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HomeMy WebLinkAboutAudio Visual Design Group 411110 r1 CONTRACTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND AUDIO VISUAL DESIGN GROUP FOR AN AUDIO I VISUAL UPGRADE FOR CITY COUNCIL CHAMBERS THIS AGREEMENT for Contracting services is made by and between the Town of Los Altos Hills ("Town")and Audio.Video Design Group("Contractor)(together referred to as the'Parties')as of September ;1)72017(the'Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,Contractor shall provide to Town the equipment and services described in the Scope of Work attached as Exhibit A and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on January 31.2018,and Contractor shall complete the work described in Exhibit A on or before that date,unless the term of the Agreement Is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the Town's right to terminate the Agreement, as referenced in Section 8,1. 1.2 Standard of Performance. Contractor shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession In which Contractor is engaged. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Town, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from Town of such desire of Town, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Contractor's obligations hereunder. 1.5 Public Works Requirements. The services described in Exhibit A constitute a public works within the definition of Section I720(a)(1) of the California Labor Code. As a result, Contractor is required to comply with the provisions of the Labor Code applicable to public works, to the extent set forth In Exhibit C. attached hereto and incorporated herein. Contractor shall waive,indemnify, hold harmless, and defend Town concerning any liability arising out of Labor Code Section 1720 et seq. Section 2. COMPENSATION. Town hereby agrees to pay Contractor a sum not to exceed One Hundred One Thousand Nine Hundred Ninety-Three Dollars and Ninety-Three Cents ($101,993.93), as described in Exhibit B attached hereto and incorporated herein,notwithstanding any contrary indications that Contracting Services Agreement between September ,2017 Town of Los Altos Hills and Audio Visual Design Group Page 1 of 14 1rr may be contained in Contractor's proposal,for services to be performed and equipment costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractors proposal, regarding the amount of compensation, the Agreement shall prevail. Town shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from Town to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in writing,Contractor shall not bill Town for duplicate services performed by more than one person. Contractor and Town acknowledge and agree that compensation paid by Town to Contractor under this Agreement is based upon Contractor's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently,the parties further agree that compensation hereunder Is Intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees,agents,and subcontractors may be eligible. Town therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit four(4) invoices during the term of this Agreement in accordance with the invoice schedule set forth below,for the cost of services performed and audio/visual equipment purchased for installation prior to the invoice date. • Contractor shall submit an invoice for thirty-five percent (35%) of the total project compensation amount of One Hundred One Thousand Nine Hundred Ninety-Three Dollars and Ninety-Three Cents($101,993.93) upon authorization and issuance of a purchase order for long-lead equipment. No equipment shall be ordered without Contractor's receipt of deposit money for the cost of equipment. • Contractor shall submit an invoice for seventy-five percent(75%)of the remaining total project compensation amount upon authorization and issuance of a purchase order for remaining equipment. • Contractor shall submit an invoice for ninety percent(90%) of the remaining total project compensation amount upon commencement of on-site installation,including cabling and/or Infrastructure work,or site fabrication work. • Contractor shall submit an Invoice for the remaining total project compensation amount upon completion of installation services as described in ExhibitA. Notwithstanding this final invoice,Contractor shall continue to provide maintenance and technical support services for one year following completion of installation services,as set forth in Exhibit A. Invoices shall contain the following information: • Serial identifications for each invoice • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion for each work item in each task category as described in Exhibit A; • The Contractor's signature. 2.2 Payment. Upon receipt of the first invoice that complies with all the applicable requirements above,Town shall make payment within one(1)business day.For the second and third invoices,the Town Contracting Services Agreement between September ,2017 Town of Los Altos Hills and Audio Visual Design Group Page 2 of 14 irr 1/100 shall have thirty(30)days from receipt to make payment for equipment costs and services satisfactorily performed. Upon receipt of the final invoice,Town shall make payment within 60 days of receipt if all services required have been satisfactorily performed. 2.3 Intentionally Left Blank 2.4 Total Payment. Town shall pay for the services to be rendered by Contractor pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. Town shall make no payment for any extra,further,or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement,unless the Agreement is modified prior to the submission of such an invoice by a property executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts described In Section 2 and as shown on the compensation schedule in Exhibit B. 2.7 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.Contractor represents and warrants that Contractor is a resident of the State of California in accordance with California Revenue&Taxation Code Section 18662, as may be amended, and is exempt from vMhholding. Contractor accepts sole responsible for verifying the residency status of any subcontractors and withhold taxes from non-California subcontractors as required by law. 2.8 Payment upon Termination. In the event that the Town or Contractor terminates this Agreement pursuant to Section 8, the Town shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets to verify costs Incurred to that date. 2.9 Authorization to Perfomr Services. The Contractor Is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein,Contractor shall,at its sale cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. Section 4, INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may Contracting Services Agreement between September ,2017 Town of Los Altos Hills and Audio Visual Design Group Page 3 of 14 V 1111.1 arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall provide proof satisfactory to Town of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects,and that such insurance is in effect prior to beginning work to the Town. Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Contractor shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers'Compensation. Contractor shall,at its sole cost and expense,maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers' Compensation Insurance and Employers Liability Insurance shall be provided with limits of not less than$1,000,000.00 per accident. In the alternative,Contractor may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Detemtination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator, The insurer, if insurance is provided, or the Contractor, if a program of self-insurance is provided, shall waive all rights of subrogation against the Town and its officers,officials,employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Llabllkv Insurance. 4.2.1 General requirements. Contractor, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement In an amount not less than $1,000,000.00 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate Nmit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to,protection against claims arising from bodily and personal Injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an °occurence° basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage. Contracting Services Agreement between September .2017 Town of Los Altos Hills and Audio Visual Design Group Page 4 of 14 41100 41110 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an occurrence basis, and not on a claims-made basis. b. Town,its officers,officials,employees,and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor;or automobiles owned, leased,hired,or borrowed by the Contractor. c. For any claims related to this Agreement or the work hereunder, the Contractors insurance covered shall be primary insurance as respects the Town, its officers, officials,employees, and volunteers. Any insurance or self-insurance maintained by the Town, its officers,officials,employees,or volunteers shall be excess of the Contractors insurance and shall not contribute with it. d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the Town. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Contractor,at Its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than$1,000,000.00 covering the licensed professionals'errors and omissions. Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.32 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of Insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Contractor must purchase an extended period coverage for a minimum of five years after completion of work under this Agreement. Contracting Services Agreement between September ,2017 • Town of Los Altos Hills and Audio Visual Design Group Page 5 of 14 it /110 d. A copy of the claim reporting requirements must be submitted to the Town for review prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII.. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Contractor shall furnish Town with complete copies of all policies delivered to Contractor by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the Town does not receive the required insurance documents prior to the Contractor beginning work,it shall not waive the Contractors obligation to provide them. The Town reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the written approval of Town for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the Town,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Town, its officers, employees, and volunteers;or the Contractor shall provide a financial guarantee satisfactory to the Town guaranteeing payment of losses and related investigations, claim administration and defense expenses. Further,If any insurance policy includes a self-Insured retention that must be paid by a named insured as a precondition of the Insurer's liability, or which has the effect of providing that payments of the self- insured retention by others,including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional Insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer's liability. Additionally, the certificates of insurance must note whether the policy does or does not Include any self-insured retention and also must disclose the deductible. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a°wasting° policy limit(i.e.limit that is eroded by the cost of defense). 4.4.5 Waiver of Subrogation. Contractor hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Contractor agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. Contracting Services Agreement between September ,2017 Town of Los Altos Hills and Audio Visual Design Group Page 6 of 14 it 1110 The Workers'Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Contractor,its employees,agents, and subcontractors. 4.4.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall famish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.5 Remedies. In addition to any other remedies Town may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required,Town may, at its sole option exercise any of the following remedies,which are alternatives to other remedies Town may have and are not the exclusive remedy for Contractor's breach: • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof;and/or • Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES. Contractor shall indemnify,defend with counsel acceptable to Town,and hold harmless Town and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses,and costs(including without limitation,attorney's fees and costs and fees of litigation)(collectively, "Liability')of every nature arising out of or in connection with Contractor's performance of the Services or its failure to comply with any of its obligations contained in this Agreement,except such Uability caused by the sole negligence or wilful misconduct of Town. The Contractor's obligation to defend and indemnify shall not be excused because of the Contractor's inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and indemnity by the Town,unless this time has been extended by the Town. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days,in addition to any other remedy authorized by law, so much of the money due the Contractor under and by virtue of this Agreement as shall reasonably be considered necessary by the Town, may be retained by the Town until disposition has been made of the claim or suit for damages,or until the Contractor accepts or rejects the tender of defense,whichever occurs first. With respect to third party claims against the Contractor,the Contractor waives any and all rights of any type to express or implied indemnity against the Indemnitees. Contracting Services Agreement between September ,2017 Town of Los Altos Hills and Audio Visual Design Group Page 7 of 14 y ill/ Notwithstanding the forgoing,to the extent this Agreement Is a"construction contract°as defined by California Civil Code Section 2782,as may be amended from time to time,such duties of Contractor to Indemnify shall not apply when to do so would be prohibited by California CMI Code Section 2782. In the event that Contractor or any employee,agent,or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System(PERS)to be eligible for enrollment in PERS as an employee of Town, Contractor shall indemnify,defend,and hold harmless Town for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or Its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of Town. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of Town. Town shall have the right to control Contractor only insofar as the results of Contractors services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,otherwise Town shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Notwithstanding any other Town, state,or federal policy, rule,regulation, law,or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to,and hereby agree to waive any and all claims to,any compensation,benefit,or any incident of employment by Town,including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS)as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits. 6.2 Contractor Not an Agent. Except as Town may specify in writing, Contractor shall have no authority,express or implied,to act on behalf of Town in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind Town to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 -Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Contractor and any subcontractors shall • comply with all applicable rules and regulations to which Town is bound by the terms of such fiscal assistance program. Contracting Services Agreement between September .2017 Town of Los Altos Hills and Audio Visual Design Group Page 8 of 14 L 7.4 Licenses and Permits. Contractor represents and warrants to Town that Contractor and its employees,agents,and any subcontractors have all licenses,permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Contractor represents and warrants to Town that Contractor and its employees, agents,any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing,Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from Town. 7.8 Nondiscrimination and Eaual Opportunity. Contractor shall not discriminate,on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability,medical condition,marital status,sex,or sexual orientation,against any employee, applicant for employment,subcontractor,bidder for a subcontract,or participant in,recipient of,or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall comply with all applicable federal,state,and local laws, policies,rules,and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Contractor thereby. Contractor shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. Town may cancel this Agreement at any time and without cause upon written notification to Contractor. Contractor may cancel this Agreement upon 30 days' written notice to Town and shall include in such notice the reasons for cancellation. -in the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; Town, however, may condition payment of such compensation upon Contractor delivering to Town any or all documents,photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or the Town in connection with this Agreement. 8.2 Extension. Town may, in itssole and exclusive discretion, extend the end date of,this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Contractor understands and agrees that, it Town grants such an extension, Town shall have no obligation to provide Contractor with compensation beyond the maximum amount provided for in this Agreement. Similarly,unless authorized by the Contract Administrator,Town shall have no obligation to reimburse Contractor for any otherwise reimbursable expenses incurred during the extension period. Contracting Services Agreement between September ,2017 Town of Los Altos Hills and Audio Visual Design Group Page 9 of 14 V `li 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties, 8.4 Assignment and Subcontracting. Town and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and Is based upon a determination of Contractor's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial Inducement to Town for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Town and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement,Town's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement 8.6.3 Retain a different Contractor to complete the work described in fxhibit A not finished by Contractor;or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that Town would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records.Created as Part of Contractor's Performance. All reports,data,maps,models, charts,studies, surveys, photographs, memoranda, plans,studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town. Contractor hereby agrees to deliver those documents to the Town upon termination of the Agreement. It is understood and agreed that the documents and other materials,including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Town and are not necessarily suitable for any future or other use. Town and Contractor agree that, until final approval by Town, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Contracting Services Agreement between September .2017 Town of Los Altos Hills and Audio Visual Design Group Page 10 of 14 IMP hal" 9.2 Contractor's Books and Records. Contractor shall maintain any and all ledgers,books of account,invoices, vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Town under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. My records or documents that Section 9.2 of this Agreement requires Contractor to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours,upon oral or written request of the Town. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds$10,000.00,the Agreement shall be subject to the examination and audit of the State Auditor,at the request of Town or as part of any audit of the Town,for a period of 3 years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys'. Fees. If a party to this Agreement brings any action, including an action for • declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement,the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall Inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Contractor shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Contracting Services Agreement between September ,2017 Town of Los Altos Hills and Audio Visual Design Group Page 11 of 14 r • 10.7 Conflict of Interest Contractor may serve other clients, but none whose activities within the corporate limits of Town or whose business, regardless of location, would place Contractor in a °conflict of interest,' as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 0 seq. Contractor shall not employ any Town official in the work performed pursuant to this Agreement. No officer or employee of Town shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous 12 months,an employee,agent,appointee,or official of the Town. If Contractor was an employee,agent, appointee,or official of the Town in the previous twelve months,Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement Is made In violation of Government Code§ 1090 of seq.,the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the Town for any sums paid to the Contractor. Contractor understands that, In addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§1090 and,if applicable,will be disqualified from holding public office in the State of California. 10.8 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement,either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Deborah Padovan ('Contract Administrator'). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Contractor shall be sent to: Audio Visual Design Group 2143 E. Francisco Blvd. San Rafael, CA 94901 Any written notice to Town shall be sent to: Deborah Padovan, City Clerk 26379 Fremont Road Los Altos Hills,CA 94022 10.11 Professional Seal. Where applicable in the determination of the contract administrator,the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in-a block entitled Contracting Services Agreement between September ,2017 Town of Los Altos Hills and Audio Visual Design Group Page 12 of 14 'Seal and Signature of Registered Professional with report/design responsibility,'as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement,including the scope of work attached hereto and incorporated herein as Exhibits A, B. and C represents the entire and integrated agreement between Town and Contractor and supersedes all prior negotiations,representations,or agreements, either written or oral. Exhibit A Scope of Work Exhibit B Compensation Schedule Exhibit C Public Works Requirements 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. [SIGNATURES ON FOLLOWING PAGE] Contracting Services Agreement between September ,2017 Town of Los Altos Hills and Audio Visual Design Group Page 13 of 14 it410 The Parties have executed this Agreement as of the Effective Date. TOWN OF LOS ALTOS HILLS CONTRACTOR Lisrtea frt did2c Carl Cahill,City Manager Audio Visual Design Group Attest: 404��,,/ Deborah Padovan,City Clerk Approved as to Form •. Steven T.Mattas,City Attorney Contracting Services Agreement between September_,2017 Town of Los Altos Hills and Audio Visual Design Group Page 14 of 14 RESOLUTION 54-17 A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS APPROVING A CONTRACTOR SERVICES AGREEMENT FOR AUDIO/VIDEO UPGRADE FOR CITY COUNCIL CHAMBER BETWEEN THE TOWN OF LOS ALTOS HILLS AND AUDIO VISUAL DESIGN GROUP AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT WHEREAS, The Town of Los Altos Hills ("Town") desires to enter into a contractor services agreement for the upgrade of audio/video equipment and control system for the Council Chamber; WHEREAS,On May 30, 2017,the Town requested proposals from qualified vendors to provide audio/video equipment and system upgrade to the Council Chamber; WHEREAS,said proposals were submitted to the Town and the Town has determined that Audio Visual Design Group is the lowest responsible bidder for doing said work; WHEREAS, the Town desires to enter into a contractor service agreement with Audio Visual Design Group for audio/video equipment and system upgrade work. NOW,THEREFORE,the City Council of the Town of Los Altos Hills does hereby approve the Contractor Services Agreement for Audio/Video Upgrade for City Council Chamber between the Town of Los Altos Hills and Audio Visual Design Group and also authorizes the City Manager to execute the Agreement. The above and foregoing Resolution passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 21st day of September,2017 by the following vote: AYES: Waldeck,Radford, Corrigan,Spreen,Wu NOES: None • ABSENT: None ABSTAIN: None BY: - - Gary Waldeck,Mayor ATTEST: -D orate-Padovan,City Clerk- - • Resolution 54-17 Pase I EXHIBIT A SCOPE OF WORK In accordance with Section 1 of this Agreement,Contractor shall identify and purchase new or replacement audioNisual equipment in accordance with the following categories,and perform the following services within each category to provide an audio/video upgrade to City Council Chamber: Video Display • Remove existing projector and Install one new NEC 6500 Lumen Laser-Light Projector.Laser projectors require little startup time,have zero maintenance, and 20,000 hour life cycle to 50%light output • Remove existing screen,and Install one new Da-Lite 16:9 screen in the current opening Video system • Remove existing projector and install one new NEC 6500 Lumen Laser-Light Projector.Laser projectors require little start up time,have zero maintenance,and 20,000 hour life cycle to 50% light output • Connect Projector via built in HDBT input • Remove existing screen, and install one new Da-Lite 16:9 screen in the current opening • Replace all existing monitors with new version of same model VP171b-2 to eliminate need for Dais modification Video System • Install new Crestron DM Receiver at Dais to feed local monitors via Distribution Amplifiers at Dais • Remove existing video hardware and cabling • Install new Crestron DM 16x16 Switcher with required input and output cards to support system • Provide feeds to and from video production switcher • Provide four new Crestron DM Input transmitters;two at Dais,one at podium,and one at table • • Provide one Mersive Solstice Enterprise wireless HDMI system to support IDS,Windows,and Android Devices • Provide Input to the system for existing Document camera • Provide TC-200 Character Generator for Standards Definition-Operate from City Cleric or other Computer Audio System • Repurpose thirteen existing gooseneck microphones;re-terminate and replace cabling to rack. • Provide new installed gooseneck No with shock mount in podium. • Repurpose existing speakers and amplifiers. Contracting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and Northern California Fence Company Page 1 of 2 Exhibit A • Provide two channels of Shure ULXS wireless microphone with one handheld and one lavalier transmitter • Replace existing DSP with new Biamp Tesira Server and cards as required. Control System • Remove existing AMX control system and replace with new Crestron CP3 control processor • Remove existing AMX Touchpanel,and replace with Crestron TSD-2220-B 22'touchscreen/video monitor • Provide new Crestron Digital Graphics Engine to support video display on touchscreen and real- time annotation • Provide PAD with charging base as secondary wireless control surface(note, no video display on iPAD) Miscellaneous • Provide eight Extron Cable Cubby 500 table boxes,one each dais left and right,5 each at Council Member seats,and one at table facing Dais. • Provide AC power and USB power at all table boxes,and HDMI cable input at Dais left, right,and table • Provide rack shelves,cable management,lacing bars,and power conditioner for existing rack • Provide new DSAN AS L4ND3BT audience signal timer and DSAN BT2000 operator controller • Remove existing microphone and video cabling and replace with new,reterminate all connections Maintenance and Technical Support Services("Silver Services") In addition to the equipment and services listed above,Contractor shall provide the following maintenance and technical support services for one year,beginning at the completion of all audio/video equipment upgrade work described above: • Upon request,provide on-site assistance within 12 business hours during normal business hours (9:00 a.m.through 5:00 p.m.,Monday through Friday) • Unlimited telephone support, with a 2 business hours response time • Provide labor to remove and reinstall repaired equipment • Loan equipment from service equipment pool if available • Provide one preventative maintenance service per year • Provide 24/7 call-in 1-800 number service with email alert to Service Team • Provide Assistance during Normal Service Hours:(9am until 5pm PST)Monday thru Friday • Provide Telephone Support During Normal Service Hours: (9am until 5pm PST)Monday thru Friday Contracting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and Northern California Fence Company Page 2 of 2 Exhibit A V EXHIBIT B COMPENSATION SCHEDULE In accordance with Section 2 of this Agreement,Town hereby agrees to pay Contractor a sum not to exceed One Hundred One Thousand Nine Hundred Ninety-Three Dollars and Ninety-Three Cents ($101,993.93),for services and equipment costs.Contractor shall submit four(4)invoices in accordance with the requirements of section 2.1 above. Notwithstanding the fourth and final invoice,Contractor shall continue to provide maintenance and technical support services for one year following completion of installation services,as set forth in Exhibit A. The breakdown of costs and services shall be as follows: CoundllChamber AV Upgrades M .1101 'u� a rl get fiiEI Projector,mount,screen,monitors,Transmitters,receivers,switcher and $32,753.11 cards,DA's,cables,Mersive,DataVldeo Design,Installation,Field Engineering,Project Management,CAD $7,995.00 CA E-Waste Fee $ 72.00 Shipping and Handling $1,310.12 9%Sales Tax $3,065.69 1 Yr.Silver Service $1,629.92 Total Display and Video $46,825.85 a �, v..:r >`t ,�.a-_ : ll1c2I'ry 1744. T tYFk;r' :v...3 t I;351 7;gf-,° .1 Control processor,Touch panel,graphics engine,IPAD and charger $5,003.75 Design,Installation,Field Engineering,Project Management, $9,920.00 Programming CA E-Waste Fee $ -- Shipping and Handling $200.15 9%Sales Tax $468.35 1 Yr.Sihrer Service $596.95 Tidal Control $16,189.20 udoSq$f s • DSP System,microphones,wireless microphones,antenna distribution $9,501.95 Design,Installation,Field Engineering,Project Management, $7,245.00 Programming CAE-Waste Fee $ -- Shipping and Handling $380.08 Contracting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and Northern California Fence Company Page 1 of 2 Exhibit 13 9%Sales Tax $889.38 1 Yr.Silver SeMce $669.88 Total Audio $18,686.29 NtigiikithigrWOWZIENMOnsiNkalMarill aEirgriTa Cable cubbles and power modules,timer,rack hardware,cable,materials $10,729.38 Design,Installation,Field Engineering,Project Management, $3,875.00 Programming $3,529,41 Budget for milkvork(may not be required) CA E-Waste Fee $ -- Shipping and Handling $429.18 9%Sales Tax $1,004.27 1 Yr.Sliver SeMce $725.35 Total Mac $20,292.59 FOR7,11; ko:EQT Vazfig3' Contracting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and Northern California Fence Company Page 2 of 2 Exhibit B IWO J EXHIBIT C PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ. HOURS OF WORK: A. In accordance with California Labor Code Section 1810, 8 hours of labor in performance of the services described in Exhibit A shall constitute a legal day's work under this contract. B. In accordance with California Labor Code Section 1811,the time of service of any worker employed in performance of the services described in Exhibit A is limited to eight hours during any one calendar day,and forty hours during any one calendar week,except In accordance with California Labor Code Section 1815, which provides that work In excess of eight hours during any one calendar day and forty hours during any one calendar week.Is permitted upon compensation for all hours worked In excess of eight hours during any one calendar day and forty hours during any one calendar week at not less than one-and-one-half times the basic rate of pay. C. The Contractor and its subcontractors shall forfeit as a penalty to the Town $25 for each worker employed In the performance of the services described in Exhibit A for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day,or more than 40 hours in any one calendar week, in violation of the provisions of California Labor Code Section 1810 and following. WAGES: A. In accordance with California Labor Code Section 1773.2, the Town has determined the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file In the Town Public Works Office and shall be made available on request. The Contractor and subcontractors engaged in the performance of the services described in Exhibit A shall pay no less than these rates to all persons engaged in performance of the services described in Exhibit A. B. In accordance with Labor Code Section 1775,the Contractor and any subcontractors engaged in performance of the services described in Exhibit A shall comply Labor Code Section 1775,which establishes a penalty of up to $50 per day for each worker engaged In the performance of the services described in Exhibit A that the Contractor or any subcontractor pays less than the specified prevailing wage. The amount of such penalty shall be determined by the Labor Commissioner and shall be based on consideration of the mistake,inadvertence,or neglect of the Contractor or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of the Contractor or subcontractor in meeting applicable prevailing wage obligations,or the willful failure by the Contractor or subcontractor to pay the correct rates of prevailing wages. A Contracting Services Agreement behveen [EFFECTIVE DATE] Town of Los Altos Hills and Northern California Fence Company Page 1 of 3 Exhibit B ki mistake, inadvertence, or neglect in falling to pay the correct rate of prevailing wages is not excusable if the Contractor or subcontractor had knowledge of their obligations under the California Labor Code. The Contractor or subcontractor shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is not paid the general prevailing per diem wages by the subcontractor, the Contractor is not liable for any penalties therefore unless the Contractor had knowledge of that failure or unless the Contractor fails to comply with all of the following requirements: 1. The contract executed between the Contractor and the subcontractor for the performance of part of the services described in Exhibit A shall include a copy of the provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813,and 1815. 2. The Contractor shall monitor payment of the specified general prevailing rate of per diem wages by the subcontractor by periodic review of the subcontractor's certified payroll records. 3. Upon becoming aware of a subcontractors failure to pay the specified prevailing rate of wages, the Contractor shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for performance of the services described in Exhibit A. 4. Prior to making final payment to the subcontractor,the Contractor shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages for employees engaged in the performance of the services described in Exhibit A and any amounts due pursuant to California Labor Code Section 1813. C. In accordance with California Labor Code Section 1776, the Contractor and each subcontractor engaged in performance of the services described in Exhibit A shall keep accurate payroll records showing the name,address,social security number,work,straight time and overtime hours worked each day and week,and the actual per diem wages paid to each journeyman,apprentice,worker, or other employee employed in performance of the services described in Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: 1. The information contained in the payroll record is true and correct. 2. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by the employers employees on the public works project. Contracting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and Northern California Fence Company Page 2 of 3 Exhibit B `d The payroll records required pursuant to California Labor Code Section 1776 shall be certified and shall be available for inspection by the Owner and Its authorized representatives,the Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the Department of Industrial Relations and shall otherwise be available for Inspection In accordance with California Labor Code Section 1776. D. In accordance with California Labor Code Section 1777.5, the Contractor, on behalf of the Contractor and any subcontractors engaged in performance of the services described in Exhibit A, shall be responsible for ensuring compliance with California Labor Code Section 1777.5 governing employment and payment of apprentices on public works contracts. E. In case it becomes necessary for the Contractor or any subcontractor engaged in performance of the services described in Fxhibit A to employ for the services described in Exhibit A any person in a trade or occupation (except executive, supervisory, administrative, clerical, or other non manual workers as such)for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations, the Contractor shall pay the minimum rate of wages specified therein for the classification which most nearly corresponds to services described in Exhibit A to be performed by that person.The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment. Contracting Services Agreement between (EFFECTIVE DATE] Town of Los Altos Hills and Northern California Fence Company Page 3 of 3 Exhibit B ® ' eVeY DATE IMMIDDNrn) ACOREP CERT ATE OF LIABILITY INSUR/I,CE 9/19/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must 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 AME: T Eileen M.Massa NAME. Commercial Lines-(707)769-2900 PHONE B .e 7W-773-1832 FAX No: 866-737-7095 Wells Fargo Insurance Services USA,Inc.-CA Licit:0008408 MIEa 89: eileen.m.massafgwellsfargo.com 1039 N.McDowell Blvd. INSURER(S)AFFORDING COVERAGE _ NAICt._ Petaluma,CA 94954-1173 INSURER A: Travelers Property Casualty Co of America 25674 INSURED INSURER B: Houston Casualty Company 42374 Audio Visual Design Group,Inc. INSURER c: 2143 E.Francisco Blvd.(3 buildings) INSURER 13: INSURER E: San Rafael,CA 94901 INSURER F: COVERAGES CERTIFICATE NUMBER: 12239439 REVISION NUMBER: See below 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 OFIN$UR/uVLE ADDL SUER POLICY EFF POLICY EXP LIMITS LTRINSD WVD POLICY NUMBER IMA'DWYYYY) IMN°DIYYYYI A X COMMERCIAL GENERAL LIABILITY X X 630-7E720481-TIL-17 7/15/2017 7/15/2018 EACH OCCURRENCE E 1,000.000 DAMAbb TOREM ED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 300,000 MED EXP(Any one person) S 10,000 PERSONAL BADV INJURY S 1.000,000 GENt AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2000,OOJ POLICY`XJ Tp& 1LOC PRODUCTS-C°MWOP AGO E 2.000,000 OTHER: S A AUTOMOBILE LABILITY X X BA-7E720481-17-CAG 7/152017 7/15/2018 IEeaBINNEEDISINGLE LIMIT :s 10]0.000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED xAUTOSONON-OWNED PROPERTY DAMAGE E X AUTOS ONLY AUTOS ONLY per accpeM) S UMBRELLA LIAO _ OCCUR EACH OCCURRENCE S EXCESS LIAR CLAIMS-MADE AGGREGATE DED RETENTIONS WORKERS COMPENSATION PER 0TH AND EMPLOYERS'LIABILITY STATUTE ER ANYPROPRIETOWPARTNERIEXECMVE /SNI N)A E.L.EACH ACCIDENT OFFICERMEMBEREXCLUDED? (Mandatory In NH) E L.DISEASE-EA EMPLOYEE S If ydesaibe under [DESCRIPTION OF OPERATIONS below EL.DISEASE-POLICY LIMIT S B Prof Liability HCC1765493 07/15/2017 07/15/2018 E1,00Do00 DESCRIPTION OF OPERATORS'LOCATIONS I VEHICLES (ACORD 101,Additional Remora Schedule,may be attached if mon space Is required) C0D2460805,CA00010310,CAT3530215,CGD4580713 RE:AVDG job#7550 Town of Los Altos Hills,its officers,officials,employees,and volunteers are named as additional insured under the general liability and auto liability per the attached endorsements referenced above which includes primary wording for general liability and waivers of subrogation for general and auto liabilities. Primary wording applies to the auto liability per the attached endorsement referenced above. CERTIFICATE HOLDER CANCELLATION Town of Los Altos Hills SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN 26379 Fremont Rd, ACCORDANCE WITH THE POLICY PROVISIONS. Los Altos Hills,CA 94022 AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) CtMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED — (Section II) is amended c) The insurance provided to the additional in- to include any person or organization that you sured does not apply to "bodily injury" or agree in a "written contract requiring insurance" "property damage" caused by "your work" to include as an additional insured on this Cover- and included in the "products-completed op- age Part, but: erations hazard" unless the "written contract a) Only with respect to liability for"bodily injury", requiring insurance" specifically requires you "property damage"or"personal injury"; and to provide such coverage for that additional insured, and then the insurance provided to b) If, and only to the extent that, the injury or the additional insured applies only to such damage is caused by acts or omissions of "bodily injury' or "property damage" that oc- you or your subcontractor in the performance curs before the end of the period of time for of "your work" to which the "written contract which the "written contract requiring insur- requiring insurance applies. The person or ance" requires you to provide such coverage organization does not qualify as an additional or the end of the policy period, whichever is insured with respect to the independent acts earlier. or omissions of such person or organization. 3. The insurance provided to the additional insured 2. The insurance provided to the additional insured by this endorsement is excess over any valid and by this endorsement is limited as follows: collectible "other insurance, whether primary, a) In the event that the Limits of Insurance of excess, contingent or on any other basis, that is this Coverage Pan shown in the Declarations available to the additional insured for a loss we exceed the limits of liability required by the cover under this endorsement. However, if the "written contract requiring insurance", the in- "written contract requiring insurance" specifically surance provided to the additional insured requires that this insurance apply on a primary shall be limited to the limits of liability re- basis or a primary and non-contributory basis, quired by that "written contract requiring in- this insurance is primary to "other insurance" surance". This endorsement shall not in- available to the additional insured which covers crease the limits of insurance described in that person or organization as a named insured Section III—Limits Of Insurance. for such loss, and we will not share with that b) The insurance provided to the additional in- "other insurance". But the insurance provided to surede doea not apply "bodilyhinjury", the additional insured by this endorsement still is pp y I rye, prop- excess over any valid and collectible "other in- erty damage" or "personal injury" arising out surance", whether rima of the rendering of, or failure to render, any primary, excess, contingent to the ad i- professional architectural, engineering or sur- on any otherurbasis, that is availableoror to the isodd veying services, including: annnal insured when that personersuch "other sinson - additional insured under "other insur- I. The preparing, approving, or failing to ance". prepare or approve, maps, shop draw- 4, As a condition of coverage provided to the Ings, opinions, reports, surveys, field or- additional insured by this endorsement: ders or change orders, or the preparing, approving, or failing to prepare or ap- a) The additional insured must give us written prove, drawings and specifications;and notice as soon as practicable of an "occur- II. Supervisory, inspection, architectural or rence" or an offense which may result in a engineering activities. claim. To the extent possible, such notice should include: CG D2 46 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABIk I. How, when and where the "occurrence" any provider of"other insurance"which would or offense took place: cover the additional insured for a loss we Ii. The names and addresses of any injured cover under this endorsement. However, this persons and witnesses; and condition does not affect whether the Insur- ance provided to the additional insured by Ill. The nature and location of any injury or this endorsement is primary to "other insur- damage arising out of the "occurrence" or ance" available to the additional insured offense. which covers that person or organization as a b) If a claim Is made or"suit" is brought against named insured as described in paragraph 3. the additional insured, the additional insured above. must: 5. The following definition is added to SECTION V. I. Immediately record the specifics of the —DEFINITIONS: claim or"suit"and the date received; and 'Written contract requiring insurance means II. Notify us as soon as practicable. that part of any written contract or agreement under which you are required to include a The additional insured must see to it that we receive written notice of the claim or"suit" as person or organization as an additional In- racticable. sureb on this Coverage Part, provided that soon as P the "bodily injury" and "property damage" 0c- c) The additional insured must immediately curs and the "personal injury" is caused by an send us copies of all legal papers received in offense committed: connection with the claim or "suit", cooperate a. Atter the signing and execution of the with us in the investigation or settlement of contract or agreement by you; the claim or defense against the "suit", and otherwise comply with all policy conditions. b. While that part of the contract or d) The additional insured must tender the de- agreement is in effect; and fense and indemnity of any claim or "suit' to c. Before the end of the policy period. Page 2 of 2 ©2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 05 kW COMMERCIAL AUTO b. Return the stolen property, at our ex- 5. Other Insurance pense. We will pay for any damage that a. For anycovered " " results to the"auto" from the theft; or autoyou own, this coverage form provides primary insur- e. Take all or any part of the damaged or ance. For any covered "auto" you don't stolen property at an agreed or appraised own, the insurance provided by this coy- value. erage form is excess over any other col- If we pay for the "loss", our payment will in- lectible insurance. However, while a cov- elude the applicable sales tax for the dam- ered "auto" which is a 'trailer" is can- aged or stolen property. netted to another vehicle, the Liability Coverage this coverage form provides for 5. Transfer Of Rights Of Recovery Against the 'trailer' is: Others To Us (1) Excess while it is connected to a mo- lt any person or organization to or for whom tor vehicle you do not own. we make payment under this coverage form has rights to recover damages from another, (2) Primary while it is connected to a those rights are transferred to us. That person covered "auto"you own. or organization must do everything necessary b. For Hired Auto Physical Damage Cover- to secure our rights and must do nothing after age, any covered "auto" you lease, hire, "accident"or"loss"to impair them. rent or borrow is deemed to be a covered B. General Conditions "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with 1. Bankruptcy a driver is not a covered "auto". Bankruptcy or insolvency of the "insured" or c. Regardless of the provisions of Para- the"insured's" estate will not relieve us of any graph a. above, this coverage form's Li- obligations under this coverage form. ability Coverage is primary for any liability 2. Concealment, Misrepresentation Or Fraud assumed under an"insured contract". This coverage form is void in any case of d. When this coverage form and any other fraud by you at any time as it relates to this coverage form or policy covers on the coverage form. It is also void if you or any same basis, either excess or primary, we other"insured", at any time. intentionally con- will pay only our share. Our share is the teal or misrepresent a material fact concern- proportion that the Limit of Insurance of ing: our coverage form bears to the total of the limits of all the coverage forms and a. This coverage form; policies covering on the same basis. b. The covered "auto"; 6. Premium Audit c. Your interest in the covered "auto"; or a. The estimated premium for this coverage d. A claim under this coverage form. form is based on the exposures you told 3. Liberalization us you would have when this policy be- o If we revise this coverage form to provide gan. We will compute the final premium due more coverage without additional premium due when we determine your actual ex- charge, your policy will automatically provide posures. The estimated total premium will the additional coverage as of the day the re- the be credited against the final premium due and the first Named Insured will be billed vision is effective in your state. for the balance, if any. The due date for - 4. No Benefit To Bailee — Physical Damage the Final premium or retrospective pre- - Coverages mium is the date shown as the due date We will not recognize any assignment or on the bill. If the estimated total premium grant any coverage for the benefit of any per- exceeds the final premium due, the first son or organization holding, storing or trans- Named Insured will get a refund. porting property for a fee regardless of any b. If this policy is issued for more than one other provision of this coverage form. year, the premium for this coverage Form will be computed annually based on our rates or premiums in effect at the begin- ning of each year of the policy. CA 00 01 03 10(Rev.02.11) ©Insurance Services Office, Inc.,2009 Page 9 of 12 00x03 V COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE-This endorsement broadens coverage. However,coverage for any injury, damage or medical expenses described In any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully b determine rights,duties,and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE- LOSS OF B. BLANKET ADDITIONAL INSURED USE-INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES-INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS - INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO - LIMITED WORLDWIDE COV- LOSS ERAGE-INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE-GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this Insurance applies and only to the extent that The following is added to Paragraph A.1.,Who Is person or organization qualifies as an "Insured" An Insured,of SECTION II-COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section II. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II - COV- separately Insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours Is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name,with your permission, while performing B. BLANKET ADDITIONAL INSURED duties related to the conduct of your busi- ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in 8.5., Who Is An Insured, of SECTION II - COVERED Other Insurance, of SECTION IV - BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered"autos"you own: executed by you before the "bodily injury" or (1j Any covered "auto" you lease, hire, "property damage" occurs and that Is In effect rent or borrow;and during the policy period, to be named as an addi- (2) Any covered"auto"hired or rented by tlonal insured is an "insured" for Covered Autos your "employee" under a contract In Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ®2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includec copyrighted material of Insurance Services Office.Inc.with its permission. \Lr � COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your buss- brought outside the United States of ness. America, the territories and possessions However, any"auto"that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver Is not a Rico and Canada: covered"auto". (I) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured"against, and investigate or set- tleThe following Is added to Paragraph A.1.,Who Is any such claim or "sin" std a - An Insured,of SECTION II—COVERED AUTOS us advised of all proceeddings and ac- ons. LIABILITY COVERAGE: Any of ours is an "insured"while us- (ii) "insured" Neither you nor makeaey otyer involved Y "Insured" will any settlement ing a covered"auto"you don't re or borrow without our consent. in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)We may, at " ourparticipate LIMITS in defendingthe "insured"against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit'. of SECTION II—COVERED AUTOS LIABIL- (iv)We will reimburse the insured" for ITT COVERAGE: sums that the "Insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily eluding bonds for related traffic law viola- injury"or"property damage"to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II—COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITV COVERAGE: LIABILITY COVERAGE. (4) AU reasonable expenses incurred by the (v) We will reimburse the "Insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your Investlga- cause of time off from work. tion of such claims and your defense ofF. HIRED AUTO — LIMITED WORLDWIDE COV- "s the uncured" against any such ERAGE—INDEMNITY BASIS "suit", but only described to and included within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of barge, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro- settlements or defense expenses. hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Coy- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured"whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, Its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (If you are a limited liability company) or Canada. members of their households. Page 2 of 4 02015 The Travelers Indemnity Company.All rights reserved. CA 13 53 02 15 Incudes copyrighted materiel of Insurance Services Once,Inc.with its permission. id V COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered"auto". compulsory insurance In any such coun- This coverage applies only In the event of a total try up to the minimum limits required by then of your covered"auto". local law. Your failure to comply with No deductibles apply to this Personal Property compulsory insurance requirements will coverage. not invalidate the coverage afforded by this policy, but we will only be liable to the K. AIRBAGS same extant we would have been liable The following is added to Paragraph B.3., Exdu- had you complied with the compulsory in- slons, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It Is understood that we are not an admit- Exclusion $.a. does not apply to "loss" to one or led or authorized insurer outside the more airbags in a covered"auto"you own that in- United States of America, Its territories Hate due to a cause other than a cause of"loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that"auto" Is a covered "auto'for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty;and The following Is added to Paragraph D., Deducd- c. The airbags were not intentionally inflated. bie, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one"loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass Is repaired rather than LOSS replaced The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- live prompt notice of the "accident" or"loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or"loss" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You(if you are an Individua0; for loss of use is $65 per day, to a maximum of (13) A partner(If you are a partnership); $750 for any one"accident'. (c) A member (if you are a limited liability corn- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager Of you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any"employee"authorized by you to give no- • AGE: lice of the"accident"or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cow- Of Rights Of Recovery Against Others To Us, ered"auto"of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION ill — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" pare)and other personal property which is: or"loss", provided that the"accident"or"loss" (1) Owned by an"Insured`; and arises out of operations contemplated by CA T3 59 02 15 0 Sots The Travelers Indemnity Company.All rights reserved. Page 3 of 4 includescopyrighted material of insurance Services office,Inc with its permission. %r COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- tact additional premium or exercise our right of ceaiment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 02015 The Travelers Indemnity Company.All tights Meowed. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 4110 CMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR COMMERCIAL INDUSTRIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE-This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage Is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured J. Bodily Injury To Co-Employees And Co-Volunteer B. Blanket Additional Insured- Broad Form Vendors Workers C. Damage To Premises Rented To You K. Aircraft Chartered With Crew • Perils of fire, explosion, lightning, smoke, L. Non-Owned Watercraft - Increased From 25 Feel water To 50 Feet • Limit increased to $300,000 M. Increased Supplementary Payments D. Blanket Waiver Of Subrogation • Cost of bail bonds increased to $2,500 E. Blanket Additional Insured - Owners, Managers • Loss of earnings increased to$500 per day Or Lessors Of Premises F. Blanket Additional Insured - Lessors Of Leased N. Medical Payments- Increased Limit Equipment 0. Knowledge And Notice Of Occurrence Or Offense G. Incidental Medical Malpractice P. Unintentional Omission °= H. Personal Injury-Assumed By Contract O. Reasonable Force - Bodily Injury Or Property - I. Amended Bodily Injury Definition Damage — PROVISIONS B. BLANKET ADDITIONAL INSURED - BROAD = A. BROADENED NAMED INSURED FORM VENDORS 1. The following is added to SECTION II-WHO The following is added to SECTION II -WHO IS IS AN INSURED: AN INSURED: Any organization, other than a partnership or Any person or organization that is a vendor and joint venture, over which you maintain owner- that you have agreed in a written contract or ship or majority Interest on the effective date agreement to include as an additional insured on of the policy qualifies as a Named Insured. this Coverage Part is an insured, but only with re- However, coverage for any such organization spect to liability for "bodily injury" or "properly will cease as of the date during the policy pe- damage"that: nod that you no longer maintain ownership of, a. Is caused by an "occurrence"that takes place or majority interest in, such organization. 2. The following replaces. Paragraph 4.a. of after you have signed an and executed that con- - SECTION II-WHO IS AN INSURED: tract or agreement; and b. Arises out of your products" which are dis- a. Coverage under this provision is afforded Uibuted or sold in the regular course of such only until the 180th day after you acquire vendors business. or form the organization or the end of the policy period, whichever is earlier, unless The insurance provided to such vendor Is subject reported in writing to us within 180 days. to the following provisions: CG D4 58 07 13 PJ 2013 The Travelers Indemnity Company.All rights reserved. Page 1 of 7 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 002130 COMMERCIAL GENERAL LIARfLITY a. The limits of insurance provided to such yen- JURY AND PROPERTY DAMAGE LIABIL- dor will be the limits which you agreed to pro- ITY: vide in the written contract or agreement, or Exclusions c. through n. do not apply to dam- the limits shown in the Declarations of this age to premises while rented to you, or tern- Coverage Part, whichever are less. porarily occupied by you with permission of b. The insurance provided to such vendor does the owner, caused by: not apply to: a. Fire; (1) "Bodily injury" or "property damage" for b. Explosion; which the vendor is obligated to pay damages by reason of the assumption of c. Lightning; liability in a contract or agreement. This d. Smoke resulting from such fire, explosion, exclusion does not apply to liability for or lightning: or damages that the vendor would have in e. Water. the absence of the contract or agreement; A separate limit of insurance applies to such (2) Any express warranty unauthorized by damage to premises as described in Para- you; graph 6. of Section III—Limits Of Insurance. (3) Any physical or chemical change in "your This insurance does not apply to damage to products" made intentionally by such premises while rented to you, or temporarily vendor, occupied by you with permission of the (4) Repackaging, unless unpacked solely for owner, caused by: the purpose of inspection, demonstration, a. Rupture, bursting, or operation of pres- testing, or the substitution of parts under sure relief devices, instructions from the manufacturer, and then repackaged in the original container; b. Rupture or bursting due to expansion or (6) Any failure to make such inspections, ad- swelling of the contents of any building or structure, caused by or resulting from wa- justments, tests or servicing as vendors ter; agree to perform or normally undertake to perform in the regular course of business, c. Explosion of steam boilers, steam pipes, in connection with the distribution or sale steam engines, or steam turbines. of"your products'; 2. The following replaces Paragraph 6. of SEC- (6) Demonstration, installation, servicing or TION III— LIMITS OF INSURANCE: repair operations, except such operations Subject to 5. above, the Damage To Prem- performed at such vendor's premises in ises Rented To You Limit is the most we will connection with the sale of "your prod- pay under Coverage A for damages because ucts"; or of "property damage" to any one premises (7) "Your products" which, after distribution or while rented to you, or temporarily occupied sale by you, have been labeled or rela- by you with permission of the owner, caused beled or used as a container, part or in- by fire; explosion; lightning smoke resulting gredient of any other thing or substance from such fire, explosion, or lightning; or wa- by or for such vendor. ter. The Damage To Premises Rented To Coverage under this provision does not apply to: You Limit will apply to all damage proximately a. Any person or organization from whom you caused by the same "occurrence", whether have acquired "your products", or any inure- such damage results from fire; explosion; dient, part or container entering into, accom- lightning; smoke resulting from such fire, ex- panying or containing such products; or plosion, or lightning; water, or any combina- b. Any vendor for which coverage as an addi- tion of any of these. tional insured specifically is scheduled by en- The Damage To Premises Rented To You dorsement. Limit will be the higher of: C. DAMAGE TO PREMISES RENTED TO YOU a. $300,000; or 1. The following replaces the last paragraph of b. The amount shown on the Declarations of Paragraph 2., Exclusions, of SECTION I — this Coverage Part for Damage To Prem- COVERAGES — COVERAGE A BODILY IN- ises Rented To You Limit. Page 2 of 7 ©2013 The Travelers Indemnity Company.All rights reserved. CG D4 58 07 13 Includes copyrighted material of Insurance Services Office.Inc.with Its permission. COWMERCIAL GENERAL LIABILITY 3. The following replaces Paragraph a. of the a. Is"bodily injury" or"property damage" caused definition of "insured contract" in the DEFINI- by an "occurrence" that takes place, or "per- TIONS Section: sonal injury" or 'advertising injury" caused by a. A contract for a lease of premises. How- an offense that is committed, after you have ever, that portion of the contract for a signed and executed that contract or agree- lease of premises that indemnifies any menta and person or organization for damage to b. Arises out of the ownership, maintenance or premises while rented to you, or tempo- use of that part of any premises leased to rarily occupied by you vnth permission of you. the owner, caused by: The insurance provided to such premises owner, (1) Fire; manager or lessor is subject to the following pro- visions. (2) Explosion; a. The limits of insurance provided to such (3) Lightning; premises owner, manager or lessor will be (4) Smoke resulting from such fire, ex- the limits which you agreed to provide in the plosion, or lightning; or written contract or agreement, or the limits (5) Water, shown on the Declarations of this Coverage Part, whichever are less. is not an"insured contract"; b. The insurance provided to such premises 4. The following replaces Paragraph 4.b.(1)(b) owner, manager or lessor does not apply to: of SECTION IV — COMMERCIAL GENERAL (1) "Bodily injury" or "property damage" LIABILITY CONDITIONS: caused by an "occurrence" that takes (b) That is insurance for premises rented to place. or "personal injury" or "advertising you, or temporarily occupied by you with injury" caused by an offense that is com- the permission of the owner; milted, after you cease to be a tenant in D. BLANKET WAIVER OF SUBROGATION that premises; or (2) Structural The following is added to Paragraph 8., Transfer demolition aoperrations performed bylor on Of Rights Of Recovery Against Others To Us, behalf of such premises owner, manager of SECTION IV — COMMERCIAL GENERAL LI- or lessor. ABILITY CONDITIONS: c. The insurance provided to such premises We waive any right of recovery we may have owner, manager or lessor is excess over any against any person or organization because of valid and collectible other insurance available payments we make for injury or damage arising to such premises owner, manager or lessor, out of premises owned or occupied by or rented unless you have agreed in a written contract or loaned to you; ongoing operations performed for this insurance to apply on a primary or by you or on your behalf, done under a contract contributory basis. with that person or organization; "your work"; or F. BLANKET ADDITIONAL INSURED — LESSORS "your products". We waive this right where you OF LEASED EQUIPMENT have agreed to do so as part of a written contract, The following is added to SECTION II —WHO IS AN INSURED: = E. BLANKET ADDITIONAL INSURED — OWNERS, Any person or organization that is an equipment MANAGERS OR LESSORS OF PREMISES lessor and that you have agreed in a written con- = The following is added to SECTION II —WHO IS tract or agreement to include as an additional in- am AN INSURED: sured on this Coverage Part Is an insured, but Any person or organization that is a premises only with respect to liability for "bodily injury", owner, manager or lessor and that you have "property damage", "personal injury" or "edvertis- izzaagreed in a written contract or agreement to Ing injury"that: name as an additional insured on this Coverage a. Is"bodily injury"or"properly damage" caused Part is an insured, but only with respect to liability by an "occurrence" that takes place, or "per- for "bodily injury", "property damage", "personal sonal injury" or "advertising injury" caused by injury"or"advertising injury"that: an offense that is committed, after you have CG D4 68 07 13 a 2013 The Travelers Indemnity Company.All rights reserved. Page 3 of 7 Includes copyrighted material of insurance Services Office,Inc.with its permission. 002131 COMMERCIAL GENERAL LIkITY signed and executed that contract or agree- 3. The following is added to Paragraph 2.a.(1)of ment; and SECTION II—WHO IS AN INSURED: b. Is caused, in whole or in part, by your acts or Unless you are in the business or occupation omissions in the maintenance, operation or of providing professional health care services, use by you of equipment leased to you by Paragraphs (1)(a), (b), (c) and (d) above do such equipment lessor. not apply to any "bodily injury" arising out of The insurance provided to such equipment lessor any providing or failing to provide "incidental sur to the following such medical services" by any of your"employees", is other than an employed doctor. Any such a. The limits of insurance provided to such "employees' providing or failing to provide equipment lessor will be the limits which you "incidental medical services"during their work agreed to provide in the written contract or hours for you will be deemed to be acting agreement, or the limits shown on the Credal- within the scope of their employment by you rations of this Coverage Part, whichever are or performing duties related to the conduct of less. your business. b. The insurance provided to such equipment 4. The following exclusion is added to Para- lessor does not apply to any "bodily injury" or graph 2., Exclusions, of SECTION I — COV- "property damage" caused by an "occurrence" ERAGEB —COVERAGE A BODILY INJURY that takes place, or "personal injury" or "ad- AND PROPERTY DAMAGE LIABILITY: vertising injury" caused by an offense that is Sale Of Pharmaceuticals committed, after the equipment lease expires. "Bodily injury" or "property damage" arising c. The insurance provided to such equipment out of the willful violation of a penal statute or lessor is excess over any valid arid collectible ordinance relating to the sale of phannaceuti- other insurance available to such equipment cols committed by, or with the knowledge or lessor, unless you have agreed in a written consent of, the insured. contract for this insurance to apply on a pri- 5. The following is added to Paragraph 5. of mary or contributory basis. SECTION III—LIMITS OF INSURANCE: G. INCIDENTAL MEDICAL MALPRACTICE For the purposes of detemlining the applica- 1. The following is added to the definition of"ou oble Each Occurrence Limit, all related acts or fail- currence" in the DEFINITIONS Section: ing to pre providecoIncidentalnicidtl inthe mediprovcal ser or o ing to medical services" to Unless you are in the business or occupation any one person will be considered one "oc- of providing professional health care services, currence". "occurrence" also means an act or omission 6. The following is added to Paragraph 4.b., Ex- committed in providing or failing to provide cess Insurance, of SECTION IV — COM- "incidental medical services"to a person. MERCIAL GENERAL LIABILITY CONDI- 2. The following is added to the DEFINITIONS TIONS: Section: This insurance is excess over any valid and "Incidental medical services" means: collectible other insurance, whether primary, excess, contingent or on any other basis, that a. Medical, surgical, dental, laboratory, x-ray is available to any of your "employees" for or nursing service or treatment, advice or "bodily injury" that arises out of providing or instruction, or the related furnishing of failing to provide Incidental medical services" food or beverages; to any person to the extent not subject to b. The furnishing or dispensing of drugs or Paragraph 2.a.(1) of SECTION II — WHO IS medical, dental, or surgical supplies or AN INSURED. appliances; H. PERSONAL INJURY — ASSUMED BY CON- c. First aid; or TRACT d. "Good Samaritan services". 1. The following replaces Exclusion e., Contrac- tual Liability, in Paragraph 2. of SECTION I "Good Samaritan services" means any emer- — COVERAGES — COVERAGE B PER- gency medical services for which no compen- SONAL AND ADVERTISING INJURY LI- sation is demanded or received, ABILITY: Page 4 of 7 ®2013 The Travelers Indemnity Company.All rights reserved. CG 04 58 07 13 Includes copyrighted material of Insurance Services Office,Inc.with its permission. a 40 CQIERCIAL GENERAL LIABILITY e. Contractual Liability the insured and the interests of the in- "Personal injury" or"advertising injury"for demnitee; which the insured is obligated to pay 4. The following replaces the first subparagraph damages by reason of the assumption of of Paragraph f. of the definition of "insured liability in a contract or agreement. This contract" in the DEFINITIONS Section: exclusion does not apply to: f. That part of any other contract or agree- (1) Liability for damages that the insured ment pertaining to your business (includ- would have in the absence of the ing an indemnification of a municipality in contract or agreement; or connection with work performed for a (2) Liability for damages because of municipality) under which you assume the "personal injury" assumed in a con- "tbodily liabilityinjury," of another party to pay for P senaly jury'' t" "property i damage" or"per- tract or agreement that is an "Insured conal injury"to a third person or organize- contract", provided that the "personal tion. Tort liability means a liability That injury is caused by an offense corn- would be imposed by law in the absence mitted subsequent to the execution of of any contract or agreement the contract or agreement. Solely for I AMENDED BODILY INJURY DEFINITION the purposes of liability assumed in an "insured contract", reasonable at- The following replaces the definition of "bodily in- torneys fees and necessary litigation jury in the DEFINITIONS Section: expenses incurred by or for a party "Bodily Injury" means bodily injury, mental an- other than an insured will be deemed guish, mental injury, shock, fright, disability, hu- to be damages because of "personal miliation, sickness or disease sustained by a per- injury", provided that: son, including death resulting from any of these at (a) Liability to such party for, or for any time. the cost of. that party's defense J. BODILY INJURY TO CO-EMPLOYEES AND has also been assumed in the CO-VOLUNTEER WORKERS same "insured contract"; and The following is added to Paragraph 2.a.(1) of (b) Such attorney fees and litigation SECTION II-WHO IS AN INSURED: expenses are for defense of that Paragraph (1)(a) above does not apply to "bodily party against a civil or alternative injury"to a co-"employee" in the course of the co- ea dispute resolution proceeding in "employee's" employment by you or performing which damages to which this in- duties related to the conduct of your business, or — surance applies are alleged, to "bodily injury"to your other"volunteer workers" 2. The following replaces the third sentence of while performing duties related to the conduct of Paragraph 2. of SUPPLEMENTARY PAY- Your business. MENTS-COVERAGES A AND B: K. AIRCRAFT CHARTERED WITH CREW g The followingis added to Exclusion g., Aircraft,sacc Notwithstanding the provisions of Paragraph Auto Or Watercraft, in Paragraph 2. of SECTION 2.b.(2) of Section I -Coverage A-Bodily In- I - COVERAGES - COVERAGE A BODILY IN- .,— e_ jury And Property Damage Llablltty or Para- JURY AND PROPERTY DAMAGE LIABILITY: graph 2e. of Section I - Coverage B - Per- __ conal and Advertising Injury Liability, such This exclusion does not apply to en aircraft that payments will not be deemed to be damages is: because of "bodily injury", "property damage" (a) Chartered with crew to any insured; re or "personal injury', and will not reduce the (b) Not owned by any insured; and re- 0-.0- limits of insurance. (c) Not being used to carry any person or prop- o= 3. The following replaces Paragraph 2.d. of erty for a charge. � SUPPLEMENTARY PAYMENTS - COVER- L. NON-OWNED WATERCRAFT AGES A AND B: 1. The following replaces Paragraph (2) of Ex- d. The allegations in the "suit" and the in- elusion g., Aircraft, Auto Or Watercraft, In formation we know about the "occur- Paragraph 2. of SECTION I - COVERAGES rence" or offense are such that no conflict - COVERAGE A BODILY INJURY AND appears to exist between the interests of PROPERTY DAMAGE LIABILITY: CG D4 58 07 13 ®2013 The Travelers Indemnity Company.All rights reserved. Page 5 of 7 Includes copyrighted material of Insurance Services Office,Inc,with its permission. 002132 COMMERCIAL GENERAL LIAEILITy (2) A watercraft you do not own that is: e. The following provisions apply to Paragraph (a) Fifty feet long or less; and a. above, but only for the purposes of the in- (b) Not being used to carry any person or surance provided under this Coverage Part to property for a charge. you or any insured listed in Paragraph 1. or 2. of Section II—Who Is An Insured: 2. The following is added to Paragraph 2. of (1) Notice to us of such "occurrence" or of- SECTION 11—WHO IS AN INSURED: An person or organization that, withyour ex- fense must be given as soon as or ce- Y 9iota only after the "occurrence" offense press or implied consent, either uses or is re- is known to you (if you are an individual), sponsible for the use of a watercraft that you any of your partners or members who is do not own that Is: an individual Of you are a partnership or (1) Fifty feet long or less; and joint venture), any of your managers who (2) Not being used to carry any person or is an individual (if you are a limited liability property for a charge. company), any of your trustees who is an M. INCREASED SUPPLEMENTARY PAYMENTS individual (if you are a trust), any of your "executive officers" or directors (if you are 1. The following replaces Paragraph 1.b. of an organization other than a partnership, SUPPLEMENTARY PAYMENTS — COVER- joint venture, limited liability company or AGES A AND B of SECTION I — COVER- trust) or any "employee' authorized by AGES: you to give notice of an "occurrence" or b. Up to $2,500 for cost of bail bonds re- offense. quired because of accidents or traffic law violations arising out of the use of any (2) If you are a partnership, joint venture,a of vehicle to which the Bodily Injury Liability ited liability company or trust, and none of Coverage applies. We do not have to fur- your partners, joint venture members, nish these bonds. managers or trustees are individuals,afs, no nc- lice to us of such "occurrence" or offense 2. The fallowing replaces Paragraph 1.d. of must be given as soon as practicable only SUPPLEMENTARY PAYMENTS — COVER- after the"occurrence"or offense is known AGES A AND B of SECTION I — COVER- by, AGES: d. All reasonable expenses incurred by the (a) Any individual who is: insured at our request to assist us in the til A partner or member of any part- investigation or defense of the claim or nership or joint venture; "suit", including actual loss of earnings up (ti) A manager of any limited liability to $500 a day because of time off from company; work. N. MEDICAL PAYMENTS — INCREASED LIMIT (iii)A trustee of any officer or The following replaces Paragraph 7. of SECTION (iv)An executive or director of any other organization; III—LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Expense that is your partner, joint venture member, manager or trustee; or Limit is the most we will pay under Coverage C. for all medical expenses because of "bod- (b) Any "employee" authorized by such ily injury" sustained by any one person, and partnership, joint venture, limited li- will be the higher of: ability company, trust or other organi- (a) $10,000; or zation to give notice of an "occur- (b) The amount shown on the Declarations of carica"or offense. this Coverage Part for Medical Expense b e given(3) Notice to of such "occurrence" or of- Limit. fense will be deemed to be given as soon • as practicable if it is given in good faith as 0. KNOWLEDGE AND NOTICE OF OCCUR- soon as practicable to your workers' RENCE OR OFFENSE compensation insurer. This applies only if The following is added to Paragraph 2., Duties In you subsequently give notice to us of the The Event of Occurrence, Offense, Claim or "occurrence" or offense as soon as prac- Suit, of SECTION IV — COMMERCIAL GEN- ticabte after any of the persons described ERAL LIABILITY CONDITIONS: in Paragraphs e.(1) or (2) above discov- Page 6 of 7 ©2013 The Travelers Indemnity Company.All rights reserved. CG D4 58 07 13 Includes copyrighted material of Insurance Services Office,Inc.with Its permission. gar w� COMMERCIAL GENERAL LIABILITY ers that the "occurrence" or offense may your rights under this insurance. However, this result in sums to which the insurance provision does not affect our right to collect addi- provided under this Coverage Part may Lionel premium or to exercise our rights of cancel- apply. lation or nonrenewal in accordance with applies- However, if this policy includes an endorse- ble insurance laws or regulations. ment that provides limited coverage for "bod- Q. REASONABLE FORCE - BODILY INJURY OR ily injury" or "property damage" or pollution costs arising out of a discharge, release or PROPERTY DAMAGE escape of "pollutants" which contains a re- The following replaces Exclusion a., Expected Or qulrement that the discharge, release or es- Intended Injury, in Paragraph 2. of SECTION I - cape of "pollutants" must be reported to us COVERAGES - COVERAGE A BODILY IN- within a specific number of days after its JURY AND PROPERTY DAMAGE LIABILITY: abrupt commencement, this Paragraph e. does not affect that requirement. a. Expected or Intended Injury or Damage P. UNINTENTIONAL OMISSION "Bodily injury" or"property damage" expected The following is added to Paragraph 6., Repre- or intended from the standpoint of the in- sentations, of SECTION IV - COMMERCIAL sured. This exclusion does not apply to "bod- GENERAL LIABILITY CONDITIONS: ily injury" or "property damage' resulting from The unintentional omission of, or unintentional er- the use of reasonable force to protect any ror in. any information provided by you which we person or property. relied upon in issuing this policy will not prejudice els or— irarric CG 134 88 07 13 ®2013 The Travelers Indemnity Company.All rights reserved. Page 7 of 7 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 002133