Loading...
C12-09 - WILLDAN ENERGY SOLUTIONSC- i, - 07 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 3rd day of April, 2012, by and between Willdan Energy Solutions, a corporation, and The City of Beaumont, hereinafter referred to as Client. WHEREAS, Client desires to employ Willdan Energy Solutions to furnish ongoing professional services in connection with Energy Efficiency Strategic Planning Services, hereinafter referred to as the "Project." NOW, THEREFORE, in consideration of the mutual premises, covenants, and conditions herein contained, the parties agree as follows: 1. BASIC SERVICES. Willdan Energy Solutions shall provide to Client the basic services described in detail in Exhibit "A ", Description of Basic Services, attached hereto and incorporated herein by this reference. 2. ADDITIONAL SERVICES. If authorized, Willdan Energy Solutions shall furnish additional services which are in addition to the basic services. As further additional services are requested by Client, this Agreement may be modified and subject to mutual consent by execution of an addendum by authorized representatives of both parties, setting forth the additional scope of services to be performed, the performance time schedule, and the compensation for such services. 3. COMPENSATION. Willdan Energy Solutions shall be compensated for basic services rendered under Section 1, in accordance with the terms and conditions indicated in Exhibit `B ", Compensation; and Willdan Energy Solutions will be compensated for any additional services rendered under Section 2 as more particularly described in a fully approved and executed addendum to this Agreement. If no addendum is executed, then Willdan Energy Solutions shall be compensated at its then prevailing hourly rates for such additional services. Willdan Energy Solutions may submit monthly statements for basic and additional services rendered. It is intended that payments to Willdan Energy Solutions will be made by Client within 30 days of invoice. All invoices not paid within 30 days shall bear interest at the rate of I% per month or the then legal rate allowed. 4. INDEMNITY; INSURANCE REQUIRED. A. Indemnity. Willdan Energy Solutions shall indemnify and hold harmless Client, its officers, officials, directors, employees, designated agents, and appointed volunteers from and against all claims, damages, losses and expenses, including attorney fees, arising out of the performance of the services described herein, to the extent caused in whole or in part by the negligent acts, errors or omissions or other wrongful conduct of Willdan Energy Solutions, any subconsultant, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the negligence or willful misconduct of Client or Client's officers, agents or employees. B. Insurance. Without in any way limiting Willdan Energy Solutions' liability pursuant to the indemnification described above, Willdan Energy Solutions shall maintain, during the term of this contract, the following insurance: Coverage 2009 -04 1 Minimum Limits General Liability Comprehensive including: General Liability, Premises and Operations Contractual Liability Personal- Injury Liability Independent Contractors Liability (if applicable) Automobile Liability Commercial Automobile Liability, (including, owned, non -owned and hired autos) Workers' Compensation and Employer's Liability Workers' Compensation Insurance Employer's Liability Professional Liability Professional Liability Insurance $1,000,000 per occurrence, $2,000,000 general aggregate $1,000,000 Combined Single Limit, occurrence Statutory, $1,000,000 $1,000,000 per claim $2,000,000 annual aggregate per Except Workers Compensation and Professional Liability Insurance, such insurance shall include Client and its directors, officers and employees as additional insured with respect to liabilities arising out of the performance of services hereunder. All policies shall waive subrogation as against Client. Willdan Energy Solutions shall provide Client with certificates of insurance documenting that the above coverages have been obtained. Such certificates shall include: a) the provisions required by this agreement; and b) a statement that insurance may not be cancelled without 30 days prior written notice to Client by first class mail, postage prepaid, 10 days notice in the event that cancellation is due to nonpayment of premium. 5. INDEPENDENT CONTRACTOR STATUS. Willdan Energy Solutions shall be an independent contractor and shall have responsibility for and control over the details and means of providing the services under this Agreement. 6. OWNERSHIP AND MAINTENANCE OF DOCUMENTS. Willdan Energy Solutions may rely upon the accuracy of any documents provided to Willdan Energy Solutions by Client. All documents including without limitation, reports, plans, specifications, field data, field notes, test data, calculations, estimates, schedules, spreadsheets, or other documents furnished by Willdan Energy Solutions pursuant to this Agreement, are instruments of Willdan Energy Solutions' services in respect to this Project and not products. All documents to be delivered to Client pursuant to this Agreement shall become the property of Client. These documents may not be suitable for reuse by Client or any project other than the Project which is the subject of this Agreement. Client's reuse of such materials on any other project shall be at Client's sole risk. Willdan Energy Solutions' records, documents, calculations and all other instruments of service shall be kept on file by Willdan Energy Solutions in legible form for a period of not less than two years after completion of the services covered in this Agreement and may be destroyed by Willdan Energy Solutions thereafter. 2009-04 2 7. SUSPENSION OF SERVICES. Client may, at any time, by thirty (30) days written notice, suspend further performance by Willdan Energy Solutions. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner and Willdan Energy Solutions shall be paid for all services performed and reimbursable expenses incurred prior to the suspensions date. 8. TERMINATION. Either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party of such termination. If this Agreement is terminated as provided herein, Willdan Energy Solutions will be paid an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of Willdan Energy Solutions covered by this Agreement, less payments of compensation previously made. 9. COMPLIANCE WITH LAW. Each party hereto will use reasonable care to comply with applicable laws in effect at the time the services are performed hereunder which to the best of their knowledge, information and belief apply to their respective obligations under this Agreement. 10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on the successors and assigns of the parties, but it shall not be assigned by either party without written consent of the other party. 11. ATTORNEYS FEES. In the event that any judgment is entered in any action upon this Agreement, the party hereto against whom such judgment is rendered agrees to pay the amount equal to the reasonable attorneys fees of the prevailing party in such action and that such amount may be added to and made a part of such judgment. 12. RECORDS. Records of Willdan Energy Solutions' direct labor costs, payroll costs, and reimbursable expenses pertaining to the Project covered by this Agreement will be kept on a generally recognized accounting basis and made available during normal business hours upon reasonable notice. Willdan Energy Solutions' records will be available for examination and audit if and as required. 13. MISCELLANEOUS PROVISIONS. This Agreement is subject to the following special provisions: A. The titles used in this Agreement are for general reference only and are not a part of the Agreement. B. This Agreement shall be interpreted as though prepared by both parties. C. Any provision of this Agreement held to violate any law shall be deemed void, and all remaining provisions shall continue in full force and effect. D. This Agreement shall be interpreted under the laws of the State of California. E. This Agreement comprises a final and complete repository of the understandings between the parties and supersedes all prior or contemporary communications, representations or agreements, whether oral or written, relating to the subject matter of this Agreement. Any additional changes, whether oral or written, will be agreed upon by both parties and documented in a separate amendment to this Agreement 2009 -04 3 prior to beginning any additional work not included in this Agreement. F. Any notices given pursuant to this agreement shall be effective on the third business day after posting by first class mail, postage prepaid, to the address appearing immediately after the signatures below. G. Neither parry shall be liable for damages resulting from the actions or inactions of governmental agencies. H. The waiver by either party of any term, condition, or covenant, or breach of any term, condition, or covenant, shall not constitute the waiver of any subsequent breach of any other term, condition or covenant. J. Client acknowledges that Willdan Energy Solutions is not responsible for the performance of services by third parties, provided that said third parties have not been retained by Willdan Energy Solutions. IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement on the date first above written. Willdan Energy Solutions By A (Sign e) Name: 1 0 u -1 (Type Titl : Address. U/y !yy +-r /- CIA `f/U/Cv 2009 -04 4 City of ly Name: Alan C. ! aU (Type) Title: City Manager Address: 550 E. 6t' Street, Beaumont, CA 92223 EXHIBIT A — BASIC SERVICES Task 2.A — Develop Implementation Report for Green Building Policy for Municipal Facilities Scope: Willdan will prepare the Implementation Planning Report that will identify those City procedures that require modification in order to support the new Green Building Program that has already been approved by the City. The report will include a plan for training, promotion and tracking of the new Green Building Program and will identify new forms and marketing materials that need to be developed to assist with the implementation of the new Green Building Policy. Deliverable: Implementation Report for Green Building Policy Task 2.6 — Develop Educational Program for City Officials and Staff (Stakeholder Education) Scope: Willdan will review and assess energy efficiency training programs offered by SCE and other organizations including ICLEI, LGC, and SEEC. Willdan will use the information gathered through this research to develop an assessment and planning report which will describe available educational/training programs, potential speakers, and relevant topics. Willdan will develop a plan for a second energy efficiency education program for City Council and other key City Officials. The goal of the education workshop will be to provide information on energy related topics which include the benefits of energy efficiency, the effects of reduced GHG emissions, the goals of the CPUC, and the importance of active community involvement in energy efficiency efforts. These efforts will be especially tailored to address the unique points of view of the targeted audience. Deliverable: Assessment and Planning Report for Stakeholder Education Plan for one training workshop Implementation Report Task 3A — Code Compliance Workshops Willdan will focus on existing Statewide Codes and Standards Programs to identify code compliance workshops that we believe are appropriate for City staff to attend in order to increase expertise in energy efficiency, codes and standards, and will ensure City staff attends appropriate training sessions for code compliance and green building codes. Under our guidance, arrangements will be made for City staff to attend seminars and workshops from the following list. • CALBO (California Building Officials) • ICC (International Code Council) • IAEI (International Association of Electrical Inspectors) • Department of Housing and Community Development (HCD) • The California Energy Commission • Investor Owned Utility Code Compliance or EE Trainings (SCE, PG &E, SDG &E) 2009 -04 5 • US Green Building Council • California Building Officials • Everblue Training Institute • CALGreen Willdan will provide the City with a report summarizing the review and assessment of available workshops and a plan for implementing staff attendance at selected workshops. The report will include, at a minimum, a list of potential workshops for City staff attendance; a plan for measuring the level of energy efficiency knowledge of workshop attendees, pre- and post - workshop attendance; and criteria for selecting staff to attend workshops. Based on our experience with similar efforts, we recommend that staff from Public Works, Community Services, Environmental Services and Administrative Services all be included in the training program to maximize the effectiveness of the program. Our experience has taught us that when staff understands the reasons behind new procedures and requirements, that there is greater buy in for support of the program. The more training and education that City staff is provided the more new and existing codes will be accepted and enforced. It is through code compliance that reduction in energy use is realized as well as reduced environmental impact, which has a direct, positive economic impact within the City. Willdan will prepare a curriculum listing, the names, locations, and dates of all Code Compliance, California Green Building and Energy Efficiency trainings based on feedback and interest from City staff for attendance and will coordinate as required to ensure City staff members attend these workshops. Deliverable: Assessment and Planning Report for Code Compliance Workshops Implementation Report for Code Compliance Workshops Task 4A — Utility Manager Software Program EEMIS stands for Enterprise Energy Management Information System and is also commonly called "Utility Manager." An "EEMIS" system provides building owners with energy consumption data in order to determine the impact of increasing utility rates and to identify possible opportunities for improving building efficiencies. The system assumes more than one building will be tracked and as a result integrates across the thousands/millions of square feet of office space contained in the City's several buildings. For the City of Beaumont, the benefits of this Task are described as follows: 1. Implement tools that will optimize the City's building performance and the achievement of reduction in energy usage. 2. Disseminate useful and specific data to achieve organization -wide behavior modification that will curtail consumption and further amplify energy savings. 3. Train staff on how to use EEMIS and how to analyze data outputs. 4. Obtain a more complete understanding of the energy usage of municipal buildings in order to better manage utility bills. 5. Establish a common baseline for all City buildings, so as to better target energy reduction efforts to buildings with lowest benchmark scores, and recognize those buildings with highest benchmark scores via Energy Star® certification. Under this Task, Willdan will establish a plan to help City staff better operate City buildings from an energy efficiency perspective. Willdan will evaluate at least one EEMIS system in the marketplace and present this analysis to the City for their review. The goal will be to select a utility management system that integrates with the City's existing Operations and Maintenance Program. Once selected and procured, the EEMIS system will be installed and will provide City staff with energy usage data on selected municipal facilities. Willdan will help ensure that the selected EEMIS will allow users to review and analyze energy usage data, allowing for analysis of program success and ways to maximize available cost and energy savings opportunities. 2009 -04 6 As briefly described above, as an initial step in the EEMIS selection process, Willdan will assess EEMIS solutions used by other peer municipalities, and the process these municipalities used to select and install such software. Willdan will prepare a report on the findings of this assessment and a plan for procuring and deploying the selected option. The EEMIS Assessment and Planning Report will include, at a minimum, an assessment of at least one available EEMIS, EEMIS selection criteria, description of the EEMIS selected (including pros and cons of selected EEMIS, and all aspects of its use), discussion and list of the needs identified for sub - metering, plans for procuring and deploying selected EEMIS, and plans for sustaining EEMIS activity beyond the Program period. The EEMIS Assessment and Planning Report will contain sufficient information to guide EEMIS installation, including documentation of the existing hardware capability, a determination of whether the City has the existing capability to run EEMIS, and recommendations of any necessary hardware purchases. The EEMIS Assessment and Planning Report will include the following sections: • An EEMIS procurement plan, including the procurement of the required networking software capability. • A data acquisition and data transfer plan into EEMIS. ■ Identification of the sub - metering data requirements. • A training plan for City staff (including audience, scope, schedule, and curriculum description). • An EEMIS maintenance and sustainability plan. ■ A detailed description of the roles and responsibilities for City and the EEMIS provider. Willdan will work with the selected EEMIS provider to obtain detailed cost specifications for the procurement of the right to use EEMIS, and to develop EEMIS procurement agreement(s) to be executed by the selected EEMIS provider and the City. The EEMIS Agreement(s) will specify the terms and conditions for purchasing the rights to use EEMIS, transferring data into EEMIS, and maintaining EEMIS. The EEMIS Agreement will also include a complete description of the responsibilities for all parties. After the EEMIS Agreement has been executed, all activities required to make the EEMIS functional may proceed. Willdan will work with the selected EEMIS provider to populate the EEMIS database and generate reports of energy consumption. Activities will include but are not limited to: • Obtaining and transferring to the EEMIS database all relevant facility information. • Acquiring from SCE billing data and consumption data from existing sources. • Testing the EEMIS database through the submission of initial data and implementing any required modifications. • Generating periodic reports on energy usage. Willdan will prepare a report documenting the completed installation of the EEMIS and status of ongoing EEMIS activity. The report will include, at a minimum, documentation of completion of the initial EEMIS data acquisition; data transfer and report generation activities; and status of ongoing EEMIS data acquisition, data transfer, and report generation activities. Deliverable: Assessment and Planning Report for Utility Manager Software Program Implementation Report for Code Compliance Workshops for Utility Manager Software Program Training Program Plan for Utility Manager Software Program Training Program Report for Utility Manager Software Program 2009 -04 7 EXHIBIT B - COMPENSATION Fees for services: Task Fee Task 2A — Green Building Policy $3,000 Task 2B — Stakeholder Education $7,000 Task 3A — Code Compliance Training $5,000 Task 4A — Utility Manager $35,000 Total (not to exceed) $50,000 Fees for each task will be billed at our hourly rates, which currently are: Job Function Hourly Rate Program Director/Oversight $145 Senior Engineer $140 Senior Program Manager $135 Program Manager $125 Project Engineer $105 Program Analyst $105 Admin $60 Zoos -o+ April 10, 2012 C ity of Beaunwitt 550 E. 6th Street Beamnow, CA 92223 (951) 769 -8520 FAX (951) 769 -8526 Email: cityltall @ci.beaitttimtt,ca.us www.dbeaztnionrca,its Willdan Energy Solutions ATTN: Tony Coonce 101 E. Huntington Dr., Ste. 110 Monrovia, CA 91016 RE: Agreement for Professional Services Dear Mr. Connce: Enclosed please find the above referenced agreement that was adopted by the Beaumont City Council on April 3, 2012. If you have any questions, please feel free to contact our office at your convenience. Sine. rely, S elby Hanve Administrative erg Deputy City Cl k ©® I DATE(MM/DD/YYTY) A R CERTIFICATE OF LIABILITY INSURANCE 10/26/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 NAME:CONTACT Karin Thorp __ Dealey, Renton&Associates PHONE FAX P. O. Box 10550 A/CNn Est). 714 427 6810 LAIC.No)' @ Santa Ana CA 92711-0550 E-MAIL kthorp@insdra.com ADDRESS: p� INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Co of A 25674 INSURED INSURER B:Catlin Insurance Company, Inc. Willdan Engineering INSURER c:Charter Oak Fire Insurance Company 25615 2401 E. Katella Avenue, Ste.300 INSURER D: Anaheim CA 92806 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1918434047 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYYUMM/DD/YYYYL LIMITS A X COMMERCIAL GENERAL LIABILITY Y 6301158P020 11/9/2014 11/9/2015 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 X Contractual MED EXP(Any one person) $10,000 X BFPD,XCU PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ,_ POLICY X PRO- POLICY LOC PRODUCTS-COMP/OP AGG $2,000,000 $ OTHER: _ COMBINED SINGLE LIMIT A AUTOMOBILE LIABILITY Y 8101158P020 11/9/2014 111/9/201:3 L�Eaaccitent) $1,000,000 _- X ANY AUTO I BODILY INJURY(Per person) $ AUTOWNED SCHEDULED BODILY INJURY(Per accident) $ NON—OWNED PROPERTY DAMAGE X HIRED AUTOS XAUTOSPeri accident) $ — $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 1 EXCESS UAB CLAIMS-MADE AGGREGATE $ — DED RETENTION$ $ C WORKERS COMPENSATION UB7D417816 11/9/2014 11/9/2015 X STATUTE ETH AND EMPLOYERS'LIABILITY Y 1 N ANY PROPRIETOR/PARTNER/EXECUTIVEN NIA E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 _ B Professional Liability AED977441115 11/9/2014 11/9/2015 Per Claim $1,000,000 Claims Made Annual Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) General Liability policy excludes claims arising out of the performance of professional services. Independent Contractors are included as respects to General Liability. 10 Days for Non-Payment/30 day notice for cancellation Re: Building and safety plan review services City of Beaumont, its Directors, Officials, Officers, Employees,Agents,and Volunteers are additional insured as respects to General and Auto Liability as required by written contract. Primary and Non-Contributing coverage applies to GL&Auto Liability as required by written contract.(SAN BERNARDINO) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Beaumont ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Rebecca Deming 550 E.6th Street AUTHORIZED REPRESENTATIVE Beaumont CA 92223 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO 8101158P020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H HIRED IUDE AUT O PHY EDLIMIT SICAL DAMAGE — LOSS OFB. BLANKET ADDITIONAL INSURED I PHYSICAL DAMAGE IEASED— LI NSPORTATION C. EMPLOYEE HIRED AUTO J. PERSONAL EFFECTS D. EMPLOYEES AS INSURED K. AIRBAGS E. SUPPLEMENTARY PAYMENTS — INCREASED L. NOTICE AND KNOWLEDGE OF ACCIDENT LIMITS OR LOSS F. HIRED AUTO — LIMITED WORLDWIDE M. BLANKET WAIVER OF SUBROGATION COVERAGE—INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED executed by you before the "bodily injury" or "property damage" occurs and that is in effect The following is added to Paragraph A.1., Who Is during the policy period, to be named as an addi- E Insured, of SECTION Il — LIABILITY COV- tional insured is an "insured" for Liability Cover- age,RAGE: but only for damages to which this insurance Any organization you newly acquire or form dur- applies and only to the extent that person or or- ing the policy period over which you maintain ganization qualifies as an "insured" under the 50% or more ownership interest and that is not Who Is An Insured provision contained in Section separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- C. EMPLOYEE HIRED AUTO til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- 1. The following is added to Paragraph A.1., ever is earlier. Who Is An Insured, of SECTION II — LI- B. BLANKET ADDITIONAL INSURED ABILITY COVERAGE: An "employee" of yours is an "insured" while The following is added to Paragraph c. in A.1., operating an "auto" hired or rented under a Who Is An Insured, of SECTION Il —LIABILITY contract or agreement in that "employee's" COVERAGE: name, with your permission, while performing Any person or organization who is required under duties related to the conduct of your busi- a written contract or agreement between you and ness. that person or organization, that is signed and CA T3 53 0310 ®2010 The Travelers indemnity Company. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with Its permission. COMMERCIAL AUTO 2. The following replaces Paragraph b. in 8.5., within such country or jurisdiction, for Liability Other Insurance, of SECTION IV — BUSI- Coverage for any covered "auto" that you NESS AUTO CONDITIONS: lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an b. For Hired Auto Physical Damage Cover- "auto" you lease, hire, rent or borrow from age, thefollowing are deemed to be cov- any of your "employees", partners (if you are ered "autos"you own: a partnership), members (if you are a limited (1) Any covered "auto" you lease, hire, liability company) or members of their house- rent or borrow; and holds. (2) Any covered "auto" hired or rented by (a) With respect to any claim made or "suit" your "employee" under a contract in brought outside the United States of that individual "employee's" name, America, the territories and possessions with your permission, while perform- of the United States of America, Puerto ing duties related to the conduct of Rico and Canada: your business. (i) You must arrange to defend the "in- However, any"auto"that is leased, hired, sured"against, and investigate or set- rented or borrowed with a driver is not a tie any such claim or "suit" and keep covered "auto". us advised of all proceedings and ac- D. EMPLOYEES AS INSURED tions. The following is added to Paragraph A.1., Who is (ii) Neither you nor any other involved An Insured, of SECTION 11 — LIABILITY COV- "insured" will make any settlementwithout our consent. ERAGE: Any"employee" of yours is an "insured" while us- (ill)We may, at our discretion, participate ing a covered"auto" you don't own, hire or borrow in defending the "insured" against, or in your business or your personal affairs. in the settlement of, any claim or"suit". E. SUPPLEMENTARY PAYMENTS — INCREASED (iv)We will reimburse the "insured" for LIMITS sums that the "insured" legally must 1. The following replaces Paragraph A.2.a.(2), pay as damages because of "bodily of SECTION II—LIABILITY COVERAGE: injury or"property damage to which (2) Up to $3,000 for cost of bail bonds (in- this insurance applies, that the "in- cluding bonds for related traffic law viola- sured" pays with our consent, but tions) required because of an "accident" only up to the limit described in Para- we cover. We do not have to furnish TION C., LIABILITYimitOf Insurance, COVERAGE.EC these bonds. 2. The following replaces Paragraph A.2.a.(4), (v) We will reimburse the "insured" for of SECTION II—LIABILITY COVERAGE: the our reasonable expenyses r investiga- "insured" (4) All reasonable expenses incurred by the tion of such claims and your defense "insured" at our request, including actual of the "insured" against any such loss of earnings up to $500 a day be- "suit", but only up to and included cause of time off from work. within the limit described in Para- F. HIRED AUTO — LIMITED WORLDWIDE COV- graph C., Limit Of Insurance, of ERAGE—INDEMNITY BASIS SECTION II — LIABILITY COVER- The AGE, and not in addition to such limit. The following replaces Subparagraph (5) in Para- payments nts graph B.7., Policy Period, Coverage Territory, Our duty to make uends when we have such up the nts of SECTION IV — BUSINESS AUTO CONDI- ap- plicable limit of insurance in pay- TIONS: ments for damages, settlements or (5) Anywhere in the world, except any country or defense expenses. jurisdiction while any trade sanction, em- This insurance is excess over any valid bargo, or similar regulation imposed by the (b) and collectible other insurance available United States of America applies to and pro- and collectible other insurance available hibits the transaction of business with or Page 2 of 4 m 2010 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted material of Insurance Services Office,Inc,with its permission. COMMERCIAL AUTO to the "insured" whether primary, excess J. PERSONAL EFFECTS contingent or on any other basis. The following is added to Paragraph A.4., Cover- (c) This insurance is not a substitute for re- age Extensions, of SECTION III — PHYSICAL quired or compulsory insurance in any DAMAGE COVERAGE: country outside the United States, its ter- Personal Effects ritories and possessions, Puerto Rico and We will pay up to $400 for "loss" to wearing ap- Canada. parel and other personal effects which are: You agree to maintain all required or (1) Owned by an "insured"; and compulsory insurance in any such coun- try up to the minimum limits required by (2) In or on your covered "auto". local law. Your failure to comply with This coverage applies only in the event of a total compulsory insurance requirements will theft of your covered "auto". not invalidate the coverage afforded by o deductibles apply to this Personal Effects ov de this policy, but we will only be liable to the NN same extent we would have been liable ge had you complied with the compulsory in- K. AIRBAGS surance requirements. The following is added to Paragraph B.3., Exclu- (d) It is understood that we are not an admit- slons, of SECTION III — PHYSICAL DAMAGE ted or authorized insurer outside the COVERAGE: United States of America, its territories Exclusion 3.a. does not apply to "loss" to one or and possessions, Puerto Rico and Can- more airbags in a covered "auto" you own that in- ada. We assume no responsibility for the flate due to a cause other than a cause of "loss" furnishing of certificates of insurance, or set forth in Paragraphs A.1.b. and A.1.c., but for compliance in any way with the laws only: of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE—GLASS a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE b, The airbags are not covered under any war- ranty; and COVERAGE: c. The airbags were not intentionally inflated. No deductible for a covered "auto" will apply to We will pay up to a maximum of $1,000 for any glass damage if the glass is repaired rather than one"loss". replaced. H. HIRED AUTO PHYSICAL DAMAGE —LOSS OF L. NOTICE AND KNOWLEDGE OF ACCIDENT OR USE—INCREASED LIMIT LOSS The following replaces the last sentence of Para- The following is added to Paragraph A.2.a., of graph A.4.b., Loss Of Use Expenses, of SEC- SECTION IV—BUSINESS AUTO CONDITIONS: TION Ill—PHYSICAL DAMAGE COVERAGE: Your duty to give us or our authorized representa- However, the most we will pay for any expenses tive prompt notice of the "accident" or "loss" ap- for loss of use Is $65 per day, to a maximum of plies only when the "accident" or "loss" is known $750 for any one "accident". to: I. PHYSICAL DAMAGE — TRANSPORTATION (a) You (if you are an individual); EXPENSES—INCREASED LIMIT (b) A partner (if you are a partnership); The following replaces the first sentence in Para- (c) A member (if you are a limited liability corn- graph A.4.a., Transportation Expenses, of pany); SECTION III — PHYSICAL DAMAGE COVER- (d) An executive officer, director or insurance AGE: manager (if you are a corporation or other or- We will pay up to $50 per day to a maximum of ganization); or $1,500 for temporary transportation expense in- (e) Any"employee" authorized by you to give no- curred by you because of the total theft of a coy- Lice of the "accident" or"loss". ered "auto" of the private passenger type. CA T3 53 03 10 ®2010 The Travelers Indemnity Company. Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. , COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION such contract. The waiver applies only to the person or organization designated in such The following replaces Paragraph A.5., Transfer contract. Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- N. UNINTENTIONAL ERRORS OR OMISSIONS TIONS: The following is added to Paragraph B.2., Con- 5. Transfer Of Rights Of Recovery Against cealment, Misrepresentation, Or Fraud, of Others To Us SECTION IV—BUSINESS AUTO CONDITIONS: We waive any right of recovery we may have The unintentional omission of, or unintentional against any person or organization to the ex- error in, any information given by you shall not tent required of you by a written contract prejudiceyour rights under this insurance. How- signed and executed prior to any "accident" ever his ovision does not affect our right to col- or loss", provided that the*accident" or"loss" lett additional premium or exercise our right of cancellation or non-renewal. arises out of operations contemplated by Page 4 of 4 m 2010 The Travelers Indemnity Company. CA T3 53 03 10 Includes copyrighted material of Insurance Services Office,Inc.with its permission. , COMMERCIAL GENERAL LIABILITY 6301158P020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -- WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II —WHO 1S plies only to such "bodily injury" or "property AN INSURED: damage" that occurs before the end of the pe- riod of time for which the "written contract re- Any person or organization that you agree in a quiring insurance" requires you to provide "written contract requiring insurance" to include as such coverage or the end of the policy period, an additional insured on this Coverage Part, but: whichever is earlier. a. Only with respect to liability for"bodily injury", 2. The following is added to Paragraph 4.a, of SEC- "property damage"or"personal injury"; and TION IV— COMMERCIAL GENERAL LIABILITY b. If, and only to the extent that, the injury or CONDITIONS: damage is caused by acts or omissions of The insurance provided to the additional insured you or your subcontractor in the performance is excess over any valid and collectible "other in- of "your work" to which the "written contract surance", whether primary, excess, contingent or requiring ;nsurance" applies. The person or on any other basis, that is available to the addi- organizatian does not qualify as an additional tional insured for a loss we cover. However, if you insured with respect to the independent acts specifically agree in the "written contract requiring or omissions of such person or organization. insurance" that this insurance provided to the ad- The insurance provided to such additional insured ditional insured under this Coverage Part must is limited as follows: apply on a primary basis or a primary and non- c. In the event that the Limits of Insurance of contributory basis. this insurance is primary to this Coverage Part shown in the Declarations "other insurance" available to :he additional in- exceed the limits of liability required by the sured which covers that person or organization as "written contract requiring insurance", the in- a named insured for such loss, and we will not surance provided to the additional insured share with that "other insurance". But this insur- shall be limited to the limits of liability required ance provided to the additional insured still is ex- by that "written contract requiring insurance". cess over any valid and collectible "other insur- This endorsement shall not increase the limits ance", whether primary, excess, contingent or on of insurance described in Section III — Limits any insureder whenl thatat is person sorbie to the organiza:on additional is an Of Insurance. additional insured under any"other insurance". d. This insurance does not apply to the render- ing of or failure to render any "professional 3. The following is added to SECTION IV — COM- services" or construction management errors MERCIAL GENERAL LIABILITY CONDITIONS: or omissions. Duties Of An Additional Insured e. This insurance does not apply to "bodily in- As a condition of coverage prov;ded to the addi- jury" or "property damage" caused by "your tional insured: work" and included in the "products- a. The additional insured must give us written completed operations hazard" unless the notice as soon as practicable of an "occur- "written contract requiring insurance" specifi rence" or an offense which may result in a Cally requires you to provide such coverage claim. To the extent possible, such notice for that additional insured, and then the incur- should include: ance provided to the additional insured ap- CGD4140408 ©2008 The Travelers Compares, enc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" any provider of other insurance which would or offense took place; cover the additional insured for a loss we II. The names and addresses of any injured cover. However, this condition does not affect persons and witnesses; and whether this insurance provided to the addi- iii. The nature and location of any injury or tional insured is primary to that other insur- damage arising out of the "occurrence" or ance available to the additional insured which offense. covers that person or organization as a named insured. b. If a claim is made or "suit" is brought against 4. The following is added to the DEFINITIONS Sec- the additional insured, the additional insured must: tion: I. Immediately record the specifics of the "Written contract requiring insurance" means that claim or"suit"and the date received; and part of any written contract or agreement under which you are required to include a person or or- ii. Notify us as soon as practicable. ganization as an additional insured on this Cover- The additional insured must see to it that we age Part, provided that the "bodily injury" and receive written notice of the claim or "suit" as "property damage" occurs and the "personal in- soon as practicable. jury" is caused by an offense committed: c. The additional insured must immediately send a. After the signing and execution of the contract us copies of all legal papers received in con- or agreement by you; nection with the claim or"suit", cooperate with b. While that part of the contract or agreement is us in the investigation or settlement of the in effect; and claim or defense against the "suit", and oth- erwise comply with all policy conditions. c. Before the end of the policy period. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to Page 2 of 2 ©2008 The Travelers Companies, Inc. CG D4 14 04 08