HomeMy WebLinkAboutCSG, Inc. (14) CONSULTING SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND
CSG CONSULTANTS,INC.
THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills
("Town") and CSG Consultants, Inc. ("Consultant") (together sometimes referred to as the"Parties") as of
kia7D&yrati f7, 2018 (the"Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to Town the services described in the Scope of Work attached as Exhibit A 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 December 31, 2018, and Consultant shall complete the work described in Exhibit A
on or before that date, unless the term of the Agreement is otherwise terminated or
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extended, as provided for in Section 8. The time provided to Consultant to complete the
services required by this Agreement shall not affect the Town's right to terminate the
Agreement, as referenced in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in a manner consistent with the level of care and skill ordinarily exercised by
other professionals providing the same services in the San Francisco Bay Area.
1.3 Assignment of Personnel. Consultant 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,
Consultant shall, immediately upon receiving notice from Town of such desire of Town,
reassign such person or persons.
1.4 Time. Consultant 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 Consultant's obligations hereunder.
1,5 Public Works Requirements. Because the services described in Exhibit A include"work
performed during the design and preconstruction phases of construction including, but not
limited to, inspection and land surveying work,"the services constitute a public works
within the definition of Section 1720(a)(1)of the California Labor Code. As a result,
Consultant is required to comply with the provisions of the Labor Code applicable to public
works, to the extent set forth in Exhibit C.
Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed $41,850
notwithstanding any contrary indications that may be contained in Consultant's proposal,for services to be
performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the
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Agreement shall prevail. Town shall pay Consultant 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 Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices
to Town in the manner specified herein. Except as specifically authorized by Town in writing, Consultant
shall not bill Town for duplicate services performed by more than one person.
Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently,the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant 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. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information;
• Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
• 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;
• At Town's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work,the hours spent by each person, a brief description of the work, and
each reimbursable expense;
• The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder;
• The Consultant's signature;
• Consultant shall give separate notice to the Town when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds 800 hours within a 12-month period under this
Agreement and any other agreement between Consultant and Town. Such notice
shall include an estimate of the time necessary to complete work described in
Exhibit A and the estimate of time necessary to complete work under any other
agreement between Consultant and Town, if applicable.
2.2 Monthly Payment. Town shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. Town
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
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2.3 Final Payment. Town shall pay the last 10%of the total sum due pursuant to this
Agreement within 60 days after completion of the services and submittal to Town of a final
invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to
this Agreement. Town shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant 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 Consultant 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 properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
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2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the Town or Consultant terminates this
Agreement pursuant to Section 8,the Town shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant 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. Consultant shall, at its sole 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, ••
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and 11
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives,employees, and subcontractors. Consistent with the following provisions, Consultant 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 ••
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the Town. Consultant 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 Consultant's bid. Consultant shall not
allow any subcontractor to commence work on any subcontract until Consultant 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. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers' Compensation. Consultant 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 Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than$1,000,000 per accident. In the alternative, Consultant 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. Determination 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
Consultant, 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 Liability Insurance.
4.2.1 General requirements. Consultant, 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 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 limit 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
'occurrence"basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
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:
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a. The Insurance shall cover on an occurrence or an accident basis, and not III
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 Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant
c. For any claims related to this Agreement or the work hereunder, the 1
Consultant's 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 Consultant's 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. Consultant, 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 covering the licensed professionals'errors and
omissions. Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 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, Consultant shall purchase an extended period coverage
for a minimum of five years after completion of work under this
Agreement.
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.
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4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy
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. Should any
CONSULTANTS insurers'ratings change during the middle of a policy year,
CONSULTANT has until the policy renewal date to remedy the situation.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish Town with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and certified 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
Consultant beginning work, it shall not waive the Consultant's 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. Consultant 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 Consultant shall provide a financial guarantee
satisfactory to the Town guaranteeing payment of losses and related
investigations,claim administration and defense expenses.
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. Consultant hereby agrees to waive subrogation which
any insurer or contractor may require from vendor by virtue of the payment of any
loss. Consultant agrees to obtain any endorsements that may be necessary to
affect this waiver of subrogation.
The Workers'Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the consultant, its employees,
agents, and subcontractors.
4A.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
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4.5 Remedies. In addition to any other remedies Town may have if Consultant 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 li
are alternatives to other remedies Town may have and are not the exclusive remedy for
Consultant'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 Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder,or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof;and/or
• Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall,to the
fullest extent allowed by law,with respect to all Services performed in connection with this Agreement,
defend with counsel acceptable to Town, indemnify, and hold Town, its officers, employees, agents, and
volunteers, harmless from and against any and all claims to the extent they arise out of, pertain to,or relate
to the negligence, recklessness,or willful misconduct of the Consultant, ("Claims"). Consultant will bear all
losses,costs,damages,expense and liability of every kind, nature and description to the extent they arise
out of, pertain to, or relate to such Claims,whether directly or indirectly("Liability"). Such obligations to
defend, hold harmless and indemnify the Town shall not apply to the extent that such Liabilities are caused
by the sole negligence, active negligence,or willful misconduct of the Town.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any
type of express or implied indemnity against the Indemnitees.
Notwithstanding the forgoing, to the extent this Agreement is a"construction contract"as defined by
California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of Town. Town shall have the
right to control Consultant only insofar as the results of Consultant's 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
Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding
any other Town,state, or federal policy, rule, regulation, law,or ordinance to the contrary,
Consultant 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
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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 Consultant Not an Agent. Except as Town may specify in writing, Consultant shall have
no authority, express or implied,to act on behalf of Town in any capacity whatsoever as an •
agent. Consultant 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. Consultant and any subcontractors shall comply with
all laws and regulations applicable to the performance of the work hereunder, including but
not limited to,the California Building Code, the Americans with Disabilities Act, and any
copyright, patentor trademark law. Consultant's Failure to comply with any law(s)or
regulation(s)applicable to the performance of the work hereunder shall constitute a breach
of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which Town is bound by the terms
of such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to Town that Consultant 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. Consultant represents and warrants to Town that Consultant 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,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from Town.
7.5 Nondiscrimination and Equal Opportunity. Consultant 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 Consultant under this
Agreement. Consultant 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 Consultant thereby.
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Consultant 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 Consultant.
Consultant may cancel this Agreement upon thirty(30)days'written notice to Town and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of termination;Town,however,may condition payment of
such compensation upon Consultant delivering to Town any or all documents,
photographs, computer software, video and audio tapes, and other materials provided to
Consultant or prepared by or for Consultant or the Town in connection with this
Agreement.
8.2 Extension. Town may, in its sole 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. Consultant understands and
agrees that, if Town grants such an extension,Town shall have no obligation to provide
Consultant 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 Consultant for any otherwise reimbursable expenses incurred
during the extension period.
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 Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant'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 Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant 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 Consultant shall survive '..
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, Town's remedies shall include, but not be limited to,the following:
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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 Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not •
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finished by Consultant; or
8.6.4 Charge Consultant the difference between the costs to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
Town would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant'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
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the Town. Consultant 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 Consultant 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.
9.2 Consultant's Books and Records. Consultant 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 Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant 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.
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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 attomeys'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 kill 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. Consultant 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.
10.7 Conflict of Interest. Consultant may serve other clients,but none whose activities within
the corporate limits of Town or whose business, regardless of location,would place
Consultant in a"conflict of interest,'as that term is defined in the Political Reform Act,
codified at Califomia Government Code Section 81000 et seq.
Consultant 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 Califomia Government Code Sections 1090 of seq.
Consultant 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 Consultant was an employee,
agent, appointee,or official of the Town in the previous twelve months, Consultant
warrants that it did not participate in any manner in the forming of this Agreement.
Consultant understands that, if this Agreement is made in violation of Government Code
§1090 et seq.,the entire Agreement is void and Consultant will not be entitled to any
compensation for services performed pursuant to this Agreement,including reimbursement
of expenses, and Consultant will be required to reimburse the Town for any sums paid to
the Consultant. Consultant understands that,in addition to the foregoing, it may be subject
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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. Consultant 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 John Chau
("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 Consultant shall be sent to:
Nourdin Khayata, P.E.
CSG Consultants, Inc.
550 Pilgrim Drive
Foster City, CA 94404
Any written notice to Town shall be sent to:
John Chau
Town of Los Altos Hills
• 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 "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 Consultant and supersedes all prior negotiations,
representations,or agreements,either written or oral.
Exhibit A Scope of Services
Exhibit B Payment Schedule
Exhibit C Public Works Requirements
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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.
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The Parties have executed this Agreement as of the Effective Date.
TOWN OF LOS ALTOS HILLS CONSULTANT I
�� C
Cad Cahill, City Manager 'yrus Ki: •i ur, President
Attest:
Deborah L. Padovan, City Clerk
Approved as to Form.
Steven T. Mattes, Town Attorney
1071914.1
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RESOLUTION 55-18
A RESOLUTION OF THE CITY COUNCIL OF THE
TOWN OF LOS ALTOS HILLS AWARDING A CONTRACT FOR CONSTRUCTION
OF THE 2018 PAVEMENT REHABILITATION AND DRAINAGE IMPROVEMENT
PROJECT
WHEREAS, the Public Works Director/City Engineer of the Town of Los Altos Hills did, in
open session, duly examine and consider all bids submitted to it for the construction of the 2018
Pavement Rehabilitation and Drainage Improvement Project.
WHEREAS, the Public Works Director/City Engineer recommends that the contract for said
project be awarded to the lowest responsible bidder, O'Grady Paving Inc., for the amount of
$1,362,873.15;
NOW,THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills
that;
I. The City Manager is hereby authorized and directed to execute a contract to the above-
named firm on behalf of the Town of Los Altos Hills.
2. The Public Works Director is hereby authorized to approve potential contract change
orders in an amount not to exceed$90,000.
3. The City Manager is hereby authorized to execute necessary contracts with
consulting/inspection firms for inspection and testing services in an amount not to exceed
$50,000.
The above and foregoing Resolution was passed and adopted by the City Council of the Town of
Los Altos Hills at a regular meeting held on 19th day of July, 2018 by the following vote:
AYES: Radford, Spreen, Corrigan, Waldeck,Wu
NOES: None
ABSTAIN: None
ABSENT: None
By:
/."ohn Radford, Mayor
ATTEST:
Deborah L. Padovan, City Clerk
Resolution 55-I8 Page 1
2018 Pavement Rehabilitation and Drainage Improvement Project
Street From To Street Type of Work
Length
(Feet)
Alejandro Drive St. Francis Road End 294 Microsurfacing
Altamont Road Black Mountain Road Taaffe Road 2,979 Microsurfacing
Ascension Drive St. Francis Road End 630 Microsurfacing
Byrne Park Lane Altamont Road w.of 27269 Byrne Park Lane 1,050 2"A.C. Overlay
De Bell Road Manuella Road Estacada Drive 1,750 Microsurfacing
Deer Springs Way Byrne Park Lane End 1,170 4" A.C. Remove and Replace
Edgerton Road Black Mountain Road End 1,800 Microsurfacing
El Monte Road Moody Road Foothill College Entrance 1,890 1.5"A.C. Overlay
Emerald Hill Lane Prospect Avenue End 450 2"A.C. Overlay
Fremont Road St.Francis Road Concepcion Road 1,250 2"A.C. Overlay
Julietta Lane S. of 27340 Julietta Lane End 400 Microsurfacing
La Cresta Court La Cresta Drive End 870 Microsurfacing
La Loma Court La Loma Drive End 315 4" A.C. Remove and Replace
La Loma Drive Prospect Avenue Summit Wood Road 1,495 4" A.C. Remove and Replace
Natoma Road Elena Road Black Mountain Road Utility Trench Settlement Repair
O'Keefe Lane 350' w. of Vista Serena End 930 Microsurfacing
Page Mill Road Balari Ranch Road Country Way 3,518 1.5"A.C. Overlay
Purissima Road Concepcion Road Robleda Road 2,325 Microsurfacing
Ravensbury Avenue Hillpark Lane End 2,700 2"A.C. Overlay
Roble Veneno Lane Concepcion Road End 330 Microsurfacing
Seven Acres Lane Fremont Road End 310 2"A.C. Overlay
Viscaino Place Viscaino Road End 360 Microsurfacing
TOTAL 26,816
TOTAL MILES OF 61.4 TOTAL MILES FOR 5.1 PERCENTAGE 8.3%
PUBLIC ROAD PROJECT
Microsurfacinn
A thin maintenance treatment mixture of polymer modified emulsion,graded aggregates,mineral filler,water,
additives. Approximately 5-year life span.
1.5"&2"A.C.Overlay
Pave an additional 1.5"or 2"of asphalt concrete over existing road surface.Approximately 12 to 15-year life span.
4"Full grind and replacement
Remove 4"of pavement section and replace with 4"of asphalt concrete pavement.Approximately 20-year life span.
Utility trench settlement repair
Remove failed pavement section,recompact road base,and replace with 6"asphalt concrete pavement(localize
repair).
Resolution 55-IB Page 2
EXHIBIT A
SCOPE OF SERVICES
Consulting Services Agreement between
Town of Los Altos Hills and CSG Consultants, Inc.—Exhibit A Page 1 of 1
Cover Letter
June 26,2018
Allen Chen
Director of Public Works/City Engineer
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills,CA 94022
RE:Construction Inspection Services for the 2018 Pavement Rehabilitation and Drainage Improvement
Project
Dear Mr.Chen,
CSG Consultants,Inc.(CSG)is pleased to present this proposal to provide construction inspection services for
the 2018 Pavement Rehabilitation and Drainage Improvement(Project).
UNDERSTANDING SCOPE OF SERVICES
We understand the project scope consists of 4"full grind and 4"paving,1.5 inch and 2-inch AC overlay,
microsurfacing,curb&gutter replacement, pavement markings replacement, utility adjustments,and
additional associated work.
CSG's construction inspector will perform inspection for work progress to ensure compliance throughout the
projects construction.General duties will include daily photos and record keeping,daily inspection reports,
coordinate inspections with utility companies and residents,coordinate special testing and inspection,and
report instances of non-compliant work.
QUALIFICATIONS
CSG is proposing Catherine Chan,EIT to perform the inspection of this project.Ms.than has over 8 years of
engineering and construction inspection experience.Ms.Chan's resume is provided on the following page for
the Town's review.
FEE SCHEDULE
The proposed cost of services is provided in the table below.CSG is proposing full time construction
inspection for the duration of this project(30 days). The cost includes an additional 40 hours for project
startup,preconstruction meetings,PS&E review,punch list coordination,and project closeout.Additionally,
we're estimating 20 hours of overtime inspection for this project.
Employee Hourly Rate Hours Cost
$135 280 $37,800
Catherine Chan,EIT (Standard Rate)
Construction Inspector $202.5
(Overtime Rate) 20 $4,050
All hourly rates include overhead costs including,but not limited to,salaries,benefits,Workers Compensation Insurance,
and office expenses. Overtime rate is calculated at 1.5x standard rote.
We look forward to working with the Town of Los Altos Hills on this project.If you have any questions,please
contact me at 650 522-2524.
Sincerely,
y�� CSG
Nourdin Khayata,PE CONSULTANTS
Vice President,CSG Consultants,Inc.
550 Pilgrim Drive,Foster City,CA 94404
650 522 2500 1650.522 2599 I www.csgengr.com
EXHIBIT B
COMPENSATION SCHEDULE
Consulting Services Agreement between
Town of Los Altos Hills and CSG Consultants, Inc.--Exhibit B Page 1 of 1
eswr
June 26,2018
Allen Chen
Director of Public Works/City Engineer
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills,CA 94022
RE:Construction Inspection Services for the 2018 Pavement Rehabilitation and Drainage Improvement
Project
Dear Mr.Chen,
CSG Consultants,Inc.(CSG)is pleased to present this proposal to provide construction inspection services for
the 2018 Pavement Rehabilitation and Drainage Improvement(Project),
UNDERSTANDING SCOPE OF SERVICES
We understand the project scope consists of 4"full grind and 4"paving,1.5 inch and 2-inch AC overlay,
microsurfacing, curb&gutter replacement,pavement markings replacement,utility adjustments,and
additional associated work.
CSG's construction inspector will perform inspection for work progress to ensure compliance throughout the
projects construction.General duties will include daily photos and record keeping,daily inspection reports,
coordinate inspections with utility companies and residents,coordinate special testing and inspection,and
report instances of non-compliant work.
QUALIFICATIONS
CSG is proposing Catherine Chan,EIT to perform the inspection of this project.Ms.Chan has over 8 years of
engineering and construction inspection experience. Ms.Chan's resume is provided on the following page for
the Town's review.
FEE SCHEDULE
The proposed cast of services is provided in the table below. CSG is proposing full time construction
Inspection for the duration of this project(30 days). The cost includes an additional 40 hours for project
startup, preconstruction meetings, PS&E review,punch list coordination,and project closeout.Additionally,
we're estimating 20 hours of overtime inspection for this project.
Employee Hourly Rate Hours Cost
$135 280 $37,800
Catherine Chan,EIT (Standard Rate)
Construction Inspector $202.5 20 $4,050
(Overtime Rate)
.Y .s'>z`" 'F ,t o` Yrt -1.7".7 ,T. p
2' 5;,x, 71'11.1, •
All hourly rates include overhead costs including,but not limited to,salaries,benefits,Workers Compensation Insurance,
and office expenses. Overtime rate is calculated at 1.5x standard rate.
We look forward to working with the Town of Los Altos Hills on this project. If you have any questions,please
contact me at 650 522-2524.
Sincerely, � CSG
Nourdin Khayata,PE CONSULTANTS
Vice President,CSG Consultants,Inc. Noma"
550 Pilgrim Drive,Foster City,CA 90900
650.522.2500 I 650.522 2599 I www.csgengr.com
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 limes the basic rate of pay.
C. The Consultant 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 Consultant 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 Consultant and any subcontractors engaged in
performance of the services described in Exhibit A shall comply with California 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 Consultant 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 Consultant or subcontractor in failing to pay the correct rate of prevailing wages,or
the previous record of the Consultant or subcontractor in meeting applicable prevailing wage
obligations,or the willful failure by the Consultant or subcontractor to pay the correct rates of
Consulting Services Agreement between
Town of Los Altos Hills and CSG Consultants, Inc.--Exhibit C Page 1 of 3
prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of
prevailing wages is not excusable if the Consultant or subcontractor had knowledge of their
obligations under the California Labor Code. The Consultant 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 Consultant is not liable
for any penalties therefore unless the Consultant had knowledge of that failure or unless the
Consultant fails to comply with all of the following requirements:
1. The contract executed between the Consultant 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 Consultant 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 Consultant 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 Consultant 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 Consultant 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 itis 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.
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
Consulting Services Agreement between
Town of Los Altos Hills and CSG Consultants, Inc.--Exhibit C Page 2 of 3
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 Consultant,on behalf of the
Consultant 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 Consultant or any subcontractor engaged in performance •
of the services described in Exhibit 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 fumished 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.
Consulting Services Agreement between
Town of Los Altos Hills and CSG Consultants, Inc.--Exhibit C Page 3 of 3
A e
A CERTIFICATE OF LIABILITY INSURANCE 1v42oi�°YTYY)
THIS CERTIFICATE IS ISSUED AS A MATTER{OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OER 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 pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
Arthur J.Gallagher&Co. exoxv ,n.415-536-8617 - FAX 415-536-8627
Insurance Brokers of CA, Inc. LIC#0726293 IARC Nn1.
1255 Battery Street, Suite 450 _ADDRESS: _-
San Francisco CA 94111 INSURER(S)AFFORDING COVERAGE NAI_C_I/
INSURER A:American Fire and Casualty Company 24066
INSURED CSGCONS-01 INSURER B:Cypress Insurance Company(CA) 10855
CSG Consultants, Inc. INSURER C Arch Insurance Company _ 11150
550 Pilgrim Drive
INSURER DWest American Insurance Company 44393
Foster City, CA 94404 -
INSURERE: _
INSURER F:
COVERAGES CERTIFICATE NUMBER: 1857075199 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDLS -.
UBR POLICY EFF POLICY E%P
R
PAD!WYE) POLICY NUMBER (MMIDDMIYYI IMMIDDIYYYYI LIMITS
0 g COMMERCIAL GENERAL LIARILITY Y I BKW(15)57695795 12/4/2017 12/4/2018 EACH OCCURRENCE _$1,000000
CLAIMS-MADE X OCCUR DAMAGE TO RENTED
PREMISES(En occurrence) $500,000
MED EXP(Any one person) S5,000
I PERSONAL&ADV INJURY S1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER' GENERAL AGGREGATE S2000,000
POLICY IJECT X LOC PRODUCTS.COMP/OP AGO $2,000.000
OTHER $
A AUTOMOBILE LIABILITY Y BAA(10)57695795 12/4/2017 12/4/2018 GOMBINEDISINGLE LIMIT $1,000,000
X ANY AUTO _ BODILY INJURY(Per person) S
OWNED SCHEDULED
UTOSONLY AUTOS BODILY INJURY(Pel accident) S.
HIRED — MED PROPERTY DAMAGE
AUTOS ONLY _ AUTOS ONLY (Per accident 5
AUTOS
s
A X UMBRELLA LIAR X OCCUR I USAH8)57695795 12/412017 12/4/2018 EACH OCCURRENCE 55,000000
EXCESS pAB CLAIMS-MADE SII AGGREGATE $5,000,000
DED X RETENTION SO i S
B WORKERS COMPENSATION i Y CSWC821 B33 12/4/2017 12/4/2018 X0TH-
AND EMPLOYERS'LIABILITY yIN ANY
STAPER TUTE ER
ANY/PROPROPRIEBOPPARTNER/EECUTIVE N N/A- E.L.EACH ACCIDENT 51,000,000
(Mandatory In NH) E L.DISEASE-EA EMPLOYEE 51,000,000
•
Ifves desmDe under •
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000
C Professional Liability PAAEP0008802 12/4/2017 12/4/2018 Each Claim $5,000,000
retro date: 1/1/1991 Aggregate $5,000,000
I Deductible $50,000
DESCRIPTION OF OPERATIONS I LOCAIONS/VEHICLES(ACORD 101,Additional Remaha Schedule,may be attached IF more space le requlredl
re: Consulting Services Agreement.The Town of Los Altos Hills, its officers,officials,employees and volunteers are included as additional
insureds on a Primary&Non-Contributory basis on GL&Auto with 30 Day Notice of Cancellation per attached.Waiver of Subrogation on WC
per attached. Contractual Liability on Professional is not available. Defense on Professional erodes policy limit.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Town of Los Altos Hills THE EXPIRATION DATE THEREOF, NO110E WILL BE DELIVERED IN
26379 Fremont Road ACCORDANCE WITH THE POLICY PROVISIONS.
Los Altos Hills CA 94022
USA
AUTHORIZED REPRESENTATIVE
_I )ilnI11nJ
O 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
COMMERCIAL GENERAL LIABILITY
Policy#: BKW(18)57695795 CG 88 10 04 13
•
THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY.
COMMERCIAL GENERAL LIABILITY EXTENSION
This endorsement modifies Insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
INDEX
SUBJECT PAGE
NON-OWNED AIRCRAFT 2
NON-OWNED WATERCRAFT 2
PROPERTY DAMAGE LIABILITY•ELEVATORS 2
EXTENDED DAMAGE TO PROPERTY RENTED TO YOU(Tenants Property Damage) 2
MEDICAL PAYMENTS EXTENSION 3
EXTENSION OF SUPPLEMENTARY PAYMENTS-COVERAGES A AND B 3
ADDITIONAL INSUREDS-BY CONTRACT,AGREEMENT OR PERMIT 3
PRIMARY AND NON-CONTR®UTORY-ADDITIONAL INSURED EXTENSION 5
ADDITIONAL INSUREDS-EXTENDED PROTECTION OF YOUR"LIMITS OF INSURANCE" S
WHO IS AN INSURED-INCIDENTAL MEDICAL ERRORSIMALPRACTICE AND WHO IS AN
INSURED•FELLOW EMPLOYEE EXTENSION-MANAGEMENT EMPLOYEES 8
NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES T
FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7
KNOWLEDGE OF OCCURRENCE,OFFENSE,CLAIM OR SUIT 7
LIBERALIZATION CLAUSE 7
BODILY INJURY REDEFINED 7
EXTENDED PROPERTY DAMAGE 8
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US• 8
WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU
0 2013 Liberty Mutual Insurance
CG 81110 0413 Includes copyrighted material of Insurance Services Office.Inc..with its permission. Page 1 of 8
With respect to coverage afforded by this endorsement,the provisions of the policy apply unless modified by
the endorsement.
A. NON-OWNED AIRCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability,
exclusion g.Aircraft Auto Or Watercraft does not apply to an aircraft provided:
1. It is not owned by any insured;
2. It is hired,chartered or loaned with a trained paid crew;
3. The pilot In command holds a currently effective certificate, issued by the duly constituted authority of
the United States of America or Canada,designating her or him a commercial or airline pilot; and
4. It is not being used to carry persons or property for a charge.
However,the insurance afforded by this provision does not apply if there is available to the insured other
valid and collectible Insurance, whether primary, excess(other than insurance written to apply specifically
in excess of this policy), contingent or on any other basis,that would also apply to the loss covered under
this provision.
B. NON-OWNED WATERCRAFT
Under Paragraph 2.Exclusions of Section I-Coverage A-Bodily Injury And Property Damage Liability,
Subparagraph (2)of exclusion g.Aircraft,Auto Or Watercraft is replaced by the following:
This exclusion does not apply to:
(2) A watercraft you do not own that is:
(a) Less than 52 feet long; and
(b) Not being used to carry persons or property for a charge.
C. PROPERTY DAMAGE LIABILITY-ELEVATORS
1. Under Paragraph 2. Exclusions of Section I- Coverage A-Bodily Injury And Property Damage Liabil-
ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply If such "property
damage" results from the use of elevators. For the purpose of this provision,elevators do not include
vehicle lifts.Vehicle lifts are lifts or hoists used in automobile service or repair operations.
2. The following is added to Section IV • Commercial General Liability Conditions, Condition 4. Other
Insurance,Paragraph b.Excess Insurance:
The insurance afforded by this provision of this endorsement is excess over any property insurance,
whether primary,excess,contingent or on any other basis.
D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU(Tenant's Property Damage)
If Damage To Premises Rented To You Is not otherwise excluded from this Coverage Part:
1. Under Paragraph 2.Exclusions of Section I-Coverage A-Bodily Injury and Property Damage Liability:
a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow-
ing:
Paragraphs(1),(3)and(4)of this exclusion do not apply to"property damage"(other than damage
by fire,lightning,explosion,smoke,or leakage from an automatic fire protection system)to:
(i) Premises rented to you for a period of 7 or fewer consecutive days; or
(ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of
more than 7 days.
Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage' to contents of
premises rented to you for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to this coverage as described in Section III - limits of
Insurance.
® 2013 Liberty Mutual Insurance
CG 8810 0413 Includes copyrighted materiel of Insurance Services Office,Inc.,with its permission. Page 2 of 8
b.' The last paragraph of subsection 2.Exclusions is replaced by the following:
Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage
from automatic fire protection systems to premises while rented to you or temporarily occupied by
you with permission of the owner.A separate limit of insurance applies to Damage To Premises
Rented To You as described in Section III•Limits Of Insurance.
2. Paragraph B.under Section 81-Limits Of Insurance is replaced by the following:
8. Subject to Paragraph 8.above,the Damage To Premises Rented To You Limit is the most we will
pay under Coverage A for damages because of"property damage"to:
a. Any one premise:
(1) While rented to you;or
(2) While rented to you or temporarily occupied by you with permission of the owner for
damage by fire, lightning, explosion, smoke or leakage from automatic protection sys-
tems; or
b. Contents that you rent or lease as pan of a premises rental or lease agreement.
3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO
YOU(Tenant's Property Damage)-Paragraph 9.a.of Definitions is replaced with the following:
9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises
that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or
leakage from automatic fire protection systems to premises while rented to you or temporarily
occupied by you with the permission of the owner, or for damage to contents of such premises
that are included in your premises rental or lease agreement,is not an"insured contract".
E. MEDICAL PAYMENTS EXTENSION
If Coverage C Medical Payments is not otherwise excluded,the Medical Payments provided by this policy
are amended as follows:
Under Paragraph 1. Insuring Agreement of Section I-Coverage C-Medical Payments, Subparagraph
(b)of Paragraph a.is replaced by the following:
(b) The expenses are incurred and reported within three years of the date of the accident; and
F. EXTENSION OF SUPPLEMENTARY PAYMENTS-COVERAGES A AND B
1. Under Supplementary Payments-Coverage A and B,Paragraph l.b.is replaced by the following:
b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising
out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have
to furnish these bonds.
2. Paragraph 1.d.is replaced by the following;
d. All reasonable expenses incurred by the Insured at our request to assist us in the Investigation or
defense of the claim or "suit", Including actual loss of earnings up to $500 a day because of time
off from work.
G. ADDITIONAL INSUREDS•BY CONTRACT.AGREEMENT OR PERMfT
1. Paragraph 2. under Section 11-Who Is An Insured is amended to Include as an insured any person or
organization whom you have agreed to add as an additional insured in a written contract, written
agreement or permit. Such person or organization is an additional insured but only with respect to
liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole
or in pan by:
a. Your acts or omissions,or the acts or omissions of those acting on your behalf,in the performance
of your on going operation,for the additional insured that are the subject of the written contractor
written agreement provided that the "bodily injury" or "property damage" occurs, or the "per-
sonal and advertising injury" Is committed, subsequent to the signing of such written contract or
written agreement;or
O 2013 Liberty Mutual Insurance
CG 88 10 0413 Includes copyrighted material of Insurance Services Office.Inc.,with its permission. Page 3 of 8
b. Premises or facilities rented by you or used by you; or
c. The maintenance,operation or use by you of equipment rented or leased to you by such person or
organization; or
d. Operations performed by you or on your behalf for which the state or political subdivision has
issued a permit subject to the following additional provisions:
(1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad-
vertising injury"arising out of the operations performed for the state or political subdivision;
(2) This insurance does not apply to "bodily injury" or "property damage" included within the
"completed operations hazard".
(3) Insurance applies to premises you own,rent,or control but only with respect to the following
hazards:
(a) The existence, maintenance, repair, construction, erection, or removal of advertising
signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees,
hoist away openings, sidewalk vaults, street banners, or decorations end similar expo-
sures; or
(b) The construction,erection,or removal of elevators; or
(c) The ownership,maintenance,or use of any elevators covered by this insurance.
However:
1. The insurance afforded to such additional insured only applies to the extent permitted by law; and
2. If coverage provided to the additional insured is required by a contract or agreement, the insur-
ance afforded to such additional insured will not be broader than that which you are required by
the contract or agreement to provide for such additional insured,
With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured
under this endorsement ends when:
(1) All work, including materials,parts or equipment furnished In connection with such work,on
the project(other than service, maintenance or repairs)to be performed by or on behalf of the
additional insured(s)at the location of the covered operations has been completed;or
(2) That portion of "your work" out of which the injury or damage arises has been put to its
intended use by any person or organization other than another contractor or subcontractor
engaged in performing operations for a principal as a part of the same project.
With respect to Paragraph 1,b. above, a person's or organization's status as an additional insured
under this endorsement ends when their written contract or written agreement with you for such
premises or facilities ends.
With respects to Paragraph 1.e. above,this insurance does not apply to any "occurrence"which takes
place after the equipment rental or lease agreement has expired or you have returned such equipment
to the lessor.
The insurance provided by this endorsement applies only if the written contract or written agreement
is signed prior to the"bodily injury"or"properly damage".
We have no duty to defend an additional insured under this endorsement until we receive written
notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the
Event 01 Occurrence, Offense,Claim Or Suit under Section IV-Commercial General Liability Condi-
tions.
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2. With respect to the insurance provided by this endorsement,the following are added to Paragraph 2.
Exclusions under Section I-Coverage A•Bodily Injury And Property Damage Liability:
This insurance does not apply to:
a. "Bodily injury"or"property damage"arising from the sole negligence of the additional insured.
b. "Bodily Injury" or "property damage" that occurs prior to you commencing operations at the
location where such "bodily Injury"or "property damage"occurs.
e. "Bodily Injury", "property damage" or"personal and advertising injury"arising out of the render-
ing of, or the failure to render, any professional architectural,engineering or surveying services,
including:
(1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions,
reports,surveys,field orders,change orders or drawings and specifications; or
(2) Supervisory,inspection,architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in
the supervision, hiring, employment, training or monitoring of others by that Insured, if the "occur-
rence" which caused the "bodily injury" or "property damage", or the offense which caused the
"personal and advertising injury",involved the rendering of, or the failure to render,any professional
architectural,engineering or surveying services.
d. "Bodily injury"or"property damage"occurring after:
(1) All work, including materials, parts or equipment furnished In connection with such work,on
the project(other than service, maintenance or repairs)to be performed by or on behalf of the
additional insureds)et the location of the covered operations has been completed; or
(2) That portion of "your work" out of which the injury or damage arises has been put to its
intended use by any person or organization other than another contractor or subcontractor
engaged in performing operations fora principal as a part of the same project.
e. Any person or organization specifically designated as an additional insured for ongoing operations
by a separate ADDITIONAL MISURED -OWNERS, LESSEES OR CONTRACTORS endorsement is-
sued by us and made a part of this policy.
3. With respect to the Insurance afforded to these additional insureds,the following is added to Section Ill
-Limits OI Insurance:
If coverage provided to the additional insured is required by a contract or agreement,the most we will
pay on behalf of the additional insured is the amount of insurance:
a. Required by the contract or agreement; or
b. Available under the applicable Limits of Insurance shown in the Declarations;
whichever Is less.
This endorsement shell not Increase the applicable Limits of Insurance shown in the Declarations.
H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION
This provision applies to any person or organization who qualifies as an additional insured under any form
or endorsement under this policy.
Condition e.Other Insurance of SECTION IV- COMMERCIAL GENERAL LIABILITY CONDITIONS Is amend-
ed as follows:
a. The following is added to Paragraph a.Primary Insurance.
If an additional insured's policy has an Other Insurance provision making its policy excess, and you
have agreed in a written contract or written agreement to provide the additional Insured coverage on a
primary and noncontributory basis,this policy shall be primary and we will not seek contribution from
the additional insured's policy for damages we cover.
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b. The following is added to Paragraph b.Excess Insurance:
When a written contract or written agreement,other than a premises lease,facilities rental contract or
agreement,an equipment rental or lease contract or agreement,or permit Issued by a state or political
subdivision between you and an additional insured does not require this insurance to be primary or
primary and non-contributory, this insurance is excess over any other insurance for which the addi-
tional Insured is designated as a Named Insured.
Regardless of the written agreement between you and an additional insured, this insurance is excess
over any other insurance whether primary, excess, contingent or on any other basis for which the
additional insured has been added as an additional Insured on other policies.
I. ADDITIONAL INSUREDS-EXTENDED PROTECTION OF YOUR"LIMITS OF INSURANCE"
This provision applies to any person or organization who qualifies as an additional insured under any form
or endorsement under this policy.
1. The following is added to Condition 2.Duties In The Event Of Occurrence,Offense,Claim or Suit:
An additional insured under this endorsement will as soon as practicable:
a. Give written notice of an "occurrence" or an offense that may result In a claim or"suit" under
this insurance to us;
b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have
insurance available to the additional insured; and
c. Agree to make available any other insurance which the additional insured has for a loss we
cover under this Coverage Part.
d. We have no duty to defend or indemnify an additional insured under this endorsement until
we receive written notice of a "suit" by the additional insured.
2. The limits of Insurance applicable to the additional insured are those specified in a written contract
or written agreement or the limits of insurance as stated In the Declarations of this policy and
defined in Section III • Limits of Insurance of this policy, whichever are less. These limits are
inclusive of and not in addition to the limits of insurance available under this policy.
J. WHO IS AN INSURED-INCIDENTAL MEDICAL ERRORS I MALPRACTICE
WHO IS AN INSURED-FELLOW EMPLOYEE EXTENSION-MANAGEMENT EMPLOYEES
Paragraph 2.a.(1)of Section II-Who Is An Insured Is replaced with the following:
(1) "Bodily injury" or"personal and advertising Injury":
(a) To you,to your partners or members(if you are a partnership or joint venture),to your members(if
you are a limited liability company),to a co-"employee" while in the course of his or her employ-
ment or performing duties related to the conduct of your business, or to your other "volunteer
workers"while performing duties related to the conduct of your business;
(b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a
consequence of Paragraph(1)(a)above;
(c) For which there is any obligation to share damages with or repay someone else who must pay
damages because of the injury described In Paragraphs(1)(a)or(h)above; or
(d) Arising out of his or her providing or failing to provide professional health care services.However,
if you are not in the business of providing professional health care services or providing profes-
sional health care personnel to others, or if coverage for providing professional health care ser-
vices is not otherwise excluded by separate endorsement,this provision (Paragraph (d))does not
apply.
Paragraphs(a)and(b)above do not apply to"bodily injury" or"personal and advertising injury"caused by
an "employee" who Is acting in a supervisory capacity for you. Supervisory capacity as used herein means
the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ-
ees" of yours. However, none of these "employees" are Insureds for "bodily injury" or "personal and
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advertising injury"arising out of their willful conduct,which is defined as the purposeful or willful intent to
cause "bodily injury" or"personal and advertising injury",or caused in whole or in part by their Intoxica-
tion by liquor or controlled substances.
The coverage provided by provision J.is excess over any other valid and collectable insurance available to
your"employee".
K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES
Paragraph 3.of Section II•Who Is An Insured is replaced by the following:
3. Any organization you newly acquire or form and over which you maintain ownership or majority
interest, will qualify as a Named insured If there Is no other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded only until the expiration of the policy period in
which the entity was acquired or formed by you;
b. Coverage A does not apply to "bodily injury" or"properly damage"that occurred before you
acquired or formed the organization; and
c. Coverage B does not apply to "personal and advertising injury" arising out of an offense
committed before you acquired or formed the organization.
d. Records and descriptions of operations must be maintained by the first Named Insured.
No person or organization is an insured with respect to the conduct of any current or past partnership,joint
venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies
as an Insured under this provision.
L FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES
Under Section IV•Commercial General Liability Conditions,the following is added to Condition 8.Repre-
sentatloris:
Your failure to disclose all hazards or prior"occurrences"existing as of the inception date of the policy
shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or
prior"occurrences"is not intentional.
M. KNOWLEDGE OF OCCURRENCE.OFFENSE,CLAIM OR SUIT
Under Section IV-Commercial General Liability Conditions,the following is added to Condition 2. Duties
In The Event of Occurrence,Offense,Claim Or Suit:
Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any
insured shall not in itself constitute knowledge of the Insured unless an insured listed under Paragraph
1.of Section 11-Who Is An Insured or a person who has been designated by them to receive reports of
"occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or
"employee".
N. LIBERALIZATION CLAUSE
If we revise this Commercial General Liability Extension Endorsement to provide more coverage without
additional premium charge,your policy will automatically provide the coverage as of the day the revision is
effective in your state.
O. BODILY INJURY REDEFINED
Under Section V-Definitions,Definition 3.is replaced by the following:
3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes
mental anguish, mental Injury, shock, fright or death that results from such physical injury, sick-
ness or disease.
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P. EXTENDED PROPERTY DAMAGE
Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the
following:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected or Intended from the standpoint of the Insured.
This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of
reasonable force to protect persons or property.
0. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A
CONTRACT OR AGREEMENT WITH YOU
Under Section IV-Commercial General Liability Conditions.the following is added to Condition 8.Trans-
fer Of Rights Of Recovery Against Others To Us:
We waive any right of recovery we may have against a person or organization because of payments we
make for injury or damage arising out of your ongoing operations or "your work" done under a
contract with that person or organization and included in the"products-completed operations hazard"
provided:
I. You and that person or organization have agreed in writing in a contract or agreement that you
waive such rights against that person or organization; and
2. The injury or damage occurs subsequent to the execution of the written contractor written agree-
ment.
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Policy BKW(18)57695795
COMMERCIAL GENERAL LIABIIJTY
CG 89 70 0511
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED —AMENDMENT OF CANCELLATION PROVISIONS
OR COVERAGE CHANGE
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
Any term or provision of the Cancellation Conditions of the policy or any endorsement amending or replacing such Conditions
is amended by the following
If you have agreed in a written contract or written agreement to provide a person or organization who qualifies as an
additional insured under this policy a notice of cancellation and/or material change that reduces or restricts the
insurance afforded by this Coverage Part we agree to the following:
a. Provide 30 days prior written cancellation notice for reasons other than nonpayment of premium
and/or 30 days prior written notice of coverage change per schedule of additional insureds provided to
us.
02011 Liberty Mutual Agency Corporation. MI rights reserved.
CS 88 70 05 11 includes copyrighted material of insurance services Office.Inc.,with its permission. Page 1 of 1
Policy# BAA(18)57695795
COMMERCIAL AUTO
CA 88 10 01 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
With respect to coverage afforded by this endorsement,the provisions of the policy apply unless modified by the endorsement
COVERAGE INDEX
SUBJECT PROVISION NUMBER
ADDITIONAL INSURED BY CONTRACT,AGREEMENT OR PERMIT 3
ACCIDENTAL AIRBAG DEPLOYMENT 12
AMENDED DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUITOR LOSS 19
AMENDED FELLOW EMPLOYEE EXCLUSION 5
AUDIO,VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13
BROAD FORM INSURED 1
BODILY INJURY REDEFINED 22
EMPLOYEES AS INSUREDS (Including employee hired auto) 2
EXTENDED CANCELLATION CONDITION 23
EXTRA EXPENSE—BROADENED COVERAGE 10
GLASS REPAIR—WAIVER OF DEDUCTIBLE 15
HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6
HIRED AUTO COVERAGE TERRITORY 20
LOAN/LEASE GAP 14
PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 16
PERSONAL EFFECTS COVERAGE 11
PHYSICAL DAMAGE—ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8
RENTAL REIMBURSEMENT 9
SUPPLEMENTARY PAYMENTS 4
TOWING AND LABOR 7
TWO OR MORE DEDUCTIBLES 17
UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20
SECTION II—LIABILITY COVERAGE is amended as follows:
1. BROAD FORM INSURED
SECTION II — LIABILITY COVERAGE, paragraph A.1. —WHO IS AN INSURED is amended to include the
following as an insured:
d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the
policy period. However, "insured" does not include any organization that.
(1) Is a partnership or joint venture;or
(2) Is an insured under any other automobile policy;or
(3) Has exhausted its Limit of Insurance under any other automobile policy.
Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of
this policy.
e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you
own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days
from the date of acquisition or formation. However, coverage under this provision does not apply:
(1) If there is similar insurance or a self-insured retention plan available to that organization;
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(2) If the Limits of Insurance of any other insurance policy have been exhausted;or
(3) To 'bodily injury or "property damage" that occurred before you acquired or formed the
organization.
2. EMPLOYEES AS INSUREDS
SECTION II - LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the
following as an insured:
f. Any"employee of yours while using a covered"auto'you do not own, hire or borrow,but only for acts
within the scope of their employment by you. Insurance provided by this endorsement is excess over
any other insurance available to any"employee".
g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or
agreement in that "employee's" name, with your permission, while performing duties related to the
conduct of your business and within the scope of their employment. Insurance provided by this
endorsement is excess over any other insurance available to the"employee'.
3. ADDITIONAL INSURED BY CONTRACT,AGREEMENT OR PERMIT
SECTION II - LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to include the
following as an insured:
h. Any person or organization with respect to the operation, maintenance or use of a covered "auto",
provided that you and such person or organization have agreed in a written contract, agreement, or
permit issued to you by governmental or public authority, to add such person, or organization, or
governmental or public authonty to this policy as an Insured".
However, such person or organization is an"insured":
(1) Only with respect to the operation,maintenance or use of a covered"auto';
(2) Only for "bodily injury" or "property damage° caused by an "accident' which takes
place after you executed the written contract or agreement, or the permit has been
issued to you; and
(3) Only for the duration of that contract,agreement or permit
4. SUPPLEMENTARY PAYMENTS
SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, paragraphs (2)
and(4)are replaced by the following:
(2) Up to $3,000 for cost of bail bonds(including bonds for related traffic violations) required because of
an'accident"we cover. We do not have to furnish these bonds.
(4) All reasonable expenses incurred by the insured at our request,including actual loss of earnings up to
$500 a day because of time off from work.
5. AMENDED FELLOW EMPLOYEE EXCLUSION
In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the
employer by the workers compensation exclusivity rule,or similar protection, the following provision is added:
SECTION II- LIABILITY,exclusion B.S. FELLOW EMPLOYEE does not apply if the"bodily injury'results from
the use of a covered"auto"you own or hire.
SECTION III-PHYSICAL DAMAGE COVERAGE is amended as follows:
8. HIRED AUTO PHYSICAL DAMAGE
Paragraph A.4 Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by
adding the following:
If hired "autos"are covered "autos"for Liability Coverage, and if Comprehensive, Specified Causes of Loss or
Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the
Physical Damage coverages provided are extended to"autos":
a. You hire, rent or borrow; or
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b. Your "employee" hires or rents under a written contract or agreement in that"employee's" name, but
only If the damage occurs while the vehicle Is being used In the conduct of your business,
subject to the following limit and deductible:
A. The most we will pay for"loss"in any one"accident"or"loss"is the smallest of:
(1) $50000;or
(2) The actual cash value of the damaged or stolen property as of the time of the"loss"; or
(3) The cost of repairing or replacing the damaged or stolen property with other property of like
kind and quality,minus a deductible.
B. The deductible will be equal to the largest deductible applicable to any owned"auto"for that coverage.
C. Subject to the limit, deductible and excess provisions described in this provision, we will provide
coverage equal to the broadest coverage applicable to any covered "auto"you own.
D. Subject to a maximum of$1,000 per "accident",we will also cover the actual loss of use of the hired
"auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial
loss.
E. This coverage extension does not apply to:
(1) Any"auto" that is hired, rented or borrowed with a driver; or
(2) Any"auto"that is hired, rented or borrowed from your"employee".
For the purposes of this provision,SECTION V—DEFINITIONS is amended by adding the following:
"Total loss"means a"loss"in which the cost of repairs plus the salvage value exceeds the actual cash value.
7. TOWING AND LABOR
SECTION III— PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the
following:
We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto"
classified and rated as a private passenger type,"light truck"or"medium truck"is disabled:
a. For private passenger type vehicles,we will pay up to$50 per disablement.
b. For "light trucks", we will pay up to S50 per disablement. "Light trucks" are trucks that have a gross
vehicle weight(GVW)of 10,000 pounds or less.
c. For "medium trucks" , we will pay up to$150 per disablement. "Medium trucks" are trucks that have a
gross vehicle weigh! (GVW)of 10001 —20000 pounds.
However, the labor must be performed at the place of disablement.
8. PHYSICAL DAMAGE-ADDITIONAL TRANSPORTATION EXPENSE COVERAGE
Paragraph A.O.a., Coverage Extension of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended to
provide a limit of$50 per day and a maximum limit of$1,500
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9. RENTAL REIMBURSEMENT
SECTION III—PHYSICAL DAMAGE COVERAGE,A. COVERAGE, is amended by adding the following:
a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an
"auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under
Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those
expenses incurred after the first 24 hours following the"accident"or"loss"to the covered"auto."
b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may
be substantially less than$75 per day, and will only be allowed for the period of time it should take to
repair or replace the vehicle with reasonable speed and similar quality,up to a maximum of 30 days.
c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and
replace your toots and equipment from the covered"auto".
d. This coverage does not apply unless you have a business necessity that other "autos" available for
your use and operation cannot fill.
e. If"loss" results from the total theft of a covered "auto"of the private passenger type, we will pay under
this coverage only that amount of your rental reimbursement expenses which is not already provided
under Paragraph 4.Coverage Extension.
f. No deductible applies to this coverage.
For the purposes of this endorsement provision, materials and equipment do not include"personal effects"as
defined in provision 11.
10. EXTRA EXPENSE-BROADENED COVERAGE
Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of
returning a stolen covered"auto"to you. The maximum amount we will pay is$1,000.
11. PERSONAL EFFECTS COVERAGE
A. SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the
following:
If you have purchased Comprehensive Coverage on this policy for an"auto"you own and that"auto"is stolen,
we will pay,without application of a deductible, up to $600 for"personal effects"stolen with the"auto"
The insurance provided under this provision is excess over any other collectible insurance.
B. SECTION V—DEFINITIONS is amended by adding the following:
For the purposes of this provision, "personal effects" mean tangible properly that is worn or carried by an
insured," "Personal effects"does not include tools, equipment,jewelry, money or securities.
12. ACCIDENTAL AIRBAG DEPLOYMENT
SECTION III—PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the following:
If you have purchased Comprehensive or Collision Coverage under this policy,the exclusion for loss"relating
to mechanical breakdown does not apply to the accidental discharge of an airbag.
Any insurance we provide shall be excess over any other collectible insurance or reimbursement by
manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or
warranty.
13. AUDIO,VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE
SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclusions
4.c.and 4.d.is deleted and replaced with the following:
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Exclusion 4.c. and 4.d. do not apply to:
a. Electronic equipment that receives or transmits audio, visual or data signals,whether or not designed
solely for the reproduction of sound, if the equipment is permanently installed in the covered"auto°at
the time of the "loss"and such equipment is designed to be solely operated by use of the power from
the "auto's° electrical system, in or upon the covered "auto" and physical damage coverages are
provided for the covered"auto";or
If the loss" occurs solely to audio, visual or data electronic equipment or accessories used with this
equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced
by a$100 deductible.
14. LOAN r LEASE GAP COVERAGE
A. Paragraph C., LIMIT OF INSURANCE of SECTION III — PHYSICAL DAMAGE COVERAGE is
amended by adding the following:
The most we will pay for a "total lass" to a covered "auto" owned by or leased to you in any one
"accident" is the greater of the:
1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is
subject at the time of the"loss"less the amount of:
a. Overdue payments and financial penalties associated with those payments as of the
date of the"loss".
b. Financial penalties imposed under a lease due to high mileage, excessive use or
abnormal wear and tear,
C. Costs for extended warranties, Credit Life Insurance, Health, Acddent or Disability
Insurance purchased with the loan or lease,
d. Transferor rollover balances from previous loans or leases,
e. Final payment due under a"Balloon Loan",
f. The dollar amount of any unrepaired damage which occurred prior to the"total loss"of
a covered"auto",
g. Security deposits not refunded by a lessor,
h. All refunds payable or paid to you as a result of the early termination of a lease
agreement or as a result of the early termination of any warranty or extended service
agreement on a covered "auto",
I. Any amount representing taxes,
j. Loan or lease termination fees;or
2. The actual cash value of the damage or stolen property as of the time of the loss".
An adjustment for depreciation and physical condition will be made in determining the actual cash
value at the time of the loss". This adjustment is not applicable in Texas.
B. ADDITIONAL CONDITIONS
This coverage applies only to the original loan for which the covered "auto" that incurred the loss
serves as collateral, or lease written on the covered"auto"that incurred the loss.
C. SECTION V—DEFINTIONS is changed by adding the following:
As used in this endorsement provision, the following definitions apply.
"Total loss" means a"loss' in which the cost of repairs plus the salvage value exceeds the actual cash
value.
A "balloon loan"is one with periodic payments that are insufficient to repay the balance over the term
of the loan, thereby requiring a large final payment.
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15. GLASS REPAIR-WAIVER OF DEDUCTIBLE
Paragraph D. Deductible of SECTION III— PHYSICAL DAMAGE COVERAGE is amended by the addition of
the following:
No deductible applies to glass damage if the glass is repaired tattier than replaced.
16. PARKED AUTO COLUSION COVERAGE (WAIVER OF DEDUCTIBLE)
Paragraph D. Deductible of SECTION III— PHYSICAL DAMAGE COVERAGE is amended by the addition of
the following:
The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger
type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as
maximum loaded weight the"auto"is designed to carry while it is:
a. In the charge of an'insured';
b. Legally parked; and
c. Unoccupied.
The"loss"must be reported to the police authorities within 24 hours of known damage.
The total amount of the damage to the covered"auto"must exceed the deductible shown in the Declarations.
This provision does not apply to any"loss'if the covered "auto" is in the charge of any person or organization
engaged in the automobile business.
17. TWO OR MORE DEDUCTIBLES
Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms
apply to the same accident,the following applies to paragraph D. Deductible.
a. If the applicable Business Auto deductible is the smaller(or smallest)deductible it will be waived,or
b. If the applicable Business Auto deductible is not the smaller(or smallest)deductible it will be reduced
by the amount of the smaller(or smallest)deductible; or
c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest)
deductible will be waived.
For the purpose of this endorsement company means any company that Is part of the Liberty Mutual Group.
SECTION IV—BUSINESS AUTO CONDITIONS is amended as follows:
18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph 8.2. is amended by adding the following:
If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date
or renewal dale of the Business Auto Coverage Form, the coverage afforded by this policy will not be
prejudiced.
However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and
we have the right to collect additional premium for any such hazard or exposure.
19. AMENDED DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT,OR LOSS
SECTION IV—BUSINESS AUTO CONDITIONS,paragraph A.2.a.is replaced in its entirely by the following.
a. In the event of"accident",dam, "suit or"loss", you must promptly notify us when it is known to:
1. You, if you are an individual;
2. A partner, if you are a partnership;
3. Member,if you are a limited liability company;
4. An executive officer or the "employee"designated by the Named Insured to give such notice,
if you are a corporation.
02013 Liberty Mutual Insurance
CA 88 10 01 13 Includes copyrighted materiel of Insurance Services Office,Inc..with its permission. Page 6 of 7
To the extent possible, notice to us should include:
(1) How,when and where the"accident"or"loss"look place;
(2) The"insureds"name and address: and
(3) The names and addresses of any injured persons and witnesses.
20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US
SECTION IV — BUSINESS AUTO CONDITIONS, paragraph A.S., Transfer of Rights of Recovery Against
Others to Us,is amended by the addition of the following:
If the person or organization has waived those rights before an"accident"or "loss",our rights are waived also_
21. HIRED AUTO COVERAGE TERRITORY
SEC I ION IV — BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Penod, Coverage territory, is
amended by the addition of the following:
f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the
insured's responsibility to pay for damages is determined in a "suit", on the merits, in the United
States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a
settlement we agree to.
This extension of coverage does not apply to an"auto" hired, leased, rented or borrowed with a driver.
SECTION V-DEFINITIONS is amended as follows:
22. BODILY INJURY REDEFINED
Under SECTION V—DEFINTIONS,definition C. is replaced by the following:
"Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish,
mental injury,shock,fright or death resulting from any of these at any time.
COMMMON POLICY CONDITIONS
23. EXTENDED CANCELLATION CONDITION
COMMON POLICY CONDITIONS,paragraph A.—CANCELLATION condition applies except as follows:
If we cancel for any reason other than nonpayment of premium,we will mail to the first Named Insured written
notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply
in those states which require more than 60 days prior notice of cancellation.
0 2013 Liberty Mutual Insurance
CA 88 10 01 13 Includes copyrighted material of Insurance Services Office.Inc.,with its permission. Page 7 of 7
•
POLICY NUMBER: BAA(18)57695795 COMMERCIAL.AUTO
CA 20 48 02 99
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED INSURED
This endorsement modifies insurance provided under the following.
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
TRUCKERS COVERAGE FORM
With rasped to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi-
fied by this endorsement.
This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi-
sion of the Coverage Form,This endorsement does not alter coverage provided in the Coverage Form.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated
below.
Effective Date: 12/4/2017
Named Insured'. CSG Consultants. Inc.: Precision Inspection-CSG
SCHEDULE
Name of Person(s) or Organization(s) as requred by written contract
(0 no entry appears above, information required to complete this endorsement will be shown in the Declarations as
applicable lu the enduisement.)
Each person or organization shown in the Schedule is an "insured"for Liability Coverage, but only to the extent
that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained
in Section II of the Coverage Form.
CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 ❑
•
Policy 'BAA(1g)57695795
COMMERCIAL AUTO
CA 88880513
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED INSURED — NONCONTRIBUTING
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
TRUCKERS COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this
endorsement.
This endorsement identifies person(s)or organization(s)who are"insureds"under the Who Is An Insured Provision of the
Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.
Schedule
Name of Person(s)or Organization(s): Any entity with respect to a covered"auto"provided that you and such entity have
agreed in a written contract, agreement, or permit to add such entity as an "insured".
Regarding Designated Contract or Project: NIA
Each person or organization shown in the Schedule of this endorsement is an"insured"for Liability Coverage, but only to the
extent that person or organization qualifies as an"insured"under the Who Is An Insured Provision contained in Section II of the
Coverage Form.
The following Is added to the Other Insurance Condition:
If you have agreed in a written agreement that this policy will be primary and without right of contribution from any
insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed
prior to the"bodily injury'or"property damage", then this insurance will be primary and we will not seek contribution
from such insurance.
02013 Liberty MUWsi Insurance.All rights reserved.
CA 88 68 06 13 Includes copyrighted materiel of Insurance Services Office,Inc..with its permission. Page 1 of 1
Policy# BAA(18)57695795
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMENDMENT OF CANCELLATION PROVISIONS
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
GARAGE COVERAGE FORM
With respect to coverage provided by this endorsement,the provisions of the policy apply unless modified by this endorsement.
Any term or provision of the Cancellation Conditions of the policy or any endorsement emending or replacing such Conditions is
amended by the following:
If you have agreed in a written contract or written agreement to provide a person or organization notice of cancellation we
agree to the following:
a. Provide a 30 days prior written cancellation notice to such persons or organization for reasons other than
nonpayment of premium, but only if we are provided with a schedule of persons or organizations with whom
you have agreed to provide notification more than 30 days before the cancellation is to take effect
As a condition of this endorsement, you must notify your agent of any written contract or agreement where you have agreed to
provide notice of cancellation,other than nonpayment of premium, to a specific person or organization.
Failure to provide to a person or organization in accordance with the terms of this endorsement shall not extend the effective
date of the cancellation or otherwise affect cancellation of the policy as to any insured.
CA 88 76 0314 02013 Liberty Mutual Insurance.All rights reserved. Page 1 of 1
Includes copynghted material of Insurance Services Office.Inc..with its permission.
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04108
(Ed.9-14)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA
BLANKET BASIS
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce
our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you
perform work under a written contract that requires you to obtain this agreement from us.)
The additional premium for this endorsement shall be 2%of the total manual premium otherwise due on such
remuneration. The minimum premium for this endorsement is $350.
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
SCHEDULE
BLANKET WAIVER
Person/Organization Blanket Waiver—Any person or organization for whom the Named Insured has
agreed by written contract to furnish this waiver.
Job Description Waiver Premium
All CA Operations 2935.00
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The Information below Is required only when this endorsement Is Issued subsequent to preparation of the policy.)
Endorsement Effective 12/1/17 Policy No. CSWC821833 Endorsement No.
Insured CSG Consultants, Inc. Premium$
Insurance Company Cypress Insurance Company
WC 9904100
(Ed.9-14)
THIS ENDORSEMENT CHANGES �II
G S THE POLICY. PLEASE READ IT CAREFULLY.
NOTICE OF CANCELLATION — CERTIFICATE HOLDERS
(SPECIFIED DAYS)
The person(s) or organization(s) listed or described in the Schedule below have requested that they
receive written notice of cancellation when this policy is cancelled by us. We will mail or deliver to the
Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of
cancellation that we sent to you. If possible, such copies of the notice will be mailed at least 30 days,
except for cancellation for non-payment of premium which will be mailed 10 days, prior to the effective
date of the cancellation, to the address or addresses of certificate holders as provided by your broker or
agent.
Schedule
Person(s)or Organization(s)including mailing address:
All certificate holders where written notice of the cancellation of this policy is required by written
contract, permit or agreement with the Named Insured and whose names and addresses will be
provided by the broker or agent listed in the Declarations Page of this policy for the purposes of
complying with such request.
This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such
notification to the person(s) or organization(s) shown in the Schedule will not extend any policy
cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle
the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or
protection under this policy.
Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to
that statute or rule.
All other terms and conditions of this policy remain unchanged.
Endorsement Number: 7
Policy Number: PAAEP0008802
Named Insured: CSG Consultants, Inc.
This endorsement is effective on the inception date of this Policy unless otherwise stated herein:
Endorsement Effective Date: December 4,2016 •
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