paragraphs (1), (3) and (4) of this exclusion expense incurred by you or others for the loss do not apply to "property damage" (other than of use, withdrawal, recall, inspection, repair, damage by fire) to premises, including the replacement, adjustment, removal or disposal contents of such premises, rented to you for a of: period of seven or fewer consecutive days. A (1) "Your product"; separate limit of insurance applies to Damage (2) "Your work"; or To Premises Rented To You as described in (3) "Impaired property"; Section III - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if such product, work, or property is withdrawn if the premises are "your work" and were or recalled from the market or from use by never occupied, rented or held for rental by any person or organization because of a known or suspected defect, deficiency, you. ra hs (3) and (4) of this exclusion do inadequacy or dangerous condition in it. Para Paragraphs not apply to "property damage" arising from o. Personal And Advertising Injury the use of elevators. "Bodily injury" arising out of "personal and Paragraphs (3), (4), (5) and (6) of this advertising injury". exclusion do not apply to liability assumed p. Access or Disclosure Of Confidential Or under a sidetrack agreement. Personal Information And Data-related Paragraphs (3) and (4) of this exclusion do Liability not apply to "property damage" to borrowed Damages arising out of: equipment while not being used to perform (1) Any access to or disclosure of any operations at the job site. person's or organization's confidential or Paragraph (6) of this exclusion does not apply personal information, including patents, to "property damage" included in the trade secrets, processing methods, "products-completed operations hazard". customer lists, financial information, credit k. Damage To Your Product card information, health information or any "Property damage" to "your product" arising other type of nonpublic information; or out of it or any part of it. (2) The loss of, loss of use of, damage to, I. Damage To Your Work corruption of, inability to access, or "Property damage" to "your work" arising out inability to manipulate electronic data. of it or any part of it and included in the This exclusion applies even if damages are "products-completed operations hazard". claimed for notification costs, credit This exclusion does not apply if the damaged monitoring expenses, forensic expenses, work or the work out of which the damage public relations expenses or any other loss, arises was performed on your behalf by a cost or expense incurred by you or others subcontractor. arising out of that which is described in Paragraph (1) or(2) above. HG 00 01 09 16 Page 5 of 21 • However, unless Paragraph (1) above detoxifying or neutralizing or in any applies, this exclusion does not apply to way responding to or assessing the damages because of"bodily injury". effects of an "asbestos hazard". As used in this exclusion, electronic data s. Recording And Distribution Of Material Or means information, facts or programs stored Information In Violation Of Law as or on, created or used on, or transmitted to "Bodily injury" or "property damage" arising or from computer software, including systems directly or indirectly out of any action or and applications software, hard or floppy omission that violates or is alleged to violate: disks, CD-ROMS, tapes, drives, cells, data (1) The Telephone Consumer Protection Act processing devices or any other media which (TCPA), including any amendment of or are used with electronically controlled addition to such law; equipment. q. Employment-Related Practices (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; "Bodily injury"to: (3) The Fair Credit Reporting Act(FCRA), and (1) A person arising out of any "employment- any amendment of or addition to such law, related practices"; or including the Fair and Accurate Credit (2) The spouse, child, parent, brother or sister Transaction Act(FACTA); or of that person as a consequence of"bodily (4) Any federal, state or local statute, injury" to that person at whom any ordinance or regulation, other than the "employment-related practices" are TCPA or CAN-SPAM Act of 2003 or FCRA directed. and their amendments and additions, that This exclusion applies: addresses, prohibits or limits the printing, (1) Whether the injury-causing event dissemination, disposal, collecting, described in the definition of"employment- recording, sending, transmitting, related practices" occurs before communicating or distribution of material employment, during employment or after or information. employment of that person; Damage To Premises Rented To You - (2) Whether the insured may be liable as an Exception For Damage By Fire, Lightning Or employer or in any other capacity; and Explosion (3) To any obligation to share damages with Exclusions c. through h. and j. through n. do not or repay someone else who must pay apply to damage by fire, lightning or explosion to damages because of the injury. premises while rented to you or temporarily r. Asbestos occupied by you with permission of the owner. A separate limit of insurance applies to this (1) "Bodily injury" or "property damage" coverage as described in Section III - Limits Of arising out of the "asbestos hazard". Insurance. (2) Any damages, judgments, settlements, COVERAGE B PERSONAL AND ADVERTISING loss, costs or expenses that: INJURY LIABILITY (a) May be awarded or incurred by reason 1. Insuring Agreement of any claim or suit alleging actual or a. We will pay those sums that the insured threatened injury or damage of any nature or kind to persons or property becomes legally obligated to pay as damages which would not have occurred in because of "personal and advertising injury" whole or in part but for the "asbestos to which this insurance applies. We will have hazard"; the right and duty to defend the insured against any "suit" seeking those damages. (b)Arise out of any request, demand, However, we will have no duty to defend the order or statutory or regulatory insured against any "suit" seeking damages requirement that any insured or others for "personal and advertising injury" to which test for, monitor, clean up, remove, this insurance does not apply. We may, at our encapsulate, contain, treat, detoxify or discretion, investigate any offense and settle neutralize or in any way respond to or any claim or"suit"that may result. But: assess the effects of an "asbestos (1) The amount we will pay for damages is hazard"; or limited as described in Section III - Limits (c) Arise out of any claim or suit for Of Insurance; and damages because of testing for, (2) Our right and duty to defend end when we monitoring, cleaning up, removing, encapsulating, containing, treating, have used up the applicable limit of insurance in the payment of judgments or Page 6 of 21 HG 00 01 09 16 settlements under Coverages A or B or h. Wrong Description Of Prices medical expenses under Coverage C. "Personal and advertising injury" arising out of No other obligation or liability to pay sums or the wrong description of the price of goods, perform acts or services is covered unless products or services. explicitly provided for under Supplementary i. Infringement Of Intellectual Property Payments-Coverages A and B. Rights b. This insurance applies to "personal and (1) "Personal and advertising injury" arising advertising injury" caused by an offense out of any actual or alleged infringement arising out of your business but only if the or violation of any intellectual property offense was committed in the "coverage rights such as copyright, patent, territory" during the policy period. trademark, trade name, trade secret, trade 2. Exclusions dress, service mark or other designation This insurance does not apply to: of origin or authenticity; or a. Knowing Violation Of Rights Of Another (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement "Personal and advertising injury" arising out of oan offense committed by, at the direction or allegation property violation ofany intellectual with the consent or acquiescence of the right, whether such aallegation of insuredinfringement or violation is made by you or with the expectation of inflicting by any other party involved in the claim or "personal and advertising injury". "suit", regardless of whether this b. Material Published With Knowledge Of insurance would otherwise apply. Falsity However, this exclusion does not apply if the "Personal and advertising injury" arising out of only allegation in the claim or "suit" involving oral, written or electronic publication, in any any intellectual property right is limited to: manner, of material, if done by or at the (1) Infringement, in your"advertisement", of: direction of the insured with knowledge of its falsity. (a) Copyright; c. Material Published Prior To Policy Period (b) Slogan; or "Personal and advertising injury" arising out of (c) Title of any literary or artistic work; or oral, written or electronic publication, in any (2) Copying, in your "advertisement", a manner, of material whose first publication person's or organization's "advertising took place before the beginning of the policy idea" or style of"advertisement". period. j. Insureds In Media And Internet Type d. Criminal Acts Businesses "Personal and advertising injury" arising out of "Personal and advertising injury" committed a criminal act committed by or at the direction by an insured whose business is: of the insured. (1) Advertising, broadcasting, publishing or e. Contractual Liability telecasting; "Personal and advertising injury"for which the (2) Designing or determining content of web insured has assumed liability in a contract or sites for others; or agreement. This exclusion does not apply to (3) An Internet search, access, content or liability for damages that the insured would service provider. have in the absence of the contract or agreement. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of f. Breach Of Contract "personal and advertising injury" under the "Personal and advertising injury"arising out of a Definitions Section. breach of contract, except an implied contract to For the purposes of this exclusion, the placing use another's "advertising idea" in your of frames, borders or links, or advertising, for "advertisement". you or others anywhere on the Internet, is not g. Quality Or Performance Of Goods - Failure by itself, considered the business of To Conform To Statements advertising, broadcasting, publishing or "Personal and advertising injury" arising out of telecasting. the failure of goods, products or services to k. Electronic Chatrooms Or Bulletin Boards conform with any statement of quality or "Personal and advertising injury" arising out of performance made in your"advertisement". an electronic chatroom or bulletin board the HG 00 01 09 16 Page 7 of 21 insured hosts, owns, or over which the (4) Computer code, software or programming insured exercises control. used to enable: I. Unauthorized Use Of Another's Name Or (a) Your web site; or Product (b)The presentation or functionality of an "Personal and advertising injury" arising out of "advertisement" or other content on the unauthorized use of another's name or your web site. product in your e-mail address, domain name q. Right Of Privacy Created By Statute or metatags, or any other similar tactics to mislead another's potential customers. "Personal and advertising injury" arising out of m. Pollution the violation of a person's right of privacy created by any state or federal act. "Personal and advertising injury" arising out of However, this exclusion does not apply to the actual, alleged or threatened discharge, liability for damages that the insured would dispersal, seepage, migration, release or have in the absence of such state or federal escape of"pollutants"at any time. act. n. Pollution-Related r. Violation Of Anti-Trust law Any loss, cost or expense arising out of any: "Personal and advertising injury" arising out of (1) Request, demand, order or statutory or a violation of any anti-trust law. regulatory requirement that any insured or s. Securities others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in "Personal and advertising injury" arising out of any way respond to, or assess the effects the fluctuation in price or value of any stocks, of, "pollutants"; or bonds or other securities. (2) Claim or suit by or on behalf of a t. Recording And Distribution Of Material Or governmental authority for damages Information In Violation Of Law because of testing for, monitoring, "Personal and advertising injury" arising cleaning up, removing, containing, directly or indirectly out of any action or treating, detoxifying or neutralizing, or in omission that violates or is alleged to violate: any way responding to, or assessing the (1) The Telephone Consumer Protection Act effects of, "pollutants". (TCPA), including any amendment of or o. War addition to such law; "Personal and advertising injury", however (2) The CAN-SPAM Act of 2003, including caused, arising, directly or indirectly, out of: any amendment of or addition to such law; (1) War, including undeclared or civil war; (3) The Fair Credit Reporting Act(FCRA), and (2) Warlike action by a military force, including any amendment of or addition to such law, action in hindering or defending against an including the Fair and Accurate Credit actual or expected attack, by any Transaction Act(FACTA); or government, sovereign or other authority (4) Any federal, state or local statute, using military personnel or other agents; ordinance or regulation, other than the or TCPA or CAN-SPAM Act of 2003 or FCRA (3) Insurrection, rebellion, revolution, usurped and their amendments and additions, that power, or action taken by governmental addresses, prohibits or limits the printing, authority in hindering or defending against dissemination, disposal, collecting, any of these. recording, sending, transmitting, p. Internet Advertisements And Content Of communicating or distribution of material or information. Others "Personal and advertising injury" arising out u. Employment-Related Practices of: "Personal and advertising injury"to: (1) An "advertisement" for others on your web (1) A person arising out of any "employment site; related practices"; or (2) Placing a link to a web site of others on (2) The spouse, child, parent, brother or sister your web site; of that person as a consequence of "personal and advertising injury" to that (3) Content, including information, sounds, person at whom any "employment-related text, graphics, or images from a web site practices" are directed. of others displayed within a frame or border on your web site; or Page 8 of 21 HG 00 01 09 16 This exclusion applies: COVERAGE C MEDICAL PAYMENTS (1) Whether the injury-causing event 1. Insuring Agreement described in the definition of"employment- a. We will pay medical expenses as described related practices" occurs before below for "bodily injury" caused by an employment, during employment or after accident: employment of that person; (1) On premises you own or rent; (2) Whether the insured may be liable as an employer or in any other capacity; and (2) On ways next to premises you own or rent; or (3) To any obligation to share damages with or repay someone else who must pay (3) Because of your operations; damages because of the injury. provided that: v. Asbestos (1) The accident takes place in the "coverage (1) "Personal and advertising injury" arising territory" and during the policy period; out of the "asbestos hazard". (2) The expenses are incurred and reported (2) Any damages, judgments, settlements, to us within three years of the date of the loss, costs or expenses that: accident; and (a) May be awarded or incurred by reason (3) The injured person submits to of any claim or suit alleging actual or examination, at our expense, by threatened injury or damage of any physicians of our choice as often as we nature or kind to persons or property reasonably require. which would not have occurred in b. We will make these payments regardless of whole or in part but for the "asbestos fault. These payments will not exceed the hazard"; applicable limit of insurance. We will pay (b)Arise out of any request, demand, reasonable expenses for: order or statutory or regulatory (1) First aid administered at the time of an requirement that any insured or others accident; test for, monitor, clean up, remove, (2) Necessary medical, surgical, X-ray and encapsulate, contain, treat, detoxify or dental services, including prosthetic neutralize or in any way respond to or devices; and assess the effects of an "asbestos (3) Necessary ambulance, hospital, hazard"; or professional nursing and funeral services. (c) Arise out of any claim or suit for damages because of testing for, 2. Exclusions monitoring, cleaning up, removing, We will not pay expenses for"bodily injury": encapsulating, containing, treating, a. Any Insured detoxifying or neutralizing or in any To any insured, except"volunteer workers". way responding to or assessing the effects of an"asbestos hazard". b. Hired Person w. Access Or Disclosure Of Confidential Or To a person hired to do work for or on behalf Personal Information of any insured or a tenant of any insured. "Personal and advertising injury" arising out of c. Injury On Normally Occupied Premises any access to or disclosure of any person's or To a person injured on that part of premises organization's confidential or personal you own or rent that the person normally information, including patents, trade secrets, occupies. processing methods, customer lists, financial d. Workers Compensation And Similar Laws information, credit card information, health information or any other type of nonpublic To a person, whether or not an "employee" of information. any insured, if benefits for the"bodily injury" are This exclusion applies even if damages are payable or must be provided under a workers' claimed for notification costs, credit compensation or disability benefits law or a monitoring expenses, forensic expenses, similar law. public relations expenses or any other loss, e. Athletics Activities cost or expense incurred by you or others To a person injured while practicing, arising out of any access to or disclosure of instructing or participating in any physical any person's or organization's confidential or exercises or games, sports, or athletic personal information. contests. HG 00 01 09 16 Page 9 of 21 f. Products-Completed Operations Hazard assumed by the insured in the same "insured Included within the "products-completed contract"; operations hazard". d. The allegations in the "suit" and the g. Coverage A Exclusions information we know about the "occurrence" Excluded under Coverage A. are such that no conflict appears to exist between the interests of the insured and the SUPPLEMENTARY PAYMENTS - COVERAGES interests of the indemnitee; A AND B e. The indemnitee and the insured ask us to 1. We will pay, with respect to any claim we conduct and control the defense of that investigate or settle, or any "suit" against an indemnitee against such "suit" and agree that insured we defend: we can assign the same counsel to defend a. All expenses we incur. the insured and the indemnitee; and b. Up to $1,000 for cost of bail bonds required f. The indemnitee: because of accidents or traffic law violations (1) Agrees in writing to: arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. (a) Cooperate with us in the investigation, We do not have to furnish these bonds. settlement or defense of the "suit"; c. The cost of appeal bonds or bonds to release (b) Immediately send us copies of any attachments, but only for bond amounts demands, notices, summonses or legal within the applicable limit of insurance. We do papers received in connection with the not have to furnish these bonds. "suit"; d. All reasonable expenses incurred by the (c) Notify any other insurer whose insured at our request to assist us in the coverage is available to the investigation or defense of the claim or "suit",, indemnitee; and including actual loss of earnings up to $500 a (d)Cooperaterespect to day because of time off from work. with us with coordinating other applicable e. All court costs taxed against the insured in insurance available to the indemnitee; the "suit". However, such costs do not and include attorneys' fees, attorneys' expenses, (2) Provides us with written authorization to: witness or expert fees, or any other expenses of a party taxed to the insured. (a) Obtain records and other information f. Prejudgment interest awarded against the related to the "suit"; and insured on that part of the judgment we pay. If (b)Conduct and control the defense of the we make an offer to pay the applicable limit of indemnitee in such "suit". insurance, we will not pay any prejudgment So long as the above conditions are met, interest based on that period of time after the attorneys' fees incurred by us in the defense of offer. that indemnitee, necessary litigation expenses g. All interest on the full amount of any judgment incurred by us and necessary litigation expenses that accrues after entry of the judgment and incurred by the indemnitee at our request will be before we have paid, offered to pay, or paid as Supplementary Payments. deposited in court the part of the judgment Notwithstanding the provisions of Paragraph that is within the applicable limit of insurance. 2.b.(2) of Section I - Coverage A - Bodily Injury These payments will not reduce the limits of And Property Damage Liability, such payments insurance. will not be deemed to be damages for "bodily 2. If we defend an insured against a "suit" and an injury" and "property damage"and will not reduce indemnitee of the insured is also named as a the limits of insurance. party to the "suit", we will defend that indemnitee Our obligation to defend an insured's indemnitee if all of the following conditions are met: and to pay for attorneys' fees and necessary a. The "suit" against the indemnitee seeks litigation expenses as Supplementary Payments damages for which the insured has assumed ends when: the liability of the indemnitee in a contract or a. We have used up the applicable limit of agreement that is an "insured contract"; insurance in the payment of judgments or b. This insurance applies to such liability settlements; or assumed by the insured; b. The conditions set forth above, or the terms of c. The obligation to defend, or the cost of the the agreement described in Paragraph f. defense of, that indemnitee, has also been above, are no longer met. Page 10 of 21 HG 00 01 09 16 N RED "volunteer worker" as a consequence SECTION II -WHO IS ANI SU 1. If you are designated in the Declarations as: of Paragraph (1)(a)above; a. An individual, you and your spouse are (c) For which there is any obligation to insureds, but only with respect to the conduct share damages with or repay someone of a business of which you are the sole else who must pay damages because owner. of the injury described in Paragraphs b. A partnership or joint venture, you are an (1)(a) or(1)(b) above; or insured. Your members, your partners, and (d)Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an If you are not in the business of providing insured. Your members are also insureds, but professional health care services: only with respect to the conduct of your (a) Subparagraphs (1)(a), (1)(b) and (1)(c) business. Your managers are insureds, but above do not apply to any "employee" only with respect to their duties as your or "volunteer worker" providing first aid managers. services; and d. An organization other than a partnership,joint (b)Subparagraph (1)(d) above does not venture or limited liability company, you are apply to any nurse, emergency medical an insured. Your "executive officers" and technician or paramedic employed by directors are insureds, but only with respect to you to provide such services. their duties as your officers or directors. Your (2) "Property damage"to property: stockholders are also insureds, but only with respect to their liability as stockholders. (a) Owned, occupied or used by, e. A trust, you are an insured. Your trustees are (b) Rented to, in the care, custody or also insureds, but only with respect to their control of, or over which physical duties as trustees. control is being exercised for any purpose by 2. Each of the following is also an insured: a. Employees And Volunteer Workers you, any of your "employees", "volunteer workers", any partner or member (if you Your "volunteer workers" only while are a partnership or joint venture), or any performing duties related to the conduct of member (if you are a limited liability your business, or your "employees", other company). than either your"executive officers" (if you are b. Real Estate Manager an organization other than a partnership, joint venture or limited liability company) or your Any person (other than your "employee" or managers (if you are a limited liability "volunteer worker"), or any organization while company), but only for acts within the scope acting as your real estate manager. of their employment by you or while c. Temporary Custodians Of Your Property performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, However, none of these "employees" or but only: "volunteer workers"are insureds for: (1) With respect to liability arising out of the (1) "Bodily injury" or"personal and advertising maintenance or use of that property; and injury": (2) Until your legal representative has been (a) To you, to your partners or members (if appointed. you are a partnership or joint venture), d. Legal Representative If You Die to your members (if you are a limited Your legal representative if you die, but only liability company), to a co "employee" with respect to duties as such. That while in the course of his or her employment or performing duties representative will have all your rights and related to the conduct of your duties under this Coverage Part. business, or to your other "volunteer e. Unnamed Subsidiary workers" while performing duties Any subsidiary, and subsidiary thereof, of related to the conduct of your yours which is a legally incorporated entity of business; which you own a financial interest of more (b)To the spouse, child, parent, brother or than 50% of the voting stock on the effective sister of that co-"employee" or that date of the Coverage Part. HG 00 01 09 16 Page 11 of 21 1 The insurance afforded herein for any A person or organization is an additional insured subsidiary not named in this Coverage Part under this provision only for that period of time as a named insured does not apply to injury required by the contract or agreement. or damage with respect to which such insured However, no such person or organization is an is also a named insuredunder another policy insured under this provision if such person or or would be a named insured under such organization is included as an insured byan 9 policy but for its termination or the exhaustion endorsement issued by us and made a part of of its limits of insurance. this Coverage Part. 3. Newly Acquired Or Formed Organization a. Vendors Any organization you newly acquire or form, Any person(s) or organization(s) (referred to other than a partnership, joint venture or limited below as vendor), but only with respect to liability company, and over which you maintain "bodily injury" or "property damage" arising financial interest of more than 50% of the votingoutof"yourproducts" whi h rdistributedor ouc are stock, will qualifyas a Named Insured if there is y sold in the regular course of the vendor's no other similar insurance available to that business and only if this Coverage Part organization. However: provides coverage for "bodily injury" or a. Coverage under this provision is afforded only "property damage" included within the until the 180th day after you acquire or form "products-completed operations hazard". the organization or the end of the policy (1) The insurance afforded the vendor is period, whichever is earlier; subject to the following additional b. Coverage A does not apply to "bodily injury" exclusions: or "property damage" that occurred before This insurance does not apply to: you acquired or formed the organization; and (a) "Bodilyinjury" or"property dams e" for c. Coverage B does not I to "personal and y g 9 apply P which the vendor is obligated to pay advertising injury" arising out of an offense damages by reason of the assumption committed before you acquired or formed the of liability in a contract or agreement. organization. This exclusion does not apply to 4. Nonowned Watercraft liability for damages that the vendor With respect to watercraft you do not own that is would have in the absence of the less than 51 feet long and is not being used to contract or agreement; carry persons for a charge, any person is an (b)Any express warranty unauthorized by insured while operating such watercraft with your you; permission. Any other person or organization (c)Any physical or chemical change in the responsible for the conduct of such person is product made intentionally by the also an insured, but only with respect to liability vendor; arising out of the operation of the watercraft, and (d)Repackaging, except when unpacked only if no other insurance of any kind is available solely for the purpose of inspection, to that person or organization for this liability. demonstration, testing, or the However, no person or organization is an insured substitution of parts under instructions with respect to: from the manufacturer, and then a. "Bodily injury" to a co-"employee" of the repackaged in the original container; person operating the watercraft; or (e) Any failure to make such inspections, b. "Property damage" to property owned by, adjustments, tests or servicing as the rented to, in the charge of or occupied by you vendor has agreed to make or normally or the employer of any person who is an undertakes to make in the usual insured under this provision. course of business, in connection with 5. Additional Insureds When Required By the distribution or sale of the products; Written Contract, Written Agreement Or (f) Demonstration, installation, servicing Permit or repair operations, except such The following person(s) or organization(s) are an operations performed at the vendor's additional insured when you have agreed, in a premises in connection with the sale of written contract, written agreement or because of the product; a permit issued by a state or political subdivision, (g) Products which, after distribution or that such person or organization be added as an sale by you, have been labeled or additional insured on your policy, provided the relabeled or used as a container, part injury or damage occurs subsequent to the or ingredient of any other thing or execution of the contract or agreement. substance by or for the vendor; or Page 12 of 21 HG 00 01 09 16 1 (h)"Bodily injury" or "property damage" omissions of those acting on your behalf: arising out of the sole negligence of the (1) In connection with your premises; or vendor for its own acts or omissions or (2) In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf. exclusion does not apply to: (i) The exceptions contained in Sub- With respect to the insurance afforded these paragraphs(d) or(f); or additional insureds, the following additional exclusion applies: (ii) Such inspections, adjustments, This insurance does not apply to "bodily tests or servicing as the vendor has agreed to make or normally injury", "property damage" or "personal and undertakes to make in the usual advertising injury" arising out of the rendering course of business, in connection of or the failure to render any professional with the distribution or sale of the services by or for you, including: products. 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, (2) This insurance does not apply to any opinions, reports, surveys, field orders, insured person or organization, from change orders or drawings and whom you have acquired such products, or any ingredient, part or container, specifications; or entering into, accompanying or containing 2. Supervisory, inspection, architectural or such products. engineering activities. b. Lessors Of Equipment This exclusion applies even if the claims (1) Any person(s) or organization(s) from against any insured allege negligence or whom you lease equipment; but only with other wrongdoing in the supervision, hiring, employment, training or monitoring of others respect to their liability for "bodily injury", by that insured, if the "occurrence" which "property damage" or "personal and caused the "bodily injury" or "property advertising injury" caused, in whole or in damage", or the offense which caused the part, by your maintenance, operation or use of equipment leased to you by such "personal and advertising injury", involved the rendering of or the failure to render any person(s) or organization(s). professional services by or for you. (2) With respect to the insurance afforded to e. Permits Issued By State Or Political these additional insureds this insurance Subdivisions does not apply to any "occurrence" which takes place after the equipment lease Any state or political subdivision, but only with expires. respect to operations performed by you or on c. Lessors Of Land Or Premises your behalf for which the state or political subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded these lease land or premises, but only with respect additional insureds, this insurance does not to liability arising out of the ownership, maintenance or use of that part of the land or apply to: premises leased to you. (1) "Bodily injury", "property damage" or With respect to the insurance afforded these "personal and advertising injury" arising out of operations performed for the state additional insureds the following additional exclusions a I or municipality; or pp y (2) "Bodily injury" or "property damage" This insurance does not apply to: included within the "products-completed 1. Any "occurrence" which takes place after operations hazard". you cease to lease that land; or f. Any Other Party 2. Structural alterations, new construction or Any other person or organization who is not demolition operations performed by or on an additional insured under Paragraphs a. behalf of such person or organization. through e. above, but only with respect to d. Architects, Engineers Or Surveyors liability for "bodily injury", "property damage" Any architect, engineer, or surveyor, but only or"personal and advertising injury" caused, in with respect to liability for "bodily injury", whole or in part, by your acts or omissions or "property damage" or "personal and the acts or omissions of those acting on your advertising injury" caused, in whole or in part, behalf: by your acts or omissions or the acts or (1) In the performance of your ongoing operations; HG 00 01 09 16 Page 13 of 21 (2) In connection withyourpremises owned Noperson or organization is an insured with respect 9 by or rented to you; or to the conduct of any current or past partnership, (3) In connection with "your work" and joint venture or limited liability company that is not included within the "products-completed shown as a Named Insured in the Declarations. operations hazard", but only if SECTION III - LIMITS OF INSURANCE (a) The written contract or agreement 1. The Most We Will Pay requires you to provide such coverage The Limits of Insurance shown in the to such additional insured; and Declarations and the rules below fix the most we (b)This Coverage Part provides coverage will pay regardless of the number of: for"bodily injury" or "property damage" a. Insureds; included within the "products- completed operations hazard". b. Claims made or"suits" brought; or However: c. Persons or organizations making claims or bringing"suits". (1) The insurance afforded to such additional insured only applies to the extent 2. General Aggregate Limit permitted by law; and The General Aggregate Limit is the most we will (2) If coverage provided to the additional pay for the sum of: insured is required by a contract or a. Medical expenses under Coverage C; agreement, the insurance afforded to such b. Damages under Coverage A, except additional insured will not be broader than damages because of "bodily injury" or that which you are required by the contract "property damage" included in the "products- or agreement to provide for such completed operations hazard"; and additional insured. c. Damages under Coverage B. With respect to the insurance afforded to 3. Products-Completed Operations Aggregate these additional insureds, this insurance does not apply to: Limit "Bodily injury", "property damage" or The Products-Completed Operations Aggregate "personal and advertising injury" arising out of Limit is the most we will pay under Coverage A the rendering of, or the failure to render, any for damages because of "bodily injury" and professional architectural, engineering or "property damage" included in the products surveying services, including: completed operations hazard". (1) The preparing, approving, or failing to 4. Personal And Advertising Injury Limit prepare or approve, maps, shop drawings, Subject to 2. above, the Personal and r AdvertisingInjuryLimit is the most we will pay reports, surveys, field orders, P Y change orders or drawings and under Coverage B for the sum of all damages specifications; or because of all "personal and advertising injury" (2) Supervisory, inspection, architectural or sustained by any one person or organization. engineering activities. 5. Each Occurrence Limit This exclusion applies even if the claims Subject to 2. or 3. above, whichever applies, the against any insured allege negligence or Each Occurrence Limit is the most we will pay for other wrongdoing in the supervision, hiring, the sum of: employment, training or monitoring of others a. Damages under Coverage A; and by that insured, if the "occurrence" which b. Medical expenses under Coverage C caused the "bodily injury" or "property damage", or the offense which caused the because of all "bodily injury" and "property "personal and advertising injury", involved the damage"arising out of any one "occurrence". rendering of or the failure to render any 6. Damage To Premises Rented To You Limit professional services by or for you. Subject to 5. above, the Damage To Premises The limits of insurance that apply to additional Rented To You Limit is the most we will pay insureds is described in Section III - Limits Of under Coverage A for damages because of Insurance. "property damage" to any one premises, while How this insurance applies when other insurance rented to you, or in the case of damage by fire, is available to the additional insured is described lightning or explosion, while rented to you or in the Other Insurance Condition in Section IV - temporarily occupied by you with permission of Commercial General Liability Conditions. the owner. Page 14 of 21 HG 00 01 09 16 In the case of damage by fire, lightning or b. Notice Of Claim explosion, the Damage to Premises Rented To If a claim is made or "suit" is brought against You Limit applies to all damage proximately any insured, you or any additional insured caused by the same event, whether such must: damage results from fire, lightning or explosion or any combination of these. (1) Immediately record the specifics of the claim or"suit" and the date received; and 7. Medical Expense Limit (2) Notify us as soon as practicable. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all You or any additional insured must see to it medical expenses because of "bodily injury" that we receive written notice of the claim or sustained by any one person. "suit"as soon as practicable. 8. How Limits Apply To Additional Insureds c. Assistance And Cooperation Of The Insured If you have agreed in a written contract or written agreement that another person or organization You and any other involved insured must: be added as an additional insured on your policy, (1) Immediately send us copies of any the most we will pay on behalf of such additional demands, notices, summonses or legal insured is the lesser of: papers received in connection with the a. The limits of insurance specified in the written claim or"suit"; contract or written agreement; or (2) Authorize us to obtain records and other b. The Limits of Insurance shown in the information; Declarations. (3) Cooperate with us in the investigation or Such amount shall be a part of and not in settlement of the claim or defense against addition to Limits of Insurance shown in the the "suit"; and Declarations and described in this Section. (4) Assist us, upon our request, in the The Limits of Insurance of this Coverage Part apply enforcement of any right against any person separately to each consecutive annual period and to or organization which may be liable to the any remaining period of less than 12 months, insured because of injury or damage to starting with the beginning of the policy period which this insurance may also apply. shown in the Declarations, unless the policy period d. Obligations At The Insureds Own Cost is extended after issuance for an additional period of No insured will, except at that insured's own less than 12 months. In that case, the additional cost, voluntarily make a payment, assume period will be deemed part of the last preceding any obligation, or incur any expense, other period for purposes of determining the Limits of than for first aid, without our consent. Insurance. e. Additional Insureds Other Insurance SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS If we cover a claim or "suit" under this 1. Bankruptcy Coverage Part that may also be covered by other insurance available to an additional Bankruptcy or insolvency of the insured or of the insured, such additional insured must submit insured's estate will not relieve us of our such claim or "suit" to the other insurer for obligations under this Coverage Part. defense and indemnity. 2. Duties In The Event Of Occurrence, Offense, However, this provision does not apply to the Claim Or Suit extent that you have agreed in a written a. Notice Of Occurrence Or Offense contract or written agreement that this You or any additional insured must see to it insurance is primary and non-contributory that we are notified as soon as practicable of with the additional insured's own insurance. an "occurrence" or an offense which may f. Knowledge Of An Occurrence, Offense, result in a claim. To the extent possible, Claim Or Suit notice should include: Paragraphs a. and b. apply to you or to any (1) How, when and where the "occurrence" or additional insured only when such offense took place; "occurrence", offense, claim or"suit" is known (2) The names and addresses of any injured to: persons and witnesses; and (1) You or any additional insured that is an (3) The nature and location of any injury or individual; damage arising out of the "occurrence" or (2) Any partner, if you or the additional offense. insured is a partnership; HG 00 01 09 16 Page 15 of 21 (3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4) Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporation; you or temporarily occupied by you with (5) Any trustee, if you or the additional permission of the owner; insured is a trust; or (4) Aircraft, Auto Or Watercraft (6) Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section I Coverage A Bodily Injury And additional insured. Property Damage Liability; 3. Legal Action Against Us (5) Property Damage To Borrowed No person or organization has a right under this Equipment Or Use Of Elevators Coverage Part: If the loss arises out of"property damage" to borrowed equipment or the use of a. To join us as a party or otherwise bring us elevators to the extent not subject to into a "suit" asking for damages from an Exclusion j. of Section I - Coverage A - insured; or Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. (6) When You Are Added As An Additional A person or organization may sue us to recover Insured To Other Insurance on an agreed settlement or on a final judgment Any other insurance available to you against an insured; but we will not be liable for covering liability for damages arising out damages that are not payable under the terms of of the premises or operations, or products this Coverage Part or that are in excess of the and completed operations, for which you applicable limit of insurance. An agreed have been added as an additional insured settlement means a settlement and release of by that insurance; or liability signed by us, the insured and the claimant or the claimant's legal representative. (7) When You Add Others As An Additional Insured To This Insurance 4. Other Insurance If other valid and collectible insurance is Any other insurance available to an additional insured. available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our However, the following provisions apply to obligations are limited as follows: other insurance available to any person or a. Primary Insurance organization who is an additional insured under this coverage part. This insurance is primary except when b. (a) Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other insurance by the method described in c. This insurance is primary if you have below. agreed in a written contract or written b. Excess Insurance agreement that this insurance be primary. If other insurance is also This insurance is excess over any of the other primary, we will share with all that insurance, whether primary, excess, other insurance by the method contingent or on any other basis: described in c. below. (1) Your Work (b)Primary And Non-Contributory To That is Fire, Extended Coverage, Builder's Other Insurance When Required By Risk, Installation Risk or similar coverage Contract for"your work"; If you have agreed in a written (2) Premises Rented To You contract, written agreement, or permit is fire, lightning or explosion that this insurance is primary and non- Thatcontributory with the additional insurance for premises rented to you or insured's own insurance, this insurance temporarily occupied by you with is primary and we will not seek permission of the owner; contribution from that other insurance. Page 16 of 21 HG 00 01 09 16 Paragraphs (a) and (b) do not apply to computation, and send us copies at such other insurance to which the additional times as we may request. insured has been added as an additional 6. Representations insured. a. When You Accept This Policy When this insurance is excess, we will have no duty under Coverages A or B to defend By accepting this policy, you agree: the insured against any "suit" if any other (1) The statements in the Declarations are insurer has a duty to defend the insured accurate and complete; against that "suit". If no other insurer defends, (2) Those statements are based upon we will undertake to do so, but we will be representations you made to us; and entitled to the insured's rights against all (3) We have issued this policy in reliance those other insurers. upon your representations. When this insurance is excess over other b. Unintentional Failure To Disclose Hazards insurance, we will pay only our share of the amount of the loss, if any, that exceeds the If unintentionally you should fail to disclose all sum of: hazards relating to the conduct of your (1) The total amount that all such other business that exist at the inception date of insurance would pay for the loss in the this Coverage Part, we shall not deny absence of this insurance; and coverage under this Coverage Part because (2) The total of all deductible and self-insured of such failure. amounts under all that other insurance. 7. Separation Of Insureds We will share the remaining loss, if any, with Except with respect to the Limits of Insurance, any other insurance that is not described in and any rights or duties specifically assigned in this Excess Insurance provision and was not this Coverage Part to the first Named Insured, bought specifically to apply in excess of the this insurance applies: Limits of Insurance shown in the Declarations a. As if each Named Insured were the only of this Coverage Part. Named Insured; and c. Method Of Sharing b. Separately to each insured against whom If all of the other insurance permits claim is made or"suit" is brought. contribution by equal shares, we will follow 8. Transfer Of Rights Of Recovery Against this method also. Under this approach each Others To Us insurer contributes equal amounts until it has paid its applicable limit of insurance or none a. Transfer Of Rights Of Recovery of the loss remains,whichever comes first. If the insured has rights to recover all or part If any of the other insurance does not permit of any payment, including Supplementary contribution by equal shares, we will Payments, we have made under this contribute by limits. Under this method, each Coverage Part, those rights are transferred to insurer's share is based on the ratio of its us. The insured must do nothing after loss to applicable limit of insurance to the total impair them. At our request, the insured will applicable limits of insurance of all insurers. bring "suit" or transfer those rights to us and 5. Premium Audit help us enforce them. a. We will compute all premiums for this b. Waiver Of Rights Of Recovery (Waiver Of Coverage Part in accordance with our rules Subrogation) and rates. If the insured has waived any rights of b. Premium shown in this Coverage Part as recovery against any person or organization advance premium is a deposit premium only. for all or part of any payment, including At the close of each audit period we will Supplementary Payments, we have made compute the earned premium for that period under this Coverage Part, we also waive that and send notice to the first Named Insured. right, provided the insured waived their rights The due date for audit and retrospective of recovery against such person or premiums is the date shown as the due date organization in a contract, agreement or on the bill. If the sum of the advance and permit that was executed prior to the injury or audit premiums paid for the policy period is damage. greater than the earned premium, we will 9. When We Do Not Renew return the excess to the first Named Insured. If we decide not to renew this Coverage Part, we c. The first Named Insured must keep records of will mail or deliver to the first Named Insured the information we need for premium shown in the Declarations written notice of the HG 00 01 09 16 Page 17 of 21 -- J 1 nonrenewal not less than 30 days before the c. All other parts of the world if the injury or expiration date. damage arises out of: If notice is mailed, proof of mailing will be (1) Goods or products made or sold by you in sufficient proof of notice. the territory described in a. above; SECTION V-DEFINITIONS (2) The activities of a person whose home is 1. "Advertisement" means the widespread public in the territory described in a. above, but is dissemination of information or images that has away for a short time on your business; or the purpose of inducing the sale of goods, (3) "Personal and advertising injury" offenses products or services through: that take place through the Internet or a. (1) Radio; similar electronic means of communication (2) Television; provided the insured's responsibility to pay (3) Billboard; damages is determined in the United States of America (including its territories and possessions), (4) Magazine; Puerto Rico or Canada, in a "suit" on the merits (5) Newspaper; or according to the substantive law in such territory or b. Any other publication that is given widespread in a settlement we agree to. public distribution. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary However, "advertisement"does not include: worker". a. The design, printed material, information or 8. "Employment-Related Practices" means: images contained in, on or upon the packaging or labeling of any goods or a. Refusal to employ that person; products; or b. Termination of that person's employment; or b. An interactive conversation between or c. Employment-related practices, policies, acts among persons through a computer network. or omissions, such as coercion, demotion, 2. "Advertising idea" means any idea for an evaluation, reassignment, discipline, "advertisement". defamation, harassment, humiliation, 3. "Asbestos hazard" means an exposure or discrimination or malicious prosecution threat of exposure to the actual or alleged directed at that person. properties of asbestos and includes the mere 9. "Executive officer" means a person holding any presence of asbestos in any form. of the officer positions created by your charter, constitution, by-laws or any other similar 4. "Auto" means: governing document. a. A land motor vehicle, trailer or semitrailer 10."Hostile fire" means one which becomes designed for travel on public roads, including uncontrollable or breaks out from where it was any attached machinery or equipment; or intended to be. b. Any other land vehicle that is subject to a 11."Impaired property" means tangible property, compulsory or financial responsibility law or other than "your product" or "your work", that other motor vehicle insurance law where it is cannot be used or is less useful because: licensed or principally garaged. However, "auto" does not include "mobile a. It incorporates "your product" or "your work" equipment". that is known or thought to be defective, deficient, inadequate or dangerous; or 5. "Bodily injury" means physical: b. You have failed to fulfill the terms of a a. Injury; contract or agreement; b. Sickness; or if such property can be restored to use by the c. Disease repair, replacement, adjustment or removal of sustained by a person and, if arising out of the "your product" or "your work", or your fulfilling the above, mental anguish or death at any time. terms of the contract or agreement. 6. "Coverage territory" means: 12."Insured contract" means: a. The United States of America (including its a. A contract for a lease of premises. However, territories and possessions), Puerto Rico and that portion of the contract for a lease of Canada; premises that indemnifies any person or b. International waters or airspace, but only if organization for damage by fire, lightning or the injury or damage occurs in the course of explosion to premises while rented to you or travel or transportation between any places temporarily occupied by you with permission included in a. above; or of the owner is subject to the Damage to Page 18 of 21 HG 00 01 09 16 1 Premises Rented To You Limit described in 14."Loading or unloading" means the handling of Section III - Limits of Insurance; property: b. A sidetrack agreement; a. After it is moved from the place where it is c. Any easement or license agreement, accepted for movement into or onto an including an easement or license agreement aircraft, watercraft or"auto"; in connection with construction or demolition b. While it is in or on an aircraft, watercraft or operations on or within 50 feet of a railroad; "auto"; or d. An obligation, as required by ordinance, to c. While it is being moved from an aircraft, indemnify a municipality, except in connection watercraft or "auto" to the place where it is with work for a municipality; finally delivered; e. An elevator maintenance agreement; but "loading or unloading" does not include the f. That part of any other contract or agreement movement of property by means of a mechanical pertaining to your business (including an device, other than a hand truck, that is not indemnification of a municipality in connection attached to the aircraft, watercraft or"auto". with work performed for a municipality) under 15."Mobile equipment" means any of the following which you assume the tort liability of another types of land vehicles, including any attached party to pay for "bodily injury" or "property machinery or equipment: damage" to a third person or organization, provided the "bodily injury" or "property a. Bulldozers, farm machinery, forklifts and other damage" is caused, in whole or in part, by vehicles designed for use principally off public you or by those acting on your behalf. Tort roads; liability means a liability that would be b. Vehicles maintained for use solely on or next imposed by law in the absence of any to premises you own or rent; contract or agreement. c. Vehicles that travel on crawler treads; Paragraph f. includes that part of any contract d. Vehicles, whether self-propelled or not, or agreement that indemnifies a railroad for maintained primarily to provide mobility to "bodily injury" or "property damage" arising permanently mounted: out of construction or demolition operations, within 50 feet of any railroad property and (1) Power cranes, shovels, loaders, diggers or affecting any railroad bridge or trestle, tracks, drills; or road-beds, tunnel, underpass or crossing. (2) Road construction or resurfacing However, Paragraph f. does not include that equipment such as graders, scrapers or part of any contract or agreement: rollers; (1) That indemnifies an architect, engineer or e. Vehicles not described in a., b., c. or d. above surveyor for injury or damage arising out of: that are not self-propelled and are maintained (a) Preparing, approving, or failing to primarily to provide mobility to permanently prepare or approve, maps, shop attached equipment of the following types: drawings, opinions, reports, surveys, (1) Air compressors, pumps and generators, field orders, change orders or drawings including spraying, welding, building and specifications; or cleaning, geophysical exploration, lighting (b)Giving directions or instructions, or and well servicing equipment; or failing to give them, if that is the (2) Cherry pickers and similar devices used to primary cause of the injury or damage; raise or lower workers; or f. Vehicles not described in a., b., c. or d. above (2) Under which the insured, if an architect, maintained primarily for purposes other than engineer or surveyor, assumes liability for the transportation of persons or cargo. an injury or damage arising out of the insured's rendering or failure to render However, self-propelled vehicles with the professional services, including those listed following types of permanently attached in (1) above and supervisory, inspection, equipment are not "mobile equipment" but will architectural or engineering activities. be considered "autos": 13."Leased worker" means a person leased to you (1) Equipment designed primarily for: by a labor leasing firm under an agreement (a) Snow removal; between you and the labor leasing firm, to (b) Road maintenance, but not perform duties related to the conduct of your construction or resurfacing; or business. "Leased worker" does not include a "temporary worker". (c) Street cleaning; HG 00 01 09 16 Page 19 of 21 (2) Cherry pickers and similar devices (2) Work that has not yet been completed or mounted on automobile or truck chassis abandoned. However, "your work" will be and used to raise or lower workers; and deemed completed at the earliest of the (3) Air compressors, pumps and generators, following times: including spraying, welding, building (a) When all of the work called for in your cleaning, geophysical exploration, lighting contract has been completed. and well servicing equipment. (b)When all of the work to be done at the However, "mobile equipment" does not include job site has been completed if your any land vehicle that is subject to a compulsory contract calls for work at more than or financial responsibility law or other motor one job site. vehicle insurance law where it is licensed or (c) When that part of the work done at a principally garaged. Land vehicles subject to a job site has been put to its intended compulsory or financial responsibility law or other use by any person or organization motor vehicle insurance law are considered other than another contractor or "autos". subcontractor working on the same 16."Occurrence" means an accident, including project. continuous or repeated exposure to substantially Work that may need service, the same general harmful conditions. maintenance, correction, repair or 17."Personal and advertising injury" means replacement, but which is otherwise injury, including consequential "bodily injury", complete, will be treated as completed. arising out of one or more of the following b. Does not include "bodily injury" or "property offenses: damage"arising out of: a. False arrest, detention or imprisonment; (1) The transportation of property, unless the b. Malicious prosecution; injury or damage arises out of a condition c. The wrongful eviction from, wrongful entry in or on a vehicle not owned or operated into, or invasion of the right of private by you, and that condition was created by occupancy of a room, dwelling or premises the "loading or unloading" of that vehicle that a person or organization occupies, by any insured; committed by or on behalf of its owner, (2) The existence of tools, uninstalled landlord or lessor; equipment or abandoned or unused d. Oral, written or electronic publication, in any materials; or manner, of material that slanders or libels a (3) Products or operations for which the person or organization or disparages a classification, listed in the Declarations or person's or organization's goods, products or in a policy Schedule, states that products- services; completed operations are subject to the e. Oral, written or electronic publication, in any General Aggregate Limit. manner, of material that violates a person's 20."Property damage" means: right of privacy; a. Physical injury to tangible property, including f. Copying, in your "advertisement", a person's all resulting loss of use of that property. All or organization's "advertising idea" or style of such loss of use shall be deemed to occur at "advertisement"; or the time of the physical injury that caused it; g. Infringement of copyright, slogan, or title of or any literary or artistic work, in your b. Loss of use of tangible property that is not "advertisement". physically injured. All such loss of use shall 18."Pollutants" mean any solid, liquid, gaseous or be deemed to occur at the time of the thermal irritant or contaminant, including smoke, "occurrence"that caused it. vapor, soot, fumes, acids, alkalis, chemicals and As used in this definition, computerized or waste. Waste includes materials to be recycled, electronically stored data, programs or software reconditioned or reclaimed. are not tangible property. Electronic data means 19."Products-completed operations hazard": information,facts or programs: a. Includes all "bodily injury" and "property a. Stored as or on; damage" occurring away from premises you b. Created or used on; or own or rent and arising out of "your product" or"your work" except: c. Transmitted to or from; (1) Products that are still in your physical computer software, including systems and possession; or applications software, hard or floppy disks, CD- Page 20 of 21 HG 00 01 09 16 ROMS, tapes, drives, cells, data processing 25. "Your work": devices or any other media which are used with a. Means: electronically controlled equipment. (1) Work or operations performed by you or 21."Suit" means a civil proceeding in which on your behalf; and damages because of "bodily injury", "property damage" or "personal and advertising injury" to (2) Materials, parts or equipment furnished in which this insurance applies are alleged. "Suit" connection with such work or operations. includes: b. Includes a. An arbitration proceeding in which such (1) Warranties or representations made at damages are claimed and to which the any time with respect to the fitness, insured must submit or does submit with our quality, durability, performance or use of consent; or "your work", and b. Any other alternative dispute resolution (2) The providing of or failure to provide proceeding in which such damages are warnings or instructions. claimed and to which the insured submits with our consent. 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. HG 00 01 09 16 Page 21 of 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Endorsement Number: Policy Number: 83 WE CE0623 Effective hour is the same as stated on the Information Page of the policy. Effective Date: 05/12/21 Named Insured and Address: SAFEBUILT LLC INTERWEST CONSULTING GROUP 3755 PRECISION DR ST 140 PO BOX 18330 LOVELAND CO 80538 BOULDER CO 80308 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization from whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 05/11/21 Policy Expiration Date: 05/12/22