HomeMy WebLinkAboutContract 57860CSC No. 57860
Article IV
Obligations of the Engineer
A.
B.
C.
General
The ENGINEER will serve as the CITY's professional engineering
representative under this Agreement, providing professional engineering
consultation and advice and furnishing customary services incidental thereto.
Standard of Care
The ENGINEER shall perform its services:
(1) with the professional skill and care ordinarily provided by competent
engineers practicing under the same or similar circumstances and
professional license; and
(2) as expeditiously as is prudent considering the ordinary professional
skill and care of a competent engineer.
Subsurface Investigations
(1) The ENGINEER shall advise the CITY with regard to the necessity for
subcontract work such as special surveys, tests, test borings, or other
subsurface investigations in connection with design and engineering
work to be performed hereunder. The ENGINEER shall also advise the
CITY concerning the results of same. Such surveys, tests, and
investigations shall be furnished by the CITY, unless otherwise
specified in Attachment A.
(2) In soils, foundation, groundwater, and other subsurface investigations,
the actual characteristics may vary significantly between successive
test points and sample intervals and at locations other than where
observations, exploration, and investigations have been made.
Because of the inherent uncertainties in subsurface evaluations,
changed or unanticipated underground conditions may occur that could
affect the total PROJECT cost and/or execution. These conditions and
cost/execution effects are not the responsibility of the ENGINEER.
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Standard Agreement for Engineering Related Design Services 103998
Revised Date: November 23, 2021
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E.
Preparation of Engineering Drawings
The ENGINEER will provide to the CITY the original drawings of all plans in
ink on reproducible mylar sheets and electronic files in .pdf format, or as
otherwise approved by CITY, which shall become the property of the CITY.
CITY may use such drawings in any manner it desires; provided, however,
that the ENGINEER shall not be liable for the use of such drawings for any
project other than the PROJECT described herein.
Engineer's Personnel at Construction Site
(1) The presence or duties of the ENGINEER's personnel at a construction site,
whether as on-site representatives or otherwise, do not make the ENGINEER
or its personnel in any way responsible for those duties that belong to the
CITY and/or the CITY's construction contractors or other entities, and do not
relieve the construction contractors or any other entity of their obligations,
duties, and responsibilities, including, but not limited to, all construction
methods, means, techniques, sequences, and procedures necessary for
coordinating and completing all portions of the construction work in
accordance with the contract documents and any health or safety precautions
required by such construction work. The ENGINEER and its personnel have
no authority to exercise any control over any construction contractor or other
entity or their employees in connection with their work or any health or safety
precautions.
(2) Except to the extent of specific site visits expressly detailed and set forth in
Attachment A, the ENGINEER or its personnel shall have no obligation or
responsibility to visit the construction site to become familiar with the progress
or quality of the completed work on the PROJECT or to determine, in general,
if the work on the PROJECT is being performed in a manner indicating that
the PROJECT, when completed, will be in accordance with the contract
documents, nor shall anything in the contract documents or this
AGREEMENT between CITY and ENGINEER be construed as requiring
ENGINEER to make exhaustive or continuous on-site inspections to discover
latent defects in the work or otherwise check the quality or quantity of the work
on the PROJECT. If the ENGINEER makes on-site observation(s) of a
deviation from the contract documents, the ENGINEER shall inform the CITY.
(3) When professional certification of performance or characteristics of materials,
systems or equipment is reasonably required to perform the services set forth
in the Scope of Services, the ENGINEER shall be entitled to rely upon such
certification to establish materials, systems or equipment and performance
criteria to be required in the contract documents.
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Standard Agreement for Engineering Related Design Services 103998
Revised Date: November 23, 2021
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G.
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Opinions of Probable Cost, Financial Considerations, and Schedules
(1) The ENGINEER shall provide opinions of probable costs based on the
current available information at the time of preparation, in accordance
with Attachment A.
(2) In providing opinions of cost, financial analyses, economic feasibility
projections, and schedules for the PROJECT, the ENGINEER has no
control over cost or price of labor and materials; unknown or latent
conditions of existing equipment or structures that may affect operation
or maintenance costs; competitive bidding procedures and market
conditions; time or quality of performance by third parties; quality, type,
management, or direction of operating personnel; and other economic
and operational factors that may materially affect the ultimate PROJECT
cost or schedule. Therefore, the ENGINEER makes no warranty that
the CITY's actual PROJECT costs, financial aspects, economic
feasibility, or schedules will not vary from the ENGINEER's opinions,
analyses, projections, or estimates.
Construction Progress Payments
Recommendations by the ENGINEER to the CITY for periodic construction
progress payments to the construction contractor will be based on the
ENGINEER's knowledge, information, and belief from selective sampling and
observation that the work has progressed to the point indicated. Such
recommendations do not represent that continuous or detailed examinations
have been made by the ENGINEER to ascertain that the construction
contractor has completed the work in exact accordance with the contract
documents; that the final work will be acceptable in all respects; that the
ENGINEER has made an examination to ascertain how or for what purpose
the construction contractor has used the moneys paid; that title to any of the
work, materials, or equipment has passed to the CITY free and clear of liens,
claims, security interests, or encumbrances; or that there are no other matters
at issue between the CITY and the construction contractor that affect the
amount that should be paid.
Record Drawings
Record drawings, if required, will be prepared, in part, on the basis of
information compiled and furnished by others, and may not always represent
the exact location, type of various components, or exact manner in which the
PROJECT was finally constructed. The ENGINEER is not responsible for any
errors or omissions in the information from others that is incorporated into the
record drawings.
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Standard Agreement for Engineering Related Design Services 103998
Revised Date: November 23, 2021
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Business Equity Participation
City has goals for the full and equitable participation of minority business
and/or women business enterprises in City contracts greater than
$100,000. In accordance with the City's Business Equity Ordinance No.
25165-10-2021 (replacing Ordinance No. 24534-11-2020, as codified in
Chapter 20, Article X of the City's Code of Ordinances, as amended, and any
relevant policy or guidance documents), the City has goals for the full and
equitable participation of minority business and/or women business
enterprises in City contracts greater than $100,000. Engineer acknowledges
the MBE and WBE goals established for this contract and its execution of this
Agreement is Engineer's written commitment to meet the prescribed MBE and
WBE participation goals. Any misrepresentation of facts (other than a
negligent misrepresentation) and/or the commission of fraud by the Engineer
may result in the termination of this Agreement and debarment from
participating in City contracts for a period of time of not less than three (3)
years.
J. Right to Audit
(1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years
after final payment under this contract, have access to and the right to
examine and photocopy any directly pertinent books, documents, papers and
records of the ENGINEER involving transactions relating to this contract.
ENGINEER agrees that the CITY shall have access during normal working
hours to all necessary ENGINEER facilities and shall be provided adequate
and appropriate work space in order to conduct audits in compliance with the
provisions of this section. The CITY shall give ENGINEER reasonable
advance notice of intended audits.
(2) ENGINEER further agrees to include in all its subconsultant agreements
hereunder a provision to the effect that the subconsultant agrees that the CITY
shall, until the expiration of five (5) years after final payment under the
subcontract, have access to and the right to examine and photocopy any
directly pertinent books, documents, papers and records of such
subconsultant, involving transactions to the subcontract, and further, that the
CITY shall have access during normal working hours to all subconsultant
facilities, and shall be provided adequate and appropriate work space, in order
to conduct audits in compliance with the provisions of this article together with
subsection (3) hereof. CITY shall give subconsultant reasonable advance
notice of intended audits.
(3) ENGINEER and subconsultant agree to reproduce such documents as may
be requested by the CITY. The CITY agrees to reimburse ENGINEER for the
cost of hard copies at the rate published in the Texas Administrative Code in
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Standard Agreement for Engineering Related Design Services 103998
Revised Date: November 23, 2021
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effect as of the time copying is performed.
K. INSURANCE
Engineer shall not commence work under this Agreement until it has
obtained all insurance required under Attachment F and City has approved
such insurance.
L. Independent Consultant
The ENGINEER agrees to perForm all services as an independent consultant
and not as a subcontractor, agent, or employee of the CITY. The doctrine
of respondeat superior shall not apply.
M. Disclosure
The ENGINEER acknowledges to the CITY that it has made full disclosure in
writing of any existing conflicts of interest or potential conflicts of interest,
including personal financial interest, direct or indirect, in property abutting the
proposed PROJECT and business relationships with abutting property cities.
The ENGINEER further acknowledges that it will make disclosure in writing of
any conflicts of interest that develop subsequent to the signing of this contract
and prior to final payment under the contract.
N. Asbestos or Hazardous Substances
(1) If asbestos or hazardous substances in any form are encountered or
suspected, the ENGINEER will stop its own work in the affected portions
of the PROJECT to permit testing and evaluation.
(2) If asbestos or other hazardous substances are suspected, the CITY may
request the ENGINEER to assist in obtaining the services of a qualified
subcontractor to manage the remediation activities of the PROJECT.
O. Permitting Authorities - Design Changes
If permitting authorities require design changes so as to comply with published
design criteria and/or current engineering practice standards which the
ENGINEER should have been aware of at the time this Agreement was
executed, the ENGINEER shall revise plans and specifications, as required,
at its own cost and expense. However, if design changes are required due to
the changes in the permitting authorities' published design criteria and/or
practice standards criteria which are published after the date of this
Agreement which the ENGINEER could not have been reasonably aware of,
the ENGINEER shall notify the CITY of such changes and an adjustment in
compensation will be made through an amendment to this AGREEMENT.
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Standard Agreement for Engineering Related Design Services 103998
Revised Date: November 23, 2021
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Schedule
ENGINEER shall manage the PROJECT in accordance with the schedule
developed per Attachment D to this AGREEMENT.
Article V
Obligations of the City
A.
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C.
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E.
City-Furnished Data
ENGINEER may rely upon the accuracy, timeliness, and completeness of the
information provided by the CITY.
Access to Facilities and Property
The CITY will make its facilities accessible to the ENGINEER as required for
the ENGINEER's performance of its services. The CITY will perform, at no
cost to the ENGINEER, such tests of equipment, machinery, pipelines, and
other components of the CITY's facilities as may be required in connection
with the ENGINEER's services. The CITY will be responsible for all acts of the
CITY's personnel.
Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of Services, the CITY will obtain,
arrange, and pay for all advertisements for bids; permits and licenses required
by local, state, or federal authorities; and land, easements, rights-of-way, and
access necessary for the ENGINEER's services or PROJECT construction.
Timely Review
The CITY will examine the ENGINEER's studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney,
insurance counselor, accountant, auditor, bond and financial advisors, and
other consultants as the CITY deems appropriate; and render in writing
decisions required by the CITY in a timely manner in accordance with the
project schedule prepared in accordance with Attachment D.
Prompt Notice
The CITY will give prompt written notice to the ENGINEER whenever CITY
observes or becomes aware of any development that affects the scope or
timing of the ENGINEER's services or of any defect in the work of the
ENGINEER or construction contractors.
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Standard Agreement for Engineering Related Design Services 103998
Revised Date: November 23, 2021
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F. Asbestos or Hazardous Substances Release.
(1) CITY acknowledges ENGINEER will perform part of the work at CITY's
facilities that may contain hazardous materials, including asbestos
containing materials, or conditions, and that ENGINEER had no prior
role in the generation, treatment, storage, or disposition of such
materials. In consideration of the associated risks that may give rise to
claims by third parties or employees of City, City hereby releases
ENGINEER from any damage or liability related to the presence of such
materials.
(2) The release required above shall not apply in the event the discharge,
release or escape of hazardous substances, contaminants, or asbestos is
a result of ENGINEER's negligence or if ENGINEER brings such
hazardous substance, contaminant or asbestos onto the project.
G. Contractor Indemnification
The CITY agrees to include in all construction contracts the provisions of
Article IV.E. regarding the ENGINEER's Personnel at the construction site,
and provisions providing for contractor indemnification of the CITY and the
ENGINEER for contractor's negligence.
H. Contractor Claims and Third-Party Beneficiaries
(1) The CITY agrees to include the following clause in all contracts with
construction contractors and equipment or materials suppliers:
"Contractors, subcontractors and equipment and materials
suppliers on the PROJECT, or their sureties, shall maintain
no direct action against the ENGINEER, its officers,
employees, and subcontractors, for any claim arising out of,
in connection with, or resulting from the engineering services
performed. Only the CITY will be the beneficiary of any
undertaking by the ENGINEER."
(2) This AGREEMENT gives no rights or benefits to anyone other than the CITY
and the ENGINEER and there are no third-party beneficiaries.
(3) The CITY will include in each agreement it enters into with any other entity or
person regarding the PROJECT a provision that such entity or person shall
have no third-party beneficiary rights under this Agreement.
(4) Nothing contained in this Section H. shall be construed as a waiver of any
right the CITY has to bring a claim against ENGINEER.
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Standard Agreement for Engineering Related Design Services 103998
Revised Date: November 23, 2021
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J.
Litigation Assistance
The Scope of Services does not include costs of the ENGINEER for required
or requested assistance to support, prepare, document, bring, defend, or
assist in litigation undertaken or defended by the CITY. In the event CITY
requests such services of the ENGINEER, this AGREEMENT shall be
amended or a separate agreement will be negotiated between the parties.
Changes
The CITY may make or approve changes within the general Scope of
Services in this AGREEMENT. If such changes affect the ENGINEER's cost
of or time required for performance of the services, an equitable adjustment
will be made through an amendment to this AGREEMENT with appropriate
CITY approval.
Article VI
General Legal Provisions
A.
B.
C.
Authorization to Proceed
ENGINEER shall be authorized to proceed with this AGREEMENT upon
receipt of a written Notice to Proceed from the CITY.
Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of
the ENGINEER, whether in hard copy or in electronic form, are instruments
of service for this PROJECT, whether the PROJECT is completed or not.
Reuse, change, or alteration by the CITY or by others acting through or on
behalf of the CITY of any such instruments of service without the written
permission of the ENGINEER will be at the CITY's sole risk. The CITY shall
own the final designs, drawings, specifications and documents.
Force Majeure
CITY and ENGINEER shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall
not be held liable for any delay or omission in performance due to force
majeure or other causes beyond their reasonable control, including, but not
limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters,
epidemics/pandemics, wars, riots, material or labor restrictions by any
governmental authority and/or any other similar causes.
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Standard Agreement for Engineering Related Design Services 103998
Revised Date: November 23, 2021
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D. Termination
(1) This AGREEMENT may be terminated
a.) by the City for its convenience upon 30 days' written notice to
ENGINEER.
b.) by either the CITY or the ENGINEER for cause if either party fails
substantially to perForm through no fault of the other and the
nonperforming party does not commence correction of such
nonperformance within 5 days' written notice or thereafter fails to
diligently complete the correction.
i2)
E.
F
If this AGREEMENT is terminated for the convenience of the City, the
ENGINEER will be paid for termination expenses as follows:
a.) Reasonable cost of reproduction or electronic storage of partial or
complete studies, plans, specifications or otherforms of ENGINEER'S
work product;
b.) The reasonable time requirements for the ENGINEER'S personnel to
document the work underway at the time of the CITY'S termination for
convenience so that the work effort is suitable for long time storage.
(3) Prior to proceeding with termination services, the ENGINEER will
submit to the CITY an itemized statement of all projected termination
expenses. The CITY'S approval shall be obtained in writing prior to
proceeding with termination services.
Suspension, Delay, or Interruption to Work
The CITY may suspend, delay, or interrupt the services of the ENGINEER for
the convenience of the CITY. In the event of such suspension, delay, or
interruption, an equitable adjustment in the PROJECT's schedule,
commitment and cost of the ENGINEER's personnel and subcontractors, and
ENGINEER's compensation will be made.
Indemnification
The ENGINEER shall indemnify or hold harmless the CITY against
liability for any damage committed by the ENGINEER or ENGINEER's
agent, consultant under contract, or another entity over which the
ENGINEER exercises control to the extent that the damage is caused by
or resulting from an act of negligence, intentional tort, intellectual
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Standard Agreement for Engineering Related Design Services 103998
Revised Date: November 23, 2021
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property infringement, or failure to pay a subcontractor or supplier. CITY
is entitled to recover its reasonable attorney's fees in proportion to the
ENGINEER's liability.
G. Assignment
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ENGINEER shall not assign all or any part of this AGREEMENT without the
prior written consent of CITY.
Jurisdiction
The law of the State of Texas shall govern the validity of this AGREEMENT,
its interpretation and performance, and any other claims related to it. The
venue for any litigation related to this AGREEMENT shall be Tarrant County,
Texas.
Severability and Survival
If any of the provisions contained in this AGREEMENT are held for any reason
to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability will not affect any other provision, and this AGREEMENT
shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein. Articles V.F., VI.B., VI.D., VI.F., VI.H., and VI.I.
shall survive termination of this AGREEMENT for any cause.
Observe and Comply
ENGINEER shall at all times observe and comply with all federal and State
laws and regulations and with all City ordinances and regulations which in any
way affect this AGREEMENT and the work hereunder, and shall observe and
comply with all orders, laws ordinances and regulations which may exist or
may be enacted later by governing bodies having jurisdiction or authority for
such enactment. No plea of misunderstanding or ignorance thereof shall be
considered. ENGINEER agrees to defend, indemnify and hold harmless
CITY and all of its officers, agents and employees from and against all
claims or liability arising out of the violation of any such order, law,
ordinance, or regulation, whether it be by itself or its employees.
Contract Construction/No Waiver
The parties acknowledge that each Party and, if it so chooses, its counsel,
have reviewed and revised Agreement and that the normal rule of contract
construction, to the effect that any ambiguities are to be resolved against
the drafting party, must not be employed in the interpretation of Agreement
or any amendments or exhibits hereto.
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Standard Agreement for Engineering Related Design Services 103998
Revised Date: November 23, 2021
Page 11 of 15
The failure of CITY or ENGINEER to insist upon the performance of any
term or provision of this Agreement or to exercise any right granted herein
shall not constitute a waiver of CITY's or ENGINEER's respective right to
insist upon appropriate perFormance or to assert any such right on any
future occasion.
L. Immigration Nationality Act
ENGINEER shall verify the identity and employment eligibility of its
employees who perform work under this Agreement, including completing
the Employment Eligibility Verification Form (I-9). Upon request by CITY,
ENGINEER shall provide CITY with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this
Agreement. ENGINEER shall adhere to all Federal and State laws as well
as establish appropriate procedures and controls so that no services will be
perFormed by any ENGINEER employee who is not legally eligible to
perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD
CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES
DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER,
ENGINEER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. CITY, upon written notice to ENGINEER, shall have the right
to immediately terminate this Agreement for violations of this provision by
ENGINEER.
M. Prohibition On Contracts With Companies Boycotting Israel
ENGINEER unless a sole proprietor, acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, if ENGINEER has 10 or
more full time-employees and the contract value is $100,000 or more, the
City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms "boycott Israel" and "company"
shall have the meanings ascribed to those terms in Section 808.001 of the
Texas Government Code. By signing this contract, ENGINEER certifies
that ENGINEER'S signature provides written verification to the City
that if Chapter 2271, Texas Government Code applies, ENGINEER: (1)
does not boycott Israel; and (2) will not boycott Israel during the term
of the contract.
N. Prohibition on Boycotting Energy Companies
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Standard Agreement for Engineering Related Design Services 103998
Revised Date: November 23, 2021
Page 12 of 15
ENGINEER acknowledges that in accordance with Chapter 2274 of the
Texas Government Code-(as added by Acts 2021, 87th Leg., R.S., S.B. 13,
§ 2), the CITY is prohibited from entering into a contract for goods or
services that has a value of $100,000 or more, which will be paid wholly or
partly from public funds of the City, with a company (with 10 or more full-
time employees) unless the contract contains a written verification from the
company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to
those terms by Chapter 2274 of the Texas Government Code (as added by
Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent that Chapter 2274
of the Government Code is applicable to this Agreement, by signing
this Agreement, ENGINEER certifies that ENGINEER's signature
provides written verification to the CITY that ENGINEER: (1) does not
boycott energy companies; and (2) will not boycott energy companies
during the term of this Agreement.
O. Prohibition on Discrimination Against Firearm and Ammunition
Industries
ENGINEER acknowledges that except as otherwise provided by Chapter
2274 of the Texas Government Code (as added by Acts 2021, 87th Leg.,
R.S., S.B. 19, § 1), the CITY is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more which will be paid
wholly or partly from public funds of the City, with a company (with 10 or
more full-time employees) unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract
against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the
meaning ascribed to those terms by Chapter 2274 of the Texas Government
Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent
that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, ENGINEER certifies that
ENGINEER's signature provides written verification to the CITY that
ENGINEER: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association;
and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, which supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. This AGREEMENT may be
executed in one or more counterparts and each counterpart shall, for all purposes, be
deemed an original, but all such counterparts shall together constitute but one and the
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Standard Agreement for Engineering Related Design Services 103998
Revised Date: November 23, 2021
Page 13 of 15
DBlack (Jul 19, 2022 16:35 CDT)
Dana Burghdoff (Jul 19, 2022 18:14 CDT)
Dana Burghdoff
Jul 19, 2022
Jannette S. Goodall (Jul 20, 2022 15:00 CDT)
Jannette S. Goodall
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all perFormance and reporting
requirements.
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Fanta Kaba (Jul H, 2022 OS:35 CDT)
Fanta Kaba
Transportation and Public Works
City of Fort Worth, Texas
Standard Agreement for Engineering Related Design Services
Revised Date: November 23, 2021
Page 15 of 15
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
103998
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Attachment A 103998
PMO Release Date: 07.23.2012
Page 1 of 26
ATTACHMENT “A”
Scope for Engineering Design Related Services for Intersection Improvements
The scope set forth herein defines the work to be performed by the ENGINEER in
completing the project. Both the CITY and ENGINEER have attempted to clearly define the
work to be performed and address the needs of the Project.
OBJECTIVE
The objective of the Basswood Blvd and Old Santa Fe Trail Intersection Project is project is
to improve capacity of intersection by Signalization of the intersection.
WORK TO BE PERFORMED
Task 1. Design Management
Task 2. Conceptual Design (30%)
Task 3. Preliminary Design (60%)
Task 4. Final Design (90% and 100%)
Task 5. Bid Phase Services
Task 6. Construction Phase Services
Task 7. ROW/Easement Services
Task 8. Survey and Subsurface Utility Engineering Services
Task 9. Permitting
Task 10. Quality Control/ Quality Assurance
City of Fort Worth, Texas Page 2 of 26
Attachment A Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
PMO Release Date: 02.06.2015 103998
Page 2 of 26
TASK 1. DESIGN MANAGEMENT.
ENGINEER will manage the work outlined in this scope to ensure efficient and effective use
of ENGINEER’s and CITY’s time and resources. ENGINEER will manage change,
communicate effectively, coordinate internally and externally as needed, and proactively
address issues with the CITY’s Project Manager and others as necessary to make progress
on the work.
1.1. Managing the Team:
· Lead, manage and direct design team activities
· Ensure Quality Control / Quality Assurance (QC/QA) is practiced in performance
of the work. Refer to Task 10 for further details.
· Communicate internally among team members
· Task and allocate team resources
1.2. Communications and Reporting:
· Attend a pre-design project kickoff/charter meeting with CITY staff to confirm and
clarify scope, understand CITY objectives, and ensure economical and functional
designs that meet CITY requirements
· Attend two (2) field meetings with CITY representatives, including Traffic
Management, prior to the 30% and 90% submittals.
· Conduct and document monthly project update meetings with CITY Project
Manager
· Conduct review meetings with the CITY at the end of each design phase
· Conduct and document biweekly design team meetings
· Conduct QC/QA reviews and document those activities. Refer to Task 10 for
further details
· Prepare invoices, in accordance with Attachment B to this Standard Agreement
and submit monthly in the format requested by the CITY.
· Prepare and submit monthly Project Status Reports in the format provided by the
respective Transportation and Public Works Department.
· Prepare and submit baseline Project Schedule initially, and Project Schedule
updates with a schedule narrative monthly, as required in Attachment D to this
Standard Agreement in compliance with the City’s Specification 00 31 15 entitled
Engineer Project Schedule. This PROJECT requires a Tier 3 schedule as
defined in the City’s Specification 00 31 15 entitled Engineer Project Schedule.
· Prepare and submit a preliminary Project Risk Register, preliminary Stakeholder
Register, and preliminary Project Communications Plan. CITY to modify and
finalize.
· Complete Monthly M/WBE Report Form and Final Summary Payment Report
Form at the end of the project
City of Fort Worth, Texas Page 3 of 26
Attachment A Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
PMO Release Date: 02.06.2015 103998
Page 3 of 26
· Coordinate with other agencies and entities as necessary for the design of the
proposed infrastructure, and provide and obtain information needed to prepare
the design
· With respect to coordination with permitting authorities, ENGINEER shall
communicate with permitting authorities such that their regulatory requirements
are appropriately reflected in the designs. ENGINEER shall work with regulatory
authorities to obtain approval of the designs, and make changes necessary to
meet their requirements, as part of the design scope.
· Personnel and Vehicle Identification: When conducting site visits to the project
location, the ENGINEER or any of its sub-consultants shall carry readily visible
information identifying the name of the company and the company
representative.
ASSUMPTIONS
· One (1) pre-design project kickoff/chartering meeting
· Two (2) field review meetings
· Three (3) monthly project update meetings during design phase
· Two (2) plan review meetings
· Eight (8) biweekly design team meetings
· All submittals to the City will be Quality checked prior to submission.
· Project design phase is anticipated to take five (5) months.
· Project construction phase is anticipated to take six (6) months.
· Twelve (12) monthly updates of Project Status Reports, MWBE forms, TPBE,
Risk Register, and project Schedule.
DELIVERABLES
A. Meeting summaries with action items
B. QC/QA documentation
C. Baseline design schedule
D. Preliminary Project Risk Register, preliminary Stakeholder Register, and
preliminary Project Communications Plan
E. Monthly Schedule updates with schedule narrative describing any current or
anticipated schedule changes
F. Monthly Project Status Reports
G. Monthly TPBE spreadsheet updates
H. Monthly Project Risk Register updates
I. Plan Submittal Checklists (See Task 10)
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J. Monthly invoices
K. Monthly M/WBE Report Form and Final Summary Payment Report Form
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TASK 2. CONCEPTUAL DESIGN (30 PERCENT).
The Conceptual Design shall be submitted to CITY per the approved Project Schedule.
The purpose of the conceptual design is for the ENGINEER to identify, develop,
communicate through the defined deliverables, and recommend the design concept that
successfully addresses the design problem, and to obtain the CITY’s endorsement of this
concept.
ENGINEER will develop the conceptual design of the infrastructure as follows.
2.1. Data Collection
· Traffic Count Data: Microsoft Excel spreadsheet of Raw 24-hour and Turning
Movement Count data gathered at 15-minute intervals at a minimum on all raw
data collected. Provide Daily Summaries by Approach and Peak-Period
Summaries by Approach. Spreadsheet shall be uploaded to the Document
Management folder ‘TPW Traffic Count Data’ (currently BIM 360)
· In addition to data obtained from the CITY, ENGINEER will research and make
efforts to obtain pertinent information to aid in coordination of the proposed
improvements with any planned future improvements that may influence the
project. ENGINEER will also identify and seek to obtain data for existing
conditions that may impact the project including; utilities, agencies (TxDOT and
railroads), City Master Plans, and property ownership as available from the Tax
Assessor's office.
· The ENGINEER will consult with the CITY’s Transportation and Public Works
Department, Water Department, and other CITY departments, public utilities,
private utilities, private utilities and government agencies to determine the
approximate location of above and underground utilities, and other facilities
(current and future) that have an impact or influence on the project.
· The data collection efforts will also include conducting special coordination
meetings with affected property owners and businesses as necessary to develop
sewer re-routing plans.
2.2. Subsurface Utility Engineering
Provide Subsurface Utility Engineering (SUE) per Task 8.
2.3. Utility Clearance
· ENGINEER will develop the design of CITY facilities to avoid or minimize
conflicts with existing utilities, and where known and possible consider potential
future utilities in designs. Where conflicts cannot be avoided, coordination of
Utility Conflicts will begin at the Conceptual Design phase.
· In the case of a public utility conflict, the ENGINEER will design CITY facilities to
avoid or minimize conflicts with existing utilities, and where known and possible
consider potential future utilities in designs.
· In the case of a private Utility Conflict, the ENGINEER will provide a PDF set of
plans with the utility conflicts highlighted and a Utility Conflicts Table of those
conflicts to be included in a Utility Clearance Letter for coordination. The
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ENGINEER may need to coordination directly with the private utility provider if
that provider needs to undertake design to adjust their utility’s location.
· The ENGINEER shall upload a PDF file of the approved preliminary plan set to
the designated project folder in the City’s document management system (BIM
360) for forwarding to all utility companies which have facilities within the limits of
the project. The PDF file should be created directly from the CAD files.
2.4 The Conceptual Design Package shall include the following: Preliminary cover and
index of sheets including project limits, area location map and beginning and end
station limits.
· Quantity Summary page and each design sheet shall include a quantity take off
table.
· Traffic Engineering study to support the recommended design alternative such as
Intersection Control Evaluation Report (ICE), corridor analysis study or
alignment/feasibility study.
· Conceptual Design Report (Arterials)
· Conceptual iSWM Checklist in accordance with the current CITY iSWM Criteria
Manual for Site Development and Construction
· SUE Plan sheets sealed by a licensed professional engineer registered in the
State of Texas.
· Traffic Count Data: Microsoft Excel spreadsheet of Raw 24-hour and Turning
Movement Count data gathered at 15-minute intervals at a minimum on all raw
data collected. Provide Daily Summaries by Approach and Peak-Period
Summaries by Approach. Spreadsheet shall be uploaded to the Buzzsaw folder
‘TPW Traffic Count Data’.
· Existing typical sections of the roadway to be constructed along with proposed
typical sections which outline the proposed improvements. Typical sections shall
include existing and proposed ROW, existing and proposed lane widths and
direction arrows, existing and proposed curbs, sidewalks, and retaining walls.
· Conceptual plan and profile sheets showing existing and proposed intersection,
existing and proposed ROW, existing and proposed sidewalks and driveways,
proposed lane dimensions and lane arrows, existing drainage structures, city
owned and franchise utilities, and existing roadway vertical alignments (profiles).
· Documentation of key design decisions.
· Estimates of probable construction cost.
ASSUMPTIONS
· Three (3) sets of 11”x17” size plans will be delivered for the 30% design.
· PDF files created from design CAD drawings will be uploaded to the designated
project folder in the City’s document management system (BIM 360). ENGINEER
shall not proceed with Preliminary Design activities without written approval by
the CITY of the Conceptual Design Package.
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DELIVERABLES
A. Conceptual Design Package
B. Conceptual Design Report
C. Traffic Count Data
D. Traffic Engineering Study
E. Conceptual iSWM Checklist
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TASK 3. PRELIMINARY DESIGN (60 PERCENT).
Preliminary plans and specifications shall be submitted to CITY per the approved Project
Schedule.
ENGINEER will develop the preliminary design of the infrastructure as follows.
3.1. The Preliminary Design Drawings and Specifications shall include the following:
· Preliminary cover and index of sheets including project limits, area location map
and beginning and end station limits.
· SUE Plan sheets sealed by a licensed professional engineer registered in the
State of Texas.
· Quantity Summary page and each design sheet shall include a quantity take off
table.
· Preliminary iSWM Checklist in accordance with the current CITY iSWM Criteria
Manual for Site Development and Construction.
· Traffic Control Plan including all construction signage and pavement markings
which will be in accordance with the latest edition of the Texas Manual on Uniform
Traffic Control Devices.
· A Project Control Sheet, showing all Control Points, used or set while gathering
data. Generally on a scale of not less than 1:400. The following information shall
be indicated for each Control Point: Identified (existing City Monument #8901, PK
Nail, 5/8” Iron Rod); X, Y and Z Coordinates, in an identified coordinate system,
and a referred bearing base. Z coordinate on City Datum only; descriptive location
(i.e. set in the centerline of the inlet in the South curb line of North Side Drive at the
East end of radius at the Southeast corner of North Side Drive and North Main
Street).
· Updated existing and proposed typical section sheets.
· Updated roadway plan and profile sheets displaying station and coordinate data for
all horizontal alignment P.C.’s, P.T.’s, P.I.’s; station and elevation data of all
vertical profile P.C.’s, P.T.’s, P.I.’s, low points, and high points; lengths of vertical
curves, grades, K values, e, and vertical clearances where required.
· No less than two bench marks plan/profile sheet.
· Bearings given on all proposed centerlines, or baselines.
· Station equations relating utilities to paving, when appropriate.
· Overall project easement layout sheet(s).
· Intersection layout sheets including ROW lines, horizontal alignments, utilities,
curbs, sidewalks, driveways, lane dimensions and arrows, and existing and
proposed contours (0.25’ intervals)
· Preliminary traffic signal and roadway details to include curbs, curb expansion
joints, driveways, sidewalks, and pavement details.
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· Preliminary signing, pavement marking, illumination and signal layouts.
· Documentation of key design decisions.
· Estimates of probable construction cost.
3.2. Geotechnical Investigation/Pavement Design
· Soil investigations, including field and laboratory tests, borings, related
engineering analysis and recommendations for determining soil conditions will be
made. In addition to the above investigations, borings and appropriate field and
laboratory analysis will be made at reasonable intervals along the project
alignment for the Contractor’s use in determining soil conditions for preparing
bids and a Trench Safety Plan.
· The ENGINEER shall prepare a detailed geotechnical engineering study and
pavement design in conformance with the City of Fort Worth Pavement Design
Standards Manual, 2005. The study shall include recommendations regarding
utility trenching and identify existing groundwater elevation at each boring.
3.3. Constructability Review
· Prior to the 60 percent review meeting with the CITY, the ENGINEER shall
schedule and attend a project site visit with the CITY Project Manager and
Construction personnel to walk the project. The ENGINEER shall summarize the
CITY’s comments from the field visit and submit this information to the CITY in
writing.
3.4. Public Meeting
After the preliminary plans have been reviewed and approved by the CITY, the
ENGINEER shall prepare project exhibits, and attend one (1) public meeting to help
explain the proposed project to residents. The CITY shall select a suitable location,
time and date. The Engineer needs to coordinate with the City’s project manager to
format the mailing list of all affected property owners accordingly.
3.5. Utility Clearance
· ENGINEER will develop the design of CITY facilities to avoid or minimize
conflicts with existing utilities, and where known and possible consider potential
future utilities in designs. Where conflicts cannot be avoided, coordination of
Utility Conflicts will be identified at the Conceptual phase and begin at the
Preliminary Design phase.
· In the case of a public utility conflict, the ENGINEER will design CITY facilities to
avoid or minimize conflicts with existing utilities, and where known and possible
consider potential future utilities in designs.
· In the case of a private Utility Conflict, the ENGINEER will provide a PDF set of
plans with the utility conflicts highlighted and a Utility Conflicts Table of those
conflicts to be included in a Utility Clearance Letter for coordination at each
design milestone. The ENGINEER may need to coordination directly with the
private utility provider if that provider needs to undertake design to adjust their
utility’s location.
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· The ENGINEER shall upload a PDF file of the approved preliminary plan set to
the designated project folder in the City’s document management system (BIM
360) for forwarding to all utility companies which have facilities within the limits of
the project. The PDF file should be created directly from the CAD files.
· ENGINEER to obtain utility as-builts and/or do field visits to confirm relocation is
complete and that the utility has been relocated in accordance with the plans,
report any discrepancies found, and provide documentation to support findings.
· ENGINEER to upload all utility as-builts in the City’s document management
system (BIM 360)
ASSUMPTIONS
· Three (3) sets of 11”x17” size plans will be delivered for the 60% design for
review coordination.
· One (1) set of specifications will be delivered for the 60% design.
· PDF files created from design CAD drawings will be uploaded to the designated
project folder in the City’s document management system (BIM 360).
· All submitted documents and checklists will be uploaded to the designated
project folder in the City’s document management system (BIM 360).
· The CITY’s front end and technical specifications will be used. The ENGINEER
shall supplement the technical specifications if needed.
· One (1) Public Meeting is assumed.
· ENGINEER shall not proceed with Final Design activities without written approval
by the CITY of the Preliminary Design plans.
DELIVERABLES
A. Preliminary Design drawings and specifications including QC/QA documentation
B. Utility Conflict Coordination Package
C. Geotechnical Report
D. Preliminary iSWM Checklist
E. Estimates of probable construction cost
F. Public Meeting exhibits
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TASK 4. FINAL DESIGN (90 PERCENT) AND FINAL CONSTRUCTION DOCUMENTS
(100 PERCENT).
· Upon – be sure to track changes. approval of the Preliminary plans, ENGINEER will
prepare construction plans as follows:
· Final draft construction plans (90%) including specifications shall be submitted to CITY
per the approved Project Schedule.
· The ENGINEER will provide a PDF set of plans with the utility conflicts highlighted and a
Utility Conflicts Table of those conflicts to be included in a Utility Clearance Letter for
final coordination.
· Following a 90% construction plan review meeting with the CITY, the ENGINEER shall
submit Final Plans (100%) to the CITY per the approved Project Schedule. Each plan
sheet shall be stamped, dated, and signed by the ENGINEER registered in State of
Texas.
· Final iSWM Checklist in accordance with the current iSWM Criteria Manual for Site
Development and Construction.
· A Quantity Summary page will be included in both the 90% and 100% design packages.
Each design sheet of those package shall include a quantity take off table.
· The ENGINEER shall submit an estimate of probable construction cost with both the
90% and 100% design packages. This estimate shall use standard CITY or TxDOT bid
items, as applicable.
ASSUMPTIONS
· Three (3) sets of 11”x17” size drawings and one (1) set of specifications will be delivered
for the 90% Design package.
· A PDF and DWF file for the 90% Design will be created from design CAD drawings and
will be uploaded to the project folder in the City’s document management system (BIM
360).
· Ten (10) sets of 11”x17” size drawings and two (2) set of specifications will be delivered
for the 100% Design package.
· A PDF and DWF file for the 100% Design will be created from design CAD drawings and
will be uploaded to the project folder in City’s document management system (BIM 360).
DELIVERABLES
A. 90% construction plans and specifications including QC/QA documentation.
B. Utility relocation documentation.
C. Final iSWIM plan ( Final check list)
D. 100% construction plans and specifications including QC/QA documentation.
E. Detailed estimates of probable construction costs including summaries of bid items and
quantities using the CITY’s or TxDOT’s standard bid items and format, as applicable
F. Original 11”x17” size cover mylar for the signatures of authorized CITY officials.
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TASK 5. BID PHASE SERVICES.
The CITY reserves the right to bid the project either via traditional project bid to via unit price
alternative delivery. ENGINEER will support the bid phase of the project as follows.
5.1. Bid Support
· The ENGINEER shall upload all plans and contract documents onto the City’s
document management system (BIM 360) for access to potential bidders.
· Contract documents shall be uploaded in a .xls file.
· Unit Price Proposal documents are to be created utilizing the city’s unit price tool
only and combined in a specified spreadsheet workbook, Bid Proposal
Worksheet Template, that will be populated and configured so that all pages are
complete and the Summary Worksheet(s) in the workbook detail and
automatically summarize the totals from the inserted Unit Price Proposal
document worksheets.
· Plan Sets are to be uploaded to the City’s document management system (BIM
360) in two formats, .pdf and .dwf files. The .pdf will consist of one file of the
entire plan set. The .dwf will consist of individual files, one for each plan sheet,
and will be numbered and named in a manner similar to that of the plan set
index.
· The ENGINEER from Contractor’s uploaded Plan Holder Registrations in the
City’s document management system (BIM 360).
· The ENGINEER will develop and implement procedures for receiving and
answering bidders’ questions and requests for additional information. The
procedures shall include a log of all significant bidders questions and requests
and the response thereto. The log shall be housed and maintained in the
project’s folder titled Request for Information. The ENGINEER will provide
technical interpretation of the contract bid documents and will prepare proposed
responses to all bidder’s questions and requests, in the form of addenda. The
ENGINEER shall upload all approved addenda onto the City’s document
management system (BIM 360) and mail addenda to all plan holders.
· Attend the pre-bid conference in support of the CITY.
· Assist the CITY in determining the qualifications and acceptability of prospective
contractors, subcontractors, and suppliers.
· When substitution prior to award of contracts is allowed in the contract
documents, the ENGINEER will advise the CITY as to the acceptability of
alternate materials and equipment proposed by bidders.
· Attend the bid opening in support of the CITY.
· Tabulate and review all bids received for the construction project, assist the CITY
in evaluating bids, and recommend award of the contract. A copy of the Bid
Tabulation and the CFW Data Spreadsheet are to be uploaded into the project’s
Bid Results folder on the City’s document management system (BIM 360)
Incorporate all addenda into the contract documents and issue conformed sets.
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· Engineer will provide 10 full sets and 3 full sets after bid opening - conformed set
with all approved addenda
ASSUMPTIONS
· The project will be bid only once and awarded to one contractor.
· Construction documents will only be made available on the City’s document
management system (BIM 360) for plan holders and/or given to plan viewing
rooms.
· Construction documents will not be printed and made available for purchase by
plan holders and/or given to plan viewing rooms.
· PDF, DWF and DWG files will be uploaded to the City’s document management
system (BIM 360).
DELIVERABLES
A. Addenda
B. Bid tabulations
C. Recommendation of award
D. Final iSWM Checklist
E. Construction documents (conformed)
F. CFW Data Spreadsheet
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TASK 6. CONSTRUCTION PHASE SERVICES.
ENGINEER will support the construction phase of the project as follows.
6.1. Construction Support
· The ENGINEER shall prepare one (1) task order package for the CITY’s Unit
Price Contractor.
· The ENGINEER shall attend the pre-construction conference.
· After the pre-construction conference, the ENGINEER shall provide project
exhibits and attend one (1) public meeting to help explain the proposed project to
residents. The CITY shall select a suitable location and mail the invitation letters
to the affected customers.
· The ENGINEER shall attend monthly or bi-weekly construction progress meetings
during the duration of construction. The ENGINEER will prepare meeting notes
with action items and distribute there to the project team.
· The ENGINEER will prepare a Construction Communication Plan detailing the
procedure for communicating between the Project Delivery Team members and
the Contractors.
· The ENGINEER will meet with concerned citizens as needed.
· The ENGINEER shall review shop drawings, samples and other submittals
submitted by the contractor for general conformance with the design concepts and
general compliance with the requirements of the contract for construction. Such
review shall not relieve the Contractor from its responsibility for performance in
accordance with the contract for construction, nor is such review a guarantee that
the work covered by the shop drawings, samples and submittals is free of errors,
inconsistencies or omissions. The ENGINEER shall log and track all shop
drawings, samples and other submittals in Buzzsaw.
· As requested by the CITY, the ENGINEER shall provide necessary interpretations
and clarifications of contract documents, respond to Request for Information (RIF)
from the contractor, review change orders, and make recommendations as to the
acceptability of the work.
· The ENGIENER will meet with the Project Delivery Team and Contractor on-site
to review any field changes.
· The ENGINEER will coordinate with the TPW department as necessary
· The Engineer will update and submit monthly the Project Status Report, Risk
Register, TPBE and Project Schedule.
· The ENGINEER shall attend the “Final” project walk through and assist with
preparation of final punch list.
6.2 Record Drawings
· The ENGINEER shall prepare record drawings from information provided by the
CITY depicting any changes made to the Final Drawings during construction.
Information provided by the CITY may include, but is not limited to the following:
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o As-Built Survey
o Red-Line Markups from the Contractor
o Red-Line Markups from City Inspector
o Copies of Approved Change Orders
o Approved Substitutions
· The ENGINEER shall modify the Final Drawings electronically and shall place a
stamp on the plans indicating that they represent Record Drawings of the project
as constructed. The stamp shall be signed and dated by the ENGINEER and
shall be placed on each plan sheet, whether there are any revisions on the sheet
or not. Each sheet shall clearly indicate all changes which apply to that sheet by
clouding and numbering, or other suitable means.
· The following disclaimer shall be included with the Record Drawing stamp:
These Record Drawings were prepared using information
provided by others and represent the as constructed
conditions to the extent that documented changes were
provided for recording. The ENGINEER assumes no liability
for undocumented changes and certifies only that the
documented changes are accurately depicted on these
drawings.
· The ENGINEER shall submit a set of sealed Final Drawings, modified and
stamped as Record Drawings, in Adobe Acrobat PDF format (version 6.0 or
higher) and in DWF format. The ENGINEER may keep copies of the
information provided by the CITY for their files, but all original red-lined drawings
shall be returned to the CITY with the digital files.
· There shall be one (1) PDF file and one (1) DWF file for the TPW plan set and a
separate PDF and DWF file for the Water plan set, if required. Each PDF and
DWF file shall contain all associated sheets of the particular plan set. Singular
PDF and DWF files for each sheet of a plan set will not be accepted. PDF
and DWF files shall conform to naming conventions as follows:
I. TPW file name example – “W-1956_org47.pdf” where “W-1956” is the
assigned file number obtained from the CITY, “_org” designating the file is
of an original plan set, “47” shall be the total number of sheets in this file.
Example: W-0053_org3.pdf and K-0320_org5.pdf
II. Water and Sewer file name example – “X-35667_org36.pdf” where “X-
35667” is the assigned file number obtained from the CITY, “_org”
designating the file is of an original plan set, “36” shall be the total number of
sheets in this file.
Example: X-12755_org18.pdf
Both PDF and DWF files shall be uploaded to the project’s Record Drawing folder
in the City’s document management system (BIM 360).
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For information on the proper manner to submit files and to obtain a file number for
the project, the ENGINEER should coordinate with the City project manager. File
numbers will not be issued to a project unless the appropriate project numbers and
fund codes have been assigned and are in the Department of Transportation and
Public Works database.
ASSUMPTIONS
· One (1) Public Meeting is assumed.
· Four (4) site visits are assumed.
· Two (2) submittal reviews are assumed.
· Two (2) RFI’s are assumed.
· One (1) Change Order is assumed.
DELIVERABLES
A. Public meeting exhibits
B. Construction Communication Plan
C. Response to Contractor’s Request for Information
D. Review of Change Orders
E. Review of shop drawings
F. Final Punch List items
G. Record Drawings in digital format
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TASK 7. ROW/EASEMENT SERVICES.
ENGINEER will support and perform activities related to ROW and land as outlined below,
per scoping direction and guidance from the CITY’s Project Manager.
7.1. Right-of-Way Research
· The ENGINEER shall determine rights-of-way, easements needs for construction
of the project. Required temporary and permanent easements will be identified
based on available information and recommendations will be made for approval
by the CITY.
7.2. Right-of-Way/Easement Preparation and Submittal.
· The ENGINEER shall prepare documents to be used to obtain right-of-way and
permanent and/or temporary easements required to construct the improvements.
· The documentation shall be provided in conformance with the checklists and
templates available on the City’s document management system (BIM 360)
resources folder.
7.3. Temporary Right of Entry Preparation and Submittal
· Prior to construction, the ENGINEER should coordinate with the City project
manager to identify all needed Temporary Right of Entries from landowners. It is
assumed that letters will only be required for land owners adjacent to temporary
construction easements or who are directly affected by the project and no
easement is required to enter their property.
· The documentation shall be provided in conformance with the checklists and
templates available on the City’s document management system (BIM 360)
resources folder.
ASSUMPTIONS
· Right-of-Way research includes review of property/right-of-way records based on
current internet based Tarrant Appraisal District (TAD) information available at
the start of the project and available on-ground property information (i.e. iron
rods, fences, stakes, etc.). It does not include effort for chain of title research,
parent track research, additional research for easements not included in the TAD
records, right-of-way takings, easement vacations and abandonments, right-of-
way vacations, and street closures.
DELIVERABLES
A. Four (4) Easement exhibits and meets and bounds provided on CITY forms.
B. One (1) Temporary Right of Entry cover letters
C. One (1) Temporary Right of Entry documents
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TASK 8. SURVEY AND SUBSURFACE UTILITY ENGINEERING SERVICES.
ENGINEER will provide survey support as follows.
8.1. Design Survey
· ENGINEER will perform field surveys to collect horizontal and vertical elevations
and other information needed by ENGINEER in design and preparation of plans
for the project. Information gathered during the survey shall include topographic
data, elevations of all sanitary and adjacent storm sewers, rim/invert elevations,
location of buried utilities, structures, trees (measure caliper, identify overall
canopy, and have qualified arborist identify species of trees), and other features
relevant to the final plan sheets. Existing drainage at intersections will be verified
by field surveys. Spot elevations will be shown on intersection layouts with cross
slope to fit intersecting grade lines.
· The minimum survey information to be provided on the plans shall include the
following:
- A Project Control Sheet, showing ALL Control Points, used or set while
gathering data. Generally on a scale of not less than 1:400:
- The following information about each Control Point;
a. Identified (Existing. CITY Monument #8901, PK Nail, 5/8” Iron Rod)
b. X, Y and Z Coordinates, in an identified coordinate system, and a
referred bearing base. Z coordinate on CITY Datum only.
c. Descriptive Location (Ex. Set in the centerline of the inlet in the South
curb line of North Side Drive at the East end of radius at the Southeast
corner of North Side Drive and North Main Street).
- Coordinates on all P.C.’s, P.T.’s, P.I.’s, Manholes, Valves, etc., in the
same coordinate system, as the Control.
- No less than two horizontal bench marks, per line or location.
- Bearings given on all proposed centerlines, or baselines.
- Station equations relating utilities to paving, when appropriate.
8.2. Temporary Right of Entry Preparation and Submittal
· Prior to entering property, the ENGINEER shall coordinate with the City’s project
manager to identify, mail and obtain Temporary Right of Entry from landowners.
· The documentation shall be provided in conformance with the checklists and
templates available on the City’s document management system resources
folder.
8.3. Subsurface Utility Engineering
Provide Subsurface Utility Engineering (SUE) to Quality Level D, C, B, and A, as
described below. The SUE shall be performed in accordance with CI/ASCE 38-02.
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Quality Level D
· Conduct appropriate investigations (e.g., owner records, County/CITY records,
personal interviews, visual inspections, etc.), to help identify utility owners that
may have facilities within the project limits or that may be affected by the project.
· Collect applicable records (e.g., utility owner base maps, “as built” or record
drawings, permit records, field notes, geographic information system data, oral
histories, etc.) on the existence and approximate location of existing involved
utilities.
· Review records for: evidence or indication of additional available records;
duplicate or conflicting information; need for clarification.
· Develop SUE plan sheets and transfer information on all involved utilities to
appropriate design plan sheets, electronic files, and/or other documents as
required. Exercise professional judgment to resolve conflicting information. For
information depicted, indicate: utility type and ownership; date of depiction;
quality level(s); end points of any utility data; line status (e.g., active, abandoned,
out of service); line size and condition; number of jointly buried cables; and
encasement.
Quality Level C (includes tasks as described for Quality Level D)
· Identify surface features, from project topographic data and from field
observations, that are surface appurtenances of subsurface utilities.
· Include survey and correlation of aerial or ground-mounted utility facilities in
Quality Level C tasks.
· Survey surface features of subsurface utility facilities or systems, if such features
have not already been surveyed by a professional surveyor. If previously
surveyed, check survey data for accuracy and completeness.
· The survey shall also include (in addition to subsurface utility features visible at
the ground surface): determination of invert elevations of any manholes and
vaults; sketches showing interior dimensions and line connections of such
manholes and vaults; any surface markings denoting subsurface utilities,
furnished by utility owners for design purposes.
· Exercise professional judgment to correlate data from different sources, and to
resolve conflicting information.
· Update (or prepare) plan sheets, electronic files, and/or other documents to
reflect the integration of Quality Level D and Quality Level C information.
· Recommend follow-up investigations (e.g., additional surveys, consultation with
utility owners, etc.) as may be needed to further resolve discrepancies.
· Provide Quality Level C to identify overhead utilities on the project and provide
the overhead utility information on the SUE plan sheets.
City of Fort Worth, Texas Page 20 of 26
Attachment A Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
PMO Release Date: 02.06.2015 103998
Page 20 of 26
Level B (includes tasks as described for Quality Level C)
· Select and apply appropriate surface geophysical method(s) to search for and
detect subsurface utilities within the project limits, and/or to trace a particular
utility line or system.
· Based on an interpretation of data, mark the indications of utilities on the ground
surface for subsequent survey. Utilize paint or other method acceptable for
marking of lines.
· Unless otherwise directed, mark centerline of single-conduit lines, and outside
edges of multi-conduit systems.
· Resolve differences between designated utilities and utility records and surveyed
appurtenances.
· Recommend additional measures to resolve differences if they still exist.
Recommendations may include additional or different surface geophysical
methods, exploratory excavation, or upgrade to Quality Level A data.
· As an alternative to the physical marking of lines, the ENGINEER may, with
CITY’s approval, utilize other means of data collection, storage, retrieval, and
reduction, that enables the correlation of surface geophysical data to the project’s
survey control.
Level A
· Expose and locate utilities at specific locations.
· Tie horizontal and vertical location of utility to survey control.
· Provide utility size and configuration.
· Provide paving thickness and type, where applicable.
· Provide general soil type and site conditions and such other pertinent information
as is reasonably ascertainable from each test hole site.
ASSUMPTIONS
Up to Four (4) Level A test holes are included.
DELIVERABLES
A. Drawing of the project layout with dimensions and coordinate list.
B. SUE plan drawings sealed by a professional engineer registered in the State of
Texas.
City of Fort Worth, Texas Page 21 of 26
Attachment A Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
PMO Release Date: 02.06.2015 103998
Page 21 of 26
TASK 9. PERMITTING.
ENGINEER will provide permitting support for the CITY to obtain any and all agreements
and/or permits normally required for a project of this size and type, as follows
9.1 Texas Department of Transportation (TxDOT) Permit
· Meet, negotiate and coordinate to obtain approval of the agency issuing the
agreement and/or permits.
· Completing all forms/applications necessary.
· Submitting forms/applications for CITY and TxDOT review
· Submitting revised forms for agency review
· Responding to agency comments and requests
9.2. Railroad Permit
· Meet, negotiate and coordinate to obtain approval of the agency issuing the
agreement and/or permits.
· Completing all forms/applications necessary.
· Submitting forms/applications for CITY review
· Submitting revised forms for agency review
· Responding to agency comments and requests
9.3 Texas Department of Licensing and Regulation (TDLR)
· Identify and analyze the requirements of the Texas Architectural Barriers Act,
Chapter 68 Texas Administrative Code, and become familiar with the
governmental authorities having jurisdiction to approve the design of the Project.
· ENGINEER is responsible for providing plans that are in compliance with TDLR
requirements.
· Submit construction documents to the TDLR
· Completing all TDLR forms/applications necessary
· Obtain the Notice of Substantial Compliance from the TDLR
· Request an inspection from TDLR or a TDLR locally approved Registered
Accessibility Specialist no later than 30 calendar days after construction
substantial completion. Advise the CITY in writing of the results of the inspection.
· Responding to agency comments and requests
· All costs associated with TDLR plan review and inspections are to be paid by the
ENGINEER during the course of the project.
City of Fort Worth, Texas Page 22 of 26
Attachment A Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
PMO Release Date: 02.06.2015 103998
Page 22 of 26
9.4 Storm Water Pollution Prevention Plan
· For projects that disturb an area greater than one (1) acre, the Contractor will be
responsible for preparing and submitting the Storm Water Pollution Prevention
Plan (SWPPP) with appropriate regulatory agencies. The Engineer will prepare
the iSWM Construction Plan according to the current CITY iSWM Criteria Manual
for Site Development and Construction which will be incorporated into the
SWPPP by the contractor.
9.5 Environmental Services [provide a detailed scope if US Army Corp of Engineers
Section 404 Nationwide Permit or individual permit is required]
· Negotiating and coordinating to obtain approval of the agency issuing the
agreement and/or permits.
· Completing all forms/applications necessary.
· Submitting forms/applications for CITY review
· Submitting revised forms for agency review
· Responding to agency comments and requests
9.6 Floodplain Services [provide detailed scope if CLOMR/LOMR and/or floodplain permit
is required]]
· Meet, negotiate and coordinate to obtain approval of the agency issuing the
agreement and/or permits.
· Completing all forms/applications necessary.
· Submitting forms/applications for CITY review
· Submitting revised forms for agency review
· Responding to agency comments and requests
ASSUMPTIONS
· 1 TDLR permit – online submittal
· Obtain “Designated Agent” from City of Fort Worth for TDLR permitting process
· Permit preparation will begin after approval of the Conceptual Design.
· One (1) meeting is assumed with TDLR inspection
City of Fort Worth, Texas Page 23 of 26
Attachment A Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
PMO Release Date: 02.06.2015 103998
Page 23 of 26
ASSUMPTIONS
· Permit preparation will begin after approval of the Conceptual Design.
· One (1) meeting is assumed with RAS inspector for the TDLR permit.
DELIVERABLES
A. Copies of Permit Applications
B. Copies of Approved Permits
City of Fort Worth, Texas Page 24 of 26
Attachment A Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
PMO Release Date: 02.06.2015 103998
Page 24 of 26
TASK 10. QUALITY CONTROL / QUALITY ASSURANCE
ENGINEER to provide to the City a Quality Control/ Quality Assurance Plan (QC/QA Plan)
outlining the ENGINEER’s method of ensuring the highest levels of design and accuracy are
incorporated into the calculations, plans, specifications, and estimates.
ENGINEER is responsible for and shall coordinate all subconsultant activity to include
quality and consistency of plans.
If, at any time, during the course of reviewing a submittal of any item it becomes apparent to
the CITY that the submittal contains errors, omissions, and inconsistencies, the CITY may
cease its review and return the submittal to the ENGINEER immediately for appropriate
action. A submittal returned to the ENGINEER for this reason may be rejected by the CITY
Project Manager.
10.1. QC/QA of Survey and SUE Data
· The ENGINEER’s Surveyor shall perform Quality Control/ Quality Assurance on
all procedures, field surveys, data, and products prior to delivery to the CITY. The
CITY may also require the ENGINEER’s Surveyor to perform a Quality
Assurance review of the survey and/or subsurface utility engineering (SUE) work
performed by other surveyors and SUE providers.
· ENGINEER’s Surveyor shall certify in writing via a letter that the survey
information provided has undergone a Quality Control/ Quality Assurance
process.
· ENGINEER’s Subsurface Utility Engineering provider shall certify in writing via a
letter that the SUE information provided has undergone a Quality Control/ Quality
Assurance process.
10.2. QC/QA of Design Documentation
· ENGINEER shall perform a QC/QA review of all documents being submitted for
review at all stages of the design including the 30%, 60%, and 90% and Final
Document design review submittals. QA should be performed by an individual
within the firm who is not on the design team.
· ENGINEER is to acknowledge that each item on the Detailed Checklist has been
included by checking “done” on the checklist. If a particular checklist item is not
applicable, this should be indicated by checking “N/A”. If an entire checklist is
not applicable, this should be indicated by checking every item on the list as
“N/A” and still included with the submittal. The ENGINEER shall use the Detailed
Checklist provided by CITY.
· A Comment Resolution Log must be used to document conflicting comments
between reviewers and to highlight comments made by the CITY that the
ENGINEER is not incorporating into the design documents along with the
associated explanation. The ENGINEER shall use the Comment Resolution Log
provided by CITY.
· The documentation of a QC/QA review includes (1) a copy of the color-coded,
original marked-up document (or “check print”) developed during the QA
checking process and/or review forms which sequentially list documents and
associated comments; and (2) a QC sign-off sheet with signatures of the
City of Fort Worth, Texas Page 25 of 26
Attachment A Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
PMO Release Date: 02.06.2015 103998
Page 25 of 26
personnel involved in the checking process. Mark-ups may also be documented
using the Comment Resolution Log.
· Evidence of the QC/QA review will be required to accompany all submittals.
Documentation shall include, but is not limited to, the following items:
- PDF of the completed Detailed Checklists
- PDF of the QC/QA check print of the calculations, plans, specifications, and
estimates demonstrating that a review has been undertaken;
- PDF of previous review comments (if any) and the ENGINERR’s responses
to those comments in the Comment Resolution Log.
· If any of the above information is missing, is incomplete or if any comments are
not adequately addressed; the CITY may contact the ENGINEER and request
the missing information. If the ENGINEER does not respond to the request
within 24 hours, the CITY shall reject the submittal. No additional time will be
granted for a returned submittal.
· If the ENGINEER has not adequately addressed the comments, the submittal
shall be rejected and returned to the ENGINEER immediately to address the
issues.
ASSUMPTIONS
· All submittals to the City will be Quality checked prior to submission.
· A PDF of the QC/QA documentation will be uploaded to the project folder in
Buzzsaw.
DELIVERABLES
A. QC/QA documentation
City of Fort Worth, Texas Page 26 of 26
Attachment A Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
PMO Release Date: 02.06.2015 103998
Page 26 of 26
ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES
Additional Services not included in the existing Scope of Services – CITY and
ENGINEER agree that the following services are beyond the Scope of Services described in
the tasks above. However, ENGINEER can provide these services, if needed, upon – be sure
to track changes. the CITY’s written request. Any additional amounts paid to the ENGINEER
as a result of any material change to the Scope of the Project shall be agreed upon – be sure
to track changes. in writing by both parties before the services are performed. These
additional services include the following:
· Negotiation of easements or property acquisition.
· Services related to development of the CITY’s project financing and/or budget.
· Services related to disputes over pre-qualification, bid protests, bid rejection and re-
bidding of the contract for construction.
· Construction management and inspection services
· Performance of materials testing or specialty testing services.
· Services necessary due to the default of the Contractor.
· Services related to damages caused by fire, flood, earthquake or other acts of God.
· Services related to warranty claims, enforcement and inspection after final completion.
· Services to support, prepare, document, bring, defend, or assist in litigation
undertaken or defended by the CITY.
· Performance of miscellaneous and supplemental services related to the project as
requested by the CITY.
ATTACHMENT B
COMPENSATION
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Attachment B 103998
PMO Official Release Date: 8.09.2012
Page 1 of 4
B-1
Design Services for
Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
City Project No. 103998
Time and Materials with Multiplier Project
I. Compensation
A. The ENGINEER shall be compensated for personnel time, non-labor expenses,
and subcontract expenses in performing services enumerated in Attachment A
as follows:
i. Personnel Time. Personnel time shall be compensated based upon hours
worked directly in performing the PROJECT multiplied by Direct Salaries
multiplied by a factor of 3.25.
Direct Salaries are the amount of wages or salaries paid ENGINEER’s
employees for work directly performed on the PROJECT, exclusive of all payroll-
related taxes, payments, premiums, and benefits.
ii. Non-Labor Expenses. Non-labor expenses shall be reimbursed as Direct
Expenses at invoice or internal office cost.
Direct Expenses (non-labor) include, but are not limited to, mileage, travel and
lodging expenses, mail, supplies, printing and reproduction services, other direct
expenses associated with delivery of the work; plus applicable sales, use, value
added, business transfer, gross receipts, or other similar taxes.
iii. Subcontract Expenses. Subcontract expenses and outside services shall
be reimbursed at cost to ENGINEER plus a markup of ten percent (10%).
iv. Budgets. ENGINEER will make reasonable efforts to complete the work
within the budget and will keep the City informed of progress toward that end so
that the budget or work effort can be adjusted if found necessary.
ENGINEER is not obligated to incur costs beyond the indicated budgets, as may
be adjusted, nor is the City obligated to pay ENGINEER beyond these limits.
If ENGINEER projects, in the course of providing the necessary services, that the
PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether
by change in scope of the project, increased costs or other conditions, the
ENGINEER shall immediately report such fact to the City and, if so instructed by
the City, shall suspend all work hereunder.
When any budget has been increased, ENGINEER’s excess costs expended prior
to such increase will be allowable to the same extent as if such costs had been
incurred after the approved increase.
ATTACHMENT B
COMPENSATION
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Attachment B 103998
PMO Official Release Date: 8.09.2012
Page 2 of 4
B-2
B. The ENGINEER shall be paid monthly payments as described in Section II -
Method of Payment.
II. Method of Payment
A. The ENGINEER shall be paid by the City based upon an invoice created on the
basis of statements prepared from the books and records of account of the
ENGINEER, based on the actual hours and costs expended by the ENGINEER
in performing the work.
B. Each invoice shall be verified as to its accuracy and compliance with the terms of
this Agreement by an officer of the ENGINEER.
C. ENGINEER shall prepare and submit invoices in the format and including content
as presented in Exhibit B-1.
D. Payment of invoices will be subject to certification by the City that such work has
been performed.
III. Progress Reports
A. The ENGINEER shall prepare and submit to the designated representative of the
Transportation and Public Works Department monthly progress reports and
schedules in the format required by the City.
ATTACHMENT B
COMPENSATION
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Attachment B 103998
PMO Official Release Date: 8.09.2012
Page 3 of 4
B-3
IV. Summary of Total Project Fees
Firm Primary Responsibility Fee Amount %
Prime Consultant
LJA Engineering Signal Design, Permitting,
Construction Support Services
$50,720.00 54
Proposed MBE/SBE Sub-Consultants
Lamb-Star Engineering Survey, SUE (LVL A) $22,050 22
GRAM NTX Traffic Data $525.00 0.5
Altura Solutions TDLR Review/Inspections $2,100.00 2
Non-MBE/SBE Consultants
LJA Survey 4 ROW/4 Easements $21,000.00 21.5
TOTAL $96,395.00 100%
Project Number & Name Total Fee MBE/SBE Fee MBE/SBE
%
Basswood Blvd and Old Santa Fe Trail,
Project No. 103998.
$96,395.00 $23,500 24 %
City MBE/SBE Goal = TBD% Consultant Committed Goal = 15 %
EXHIBIT “B-1”
ENGINEER INVOICE
(Supplement to Attachment B)
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Attachment B 103998
PMO Official Release Date: 8.09.2012
Page 4 of 4
B-4
Engineer invoice sample attached
Sample Engineer Invoice
Phone 817.288.1900
City of Fort Worth - Transportation and Public Works Invoice Date:7/15/2022
Attn: Fanta Kaba, P.E.Invoice No.:Draft
200 Texas Street City Project No.: 2621-1801
Fort Worth, Texas 76102 Contract No.:
INVOICE
Description: City of Fort Worth Engineering Design Intersection Improvements
7/01/2022 - 07/31/2022
TASK Contract Remaining Invoiced to Previously Invoice
ITEM #INTERSECTION Amount Balance Date Invoiced Amount
1 Project Management $10,850.00 $10,850.00 $0.00 $0.00 $0.00
1.1 Managing the Team
1.1.1 Internal Team Meetings $820.00 $820.00 $0.00 $0.00 $0.00
1.1.2 QA/QC $1,800.00 $1,800.00 $0.00 $0.00 $0.00
1.2 Communications and Reporting
1.2.1 Pre-Design Coordination Meeting $820.00 $820.00 $0.00 $0.00 $0.00
1.2.2 Monthly Project Update Meetings (Virtual) $1,905.00 $1,905.00 $0.00 $0.00 $0.00
1.2.3 Design Submittal Review Meetings $1,230.00 $1,230.00 $0.00 $0.00 $0.00
1.2.4 Prepare Baseline Schedule $225.00 $225.00 $0.00 $0.00 $0.00
1.2.5 Prepare Monthly Progress Reports with Schedule $1,350.00 $1,350.00 $0.00 $0.00 $0.00
1.2.6 Prepare Monthly MBE/SBE Reports $1,350.00 $1,350.00 $0.00 $0.00 $0.00
1.2.7 Invoicing $1,350.00 $1,350.00 $0.00 $0.00 $0.00
2 Conceptual Design (30-Percent)$21,925.00 $21,925.00 $0.00 $0.00 $0.00
2.1 Data Collection $750.00 $750.00 $0.00 $0.00 $0.00
2.1.1 In-Field Site Distance Evaluation $620.00 $620.00 $0.00 $0.00 $0.00
2.3 Subsurface Utility Engineering $14,100.00 $14,100.00 $0.00 $0.00 $0.00
2.4 Design Drawings $5,820.00 $5,820.00 $0.00 $0.00 $0.00
2.5 Project Decision Log $450.00 $450.00 $0.00 $0.00 $0.00
2.6 Construction Estimate $185.00 $185.00 $0.00 $0.00 $0.00
3 Preliminary Design (60 Percent)$10,935.00 $10,935.00 $0.00 $0.00 $0.00
3.1 Preliminary Design Drawings $8,900.00 $8,900.00 $0.00 $0.00 $0.00
3.3 Constructability Review $410.00 $410.00 $0.00 $0.00 $0.00
3.5 Utility Clearance $555.00 $555.00 $0.00 $0.00 $0.00
3.6 Traffic Control Plan $435.00 $435.00 $0.00 $0.00 $0.00
3.7 Project Decision Log $450.00 $450.00 $0.00 $0.00 $0.00
3.8 Construction Estimate $185.00 $185.00 $0.00 $0.00 $0.00
4 Final Design $8,065.00 $8,065.00 $0.00 $0.00 $0.00
4.1 Final Draft (90%) Construction Plans and Specifications $0.00 $0.00 $0.00
4.1.1 Traffic Signal Design $3,845.00 $3,845.00 $0.00 $0.00 $0.00
4.2 Final (100%) Plans and Specifications $3,360.00 $3,360.00 $0.00 $0.00 $0.00
4.3 Project Decision Logs (90% and 100%) $450.00 $450.00 $0.00 $0.00 $0.00
4.4 Construction Estimates (90% and 100%) $410.00 $410.00 $0.00 $0.00 $0.00
5 Bid Phase $3,560.00 $3,560.00 $0.00 $0.00 $0.00
5.1.2 Issue Addenda $1,535.00 $1,535.00 $0.00 $0.00 $0.00
5.1.3 Attend Pre-bid Conference $675.00 $675.00 $0.00 $0.00 $0.00
5.1.4 Attend Bid Opening $675.00 $675.00 $0.00 $0.00 $0.00
5.1.5 Tabulate Bids and Recommend Award $675.00 $675.00 $0.00 $0.00 $0.00
6 Construction Phase Services $8,360.00 $8,360.00 $0.00 $0.00 $0.00
6.1 Construction Support
6.1.1 Attend Preconstruction Conference (Virtual) $225.00 $225.00 $0.00 $0.00 $0.00
6.1.3 Project Site Visits $1,240.00 $1,240.00 $0.00 $0.00 $0.00
6.1.4 Submittal Review $820.00 $820.00 $0.00 $0.00 $0.00
6.1.5 Request for Information/Change Order Review $3,280.00 $3,280.00 $0.00 $0.00 $0.00
6.1.6 Final Walk Through and Punch List $820.00 $820.00 $0.00 $0.00 $0.00
6.2 Record Drawings $1,975.00 $1,975.00 $0.00 $0.00 $0.00
7 ROW/Easement Services $21,000.00 $21,000.00 $0.00 $0.00 $0.00
7.2 Right-of-Way/Easement Preparation and Submittal $21,000.00 $21,000.00 $0.00 $0.00 $0.00
8 Survey $8,850.00 $8,850.00 $0.00 $0.00 $0.00
8.1 Design Survey $8,850.00 $8,850.00 $0.00 $0.00 $0.00
9 Permitting $2,850.00 $2,850.00 $0.00 $0.00 $0.00
9.6 TDLR $2,850.00 $2,850.00 $0.00 $0.00 $0.00
TOTAL $96,395.00 $96,395.00 $0.00 $0.00 $0.00
TOTAL AMOUNT DUE THIS INVOICE $0.00
3017 W 7th St Ste 300
Suite 300
Fort Worth, TX 76107
www.ljaengineering.com
For Professional Services Rendered:
Sample Engineer Invoice
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Attachment C 103998
PMO Release Date: 05.19.2010
Page 1 of 1
ATTACHMENT “C”
CHANGES AND AMENDMENTS TO STANDARD AGREEMENT
Design Services for
Basswood Blvd and Old Santa Fe Trail, City Project No. 103998
No Changes to Standard Agreement
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Attachment D 103998
Revision Date: 07.20.2018
Page 1 of 1
ATTACHMENT “D”
PROJECT SCHEDULE
A. ENGINEER Project Schedule Development
ENGINEER shall prepare a project schedule for the services to be provided in fulfilling
the requirements of the Agreement and encompassing the Scope of Work defined in
Attachment A to the Agreement.
ENGINEER shall prepare and maintain project schedule throughout the life of the project
as defined in the Agreement in compliance with the City’s Specification 00 31 15 entitled
Engineer Project Schedule.
ENGINEER’s project schedule will follow the Critical Path Methodology (CPM) for
planned sequencing of the work activity and timing of the work.
B. Schedule “Tier” Selection
City has identified three “Tier” levels for project schedules as defined in City’s
Specification 00 31 15, to align with the size and complexity of the project as a basis for
schedule development. City’s Project Manager will determine the “Tier” level for the
ENGINEER’s project schedule as part of the negotiation of the Agreement.
C. Project Baseline Schedule
ENGINEER will produce an initial project schedule and submit as a “baseline” for review
and acceptance by City’s Project Manager as defined in City’s Specification 00 31 15
which will be referred to as the Project Baseline Schedule. Updates to the baseline
schedule follow the requirements of City’s Specification 00 31 15.
D. Project Progress Schedule
ENGINEER will provide to the City, monthly updates to their project schedule indicating
progress of the Work in compliance with the requirements of City’s Specification 00 31
15 and said schedule will be referred to as the Project Progress Schedule.
E. Master Project Schedule
City will develop and maintain a master project schedule for the overall project.
ENGINEER’s project baseline and progress schedule submittals will be an integral part
of the development and updating process of City’s Master Project Schedule.
City of Fort Worth, Texas Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
Attachment E 103998
PMO Release Date: 05.19.2010
Page 1 of 1
ATTACHMENT “E”
PROJECT LOCATION MAP
Design Services for
Basswood Blvd and Old Santa Fe Trail, City Project No. 103998
EXHIBIT F
CFW Standard Insurance Requirements Page 1 of 3
Rev. 5.04.21
CITY OF FORT WORTH
STANDARD INSURANCE REQUIREMENTS
(1) INSURANCE LIMITS
a. Commercial General Liability – Insured shall maintain commercial general
liability (CGL) and, if necessary, commercial umbrella insurance as follows:
$1,000,000 each occurrence
$2,000,000 aggregate
If such Commercial General Liability insurance contains a general aggregate
limit, it shall apply separately to this Project or location.
i. City shall be included as an additional insured with all rights of defense
under the CGL, using ISO additional insured endorsement or a
substitute providing equivalent coverage, and under the commercial
umbrella, if any. This insurance shall apply as primary insurance with
respect to any other insurance or self -insurance programs afforded to
City. The Commercial General Liability insurance policy shall have no
exclusions or endorsements that would alter or nullify:
premises/operations, products/completed operations, contractual,
personal injury, or advertising injury, which are normally contained
within the policy, unless City specifically approves such exclusions in
writing.
ii. Insured waives all rights against City and its agents, officers, directors
and employees for recovery of damages to the extent these damages
are covered by the commercial general liability or commercial umbrella
liability insurance maintained in acco rdance with Agreement.
b. Business Auto – Insured shall maintain business auto liability and, if
necessary, commercial umbrella liability insurance as follows:
$1,000,000 each accident (or reasonably equivalent limits
of coverage if written on a split limit s basis).
Such insurance shall cover liability arising out of “any auto”, including owned,
hired, and non -owned autos, when said vehicle is used in the course of Insured’s
business and/or the Project. If Insured owns no vehicles, coverage for hired or
non-owned autos is acceptable.
Insured waives all rights against City and its agents, officers, directors and
employees for recovery of damages to the extent these damages are
covered by the business auto liability or commercial umbrella liability
insurance obtained by Insured pursuant to this Agreement or under any
applicable auto physical damage coverage.
103998
Traffic Signal Design - Basswood Blvd and Old Santa Fe Trail
CFW Standard Insurance Requirements Page 2 of 3
Rev. 5.04.21
c. Workers’ Compensation – Insured shall maintain workers compensation and
employer ’s liability insurance and, if necessary, commercial umbrella liability
insurance as follows:
Coverage A: statutory limits
Coverage B: $100,000 each accident
$500,000 disease - policy limit
$100,000 disease - each employee
Insured waives all rights against City and its agents, officers, directors and
employees for recovery of damages to the extent these damages are
covered by workers compensation and employer’s liability or commercial
umbrella insurance obtained by Insured pursuant to this Agreement.
d. Professional Liability (Errors & Omissions) – Insured shall maintain
professional liability insurance as follows:
$1,000,000 - Each Claim Limit
$2,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an e ndorsement to
the Commercial General Liability policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other
requirements. Coverage shall be written on a claims-made basis, and
maintained for the duration of th e contractual agreement and for five (5) years
following completion of services provided. The policy shall contain a retroactive
date prior or equal to the Effective Date of the Agreement or the first date of
services to be performed, whichever is earlier. An annual certificate of insurance
shall be submitted to City to evidence coverage.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that Insured has obtained all required
insurance shall be attached to Agreement concurrent with its exe cution. Any
failure to attach the required insurance documentation hereto shall not
constitute a waiver of the insurance requirements.
b. Applicable policies shall be endorsed to name City as an Additional Insured ,
as its interests may appear, and must afford the City the benefit of any
defense provided by the policy . The term City shall include its employees,
officers, officials, and agents as respects the contracted services. Applicable
policies shall each be endorsed with a waiver of subrogation in favor o f City
with respect to the Project.
c. Certificate(s) of insurance shall document that insurance coverage limits
specified in this Agreement are provided under applicable policies
documented thereon. Insured’s insurance policy(s) shall be endorsed to
provide that said insurance is primary protection and any self -funded or
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CFW Standard Insurance Requirements Page 3 of 3
Rev. 5.04.21
commercial coverage maintained by City shall not be called upon to
contribute to loss recovery. Insured’s liability shall not be limited to the
specified amounts of insurance required herein.
d. Other than worker’s compensation insurance, in lieu of traditional
insurance, City may consider alternative coverage or risk treatment
measures through insurance pools or risk retention groups. City must
approve in writing any alternative coverage for it to be accepted.
e. A minimum of thirty (30) days’ notice of cancellation or material change in
coverage shall be provided to City. A ten (10) days’ notice shall be acceptable
in the event of non -payment of pr emium.
f. Insurers must be authorized to do business in the State of Texas and have a
current A.M. Best rating of A:VII or equivalent measure of financial strength
and solvency as determined by the City’s Risk Management division .
g. Any deductible or self -insured retention in excess of $25,000 that would
change or alter the requirements herein is subject to approval in writing by
City, if coverage is not provided on a first -dollar basis. City, at its sole
discretion, may consent to alternative coverage maintaine d through insurance
pools or risk retention groups. Dedicated financial resources or letters of credit
may also be acceptable to City.
h. In the course of the Agreement, Insured shall report, in a timely manner, to
City's Risk Management Department with addit ional notice to the Contract
Compliance Manager , any known loss or occurrence which could give rise
to a liability claim or lawsuit against City or which could result in a property
loss.
i. City shall be entitled, upon its request and without incurring expens e, to
review Insured’s insurance policies including endorsements thereto and, at
City's discretion, Insured may be required to provide proof of insurance
premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a claims -
made basis, shall contain a retroactive date coincident with or prior to the date
of this Agreement . The certificate of insurance shall state both the retroactive
date and that the coverage is claims -made.
k. Coverages, whether written on an occurrence or claims -made basis, shall be
maintained without interruption nor restrictive modification or changes from
date of commencement of the Project until final payment and termination of
any coverage required to be maintained after final payments.
l. City shall not be res ponsible for the direct payment of any insurance
premiums required by Agreement.
m. Subcontractors of Insured shall be required by Insured to maintain the same
or reasonably equivalent insurance coverage as required for Insured . Upon
City’s request, Insured shall provide City with documentation thereof.
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COMMERCIAL AUTOMOBILE
HA99160312
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL AUTOMOBILE BROAD FORM
ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other
provisions of the Coverage Form, the provisions of this endorsement apply.
1. BROAD FORM INSURED d. Any "employee" of yours while using a
A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or
Formed Organizations borrow in your business or your
The Named Insured shown in the personal affairs.
Declarations is amended to include: C. Lessors as Insureds
(1) Any legal business entity other than a
partnership or joint venture, formed as a
subsidiary in which you have an
ownership interest of more than 50°/o on
the effective date of the Coverage Form.
However, the Named Insured does not
include any subsidiary that is an
"insured" under any other automobile
policy or would be an "insured" under
such a policy but for its termination or
the exhaustion of its Limit of Insurance.
(2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the Named Insured does not include any
newly formed or acquired organization:
(a) That is a partnership or joint
venture,
(b) That is an "insured" under any other
policy,
(c) That has exhausted its Limit of
Insurance under any other policy, or
(d) 180 days or more after its
acquisition or formation by you,
unless you have given us notice of
the acquisition or formation.
Coverage does not apply to "bodily
injury" or "property damage" that results
from an "accident" that occurred before
you formed or acquired the organization.
B. Employees as Insureds
Paragraph A.1. - WHO IS AN INSURED - of
SECTION II - LIABILITY COVERAGE is
amended to add:
Paragraph A.1. - WHO IS AN INSURED - of
Section II - Liability Coverage is amended to
add:
e. The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(1) The agreement requires you to
provide direct primary insurance for
the lessor and
(2) The "auto" is leased without a driver.
Such a leased "auto" will be considered a
covered "auto" you own and not a covered
"auto" you hire.
D. Additional Insured if Required by Contract
(1) Paragraph A.1. - WHO IS AN INSURED
- of Section II - Liability Coverage is
amended to add:
f. When you have agreed, in a written
contract or written agreement, that a
person or organization be added as
an additional insured on your
business auto policy, such person or
organization is an "insured", but only
to the extent such person or
organization is liable for "bodily
injury" or "property damage" caused
by the conduct of an "insured" under
paragraphs a. or b. of Who Is An
Insured with regard to the
ownership, maintenance or use of a
covered "auto."
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The insurance afforded to any such
additional insured applies only if the
"bodily injury" or "property damage"
occurs:
(1) During the policy period, and
(2) Subsequent to the execution of such
written contract, and
(3) Prior to the expiration of the period
of time that the written contract
requires such insurance be provided
to the additional insured.
(2) How Limits Apply
If you have agreed in a written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
most we will pay on behalf of such
additional insured is the lesser of:
(a) The limits of insurance specified in
the written contract or written
agreement; or
(b) The Limits of Insurance shown in
the Declarations.
Such amount shall be a part of and not
in addition to Limits of Insurance shown
in the Declarations and described in this
Section.
(3) Additional Insureds Other Insurance
If we cover a claim or "suiY' under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional
insured must submit such claim or "suit"
to the other insurer for defense and
indemnity.
However, this provision does not apply
to the extent that you have agreed in a
written contract or written agreement
that this insurance is primary and non-
contributory with the additional insured's
own insurance.
(4) Duties in The Event Of Accident, Claim,
Suit or Loss
If you have agreed in a written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
additional insured shall be required to
comply with the provisions in LOSS
CONDITIONS 2. - DUTIES IN THE
EVENT OF ACCIDENT, CLAIM , SUIT
OR LOSS — OF SECTION IV —
BUSINESS AUTO CONDITIONS, in the
same manner as the Named Insured.
E. Primary and Non-Contributory if
Required by Contract
Only with respect to insurance provided to
an additional insured in 1.D. - Additional
Insured if Required by Contract, the
following provisions apply:
(3) Primary Insurance When Required By
Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be
primary. If other insurance is also
primary, we will share with all that other
insurance by the method described in
Other Insurance 5.d.
(4) Primary And Non-Contributory To Other
Insurance When Required By Contract
If you have agreed in a written contract
or written agreement that this insurance
is primary and non-contributory with the
additional insured's own insurance, this
insurance is primary and we will not
seek contribution from that other
insurance.
Paragraphs (3) and (4) do not apply to other
insurance to which the additional insured
has been added as an additional insured.
When this insurance is excess, we will have no
duty to defend the insured against any "suit" if
any other insurer has a duty to defend the
insured against that "suit". If no other insurer
defends, we will undertake to do so, but we will
be entitled to the insured's rights against all
those other insurers.
When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the sum
of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.
We will share the remaining loss, if any, by the
method described in Other Insurance 5.d.
2. AUTOS RENTED BY EMPLOYEES
Any "auto" hired or rented by your "employee"
on your behalf and at your direction will be
considered an "auto" you hire.
The OTHER INSURANCE Condition is amended
by adding the following:
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If an "employee's" personal insurance also
applies on an excess basis to a covered "auto"
hired or rented by your "employee" on your
behalf and at your direction, this insurance will
be primary to the "employee's" personal
insurance.
3. AMENDED FELLOW EMPLOYEE EXCLUSION
EXCLUSION 5. - FELLOW EMPLOYEE - of
SECTION II - LIABILITY COVERAGE does not
apply if you have workers' compensation
insurance in-force covering all of your
"employees".
Coverage is excess over any other collectible
insurance.
4. HIRED AUTO PHYSICAL DAMAGE COVERAGE
If hired "autos" are covered "autos" for Liability
Coverage and if Comprehensive, Specified
Causes of Loss, or Collision coverages are
provided under this Coverage Form for any
"auto" you own, then the Physical Damage
Coverages provided are extended to "autos" you
hire or borrow, subject to the following limit.
The most we will pay for "loss" to any hired
"auto" is:
(1) $100,000;
(2) The actual cash value of the damaged or
stolen property at the time of the "loss"; or
(3) The cost of repairing or replacing the
damaged or stolen property,
whichever is smallest, minus a deductible. The
deductible will be equal to the largest deductible
applicable to any owned "auto" for that
coverage. No deductible applies to "loss" caused
by fire or lightning. Hired Auto Physical Damage
coverage is excess over any other collectible
insurance. Subject to the above limit, deductible
and excess provisions, we will provide coverage
equal to the broadest coverage applicable to any
covered "auto" you own.
We will also cover loss of use of the hired "auto"
if it results from an "accident", you are legally
liable and the lessor incurs an actual financial
loss, subject to a maximum of $1000 per
"accident".
This extension of coverage does not apply to
any "auto" you hire or borrow from any of your
"employees", partners (if you are a partnership),
members (if you are a limited liability company),
or members of their households.
5. PHYSICAL DAMAGE - ADDITIONAL
TEMPORARY TRANSPORTATION EXPENSE
COVERAGE
Paragraph A.4.a. of SECTION III - PHYSICAL
DAMAGE COVERAGE is amended to provide a
limit of $50 per day and a maximum limit of
$1,000.
6. LOAN/LEASE GAP COVERAGE
Under SECTION III - PHYSICAL DAMAGE
COVERAGE, in the event of a total "loss" to a
covered "auto", we will pay your additional legal
obligation for any difference between the actual
cash value of the "auto" at the time of the "loss"
and the "outstanding balance" of the loan/lease.
"Outstanding balance" means the amount you
owe on the loan/lease at the time of "loss" less
any amounts representing taxes; overdue
payments; penalties, interest or charges
resulting from overdue payments; additional
mileage charges; excess wear and tear charges;
lease termination fees; security deposits not
returned by the lessor; costs for extended
warranties, credit life Insurance, health, accident
or disability insurance purchased with the loan or
lease; and carry-over balances from previous
loans or leases.
7. AIRBAG COVERAGE
Under Paragraph B. EXCLUSIONS - of
SECTION III - PHYSICAL DAMAGE
COVERAGE, the following is added:
The exclusion relating to mechanical breakdown
does not apply to the accidental discharge of an
airbag.
8. ELECTRONIC EQUIPMENT - BROADENED
COVERAGE
a. The exceptions to Paragraphs B.4 -
EXCLUSIONS - of SECTION III - PHYSICAL
DAMAGE COVERAGE are replaced by the
following:
Exclusions 4.c. and 4.d. do not apply to
equipment designed to be operated solely
by use of the power from the "auto's"
electrical system that, at the time of "loss",
is:
(1) Permanently installed in or upon
the covered "auto";
(2) Removable from a housing unit
which is permanently installed in
or upon the covered "auto";
(3) An integral part of the same unit
housing any electronic
equipment described in
Paragraphs (1) and (2) above; or
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(4) Necessary for the normal
operation of the covered "auto" or
the monitoring of the covered
"auto's" operating system.
b.Section III — Version CA 00 01 03 10 of the
Business Auto Coverage Form, Physical
Damage Coverage, Limit of Insurance,
Paragraph C.2 and Version CA 00 01 10 01 of
the Business Auto Coverage Form, Physical
Damage Coverage, Limit of Insurance,
Paragraph C are each amended to add the
following:
$1,500 is the most we will pay for "loss" in
any one "accident" to all electronic
equipment (other than equipment designed
solely for the reproduction of sound, and
accessories used with such equipment)
that reproduces, receives or transmits
audio, visual or data signals which, at the
time of "loss", is:
(1) Permanently installed in or upon
the covered "auto" in a housing,
opening or other location that is not
normally used by the "auto"
manufacturer for the installation of
such equipment;
(2) Removable from a permanently
installed housing unit as described
in Paragraph 2.a. above or is an
integral part of that equipment; or
(3) An integral part of such equipment.
c. For each covered "auto", should loss be limited
to electronic equipment only, our obligation to
pay for, repair, return or replace damaged or
stolen electronic equipment will be reduced by
the applicable deductible shown in the
Declarations, or $250, whichever deductible is
less.
9. EXTRA EXPENSE - BROADENED
COVERAGE
Under Paragraph A. - COVERAGE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, we will
pay for the expense of returning a stolen covered
"auto" to you.
10. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Under Paragraph D. - DEDUCTIBLE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, the
following is added:
If another Hartford Financial Services Group,
Inc. company policy or coverage form that is not
an automobile policy or coverage form applies to
the same "accidenY', the following applies:
(1) If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived;
(2) If the deductible under this Business Auto
Coverage Form is not the smaller (or
smallest) deductible, it will be reduced by
the amount of the smaller (or smallest)
deductible.
12. AMENDED DUTIES IN THE EVENT OF
ACCIDENT, CLAIM, SUIT OR LOSS
The requirement in LOSS CONDITIONS 2.a. -
DUTIES IN THE EVENT OF ACCIDENT,CLAIM,
SUIT OR LOSS - of SECTION IV - BUSINESS
AUTO CONDITIONS that you must notify us of
an "accidenY' applies only when the "accident" is
known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer or insurance manager, if
you are a corporation.
13. UNINTENTIONAL FAILURE TO DISCLOSE
HAZARDS
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we
will not deny coverage under this Coverage
Form because of such failure.
14. HIRED AUTO - COVERAGE TERRITORY
Paragraph e. of GENERAL CONDITIONS 7. -
POLICY PERIOD, COVERAGE TERRITORY -
of SECTION IV - BUSINESS AUTO
CONDITIONS is replaced by the following:
e. For short-term hired "autos", the coverage
territory with respect to Liability Coverage is
anywhere in the world provided that if the
"insured's" responsibility to pay damages for
"bodily injury" or "property damage" is
determined in a"suit," the "suiY' is brought in
the United States of America, the territories
and possessions of the United States of
America, Puerto Rico or Canada or in a
settlement we agree to.
No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION
glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY
11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV -
Under Paragraph D. - DEDUCTIBLE - of SECTION BUSINESS AUTO CONDITIONS is amended by
III - PHYSICAL DAMAGE COVERAGE, the adding the following:
following is added:
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We waive any right of recovery we may have
against any person or organization with whom
you have a written contract that requires such
waiver because of payments we make for
damages under this Coverage Form.
16. RESULTANT MENTAL ANGUISH COVERAGE
The definition of "bodily injury" in SECTION V-
DEFINITIONS is replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death resulting from any of
these.
17. EXTENDED CANCELLATION CONDITION
Paragraph 2. of the COMMON POLICY
CONDITIONS - CANCELLATION - applies
except as follows:
If we cancel for any reason other than
nonpayment of premium, we will mail or deliver
to the first Named Insured written notice of
cancellation at least 60 days before the effective
date of cancellation.
18. HYBRID, ELECTRIC, OR NATURAL GAS
VEHICLE PAYMENT COVERAGE
In the event of a total loss to a"non-hybrid" auto
for which Comprehensive, Specified Causes of
Loss, or Collision coverages are provided under
this Coverage Form, then such Physical
Damage Coverages are amended as follows:
a.lf the auto is replaced with a"hybrid" auto or
an auto powered solely by electricity or natural
gas, we will pay an additional 10%, to a
maximum of $2,500, of the "non-hybrid" auto's
actual cash value or replacement cost,
whichever is less,
b.The auto must be replaced and a copy of a bill
of sale or new lease agreement received by us
within 60 calendar days of the date of "loss,"
c. Regardless of the number of autos deemed a
total loss, the most we will pay under this
Hybrid, Electric, or Natural Gas Vehicle
Payment Coverage provision for any one
"loss" is $10,000.
For the purposes of the coverage provision,
a.A "non-hybrid" auto is defined as an auto that
uses only an internal combustion engine to
move the auto but does not include autos
powered solely by electricity or natural gas.
b.A "hybrid" auto is defined as an auto with an
internal combustion engine and one or more
electric motors; and that uses the internal
combustion engine and one or more electric
motors to move the auto, or the internal
combustion engine to charge one or more
electric motors, which move the auto.
19. VEHICLE WRAP COVERAGE
In the event of a total loss to an "auto" for which
Comprehensive, Specified Causes of Loss, or
Collision coverages are provided under this
Coverage Form, then such Physical Damage
Coverages are amended to add the following:
In addition to the actual cash value of the "auto",
we will pay up to $1,000 for vinyl vehicle wraps
which are displayed on the covered "auto" at the
time of total loss. Regardless of the number of
autos deemed a total loss, the most we will pay
under this Vehicle Wrap Coverage provision for
any one "loss" is $5,000. For purposes of this
coverage provision, signs or other graphics
painted or magnetically affixed to the vehicle are
not considered vehicle wraps.
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POLICY NUMBER: 61 UUN OL5145
COMMERCIAL GENERAL LIABILITY
CG 20 37 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location And Description Of Completed Operations
BLANKET BLANKET
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in whole or in part, by
"your work" at the location designated and
described in the Schedule of this endorsement
perFormed for that additional insured and
included in the "products-completed operations
hazard".
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
insurance 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.
CG 20 37 04 13
B. With respect to the insurance afforded to these
additional insureds, the following is added to Section III
— Limits Of 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:
1. Required by the contract or agreement; or
2. Available under the applicable Limits of Insurance
shown in the Declarations;
whichever is less.
This endorsement shall not increase the applicable
Limits of Insurance shown in the Declarations.
O Insurance Services Office, Inc., 2012
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.
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COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage.
Read the entire policy carefully to determine rights,
duties and what is and is not covered.
Throughout this policy the words "you" and "your"
refer to the Named Insured shown in the
Declarations, and any other person or organization
qualifying as a Named Insured under this policy. The
words "we", "us" and "our" refer to the stock
insurance company member of The Hartford
providing this insurance.
The word "insured" means any person or
organization qualifying as such under Section II -
Who Is An Insured.
Other words and phrases that appear in quotation
marks have special meaning. Refer to Section V-
Definitions.
SECTION I - COVERAGES
COVERAGE A BODILY INJURY AND PROPERTY
DAMAGE LIABILITY
1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as damages
because of "bodily injury" or "property
damage" to which this insurance applies. We
will have the right and duty to defend the
insured against any "suit" seeking those
damages. However, we will have no duty to
defend the insured against any "suit" seeking
damages for "bodily injury" or "property
damage" to which this insurance does not
apply. We may, at our discretion, investigate
any "occurrence" and settle any claim or "suit"
that may result. But:
(1) The amount we will pay for damages is
limited as described in Section III - Limits
Of Insurance; and
(2) Our right and duty to defend ends when
we have used up the applicable limit of
insurance in the payment of judgments or
settlements under Coverages A or B or
medical expenses under Coverage C.
No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Supplementary
Payments - Coverages A and B.
b. This insurance applies to "bodily injury" and
"property damage" only if:
(1) The "bodily injury" or "property damage" is
caused by an "occurrence" that takes
place in the "coverage territory";
(2) The "bodily injury" or "property damage"
occurs during the policy period; and
(3) Prior to the policy period, no insured listed
under Paragraph 1. of Section II - Who Is
An Insured and no "employee" authorized
by you to give or receive notice of an
"occurrence" or claim, knew that the
"bodily injury" or "property damage" had
occurred, in whole or in part. If such a
listed insured or authorized "employee"
knew, prior to the policy period, that the
"bodily injury" or "property damage"
occurred, then any continuation, change
or resumption of such "bodily injury" or
"property damage" during or after the
policy period will be deemed to have been
known prior to the policy period.
c. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any
insured listed under Paragraph 1. of Section II
- Who Is An Insured or any "employee"
authorized by you to give or receive notice of
an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily
injury" or "property damage" to us or any
other insurer;
(2) Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
(3) Becomes aware by any other means that
"bodily injury" or "property damage" has
occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or
death resulting at any time from the "bodily
injury".
e. Incidental Medical Malpractice And Good
Samaritan Coverage
"Bodily injury" arising out of the rendering of
or failure to render the following health care
services by any "employee" or "volunteer
worker" shall be deemed to be caused by an
"occurrence" for:
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(1) Professional health care services such as:
(a) Medical, surgical, dental, laboratory, x-
ray or nursing services or treatment,
advice or instruction, or the related
furnishing of food or beverages;
(b) Any health or therapeutic service,
treatment, advice or instruction; or
(c) The furnishing or dispensing of drugs
or medical, dental, or surgical supplies
or appliances; or
(2) First aid services, which include:
(a) Cardiopulmonary resuscitation,
whether performed manually or with a
defibrillator; or
(b) Services performed as a Good
Samaritan.
For the purpose of determining the limits of
insurance, any act or omission together with
all related acts or omissions in the furnishing
of these services to any one person will be
considered one "occurrence".
However, this Incidental Medical Malpractice
And Good Samaritan Coverage provision
applies only if you are not engaged in the
business or occupation of providing any of the
services described in this provision.
2. Exclusions
This insurance does not apply to:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected
or intended from the standpoint of the
insured. This exclusion does not apply to
"bodily injury" or "property damage" resulting
from the use of reasonable force to protect
persons or property.
b. Contractual Liability
"Bodily injury" or "property damage" for which
the insured is obligated to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does
not apply to liability for damages:
(1) That the insured would have in the
absence of the contract or agreement; or
(2) Assumed in a contract or agreement that
is an "insured contract", provided the
"bodily injury" or "property damage"
occurs subsequent to the execution of the
contract or agreement. Solely for the
purposes of liability assumed in an
"insured contract", reasonable attorney
fees and necessary litigation expenses
incurred by or for a party other than an
insured are deemed to be damages
because of "bodily injury" or "property
damage", provided:
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(a) Liability to such party for, or for the
cost of, that party's defense has also
been assumed in the same "insured
contracY'; and
(b) Such attorney fees and litigation
expenses are for defense of that party
against a civil or alternative dispute
resolution proceeding in which
damages to which this insurance
applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for which
any insured may be held liable by reason of:
(1) Causing or contributing to the intoxication
of any person;
(2) The furnishing of alcoholic beverages to a
person under the legal drinking age or
under the influence of alcohol; or
(3) Any statute, ordinance or regulation
relating to the sale, gift, distribution or use
of alcoholic beverages.
This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in:
(a) The supervision, hiring, employment,
training or monitoring of others by that
insured; or
(b) Providing or failing to provide
transportation with respect to any
person that may be under the influence
of alcohol;
if the "occurrence" which caused the "bodily
injury" or "property damage", involved that
which is described in Paragraph (1), (2) or (3)
above.
However, this exclusion applies only if you
are in the business of manufacturing,
distributing, selling, serving or furnishing
alcoholic beverages. For the purposes of this
exclusion, permitting a person to bring
alcoholic beverages on your premises, for
consumption on your premises, whether or
not a fee is charged or a license is required
for such activity, is not by itself considered the
business of selling, serving or furnishing
alcoholic beverages.
d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers'
compensation, disability benefits or
unemployment compensation law or any
similar law.
e. Employer's Liability
"Bodily injury" to:
(1) An "employee" of the insured arising out of
and in the course of:
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(a) Employment by the insured; or
(b) Performing duties related to the
conduct of the insured's business; or
(2) The spouse, child, parent, brother or sister
of that "employee" as a consequence of
Paragraph (1) above.
This exclusion applies:
(1) Whether the insured may be liable as an
employer or in any other capacity; and
(2) To any obligation to share damages with
or repay someone else who must pay
damages because of the injury.
This exclusion does not apply to liability
assumed by the insured under an "insured
contract".
f. Pollution
(1) "Bodily injury" or "property damage"
arising out of the actual, alleged or
threatened discharge, dispersal, seepage,
migration, release or escape of
"pollutants":
(a) At or from any premises, site or
location which is or was at any time
owned or occupied by, or rented or
loaned to, any insured. However, this
subparagraph does not apply to:
(i) "Bodily injury" if sustained within a
building and caused by smoke,
fumes, vapor or soot produced by
or originating from equipment that
is used to heat, cool or dehumidify
the building, or equipment that is
used to heat water for personal
use, by the building's occupants or
their guests;
(ii) "Bodily injury" or "property damage"
for which you may be held liable, if
you are a contractor and the owner
or lessee of such premises, site or
location has been added to your
policy as an additional insured with
respect to your ongoing operations
performed for that additional
insured at that premises, site or
location and such premises, site or
location is not and never was
owned or occupied by, or rented or
loaned to, any insured, other than
that additional insured; or
(iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes
from a "hostile fire";
(b) At or from any premises, site or
location which is or was at any time
used by or for any insured or others for
the handling, storage, disposal,
processing or treatment of waste;
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(c) Which are or were at any time
transported, handled, stored, treated,
disposed of, or processed as waste by
or for:
(i) Any insured; or
(ii) Any person or organization for
whom you may be legally
responsible;
(d) At or from any premises, site or
location on which any insured or any
contractors or subcontractors working
directly or indirectly on any insured's
behalf are performing operations if the
"pollutants" are brought on or to the
premises, site or location in connection
with such operations by such insured,
contractor or subcontractor. However,
this subparagraph does not apply to:
(i) "Bodily injury" or "property damage"
arising out of the escape of fuels,
lubricants or other operating fluids
which are needed to perform the
normal electrical, hydraulic or
mechanical functions necessary for
the operation of "mobile equipment"
or its parts, if such fuels, lubricants
or other operating fluids escape
from a vehicle part designed to
hold, store or receive them. This
exception does not apply if the
"bodily injury" or "property damage"
arises out of the intentional
discharge, dispersal or release of
the fuels, lubricants or other
operating fluids, or if such fuels,
lubricants or other operating fluids
are brought on or to the premises,
site or location with the intent that
they be discharged, dispersed or
released as part of the operations
being performed by such insured,
contractor or subcontractor;
(ii) "Bodily injury" or "property damage"
sustained within a building and
caused by the release of gases,
fumes or vapors from materials
brought into that building in
connection with operations being
performed by you or on your behalf
by a contractor or subcontractor; or
(iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes
from a "hostile fire"; or
(e) At or from any premises, site or
location on which any insured or any
contractors or subcontractors working
directly or indirectly on any insured's
behalf are performing operations if the
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operations are to test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of,
"pollutants".
(2) Any loss, cost or expense arising out of
any:
(a) Request, demand, order or statutory or
regulatory requirement that any
insured or others test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of,
"pollutants"; or
(b) Claim or suit by or on behalf of a
governmental authority for damages
because of testing for, monitoring,
cleaning up, removing, containing,
treating, detoxifying or neutralizing, or
in any way responding to, or assessing
the effects of, "pollutants".
However, this paragraph does not apply to
liability for damages because of "property
damage" that the insured would have in
the absence of such request, demand,
order or statutory or regulatory
requirement, or such claim or "suit" by or
on behalf of a governmental authority.
g. Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any aircraft, "auto" or
watercraft owned or operated by or rented or
loaned to any insured. Use includes operation
and "loading or unloading".
This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft, "auto" or watercraft that is owned
or operated by or rented or loaned to any
insured.
This exclusion does not apply to:
(1) A watercraft while ashore on premises you
own or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons for a
charge;
(3) Parking an "auto" on, or on the ways next
to, premises you own or rent, provided the
"auto" is not owned by or rented or loaned
to you or the insured;
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(4) Liability assumed under any "insured
contract" for the ownership, maintenance
or use of aircraft or watercraft;
(5) "Bodily injury" or "property damage"
arising out of:
(a) The operation of machinery or
equipment that is attached to, or part
of, a land vehicle that would qualify
under the definition of "mobile
equipment" if it were not subject to a
compulsory or financial responsibility
law or other motor vehicle insurance
law where it is licensed or principally
garaged; or
(b) The operation of any of the machinery
or equipment listed in Paragraph f.(2)
or f.(3) of the definition of "mobile
equipment"; or
(6) An aircraft that is not owned by any
insured and is hired, chartered or loaned
with a paid crew. However, this exception
does not apply if the insured has any other
insurance for such "bodily injury" or
"property damage", whether the other
insurance is primary, excess, contingent
or on any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage" arising
out of:
(1) The transportation of "mobile equipmenY'
by an "auto" owned or operated by or
rented or loaned to any insured; or
(2) The use of "mobile equipment" in, or while
in practice for, or while being prepared for,
any prearranged racing, speed,
demolition, or stunting activity.
i. War
"Bodily injury" or "property damage", however
caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any
government, sovereign or other authority
using military personnel or other agents;
or
(3) Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.
j. Damage To Property
"Property damage" to:
(1) Property you own, rent, or occupy,
including any costs or expenses incurred
by you, or any other person, organization
or entity, for repair, replacement,
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enhancement, restoration or maintenance
of such property for any reason, including
prevention of injury to a person or damage
to another's property;
(2) Premises you sell, give away or abandon,
if the "property damage" arises out of any
part of those premises;
(3) Property loaned to you;
(4) Personal property in the care, custody or
control of the insured;
(5) That particular part of real property on
which you or any contractors or
subcontractors
working directly or indirectly on your behalf
are performing operations, if the "property
damage" arises out of those operations; or
(6) That particular part of any property that
must be restored, repaired or replaced
because "your work" was incorrectly
performed on it.
Paragraphs (1), (3) and (4) of this exclusion
do not apply to "property damage" (other than
damage by fire) to premises, including the
contents of such premises, rented to you for a
period of seven or fewer consecutive days. A
separate limit of insurance applies to Damage
To Premises Rented To You as described in
Section III - Limits Of Insurance.
Paragraph (2) of this exclusion does not apply
if the premises are "your work" and were
never occupied, rented or held for rental by
you.
Paragraphs (3) and (4) of this exclusion do
not apply to "property damage" arising from
the use of elevators.
Paragraphs (3), (4), (5) and (6) of this
exclusion do not apply to liability assumed
under a sidetrack agreement.
Paragraphs (3) and (4) of this exclusion do
not apply to "property damage" to borrowed
equipment while not being used to perform
operations at the job site.
Paragraph (6) of this exclusion does not apply
to "property damage" included in the
"products-completed operations hazard".
k. Damage To Your Product
"Property damage" to "your product" arising
out of it or any part of it.
Damage To Your Work
"Property damage" to "your work" arising out
of it or any part of it and included in the
"products-completed operations hazard".
This exclusion does not apply if the damaged
work or the work out of which the damage
arises was performed on your behalf by a
subcontractor.
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m. Damage To Impaired Property Or Property
Not Physically Injured
"Property damage" to "impaired property" or
property that has not been physically injured,
arising out of:
(1) A defect, deficiency, inadequacy or
dangerous condition in "your product" or
"your work"; or
(2) A delay or failure by you or anyone acting
on your behalf to perform a contract or
agreement in accordance with its terms.
This exclusion does not apply to the loss of
use of other property arising out of sudden
and accidental physical injury to "your
product" or "your work" after it has been put
to its intended use.
n. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the loss
of use, withdrawal, recall, inspection, repair,
replacement, adjustment, removal or disposal
of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
if such product, work, or property is withdrawn
or recalled from the market or from use by
any person or organization because of a
known or suspected defect, deficiency,
inadequacy or dangerous condition in it.
o. Personal And Advertising Injury
"Bodily injury" arising out of "personal and
advertising injury".
p. Access or Disclosure Of Confidential Or
Personal Information And Data-related
Liability
Damages arising out of:
(1) Any access to or disclosure of any
person's or organization's confidential or
personal information, including patents,
trade secrets, processing methods,
customer lists, financial information, credit
card information, health information or any
other type of nonpublic information; or
(2) The loss of, loss of use of, damage to,
corruption of, inability to access, or
inability to manipulate electronic data.
This exclusion applies even if damages are
claimed for notification costs, credit
monitoring expenses, forensic expenses,
public relations expenses or any other loss,
cost or expense incurred by you or others
arising out of that which is described in
Paragraph (1) or (2) above.
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However, unless Paragraph (1) above
applies, this exclusion does not apply to
damages because of "bodily injury".
As used in this exclusion, electronic data
means information, facts or programs stored
as or on, created or used on, or transmitted to
or from computer software, including systems
and applications software, hard or floppy
disks, CD-ROMS, tapes, drives, cells, data
processing devices or any other media which
are used with electronically controlled
equipment.
q. Employment-Related Practices
"Bodily injury" to:
(1) A person arising out of any "employment-
related practices"; or
(2) The spouse, child, parent, brother or sister
of that person as a consequence of "bodily
injury" to that person at whom any
"employment-related practices" are
directed.
This exclusion applies:
(1) Whether the injury-causing event
described in the definition of "employment-
related practices" occurs before
employment, during employment or after
employment of that person;
(2) Whether the insured may be liable as an
employer or in any other capacity; and
(3) To any obligation to share damages with
or repay someone else who must pay
damages because of the injury.
r. Asbestos
(1) "Bodily injury" or "property damage"
arising out of the "asbestos hazard".
(2) Any damages, judgments, settlements,
loss, costs or expenses that:
(a) May be awarded or incurred by reason
of any claim or suit alleging actual or
threatened injury or damage of any
nature or kind to persons or property
which would not have occurred in
whole or in part but for the "asbestos
hazard";
(b) Arise out of any request, demand,
order or statutory or regulatory
requirement that any insured or others
test for, monitor, clean up, remove,
encapsulate, contain, treat, detoxify or
neutralize or in any way respond to or
assess the effects of an "asbestos
hazard"; or
(c) Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
Page 6 of 21
detoxifying or neutralizing or in any
way responding to or assessing the
effects of an "asbestos hazard".
s. Recording And Distribution Of Material Or
Information In Violation Of Law
"Bodily injury" or "property damage" arising
directly or indirectly out of any action or
omission that violates or is alleged to violate:
(1) The Telephone Consumer Protection Act
(TCPA), including any amendment of or
addition to such law;
(2) The CAN-SPAM Act of 2003, including
any amendment of or addition to such law;
(3) The Fair Credit Reporting Act (FCRA), and
any amendment of or addition to such law,
including the Fair and Accurate Credit
Transaction Act (FACTA); or
(4) Any federal, state or local statute,
ordinance or regulation, other than the
TCPA or CAN-SPAM Act of 2003 or FCRA
and their amendments and additions, that
addresses, prohibits or limits the printing,
dissemination, disposal, collecting,
recording, sending, transmitting,
communicating or distribution of material
or information.
Damage To Premises Rented To You -
Exception For Damage By Fire, Lightning Or
Explosion
F�cclusions c. through h. and j. through n. do not
apply to damage by fire, lightning or explosion to
premises while rented to you or temporarily
occupied by you with permission of the owner. A
separate limit of insurance applies to this
coverage as described in Section III - Limits Of
Insurance.
COVERAGE B PERSONAL AND ADVERTISING
INJURY LIABILITY
1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as damages
because of "personal and advertising injury"
to which this insurance applies. We will have
the right and duty to defend the insured
against any "suit" seeking those damages.
However, we will have no duty to defend the
insured against any "suit" seeking damages
for "personal and advertising injury" to which
this insurance does not apply. We may, at our
discretion, investigate any offense and settle
any claim or "suit" that may result. But:
(1) The amount we will pay for damages is
limited as described in Section III - Limits
Of Insurance; and
(2) Our right and duty to defend end when we
have used up the applicable limit of
insurance in the payment of judgments or
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settlements under Coverages A or B or
medical expenses under Coverage C.
No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Supplementary
Payments - Coverages A and B.
b. This insurance applies to "personal and
advertising injury" caused by an offense
arising out of your business but only if the
offense was committed in the "coverage
territory" during the policy period.
2. Exclusions
This insurance does not apply to:
a. Knowing Violation Of Rights Of Another
"Personal and advertising injury" arising out of
an offense committed by, at the direction or
with the consent or acquiescence of the
insured with the expectation of inflicting
"personal and advertising injury".
b. Material Published With Knowledge Of
Falsity
"Personal and advertising injury" arising out of
oral, written or electronic publication, in any
manner, of material, if done by or at the
direction of the insured with knowledge of its
falsity.
c. Material Published Prior To Policy Period
"Personal and advertising injury" arising out of
oral, written or electronic publication, in any
manner, of material whose first publication
took place before the beginning of the policy
period.
d. Criminal Acts
"Personal and advertising injury" arising out of
a criminal act committed by or at the direction
of the insured.
e. Contractual Liability
"Personal and advertising injury" for which the
insured has assumed liability in a contract or
agreement. This exclusion does not apply to
liability for damages that the insured would
have in the absence of the contract or
agreement.
f. Breach Of Contract
"Personal and advertising injury" arising out of a
breach of contract, except an implied contract to
use another's "advertising idea" in your
"advertisement".
g. Quality Or PerFormance Of Goods - Failure
To Conform To Statements
"Personal and advertising injury" arising out of
the failure of goods, products or services to
conform with any statement of quality or
performance made in your "advertisement".
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h. Wrong Description Of Prices
"Personal and advertising injury" arising out of
the wrong description of the price of goods,
products or services.
i. Infringement Of Intellectual Property
Rights
(1) "Personal and advertising injury" arising
out of any actual or alleged infringement
or violation of any intellectual property
rights such as copyright, patent,
trademark, trade name, trade secret, trade
dress, service mark or other designation
of origin or authenticity; or
(2) Any injury or damage alleged in any clam
or "suit" that also alleges an infringement
or violation of any intellectual property
right, whether such allegation of
infringement or violation is made by you or
by any other party involved in the claim or
"suit", regardless of whether this
insurance would otherwise apply.
However, this exclusion does not apply if the
only allegation in the claim or "suit" involving
any intellectual property right is limited to:
(1) Infringement, in your "advertisement", of:
(a) Copyright;
(b) Slogan; or
(c) Title of any literary or artistic work; or
(2) Copying, in your "advertisement", a
person's or organization's "advertising
idea" or style of "advertisement".
j. Insureds In Media And Internet Type
Businesses
"Personal and advertising injury" committed
by an insured whose business is:
(1) Advertising, broadcasting, publishing or
telecasting;
(2) Designing or determining content of web
sites for others; or
(3) An Internet search, access, content or
service provider.
However, this exclusion does not apply to
Paragraphs a., b. and c. of the definition of
"personal and advertising injury" under the
Definitions Section.
For the purposes of this exclusion, the placing
of frames, borders or links, or advertising, for
you or others anywhere on the Internet, is not
by itself, considered the business of
advertising, broadcasting, publishing or
telecasting.
k. Electronic Chatrooms Or Bulletin Boards
"Personal and advertising injury" arising out of
an electronic chatroom or bulletin board the
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insured hosts, owns, or over which the
insured exercises control.
I. Unauthorized Use Of Another's Name Or
Product
"Personal and advertising injury" arising out of
the unauthorized use of another's name or
product in your e-mail address, domain name
or metatags, or any other similar tactics to
mislead another's potential customers.
m. Pollution
"Personal and advertising injury" arising out of
the actual, alleged or threatened discharge,
dispersal, seepage, migration, release or
escape of "pollutants" at any time.
n. Pollution-Related
Any loss, cost or expense arising out of any:
(1) Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in
any way respond to, or assess the effects
of, "pollutants"; or
(2) Claim or suit by or on behalf of a
governmental authority for damages
because of testing for, monitoring,
cleaning up, removing, containing,
treating, detoxifying or neutralizing, or in
any way responding to, or assessing the
effects of, "pollutants".
o. War
"Personal and advertising injury", however
caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any
government, sovereign or other authority
using military personnel or other agents;
or
(3) Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.
p. Internet Advertisements And Content Of
Others
"Personal and advertising injury" arising out
of:
(1) An "advertisement" for others on your web
site;
(2) Placing a link to a web site of others on
your web site;
(3) Content, including information, sounds,
text, graphics, or images from a web site
of others displayed within a frame or
border on your web site; or
(4) Computer code, software or programming
used to enable:
(a) Your web site; or
(b) The presentation or functionality of an
"advertisement" or other content on
your web site.
q. Right Of Privacy Created By Statute
"Personal and advertising injury" arising out of
the violation of a person's right of privacy
created by any state or federal act.
However, this exclusion does not apply to
liability for damages that the insured would
have in the absence of such state or federal
act.
r. Violation Of Anti-Trust law
"Personal and advertising injury" arising out of
a violation of any anti-trust law.
s. Securities
"Personal and advertising injury" arising out of
the fluctuation in price or value of any stocks,
bonds or other securities.
t. Recording And Distribution Of Material Or
Information In Violation Of Law
"Personal and advertising injury" arising
directly or indirectly out of any action or
omission that violates or is alleged to violate:
(1) The Telephone Consumer Protection Act
(TCPA), including any amendment of or
addition to such law;
(2) The CAN-SPAM Act of 2003, including
any amendment of or addition to such law;
(3) The Fair Credit Reporting Act (FCRA), and
any amendment of or addition to such law,
including the Fair and Accurate Credit
Transaction Act (FACTA); or
(4) Any federal, state or local statute,
ordinance or regulation, other than the
TCPA or CAN-SPAM Act of 2003 or FCRA
and their amendments and additions, that
addresses, prohibits or limits the printing,
dissemination, disposal, collecting,
recording, sending, transmitting,
communicating or distribution of material
or information.
u. Employment-Related Practices
"Personal and advertising injury" to:
(1) A person arising out of any "employment-
related practices"; or
(2) The spouse, child, parent, brother or sister
of that person as a consequence of
"personal and advertising injury" to that
person at whom any "employment-related
practices" are directed.
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This exclusion applies:
(1) Whether the injury-causing event
described in the definition of "employment-
related practices" occurs before
employment, during employment or after
employment of that person;
(2) Whether the insured may be liable as an
employer or in any other capacity; and
(3) To any obligation to share damages with
or repay someone else who must pay
damages because of the injury.
v. Asbestos
(1) "Personal and advertising injury" arising
out of the "asbestos hazard".
(2) Any damages, judgments, settlements,
loss, costs or expenses that:
(a) May be awarded or incurred by reason
of any claim or suit alleging actual or
threatened injury or damage of any
nature or kind to persons or property
which would not have occurred in
whole or in part but for the "asbestos
hazard";
(b) Arise out of any request, demand,
order or statutory or regulatory
requirement that any insured or others
test for, monitor, clean up, remove,
encapsulate, contain, treat, detoxify or
neutralize or in any way respond to or
assess the effects of an "asbestos
hazard"; or
(c) Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
detoxifying or neutralizing or in any
way responding to or assessing the
effects of an "asbestos hazard".
w. Access Or Disclosure Of Confidential Or
Personal Information
"Personal and advertising injury" arising out of
any access to or disclosure of any person's or
organization's confidential or personal
information, including patents, trade secrets,
processing methods, customer lists, financial
information, credit card information, health
information or any other type of nonpublic
information.
This exclusion applies even if damages are
claimed for notification costs, credit
monitoring expenses, forensic expenses,
public relations expenses or any other loss,
cost or expense incurred by you or others
arising out of any access to or disclosure of
any person's or organization's confidential or
personal information.
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COVERAGE C MEDICAL PAYMENTS
1. Insuring Agreement
a. We will pay medical expenses as described
below for "bodily injury" caused by an
accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or
rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the "coverage
territory" and during the policy period;
(2) The expenses are incurred and reported
to us within three years of the date of the
accident; and
(3) The injured person submits to
examination, at our expense, by
physicians of our choice as often as we
reasonably require.
b. We will make these payments regardless of
fault. These payments will not exceed the
applicable limit of insurance. We will pay
reasonable expenses for:
(1) First aid administered at the time of an
accident;
(2) Necessary medical, surgical, X-ray and
dental services, including prosthetic
devices; and
(3) Necessary ambulance, hospital,
professional nursing and funeral services.
2. Exclusions
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured, except "volunteer workers".
b. Hired Person
To a person hired to do work for or on behalf
of any insured or a tenant of any insured.
c. Injury On Normally Occupied Premises
To a person injured on that part of premises
you own or rent that the person normally
occupies.
d. Workers Compensation And Similar Laws
To a person, whether or not an "employee" of
any insured, if benefits for the "bodily injury" are
payable or must be provided under a workers'
compensation or disability benefits law or a
similar law.
e. Athletics Activities
To a person injured while practicing,
instructing or participating in any physical
exercises or games, sports, or athletic
contests.
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f. Products-Completed Operations Hazard
Included within the "products-completed
operations hazard".
g. Coverage A Exclusions
F�ccluded under Coverage A.
SUPPLEMENTARY PAYMENTS - COVERAGES
A AND B
1. We will pay, with respect to any claim we
investigate or settle, or any "suit" against an
insured we defend:
a. All expenses we incur.
b. Up to $1,000 for cost of bail bonds required
because of accidents or traffic law violations
arising out of the use of any vehicle to which
the Bodily Injury Liability Coverage applies.
We do not have to furnish these bonds.
c. The cost of appeal bonds or bonds to release
attachments, but only for bond amounts
within the applicable limit of insurance. We do
not have to furnish these bonds.
d. All reasonable expenses incurred by the
insured at our request to assist us 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.
e. All court costs taxed against the insured in
the "suit". However, such costs do not
include attorneys' fees, attorneys' expenses,
witness or expert fees, or any other expenses
of a party taxed to the insured.
f. Prejudgment interest awarded against the
insured on that part of the judgment we pay. If
we make an offer to pay the applicable limit of
insurance, we will not pay any prejudgment
interest based on that period of time after the
offer.
g. All interest on the full amount of any judgment
that accrues after entry of the judgment and
before we have paid, offered to pay, or
deposited in court the part of the judgment
that is within the applicable limit of insurance.
These payments will not reduce the limits of
insurance.
2. If we defend an insured against a"suit" and an
indemnitee of the insured is also named as a
party to the "suit", we will defend that indemnitee
if all of the following conditions are met:
a. The "suit" against the indemnitee seeks
damages for which the insured has assumed
the liability of the indemnitee in a contract or
agreement that is an "insured contract";
b. This insurance applies to such liability
assumed by the insured;
c. The obligation to defend, or the cost of the
defense of, that indemnitee, has also been
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assumed by the insured in the same "insured
contract";
d. The allegations in the "suit" and the
information we know about the "occurrence"
are such that no conflict appears to exist
between the interests of the insured and the
interests of the indemnitee;
e. The indemnitee and the insured ask us to
conduct and control the defense of that
indemnitee against such "suit" and agree that
we can assign the same counsel to defend
the insured and the indemnitee; and
f. The indemnitee:
(1) Agrees in writing to:
(a) Cooperate with us in the investigation,
settlement or defense of the "suit";
(b) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
"suit";
(c) Notify any other insurer whose
coverage is available to the
indemnitee; and
(d) Cooperate with us with respect to
coordinating other applicable
insurance available to the indemnitee;
and
(2) Provides us with written authorization to:
(a) Obtain records and other information
related to the "suit"; and
(b) Conduct and control the defense of the
indemnitee in such "suit".
So long as the above conditions are met,
attorneys' fees incurred by us in the defense of
that indemnitee, necessary litigation expenses
incurred by us and necessary litigation expenses
incurred by the indemnitee at our request will be
paid as Supplementary Payments.
Notwithstanding the provisions of Paragraph
2.b.(2) of Section I- Coverage A- Bodily Injury
And Property Damage Liability, such payments
will not be deemed to be damages for "bodily
injury" and "property damage" and will not reduce
the limits of insurance.
Our obligation to defend an insured's indemnitee
and to pay for attorneys' fees and necessary
litigation expenses as Supplementary Payments
ends when:
a. We have used up the applicable limit of
insurance in the payment of judgments or
settlements; or
b. The conditions set forth above, or the terms of
the agreement described in Paragraph f.
above, are no longer met.
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SECTION II - WHO IS AN INSURED
1. If you are designated in the Declarations as:
a. An individual, you and your spouse are
insureds, but only with respect to the conduct
of a business of which you are the sole
owner.
b. A partnership or joint venture, you are an
insured. Your members, your partners, and
their spouses are also insureds, but only with
respect to the conduct of your business.
c. A limited liability company, you are an
insured. Your members are also insureds, but
only with respect to the conduct of your
business. Your managers are insureds, but
only with respect to their duties as your
managers.
d. An organization other than a partnership, joint
venture or limited liability company, you are
an insured. Your "executive officers" and
directors are insureds, but only with respect to
their duties as your officers or directors. Your
stockholders are also insureds, but only with
respect to their liability as stockholders.
e. A trust, you are an insured. Your trustees are
also insureds, but only with respect to their
duties as trustees.
2. Each of the following is also an insured:
a. Employees And Volunteer Workers
Your "volunteer workers" only while
performing duties related to the conduct of
your business, or your "employees", other
than either your "executive officers" (if you are
an organization other than a partnership, joint
venture or limited liability company) or your
managers (if you are a limited liability
company), but only for acts within the scope
of their employment by you or while
performing duties related to the conduct of
your business.
However, none of these "employees" or
"volunteer workers" are insureds for:
(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
employment or performing duties
related to the conduct of your
business, or to your other "volunteer
workers" while performing duties
related to the conduct of your
business;
(b) To the spouse, child, parent, brother or
sister of that co-"employee" or that
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"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 (1)(b) above; or
(d) Arising out of his or her providing or
failing to provide professional health
care services.
If you are not in the business of providing
professional health care services:
(a) Subparagraphs (1)(a), (1)(b) and (1)(c)
above do not apply to any "employee"
or "volunteer worker" providing first aid
services; and
(b) Subparagraph (1)(d) above does not
apply to any nurse, emergency medical
technician or paramedic employed by
you to provide such services.
(2) "Property damage" to property:
(a) Owned, occupied or used by,
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by
you, any of your "employees", "volunteer
workers", any partner or member (if you
are a partnership or joint venture), or any
member (if you are a limited liability
company).
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization while
acting as your real estate manager.
c. Temporary Custodians Of Your Property
Any person or organization having proper
temporary custody of your property if you die,
but only:
(1) With respect to liability arising out of the
maintenance or use of that property; and
(2) Until your legal representative has been
appointed.
d. Legal Representative If You Die
Your legal representative if you die, but only
with respect to duties as such. That
representative will have all your rights and
duties under this Coverage Part.
e. Unnamed Subsidiary
Any subsidiary, and subsidiary thereof, of
yours which is a legally incorporated entity of
which you own a financial interest of more
than 50% of the voting stock on the effective
date of the Coverage Part.
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The insurance afforded herein for any
subsidiary not named in this Coverage Part
as a named insured does not apply to injury
or damage with respect to which such insured
is also a named insured under another policy
or would be a named insured under such
policy but for its termination or the exhaustion
of its limits of insurance.
3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint venture or limited
liability company, and over which you maintain
financial interest of more than 50% of the voting
stock, will qualify as a Named Insured if there is
no other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded only
until the 180th day after you acquire or form
the organization or the end of the policy
period, whichever is earlier;
b. Coverage A does not apply to "bodily injury"
or "property damage" that occurred before
you acquired or formed the organization; and
c. Coverage B does not apply to "personal and
advertising injury" arising out of an offense
committed before you acquired or formed the
organization.
4. Nonowned Watercraft
With respect to watercraft you do not own that is
less than 51 feet long and is not being used to
carry persons for a charge, any person is an
insured while operating such watercraft with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the watercraft, and
only if no other insurance of any kind is available
to that person or organization for this liability.
However, no person or organization is an insured
with respect to:
a. "Bodily injury" to a co-"employee" of the
person operating the watercraft; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by you
or the employer of any person who is an
insured under this provision.
5. Additional Insureds When Required By
Written Contract, Written Agreement Or
Perm it
The following person(s) or organization(s) are an
additional insured when you have agreed, in a
written contract, written agreement or because of
a permit issued by a state or political subdivision,
that such person or organization be added as an
additional insured on your policy, provided the
injury or damage occurs subsequent to the
execution of the contract or agreement.
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A person or organization is an additional insured
under this provision only for that period of time
required by the contract or agreement.
However, no such person or organization is an
insured under this provision if such person or
organization is included as an insured by an
endorsement issued by us and made a part of
this Coverage Part.
a. Vendors
Any person(s) or organization(s) (referred to
below as vendor), but only with respect to
"bodily injury" or "property damage" arising
out of "your products" which are distributed or
sold in the regular course of the vendor's
business and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" included within the
"products-completed operations hazard".
(1) The insurance afforded the vendor is
subject to the following additional
exclusions:
This insurance does not apply to:
(a) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reason of the assumption
of liability in a contract or agreement.
This exclusion does not apply to
liability for damages that the vendor
would have in the absence of the
contract or agreement;
(b) Any express warranty unauthorized by
you;
(c) Any physical or chemical change in the
product made intentionally by the
vendor;
(d) Repackaging, except when unpacked
solely for the purpose of inspection,
demonstration, testing, or the
substitution of parts under instructions
from the manufacturer, and then
repackaged in the original container;
(e) Any failure to make such inspections,
adjustments, tests or servicing as the
vendor has agreed to make or normally
undertakes to make in the usual
course of business, in connection with
the distribution or sale of the products;
(f) Demonstration, installation, servicing
or repair operations, except such
operations performed at the vendor's
premises in connection with the sale of
the product;
(g) Products which, after distribution or
sale by you, have been labeled or
relabeled or used as a container, part
or ingredient of any other thing or
substance by or for the vendor; or
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(h) "Bodily injury" or "property damage"
arising out of the sole negligence of the
vendor for its own acts or omissions or
those of its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(i) The exceptions contained in Sub-
paragraphs (d) or (f); or
(ii) Such inspections, adjustments,
tests or servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products.
(2) This insurance does not apply to any
insured person or organization, from
whom you have acquired such products,
or any ingredient, part or container,
entering into, accompanying or containing
such products.
b. Lessors Of Equipment
(1) Any person(s) or organization(s) from
whom you lease equipment; but only with
respect to their liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or in
part, by your maintenance, operation or
use of equipment leased to you by such
person(s) or organization(s).
(2) With respect to the insurance afforded to
these additional insureds this insurance
does not apply to any "occurrence" which
takes place after the equipment lease
expires.
c. Lessors Of Land Or Premises
Any person or organization from whom you
lease land or premises, but only with respect
to liability arising out of the ownership,
maintenance or use of that part of the land or
premises leased to you.
With respect to the insurance afforded these
additional insureds the following additional
exclusions apply:
This insurance does not apply to:
1. Any "occurrence" which takes place after
you cease to lease that land; or
2. Structural alterations, new construction or
demolition operations performed by or on
behalf of such person or organization.
d. Architects, Engineers Or Surveyors
Any architect, engineer, or surveyor, but only
with respect to liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or in part,
by your acts or omissions or the acts or
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omissions of those acting on your behalf:
(1) In connection with your premises; or
(2) In the performance of your ongoing
operations performed by you or on your
behalf.
With respect to the insurance afforded these
additional insureds, the following additional
exclusion applies:
This insurance does not apply to "bodily
injury", "property damage" or "personal and
advertising injury" arising out of the rendering
of or the failure to render any professional
services by or for you, 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 "occurrence" 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 services by or for you.
Permits Issued By State Or Political
Subdivisions
Any state or political subdivision, but only with
respect to operations performed by you or on
your behalf for which the state or political
subdivision has issued a permit.
With respect to the insurance afforded these
additional insureds, this insurance does not
apply to:
(1) "Bodily injury", "property damage" or
"personal and advertising injury" arising
out of operations performed for the state
or municipality; or
(2) "Bodily injury" or "property damage"
included within the "products-completed
operations hazard".
f. Any Other Party
Any other person or organization who is not
an additional insured under Paragraphs a.
through e. above, but only with respect to
liability for "bodily injury", "property damage"
or "personal and advertising injury" caused, in
whole or in part, by your acts or omissions or
the acts or omissions of those acting on your
behalf:
(1) In the performance of your ongoing
operations;
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(2) In connection with your premises owned
by or rented to you; or
(3) In connection with "your work" and
included within the "products-completed
operations hazard", but only if
(a) The written contract or agreement
requires you to provide such coverage
to such additional insured; and
(b) This Coverage Part provides coverage
for "bodily injury" or "property damage"
included within the "products-
completed operations hazard".
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 insurance 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 the insurance afforded to
these additional insureds, this insurance does
not apply to:
"Bodily injury", "property damage" or
"personal and advertising injury" arising out of
the rendering 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 "occurrence" 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 services by or for you.
The limits of insurance that apply to additional
insureds is described in Section III - Limits Of
Insurance.
How this insurance applies when other insurance
is available to the additional insured is described
in the Other Insurance Condition in Section IV -
Commercial General Liability Conditions.
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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.
SECTION III - LIMITS OF INSURANCE
1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most we
will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".
2. General Aggregate Limit
The General Aggregate Limit is the most we will
pay for the sum of:
a. Medical expenses under Coverage C;
b. Damages under Coverage A, except
damages because of "bodily injury" or
"property damage" included in the "products-
completed operations hazard"; and
c. Damages under Coverage B.
3. Products-Completed Operations Aggregate
Limit
The Products-Completed Operations Aggregate
Limit is the most we will pay under Coverage A
for damages because of "bodily injury" and
"property damage" included in the "products-
completed operations hazard".
4. Personal And Advertising Injury Limit
Subject to 2. above, the Personal and
Advertising Injury Limit is the most we will pay
under Coverage B for the sum of all damages
because of all "personal and advertising injury"
sustained by any one person or organization.
5. Each Occurrence Limit
Subject to 2. or 3. above, whichever applies, the
Each Occurrence Limit is the most we will pay for
the sum of:
a. Damages under Coverage A; and
b. Medical expenses under Coverage C
because of all "bodily injury" and "property
damage" arising out of any one "occurrence".
6. Damage To Premises Rented To You Limit
Subject to 5. above, the Damage To Premises
Rented To You Limit is the most we will pay
under Coverage A for damages because of
"property damage" to any one premises, while
rented to you, or in the case of damage by fire,
lightning or explosion, while rented to you or
temporarily occupied by you with permission of
the owner.
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In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
You Limit applies to all damage proximately
caused by the same event, whether such
damage results from fire, lightning or explosion
or any combination of these.
7. Medical Expense Limit
Subject to 5. above, the Medical Expense Limit is
the most we will pay under Coverage C for all
medical expenses because of "bodily injury"
sustained by any one person.
8. How Limits Apply To Additional Insureds
If you have agreed in a written contract or written
agreement that another person or organization
be added as an additional insured on your policy,
the most we will pay on behalf of such additional
insured is the lesser of:
a. The limits of insurance specified in the written
contract or written agreement; or
b. The Limits of Insurance shown in the
Declarations.
Such amount shall be a part of and not in
addition to Limits of Insurance shown in the
Declarations and described in this Section.
The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to
any remaining period of less than 12 months,
starting with the beginning of the policy period
shown in the Declarations, unless the policy period
is extended after issuance for an additional period of
less than 12 months. In that case, the additional
period will be deemed part of the last preceding
period for purposes of determining the Limits of
Insurance.
SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS
1. Bankruptcy
Bankruptcy or insolvency of the insured or of the
insured's estate will not relieve us of our
obligations under this Coverage Part.
2. Duties In The Event Of Occurrence, Offense,
Claim Or Suit
a. Notice Of Occurrence Or Offense
You or any additional insured must see to it
that we are notified as soon as practicable of
an "occurrence" or an offense which may
result in a claim. To the extent possible,
notice should include:
(1) How, when and where the "occurrence" or
offense took place;
(2) The names and addresses of any injured
persons and witnesses; and
(3) The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
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b. Notice Of Claim
If a claim is made or "suit" is brought against
any insured, you or any additional insured
must:
(1) Immediately record the specifics of the
claim or "suit" and the date received; and
(2) Notify us as soon as practicable.
You or any additional insured must see to it
that we receive written notice of the claim or
"suit" as soon as practicable.
c. Assistance And Cooperation Of The
Insured
You and any other involved insured must:
(1) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suiY';
(2) Authorize us to obtain records and other
information;
(3) Cooperate with us in the investigation or
settlement of the claim or defense against
the "suit"; and
(4) Assist us, upon our request, in the
enforcement of any right against any person
or organization which may be liable to the
insured because of injury or damage to
which this insurance may also apply.
d. Obligations At The Insureds Own Cost
No insured will, except at that insured's own
cost, voluntarily make a payment, assume
any obligation, or incur any expense, other
than for first aid, without our consent.
e. Additional Insureds Other Insurance
If we cover a claim or "suit" under this
Coverage Part that may also be covered by
other insurance available to an additional
insured, such additional insured must submit
such claim or "suit" to the other insurer for
defense and indemnity.
However, this provision does not apply to the
extent that you have agreed in a written
contract or written agreement that this
insurance is primary and non-contributory
with the additional insured's own insurance.
f. Knowledge Of An Occurrence, Offense,
Claim Or Suit
Paragraphs a. and b. apply to you or to any
additional insured only when such
"occurrence", offense, claim or "suit" is known
to:
(1) You or any additional insured that is an
individual;
(2) Any partner, if you or the additional
insured is a partnership;
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(3) Any manager, if you or the additional
insured is a limited liability company;
(4) Any "executive officer" or insurance
manager, if you or the additional insured is
a corporation;
(5) Any trustee, if you or the additional
insured is a trust; or
(6) Any elected or appointed official, if you or
the additional insured is a political
subdivision or public entity.
This duty applies separately to you and any
additional insured.
3. Legal Action Against Us
No person or organization has a right under this
Coverage Part:
a. To join us as a party or otherwise bring us
into a"suiY' asking for damages from an
insured; or
b. To sue us on this Coverage Part unless all of
its terms have been fully complied with.
A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this Coverage Part or that are in excess of the
applicable limit of insurance. An agreed
settlement means a settlement and release of
liability signed by us, the insured and the
claimant or the claimanYs legal representative.
4. Other Insurance
If other valid and collectible insurance is
available to the insured for a loss we cover under
Coverages A or B of this Coverage Part, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when b.
below applies. If other insurance is also
primary, we will share with all that other
insurance by the method described in c.
below.
b. Excess Insurance
This insurance is excess over any of the other
insurance, whether primary, excess,
contingent or on any other basis:
(1) Your Work
That is Fire, Extended Coverage, Builder's
Risk, Installation Risk or similar coverage
for "your work";
(2) Premises Rented To You
That is fire, lightning or explosion
insurance for premises rented to you or
temporarily occupied by you with
permission of the owner;
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(3) Tenant Liability
That is insurance purchased by you to
cover your liability as a tenant for
"property damage" to premises rented to
you or temporarily occupied by you with
permission of the owner;
(4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance or
use of aircraft, "autos" or watercraft to the
e�ent not subject to Exclusion g. of
Section I- Coverage A- Bodily Injury And
Property Damage Liability;
(5) Property Damage To Borrowed
Equipment Or Use Of Elevators
If the loss arises out of "property damage"
to borrowed equipment or the use of
elevators to the extent not subject to
F�cclusion j. of Section I- Coverage A-
Bodily Injury And Property Damage
Liability;
(6) When You Are Added As An Additional
Insured To Other Insurance
Any other insurance available to you
covering liability for damages arising out
of the premises or operations, or products
and completed operations, for which you
have been added as an additional insured
by that insurance; or
(7) When You Add Others As An
Additional Insured To This Insurance
Any other insurance available to an
additional insured.
However, the following provisions apply to
other insurance available to any person or
organization who is an additional insured
under this coverage part.
(a) Primary Insurance When Required
By Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be
primary. If other insurance is also
primary, we will share with all that
other insurance by the method
described in c. below.
(b) Primary And Non-Contributory To
Other Insurance When Required By
Contract
If you have agreed in a written
contract, written agreement, or permit
that this insurance is primary and non-
contributory with the additional
insured's own insurance, this insurance
is primary and we will not seek
contribution from that other insurance.
HG 00 01 09 16
Paragraphs (a) and (b) do not apply to
other insurance to which the additional
insured has been added as an additional
insured.
When this insurance is excess, we will have
no duty under Coverages A or B to defend
the insured against any "suit" if any other
insurer has a duty to defend the insured
against that "suit". If no other insurer defends,
we will undertake to do so, but we will be
entitled to the insured's rights against all
those other insurers.
When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the
sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.
We will share the remaining loss, if any, with
any other insurance that is not described in
this Excess Insurance provision and was not
bought specifically to apply in excess of the
Limits of Insurance shown in the Declarations
of this Coverage Part.
c. Method Of Sharing
If all of the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach each
insurer contributes equal amounts until it has
paid its applicable limit of insurance or none
of the loss remains, whichever comes first.
If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurer's share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.
5. Premium Audit
a. We will compute all premiums for this
Coverage Part in accordance with our rules
and rates.
b. Premium shown in this Coverage Part as
advance premium is a deposit premium only.
At the close of each audit period we will
compute the earned premium for that period
and send notice to the first Named Insured.
The due date for audit and retrospective
premiums is the date shown as the due date
on the bill. If the sum of the advance and
audit premiums paid for the policy period is
greater than the earned premium, we will
return the excess to the first Named Insured.
c. The first Named Insured must keep records of
the information we need for premium
HG 00 01 09 16
computation, and send us copies at such
times as we may request.
6. Representations
a. When You Accept This Policy
By accepting this policy, you agree:
(1) The statements in the Declarations are
accurate and complete;
(2) Those statements are based upon
representations you made to us; and
(3) We have issued this policy in reliance
upon your representations.
b. Unintentional Failure To Disclose Hazards
If unintentionally you should fail to disclose all
hazards relating to the conduct of your
business that exist at the inception date of
this Coverage Part, we shall not deny
coverage under this Coverage Part because
of such failure.
7. Separation Of Insureds
F�ccept with respect to the Limits of Insurance,
and any rights or duties specifically assigned in
this Coverage Part to the first Named Insured,
this insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom
claim is made or "suiY' is brought.
8. Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or part
of any payment, including Supplementary
Payments, we have made under this
Coverage Part, those rights are transferred to
us. The insured must do nothing after loss to
impair them. At our request, the insured will
bring "suit" or transfer those rights to us and
help us enforce them.
b. Waiver Of Rights Of Recovery (Waiver Of
Subrogation)
If the insured has waived any rights of
recovery against any person or organization
for all or part of any payment, including
Supplementary Payments, we have made
under this Coverage Part, we also waive that
right, provided the insured waived their rights
of recovery against such person or
organization in a contract, agreement or
permit that was executed prior to the injury or
damage.
9. When We Do Not Renew
If we decide not to renew this Coverage Part, we
will mail or deliver to the first Named Insured
shown in the Declarations written notice of the
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nonrenewal not less than 30 days before the
expiration date.
If notice is mailed, proof of mailing will be
sufficient proof of notice.
5.
6
SECTION V - DEFINITIONS
1. "Advertisement" means the widespread public
dissemination of information or images that has
the purpose of inducing the sale of goods,
products or services through:
a. (1) Radio;
(2) Television;
(3) Billboard;
(4) Magazine;
(5) Newspaper; or
b. Any other publication that is given widespread
public distribution.
However, "advertisement" does not include:
a. The design, printed material, information or
images contained in, on or upon the
packaging or labeling of any goods or
products; or
b. An interactive conversation between or
among persons through a computer network.
2. "Advertising idea" means any idea for an
"advertisemenY'.
3. "Asbestos hazard" means an exposure or
threat of exposure to the actual or alleged
properties of asbestos and includes the mere
presence of asbestos in any form.
4. "Auto" means:
a. A land motor vehicle, trailer or semitrailer
designed for travel on public roads, including
any attached machinery or equipment; or
b. Any other land vehicle that is subject to a
compulsory or financial responsibility law or
other motor vehicle insurance law where it is
licensed or principally garaged.
However, "auto" does not include "mobile
equipment".
"Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the
above, mental anguish or death at any time.
"Coverage territory" means:
a. The United States of America (including its
territories and possessions), Puerto Rico and
Canada;
b. International waters or airspace, but only if
the injury or damage occurs in the course of
travel or transportation between any places
included in a. above; or
c. All other parts of the world if the injury or
damage arises out of:
(1) Goods or products made or sold by you in
the territory described in a. above;
(2) The activities of a person whose home is
in the territory described in a. above, but is
away for a short time on your business; or
(3) "Personal and advertising injury" offenses
that take place through the Internet or
similar electronic means of communication
provided the insured's responsibility to pay
damages is determined in the United States of
America (including its territories and possessions),
Puerto Rico or Canada, in a"suit" on the merits
according to the substantive law in such territory or
in a settlement we agree to.
7. "Employee" includes a "leased worker".
"Employee" does not include a "temporary
worker".
8. "Employment-Related Practices" means:
a. Refusal to employ that person;
b. Termination of that person's employment; or
c. Employment-related practices, policies, acts
or omissions, such as coercion, demotion,
evaluation, reassignment, discipline,
defamation, harassment, humiliation,
discrimination or malicious prosecution
directed at that person.
9. "Executive officer" means a person holding any
of the officer positions created by your charter,
constitution, by-laws or any other similar
governing document.
10."Hostile fire" means one which becomes
uncontrollable or breaks out from where it was
intended to be.
11."Impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is less useful because:
a. It incorporates "your product" or "your work"
that is known or thought to be defective,
deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a
contract or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of
"your product" or "your work", or your fulfilling the
terms of the contract or agreement.
12. "Insured contract" means:
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 or
explosion to premises while rented to you or
temporarily occupied by you with permission
of the owner is subject to the Damage to
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Premises Rented To You Limit described in
Section III - Limits of Insurance;
b. A sidetrack agreement;
c. Any easement or license agreement,
including an easement or license agreement
in connection with construction or demolition
operations on or within 50 feet of a railroad;
d. An obligation, as required by ordinance, to
indemnify a municipality, except in connection
with work for a municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agreement
pertaining to your business (including an
indemnification of a municipality in connection
with work performed for a municipality) under
which you assume the tort liability of another
party to pay for "bodily injury" or "property
damage" to a third person or organization,
provided the "bodily injury" or "property
damage" is caused, in whole or in part, by
you or by those acting on your behalf. Tort
liability means a liability that would be
imposed by law in the absence of any
contract or agreement.
Paragraph f. includes that part of any contract
or agreement that indemnifies a railroad for
"bodily injury" or "property damage" arising
out of construction or demolition operations,
within 50 feet of any railroad property and
affecting any railroad bridge or trestle, tracks,
road-beds, tunnel, underpass or crossing.
However, Paragraph f. does not include that
part of any contract or agreement:
(1) That indemnifies an architect, engineer or
surveyor for injury or damage arising out of:
(a) Preparing, approving, or failing to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders or drawings
and specifications; or
(b) Giving directions or instructions, or
failing to give them, if that is the
primary cause of the injury or damage;
or
(2) Under which the insured, if an architect,
engineer or surveyor, assumes liability for
an injury or damage arising out of the
insured's rendering or failure to render
professional services, including those listed
in (1) above and supervisory, inspection,
architectural or engineering activities.
13. "Leased worker" means a person leased to you
by a labor leasing firm under an agreement
between you and the labor leasing firm, to
perform duties related to the conduct of your
business. "Leased worker" does not include a
"temporary worker".
HG 00 01 09 16
14."Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an
aircraft, watercraft or "auto";
b. While it is in or on an aircraft, watercraft or
"auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not
attached to the aircraft, watercraft or "auto".
15."Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other
vehicles designed for use principally off public
roads;
b. Vehicles maintained for use solely on or next
to premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders, diggers or
drills; or
(2) Road construction or resurfacing
equipment such as graders, scrapers or
rollers;
e. Vehicles not described in a., b., c. or d. above
that are not self-propelled and are maintained
primarily to provide mobility to permanently
attached equipment of the following types:
(1) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment; or
(2) Cherry pickers and similar devices used to
raise or lower workers;
f. Vehicles not described in a., b., c. or d. above
maintained primarily for purposes other than
the transportation of persons or cargo.
However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but will
be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
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(2) Cherry pickers and similar devices
mounted on automobile or truck chassis
and used to raise or lower workers; and
(3) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment.
However, "mobile equipment" does not include
any land vehicle that is subject to a compulsory
or financial responsibility law or other motor
vehicle insurance law where it is licensed or
principally garaged. Land vehicles subject to a
compulsory or financial responsibility law or other
motor vehicle insurance law are considered
"autos".
16."Occurrence" means an accident, including
continuous or repeated exposure to substantially
the same general harmful conditions.
17."Personal and advertising injury" means
injury, including consequential "bodily injury",
arising out of one or more of the following
offenses:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry
into, or invasion of the right of private
occupancy of a room, dwelling or premises
that a person or organization occupies,
committed by or on behalf of its owner,
landlord or lessor;
d. Oral, written or electronic publication, in any
manner, of material that slanders or libels a
person or organization or disparages a
person's or organization's goods, products or
services;
e. Oral, written or electronic publication, in any
manner, of material that violates a person's
right of privacy;
f. Copying, in your "advertisement", a person's
or organization's "advertising idea" or style of
"advertisement"; or
g. Infringement of copyright, slogan, or title of
any literary or artistic work, in your
"advertisemenY'.
18."Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.
19."Products-completed operations hazard":
a. Includes all "bodily injury" and "property
damage" occurring away from premises you
own or rent and arising out of "your product"
or "your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed or
abandoned. However, "your work" will be
deemed completed at the earliest of the
following times:
(a) When all of the work called for in your
contract has been completed.
(b) When all of the work to be done at the
job site has been completed if your
contract calls for work at more than
one job site.
(c) When that part of the work done at a
job site has been put to its intended
use by any person or organization
other than another contractor or
subcontractor working on the same
project.
Work that may need service,
maintenance, correction, repair or
replacement, but which is otherwise
complete, will be treated as completed.
b. Does not include "bodily injury" or "property
damage" arising out of:
(1) The transportation of property, unless the
injury or damage arises out of a condition
in or on a vehicle not owned or operated
by you, and that condition was created by
the "loading or unloading" of that vehicle
by any insured;
(2) The existence of tools, uninstalled
equipment or abandoned or unused
materials; or
(3) Products or operations for which the
classification, listed in the Declarations or
in a policy Schedule, states that products-
completed operations are subject to the
General Aggregate Limit.
20. "Property damage" means:
a. Physical injury to tangible property, including
all resulting loss of use of that property. All
such loss of use shall be deemed to occur at
the time of the physical injury that caused it;
or
b. Loss of use of tangible property that is not
physically injured. All such loss of use shall
be deemed to occur at the time of the
"occurrence" that caused it.
As used in this definition, computerized or
electronically stored data, programs or software
are not tangible property. Electronic data means
information, facts or programs:
a. Stored as or on;
b. Created or used on; or
c. Transmitted to or from;
computer software, including systems and
applications software, hard or floppy disks, CD-
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ROMS, tapes, drives, cells, data processing
devices or any other media which are used with
electronically controlled equipment.
21."Suit" means a civil proceeding in which
damages because of "bodily injury", "property
damage" or "personal and advertising injury" to
which this insurance applies are alleged. "Suit"
includes:
a. An arbitration proceeding in which such
damages are claimed and to which the
insured must submit or does submit with our
consent; or
b. Any other alternative dispute resolution
proceeding in which such damages are
claimed and to which the insured submits with
our consent.
22."Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or
short-term workload conditions.
23."Volunteerworker" means a person who
a. Is not your "employee";
b. Donates his or her work;
c. Acts at the direction of and within the scope
of duties determined by you; and
d. Is not paid a fee, salary or other
compensation by you or anyone else for their
work performed for you.
24."Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose
business or assets you have acquired;
and
(2) Containers (other than vehicles),
materials, parts or equipment furnished in
connection with such goods or products.
b. Includes
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use of
"your product"; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or other
property rented to or located for the use of
others but not sold.
HG 00 01 09 16
25. "Your work":
a. Means:
(1) Work or operations performed by you or
on your behalf; and
(2) Materials, parts or equipment furnished in
connection with such work or operations.
b. Includes
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use of
"your work", and
(2) The providing of or failure to provide
warnings or instructions.
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LEXINGTON INSURANCE COMPANY
(hereinafter, the "Insurer")
ADMINISTRATIVE OFFICES: 99 HIGH STREET BOSTON, MA 0211Q2378
ARCHITECTS AND ENGINEERS PROFESSIONAL LIABILITY POLICY
NOTICE: THIS POLICY PROVIDES CLAIMS MADE AND REPORTED COVERAGE, THE POLICY
APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED AND REPORTED TO THE
COMPANY IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN.
NOTICE: THE LIMIT OF INSURANCE AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS
SHALL BE REDUCED BY AMOUNTS INCURRED FOR DEFENSE EXPENSES.
Various provisions throughout this policy restrict coverage. Please read the entire policy carefully to
determine rights, duties and wi-iat is and is not covered. Word and phrases that appear in boldfaced
type have special meaning. Please refer to Section III. DEFINITIONS.
In consideration of the payment of the premium by the First Named Insured and in reliance upon the
statements in the First Named Insured's application incorporated herein by reference, subject to all of
the terms and conditions of this policy, the Company agrees as follows:
COVERAGE:
A. The Company will pay those sums that the Insured shall become legally obligated to
pay as Damages because of a Breach of Professional Duty in the rendering or
failure to render Professional Services to others by the Insured or any entity for
whom the Insured is legally liable and to which this insurance applies.
B. For this insurance to apply, all of the following conditions must be met:
1. The Breach of Professional Duty must first take place on or after the
Retroactive Date shown in Item 6. of the Declarations and prior to the end of
the Policy Period;
2. Prior to the Effective Date of this policy, no officer, director, principal, partner,
insurance manager, risk manager or in-house counsel of any Insured had
knowledge of any actual or alleged Breach of Professional Duty or
circumstance that reasonably could give rise to a Claim under this policy. If
such officer, director, principal, partner, insurance manager, risk manager or
in-house counsel of any Insured knew, prior to the effective date of this policy,
of any Breach of Professional Duty or circumstance that reasonably could
give rise to a Claim under this policy, then any continuation, change or
resumption of such Breach of Professional Duty or circumstance during or
after this Policy Period will be deemed to have been known prior to this Policy
Period;
3. Claim must first be made against the Insured during the Policy Period; and
4. The Insured must report the Claim to the Company, in writing, during the
Policy Period or within sixty (60) days after the end of the Policy Period.
C. COVERAGE TERRITORY
The insurance provided by this policy applies to Claims arising out of Professional
Services that take place in and result in a Claim brought within:
1. the United States of America, its territories or possessions or Puerto Rico; and
2. elsewhere in the world.
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D. DEFENSE PROVISIONS
1. CLAIMS BROUGHT WITHIN THE UNITED STATES OF AMERICA, ITS
TERRITORIES OR POSSESSIONS OR PUERTO RICO
When any Claim against an Insured for which coverage is provided under this
policy is brought within the United States of America, its territories or
possessions or Puerto Rico, the Company has the right to investigate such
Claim, and the duty to defend such Claim with defense counsel selected by
the Company even if such Claim is groundless, false or fraudulent. The
Company's obligation to defend or to continue to defend any Claim as
provided in this Subparagraph D.1. shall end when the applicable limit of
insurance has been exhausted by the payment of Damages and/or Defense
Expenses. The Company shall not defend any Claim or pay any Defense
Expenses that accrue after the applicable limit of insurance has been
exhausted by the payment of Damages and/or Defense Expenses and the
Company shall have the right to withdraw from the further defense of such
Claim by tendering control of said defense to the Insured.
2. ELSEWHERE IN THE WORLD
When any Claim against an Insured for which coverage is provided under this
policy is brought outside the jurisdictions set forth in Subparagraph C.1. above,
the Company shall not have the duty to defend, but the Company shall have
the right to associate with the Insured in the investigation, defense and control
of such Claim from the date the Claim is first made against the Insured or a
notice of circumstance has been received by the Company. The First Named
Insured has a right to select defense counsel with the Company's approval.
The Insured has a duty to cooperate with the Company and promptly provide
any information or materials that the Company requests. The Insured shall,
under the Company's supervision, make or cause to be made such
investigation and defense as the Company directs. Subject to prior written
authorization by the Company, the Insured may also effect settlement. The
Company shall reimburse the Insured for Damages and/or Defense
Expenses as authorized by the Company. The Company shall not pay
Damages and/or Defense Expenses after the applicable limit of insurance has
been exhausted.
E. SETTLEMENT PROVISIONS
The Company will not settle any Claim without the consent of the First Named
Insured. If, however, the First Named Insured refuses to consent to a settlement
recommended by the Company and elects to contest such Claim or continue legal
proceedings in connection with such Claim, then the Company's liability for the Claim
shall not exceed the amount for which the Claim could have been so settled plus
Defense Expenses incurred up to the date of such refusal subject to the applicable
limit of insurance under this policy.
II. COVERAGE EXTENSIONS:
A. DISCIPLINARY PROCEEDINGS
The Company will reimburse the Insured, upon written request, for reasonable
and necessary attorney fees and court or administrative costs in responding to a
Disciplinary Proceeding against an Insured. The initial written notice of such
Disciplinary Proceeding must be received during the Policy Period and arise out of a
Breach of Professional Duty that must first take place on or after the Retroactive
Date shown in Item 6. of the Declarations and prior to the end of the Policy Period.
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Regardless of the number of Insureds or Disciplinary Proceedings, the most the
Company shall reimburse the Insureds for all Disciplinary Proceedings during the
Policy Period shall be $25,000. This amount is included within and reduces the Limits
of Insurance and is not subject to the Deductible or Self-Insured Retention, whichever is
applicable. The Company has no obligation to defend or provide defense counsel with
respect to such Disciplinary Proceedings.
B. MEDIATION INCENTIVE
If the First Named Insured and the Company jointiy agree to utilize Mediation as a
means to try to resolve a Claim made against the Insured, and if such Claim is
resolved through the use of Mediation, then the Named Insured's deductible for such
Claim shall be 50% of the amount of the Deductible shown in Item 4. of the
Declarations applicable to such Claim, subject to a maximum reduction of 520,000 for
such Claim. The Company shall reimburse the Named Insured for any applicable
deductible payment made in excess of such reduced deductible, as soon as practicable,
after the conclusion of the Mediation.
C. ATTENDANCE AT MEDIATIONS, ARBITRATIONS, DEPOSITIONS OR TRIALS
The Company will reimburse the Insured, upon written request, for loss of earnings by
the Insured as a result of being required to attend, at the Company's request, a
mediation, arbitration, deposition or trial related to a covered Claim, subject to the
following:
1. No reimbursement will apply for the first two (2) days of attendance by the
Insured required for each Claim;
2. Loss of earnings reimbursement will not be considered Damages and/or
Defense Expenses and will be reimbursed in addition to the limits of insurance
and is not subject to the Deductible or Self-Insured Retention, whichever is
applicable.
3. Loss of earnings reimbursement for attending mediations, arbitrations,
depositions or trials shall not exceed 5400 per Insured per day for each Claim,
subject to a maximum policy aggregate of 57,500 for attendance by all
Insureds for all Claims under this policy.
III. EXCLUSIONS
This insurance does not apply to and the Company will not pay Damages and/or Defense
Expenses for any Claim based upon or arising out of:
A. Business Enterprise
1. any Insured's involvement as a partner, officer, director, stockholder, employer
or employee of any business enterprise that is not an Insured under this policy;
or
2. any Claim made by any organization or a subsidiary or affiliate of such
organization or by any person:
a. that is not an Insured under this policy, and
b. that:
(1) wholly or partly owns an Insured, or
(2) to any extent controls, operates or manages an Insured, or
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(3) an Insured has a greater than 25% ownership interest in such
organization or a subsidiary or affiliate of such organization, or
(4) is controlled, operated or managed by an Insured.
B. Dishonest Acts
1. Any dishonest, fraudulent, criminal or knowingly wrongful or malicious acts or
omissions committed intentionally or at the direction of any Insured; or
2. Any Insured's intentional, knowing, willful, or deliberate violation or
non-compliance with any statute, regulation, ordinance, administrative
complaint, notice of violation, notice letter, executive order or any instruction of
any governmental agency or body.
However, the Company shall defend a Claim against an Insured who did not commit,
participate in, or have knowledge of the acts or omissions set forth in Subparagraph
B.1. or B.2., except the Company shall not defend any criminal prosecution under any
circumstances.
C. Employee Injury
Bodily Injury sustained by any employee of any Insured wi-iile engaged in employment
by any Insured including:
1. Any Claim by any person or entity for care, loss of services, loss of consortium
or death resulting at any time from such Bodily Injury or
2. Any Claim by any person or entity seeking contribution or indemnity because of
such Bodily Injury, except that this exclusion does not apply to liability arising
under a written contract executed prior to the Bodily Injury.
D. Express Warranty or Guarantee
Any express warranty or guarantee unless the Insured's liability arises as a result of a
Breach of Professional Duty and would have existed absent such express warranty or
guarantee.
E. Faulty Workmanship
The cost to repair or replace any faulty workmanship including, but not limited to faulty:
assembly, construction, erection, fabrication, installation, remediation, dismantling,
drilling, excavation or manufacturing.
F. Goods, Products, Fixtures or Components
The design, manufacture, sale, distribution or supply of any goods, products, fixtures or
components thereof including, but not limited to, computer programs or software, by or
on behalf of any Insured. How�ever, this exclusion does not apply to computer
programs or software created or modified specifically for a client for whom the Insured
is rendering Professional Services.
G. Insured v. Insured
Any Claim made by any Insured against any other Insured, whether collusive or not.
H. Intellectual Property
Infringement of patent, trademark or trade dress or misappropriation of trade secrets.
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Liability of Others Assumed by Contract
The liability of others assumed by any Insured under any contract or agreement unless
such liability arises as a result of a Breach of Professional Duty and would have
existed absent such contract or agreement.
J. Nuclear
Nuclear reaction, radiation or contamination, under any circumstances and regardless of
cause, within or originating from a Nuclear Facility.
K. Personal Injury
1. False arrest, detention, or imprisonment;
2. Malicious prosecution;
3. The wrongful eviction from, wrongful entry into, or invasion of the right of private
occupancy of a room, dwelling or premises that a person occupies;
4. Libel, slander or defamation; or
5. Invasion of privacy or violation of a right of privacy.
L. Prior Notice
Any fact or circumstance for which notice was given by an Insured to a professional
liability insurer prior to the effective date of this policy.
M. Third Party and Employment-Related Practices
Discrimination, humiliation, harassment, wrongful termination, retaliation, infliction of
emotional distress, negligent evaluation, wrongful discipline, wrongful reference, failure
to grant tenure, wrongful failure to employ or promote or wrongful demotion.
However, this exclusion does not apply to any Claim based upon the Americans With
Disabilities Act ("ADA") or Fair Housing Act ("FHA") or any state or local versions of
those acts, as may be amended from time to time and arising out of the Insured's
rendering or failure to render Professional Services.
N. War
1. War, including undeclared or civil war;
2. Warlike action by a military force, including action in hindering or defending
against an actual or expected attack, by any government, sovereign or other
authority using military personnel or other agents; or
3. Insurrection, rebellion, revolution, usurped power, or action taken by
governmental authority in hindering or defending against any of these.
This exclusion does not apply to a certified act of terrorism defined by Section 102.
Definitions, of the Terrorism Risk Act of 2002 and any revisions or amendments thereto.
O. Workers' Compensation and Similar Laws
Any obligation of any Insured under any workers' compensation, disability benefits or
unemployment compensation law or any similar laws.
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IV. DEFINITIONS
A. Agency Construction Manager means a person or organization that provides
professional consulting services to a project owner to assist the project owner in the
oversight of a project and to monitor the progress of the design and construction
process. However, the Company does not cover any At-Risk Construction
Management Services.
B. At-Risk Construction Management Services means services that are provided with
respect to any project for which any Insured holds any contract to perform any
assembly, construction, erection, fabrication, installation, remediation, dismantling,
drilling, excavation or manufacturing either by itself or through any subcontractor at any
tier.
C. Bodily Injury means bodily injury, sickness or disease sustained by a person, including
death resulting from any of these at any time.
D. Breach of Professional Duty means negligence, defined as the failure to meet the
professional standard of care legally required or reasonably expected under the
circumstances in the rendering of or failure to render Professional Services by the
Insured.
E. Claim means any demand or notice received by an Insured alleging a Breach
Professional Duty. A Claim does not include a Disciplinary Proceeding.
F. Damages means those amounts that the Insured is legally obligated to pay for any
Claim to which this insurance applies and shall include judgments and settlements,
interest on judgments, and punitive, exemplary or multiple Damages. However,
Damages shall not include:
1. The return or withdrawal of professional fees,
2. Sanctions, fines or penalties imposed by law against any Insured,
3. Punitive, exemplary or multiple Damages or other Damages, that are deemed
uninsurable under the law pursuant to which this policy shall be construed, and
4. Liquidated Damages, except for liability the Insured w�ould have had in the
absence of such Liquidated Damages.
G. Defense Expenses means reasonable and necessary:
1. Fees charged by any attorneys designated and approved by the Company for
services in connection with the investigation or defense of Claims;
2. Fees, costs and expenses resulting from the investigation and defense of a
Claim, if authorized in advance by the Company; and
3. Costs of the premium on an appeal bond on a judgment that the Company has
agreed to pay. The Company is not obligated to furnish such appeal bonds.
Defense Expenses shall not include the salaries of any employee or overhead of the
Company or of the Insured.
H. Disciplinary Proceeding means any matter alleging a violation of a rule of professional
conduct, including an initial inquiry before a state or federal licensing board or a peer
review committee to investigate such charges.
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I. First Named Insured means the Named Insured first shown in Item 1. of the
Declarations.
J. Insured means:
1. The Named Insured;
2. Any person who is or was a partner, officer, director, member or employee of
the Named Insured but only while acting within the scope of such individual's
duties or employment;
3. The heirs, executors, administrators, and legal representatives of each Insured
in Subparagraph J.1. and J.2. above, in the event of death, incapacity or
bankruptcy of such Insured, but only with respect to liability arising out of
Professional Services rendered by or on behalf of the Named Insured prior
to such Insured's death, incapacity or bankruptcy;
4. A former partner, officer, director, member or employee of the Named Insured
while rendering Professional Services for the Named Insured;
5. Contract or leased personnel wi-iile rendering Professional Services under the
supervision and direction of the Named Insured;
6. A limited liability company in which the Named Insured is a member, but only
for the Named Insured's legal liability arising out of the Named Insured's
participation in such limited liability company;
7. A joint venture in which the Named Insured is named as a co-venturer, but
only for the Named Insured's legal liability arising out of the Named Insured's
participation in such joint venture; or
8. Any Predecessor in Interest.
K. Liquidated Damages means any amount stipulated to in a written contract or written
agreement by any Insured to be the amount or measure of damages to be recovered
by an aggrieved party to such contract or agreement if any Insured breaches the such
contract or agreement or fails to perform or adequately perform its obligations under
such contract or agreement.
L. Mediation means non-binding intervention by a qualified, professional mediator or
judge.
M. Named Insured means the First Named Insured and any person or entity qualifying
as a Named Insured under this policy.
N. Nuclear facility means the site at which a nuclear reactor is located or where nuclear
waste or material is disposed of or stored.
O. Policy Period means the period of time from the effective date of this policy to the
expiration date or earlier termination date, if any, of this policy.
P. Predecessor in Interest means any prior entity that:
1. Was acquired or whose assets v�,�ere acquired prior to the effective date of this
policy or for which a name change has occurred prior to the effective date of
this policy,
2. Has been disclosed in the application for insurance under this Policy, and
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3. For which the Named Insured in a written contract or written agreement is
required to provide insurance coverage as is provided by this policy.
The partners and principals of a Predecessor in Interest are also included within the
definition of Predecessor in Interest.
Q. Professional Services means those services that: (1) the Insured is qualified to
perform and (2) are performed for others, in their capacity as an architect, engineer,
land surveyor, landscape architect, scientist, technical consultant or Agency
Construction Manager, including such services when performed on projects seeking
LEED certification and/or utilizing Building Information Modeling (BIM). Professional
Services shall not include: (1) facilities operations services, (2) maintenance operations
services or (3) At-Risk Construction Management Services.
V. LIMITS OF INSURANCE
A. The Limits of Insurance shown in Item 3. of the Declarations is the most the Company
will pay regardless of the number of:
1. Insureds,
2. Claims made, or
3. Person or organizations making Claims.
B. The Policy Aggregate Limit shown in Item 3.B. of the Declarations is the most the
Company will pay for all Damages and/or Defense Expenses for all Claims under
this policy.
C. Subject to B. above, the Each Claim Limit shown in Item 3.A. of the Declarations is the
most the Company will pay for all Damages and/or Defense Expenses for each
Claim under this policy in accordance with Section VII. RELATED CLAIMS.
D. Once the applicable limit of insurance has been exhausted by the payment of Damages
and/or Defense Expenses, the Company shall have no further duty to defend or pay
any Damages and/or Defense Expenses with respect to such Claim.
VI. DEDUCTIBLE
The Deductible shown in Item 4. of the Declarations applies to each Claim in same manner as
described in Section VII. RELATED CLAIMS and shall be the joint and several obligation of the
Named Insureds. The Deductible shall be applied to the payment of Damages and/or
Defense Expenses. The Limits of Insurance shall apply in excess of the Deductible.
The Named Insured must first pay any Damages and/or Defense Expenses within the
Deductible. After the exhaustion of the Deductible by the payment of Damages and/or
Defense Expenses by the Named Insured, Damages and/or Defense Expenses shall be
paid or reimbursed, whichever is applicable, in accordance with Paragraph D. of Section I.
COVERAGES.
The Company may advance payment for part or all of the Deductible and, upon notification of
such payment made, the Named Insured must promptiy reimburse the Company for the
Deductible advanced by the Company.
VII. RELATED CLAIMS
All Claims arising out of a single Breach of Professional Duty or any series of logically or
causally related Breaches of Professional Duty shall be considered a single Claim and shall
be deemed to be made at the time the first of such Claims is made.
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This policy shall only apply if the first Claim arising from such logically or causally related
Breaches of Professional Duty is made during the Policy Period or Extended Reporting
Period, if applicable.
This section applies regardless of the number of Insureds involved in such a Claim, the
number of Claims made, or the number of people or organizations that make the Claims.
VIII. CONDITIONS
As a condition precedent to the right of coverage under this policy, the Insured must do all of
the following:
A. INSURED'S DUTIES WHEN THERE IS A CLAIM
1. If a Claim is made against the Insured, give written notice to the Company, as
soon as practicable, but in no event later than sixty (60) days after the
expiration date or earlier termination date of the policy. Written notice shall be
given to:
LexinqtonAEClaims@aiq.com(the preferred method to ensure immediate notice)
or
Lexington Insurance Company
Architects & Engineers Claims
99 High Street
Boston, MA 02110
Such written notice shall include all of the following:
a. The actual or alleged Breach of Professional Duty or circumstance which
is the subject of the Claim;
b. A description of the Professional Services rendered by the Insured;
c. The datels) that such Professional Services w�ere rendered;
d. A description of the injury or damage that has resulted in the Claim;
e. The identities and addresses of any potential claimant(s); and
f. The project(s) involved in the Claim.
Written notice shall also include every demand, notice, summons or other
process received by the Insured or the Insured's representatives.
2. In addition, all Insureds must comply with all of the following:
a. Cooperate with the Company in the investigation, defense and
settlement of the Claim, including providing the Company with
information and/or documents requested by the Company in
connection with its investigation or defense of the Claim, within thirty
(30) days after such request by the Company;
b. Notify the Company immediately:
(1) Of any settlement offers or demands, and
(2) Upon receiving any request to engage in settlement
negotiations.
c. Submit to an examination by a representative of the Company, under
oath if required by the Company; and
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d. Assist the Company, upon the Company's request, to secure and
affect any rights of indemnity, contribution or apportionment.
Unless explicitiy provided under Section II.C. ATTENDANCE AT
MEDIATIONS, ARBITRATIONS, DEPOSITIONS OR TRIALS, any expenses
incurred by the Insured with respect to Subparagraphs 2.a. through 2.d.,
inclusive, shall be without charge to the Company.
3. If the Insured has the right to either accept or reject arbitration of any Claim,
exercise such right only with the written consent of the Company.
4. Other than what is required by law, refrain from discussing the facts and
circumstances of any Claim with anyone other than defense counsel
representing the Insured or representatives of the Company.
B. REPORTING OF A POTENTIAL CLAIM
If the Insured first becomes aware during the Policy Period of an actual or alleged
Breach of Professional Duty or circumstance that reasonably could give rise to a
Claim under this policy, the Insured may give written notice to the Company
containing all of ti�e information below. If such written notice is received by the
Company prior to the end of the Policy Period, then any Claim subsequently made
against the Insured arising out of the same Breach of Professional Duty or
circumstance shall be deemed to have been first made during the Policy Period.
The written notice shall contain all of the following information:
1. The actual or alleged Breach of Professional Duty or circumstance which is
the subject of a potential Claim;
2. A description of the Professional Services rendered by the Insured which
may result in the Claim;
3. The date(s) that such Professional Services which may result in the Claim
w�ere rendered;
4. A description of the injury or damage that may result in a Claim;
5. The identities and addresses of any potential claimantls);
6. The projectls) involved in any such potential Claim; and
7. The circumstances by which the Insured first became aware of the potential
Claim.
The Insured shall cooperate fully with the Company in any investigation of a potential
Claim.
C. VOLUNTARY PAYMENTS
No Insured shall admit any liability, settle any Claims or assume any obligations
without the prior written consent of the Company.
D. ACQUISITIONS OR FORMATION
The Company will cover any organization, other than joint ventures or limited liability
companies, the Named Insured nevuiy acquires or forms and over which the Named
Insured maintains ownership or a majority interest, only for sixty (60) days or for the
remainder of the Policy Period, whichever is less, from the date that the Named
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Insured acquires or forms it (hereinafter the "initial period"). No Insured is covered for
any Breach of Professional Duty that occurred before the Named Insured acquired
or formed the organization.
The First Named Insured shall notify the Company in writing within sixty (60) days
after the Named Insured newiy acquires or forms such organization. The Company
reserves the right to charge an additional premium for this initial period.
For coverage to apply after the expiration of this initial period, the Named Insured must
provide any information the Company requires within the first sixty (60) days after the
Named Insured newly acquires or forms such organization. The Company will review
such information and reserves the right to amend the policy and charge an additional
premium from the date of the acquisition or formation of such organization. The
additional premium must be paid when due in order for coverage to be extended for the
newiy acquired or formed organization.
E. ACTION AGAINST THE COMPANY
No person or organization has a right under this policy to sue the Company or to join
the Company as a party or otherwise bring the Company into a suit seeking
Damages against an Insured, unless:
1. all the terms and conditions of this policy have been fully complied with; and
2. the amount of such Damages have been fixed or rendered certain;
a. by final judgment against the Insured after trial of the issues; or
b. the time to appeal such judgment has expired without an appeal being
taken; or
c. if appeal is taken, after the appeal has been determined; or
d. by an agreed settlement in accordance with the terms and conditions of
this policy. An agreed settlement means a setdement and release of
liability executed by the claimant or the claimant's legal representative,
and the Insured, with the written consent of the Company.
F. APPLICATION
The statements in the application are the Insured's representations and are deemed
material. This policy is issued based upon the truth and accuracy of such
representations. The application to this policy is incorporated herein by reference shall
become part of this policy. This policy embodies all agreements existing betvUeen the
Insured and the Company or any of its representatives relating to this policy.
G. ASSIGNMENT
The interest of the Insured under this policy is not assignable to any other person or
organization without the prior written consent of the Company.
H. BANKRUPTCY
Bankruptcy, receivership or insolvency of the Insured will not relieve the Company of
its obligations under this policy. How�ever, such bankruptcy, receivership or insolvency
shall in no way increase the Company's liability under this policy nor will this insurance
apply to liability directly or indirectly due to bankruptcy, insolvency, receivership, or
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subsequent liquidation. The Insured must immediately send the Company any
petition, pleading or legal documents that could affect this insurance.
I. CANCELLATION
1. The First Named Insured may cancel this policy by mailing or delivering to the
Company advance written notice of cancellation.
2. The Company may cancel this policy by mailing or delivering to the First
Named Insured written notice of cancellation at least:
a. 10 days before the effective date of cancellation if the Company
cancels for nonpayment of premium; or
b. 30 days before the effective date of cancellation if the Company
cancels for any other reason.
3. The Company will mail or deliver the Company's notice to the First Named
Insured's last mailing address known to the Company.
4. Notice of cancellation will state the effective date of cancellation. The Policy
Period will end on that date.
5. If this policy is canceled, the Company will send the First Named Insured any
premium refund due. If the Company cancels, the refund will be pro rata. If
the First Named Insured cancels, earned premium will be calculated in
accordance with the customary short-rate table and procedure, or the Minimum
Earned Premium at Inception of the policy shown in Item 5.B. of the
Declarations, which ever is greater. The cancellation will be effective even if
the Company has not made or offered a refund.
6. If notice is mailed, proof of mailing will be sufficient proof of notice.
J. CHANGE IN CONTROL
1. If the First Named Insured consolidates with or merges into, or sells the
majority of its assets to any person or entity; or
2. If any person or entity acquires an amount of the outstanding ownership
interests representing more than 50% of the voting or designation pow�er for the
election of directors of the First Named Insured, or acquires the voting or
designation rights of such an amount of ownership interests;
this policy will continue in full force and effect as to a Breach of Professional Duty
that occurs prior to the effective date of such transaction. There will be no coverage
afforded by this policy for a Breach of Professional Duty that occurs on or after the
effective date such transaction.
K. CHANGES MADE TO THIS POLICY
The terms and conditions of this policy cannot be waived or changed except by specific
written endorsement issued by the Company and made part of this policy.
L. FALSE OR FRAUDULENT CLAIMS
If the Insured reports any Claim knowing such Claim to be false or fraudulent, this
policy shall become void and all insurance coverage hereunder shall be forfeited.
M. OPTIONAL EXTENDED REPORTING PERIOD
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1. If this policy is cancelled or non-renewed by the Company or the First Named
Insured, for reasons other than nonpayment of premium or failure to comply
with the terms and conditions of this policy, the First Named Insured shall
have the option to purchase an Optional Extended Reporting Period.
2. In order to purchase the Optional Extended Reporting Period, the First Named
Insured must notify the Company in writing, within sixty (60) days after the
end of the Policy Period, of its election of the Optional Extended Reporting
Period set forth in Item 7. of the Declarations and include the corresponding
additional premium with such written election. Once in place, the Optional
Extended Reporting Period cannot be cancelled by the First Named Insured or
the Company and the additional premium shall be fully earned. The Optional
Extending Reporting Period must be endorsed onto this policy.
3. The Optional Extended Reporting Period applies to a Claim which is first made
against the Insured during the Optional Extended Reporting Period because of
a Breach of Professional Duty which first takes place on or after the
Retroactive Date shown in Item 6. of the Declarations and prior to the end of
the Policy Period. Such Claim must be reported to the Company, as soon as
practicable, but no later than (60) days after the end of the Optional Extended
Reporting Period. The Optional Extended Reporting Period shall commence at
the end of Policy Period.
4. If this policy is succeeded by another claims-made professional liability policy,
then coverage provided under the Optional Extended Reporting Period shall be
excess over such other professional liability policy.
5. The quotation of a different premium, Deductible or Self-Insured Retention,
limitls) of insurance or differing terms and conditions for renewal does not
constitute a non-renewal for the purpose of this provision.
The Optional Extended Reporting Period shall not increase, reinstate or renew the
Limits of Insurance under this Policy.
N. OTHER INSURANCE
This insurance shall be excess over any other valid insurance, whether collectible or
not, and whether provided on a primary, excess, contingent or any other basis, provided
that such insurance is not specifically written to be excess over this policy.
O. SOLE AGENT
The First Named Insured is the appointed and irrevocable agent for all Insureds,
including, for the purpose of receipt of any notice of cancellation, notice of nonrenewal
(if applicable), negotiation and agreement to any endorsement and the payment or
return of any premium under this policy.
P. SUBROGATION
In the event of any payment under this policy, the Company shall be subrogated to all
the Insured's rights of recovery therefor against any person or organization and the
Insured shall execute and deliver instruments and papers and do whatever else is
necessary to secure such rights. The Insured shall do nothing after the Insured
becomes aware of a circumstance that reasonably could give rise to a Claim to
prejudice such rights. The Company agrees to waive this right of subrogation against
the client of the Insured to the extent that the Insured had, prior to a Claim, a written
agreement to waive such rights.
Q. SERVICE OF SUIT
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In the event of failure of the Company to pay any amount claimed to be due hereunder,
the Company, at the request of the Insured, will submit to the jurisdiction of a court of
competent jurisdiction within the United States. Nothing in this Condition constitutes or
should be understood to constitute a waiver of the Company's rights to commence an
action in any court of competent jurisdiction in the United States, to remove an action to
a United States District Court or to seek a transfer of a case to another court as
permitted by the laws of the United States or of any state in the United States. It is
further agreed that service of process in such suit may be made upon Counsel, Legal
Department, Lexington Insurance Company, 99 High Street, Boston, Massachusetts
02110 or his or her representative, and that in any suit instituted against the Company
upon this policy, the Company will abide by the final decision of such court or of any
appellate court in the event of an appeal.
Further, pursuant to any statute of any state, territory, or district of the United States
which makes provision therefor, the Company hereby designates the Superintendent,
Commissioner or Director of Insurance, or other officer specified for that purpose in the
statute, or his or her successor or successors in office as its true and lawFul attorney
upon whom may be served any lawFul process in any action, suit, or proceeding
instituted by or on behalf of the Insured or any beneficiary hereunder arising out of this
policy of insurance and hereby designates the above named Counsel as the person to
whom the said officer is authorized to send such process or a true copy thereof.
R. ARBITRATION
Exclusive Remedy: Notwithstanding the Service of Suit Clause, in the event of
disagreement as to the interpretation of this Policy, other than excess of policy limit
disputes, it is mutually agreed that such dispute shall be submitted to binding arbitration
before a panel of three (3) arbitrators consisting of two (2) party-nominated non-neutral
arbitrators and a third neutral arbitrator (hereinafter, the "umpire") as the sole, exclusive
and final remedy for the resolution of such dispute.
Rules of the Arbitration: With respect to procedural rules, the arbitrators shall be
relieved of all judicial formality and shall follow the procedural rules applicable to the
arbitration as set forth in the Commercial Arbitration Rules of the American Arbitration
Association, including its Optional Rules for Emergency measures of protection
(together, hereinafter, the "Rules") and judgment on the award rendered by the
arbitrators may be entered in any court having competent jurisdiction over the dispute.
Selection of Panel: The party initiating arbitration of a dispute (the "Initiating Party")
shall send notice in writing of its submission of the dispute to arbitration to the other
party (the "Respondent"), said notice including the name, address and occupation of
the arbitrator appointed by the Initiating Party. The Respondent, within thirty (30) days
after receipt of the notice from the Initiating Party, shall notify the Initiating Party in
writing of the name, address and occupation of the arbitrator nominated by the
Respondent. If the Respondent fails to notify the Initiating Party of its appointed
arbitrator within said thirty (30) days,the Initiating Party shall nominate the Respondent's
arbitrator. The two (2) arbitrators so selected shall, within thirty (30) days after the
appointment of the second arbitrator, select an umpire.
If the arbitrators are unable to agree upon an umpire, then if a Judicial Arbitration and
Mediation Services (hereinafter, "JAMS") umpire is available in the jurisdiction where
the arbitration proceedings are to be held, such umpire shall be selected in accordance
with Rule 15 (as may be amended from time to time) of the JAMS Comprehensive
Arbitration Rules and Procedures for the selection of a sole arbitrator. Hovvever, if a
JAMS umpire is not available in the jurisdiction where the arbitration proceedings are to
be held, then such umpire shall be appointed in accordance with R-13 (as may be
amended from time to time) of the American Arbitration Association Rules.
LX4204 (07/13)
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The arbitration hearings shall be completed within tw�elve (12) months after the selection
of the umpire.
S.
Venue of the Arbitration: The arbitration proceedings shall take place in Boston,
Massachusetts.
Finality and Timing of Award: The decision of at least two (2) of the three (3) panel
members shall be binding and final and not subject to appeal except for grounds of
fraud and/or gross misconduct by any of the arbitrators and/or umpire. The award shall
be issued within thirty (30) days after the close of the hearings. The arbitrators are not
empowered to award punitive or exemplary damages and the parties waive any right to
recover any such damages.
Expenses of Arbitration: Each party shall bear the expenses of its appointed arbitrator
and the fees and expenses of its attorneyls) and shall jointly and equally share with the
other the expense of the umpire and the arbitration.
Confidentiality: The parties shall maintain the confidential nature of the arbitration
proceedings and the award, including the hearingls), except as may be necessary: (1)
to prepare for or conduct the arbitration hearing on the merits, (2) in connection with a
court application for a preliminary remedy, (3) in connection with a judicial challenge to
an award or its enforcement, (4) in connection with a judicial proceeding to enforce an
award, (5) in connection with reinsurance or (6) unless otherwise required by law or
judicial decision.
Severability: If any provision or provisions of this arbitration clause shall be held to be
invalid, unenforceable or in conflict with the law of any jurisdiction, the validity and
enforceability of the remaining provisions shall not in any way be affected or impaired
the re by.
TITLES
The titles in this form and any endorsements included in this policy are solely for
reference and shall not in any way affect the provisions to which they relate.
IN WITNESS WHEREOF, the Company identified on the Declarations has caused this policy to be
signed by its President, Secretary and a duly authorized representative of the Insurance Company.
� � M
. ;
President
�~ �
�-
Authorized Representative
LX4204 (07/13)
Page 15 of 15
i j�
Secretary
69154022 I Master Certificate I Rebecca Puente I 7/7/2022 11:25:96 AM (EDT) I Page 99 of 61
.
;,�,,
UMBRELLA LIABILITY POLICY PROVISIONS
In this policy the words "you" and "your" refer to the
Named Insured first shown in the Declarations and
any other person or organization qualifying as a
Named Insured under this policy. "We", "us" and
"our" refer to the stock insurance company member
of The Hartford Financial Services Group Inc. shown
in the Declarations.
Other words and phrases that appear in quotation
marks also have special meaning. Refer to
DEFINITIONS (Section VII).
IN RETURN FOR THE PAYMENT OF THE
PREMIUM, in reliance upon the statements in the
Declarations made a part hereof and subject to all of
the terms of this policy, we agree with you as
follows:
SECTION I - COVERAGES
INSURING AGREEMENTS
A. Umbrella Liability Insurance
1. We will pay those sums that the "insured"
becomes legally obligated to pay as
"damages" in excess of the "underlying
insurance" or of the "self-insured retention"
when no "underlying insurance" applies,
because of "bodily injury", "property
damage" or "personal and advertising injury"
to which this insurance applies caused by an
"occurrence". But, the amount we will pay
as "damages" is limited as described in
Section IV - LIMITS OF INSURANCE.
No other obligation or liability to pay sums or
perForm acts or services is covered unless
explicitly provided for under Section II -
INVESTIGATION, DEFENSE,
SETTLEMENT.
2. This insurance applies to "bodily injury",
"property damage" or "personal and
advertising injury" only if:
a. The "bodily injury", "property damage" or
"personal and advertising injury" occurs
during the "policy period"; and
b. Prior to the "policy period", no insured
listed under Paragraph A. of Section III -
Who Is An Insured and no "employee"
authorized by you to give or receive notice
of an "occurrence" or claim, knew that the
"bodily injury" or "property damage" had
occurred, in whole or in part. If such a
listed insured or authorized "employee"
knew, prior to the "policy period", that
Form XL 00 03 09 16
O 2016, The Hartford
the "bodily injury" or "property damage"
occurred, then any continuation, change
or resumption of such "bodily injury" or
"property damage" during or after the
"policy period" will be deemed to have
been known prior to the "policy period".
3. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any
insured listed under paragraph A. of Section
III - Who Is An Insured or any "employee"
authorized by you to give or receive notice
of an "occurrence" or claim:
a. Reports all, or any part, of the "bodily
injury" or "property damage" to us or any
other insurer;
b. Receives a written or verbal demand or
claim for damages because of the
"bodily injury" or "property damage"; or
c. Becomes aware by any other means
that "bodily injury" or "property damage"
has occurred or has begun to occur.
B. Exclusions
This policy does not apply to:
1. Pollution
Any obligation:
a. To pay for the cost of investigation,
defense or settlement of any claim or
suit against any "insured" alleging actual
or threatened injury or damage of any
nature or kind to persons or property
which arises out of or would not have
occurred but for the pollution hazard; or
b. To pay any "damages", judgments,
settlements, loss, costs or expenses
that may be awarded or incurred:
i. By reason of any such claim or suit
or any such injury or damage; or
ii. In complying with any action
authorized by law and relating to
such injury or damage.
As used in this exclusion, pollution
hazard means an actual exposure or
threat of exposure to the corrosive, toxic
or other harmful properties of any solid,
liquid, gaseous or thermal:
a. Pollutants;
b. Contaminants;
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c. Irritants; or
d. Toxic substances;
Including:
Smoke;
Vapors;
Soot;
Fumes;
Acids;
Alkalis;
Chemicals, and
Waste materials consisting of or
containing any of the foregoing.
Waste includes materials to be
recycled, reconditioned or
reclaimed.
EXCEPTION
This exclusion does not apply:
a. To "bodily injury" to any of your
"employees" arising out of and in
the course of their employment by
you; or
b. To injury or damage as to which
valid and collectible "underlying
insurance" with at least the
minimum limits shown in the
Schedule of Underlying Insurance
Policies is in force and applicable to
the "occurrence". In such event,
any coverage afforded by this policy
for the "occurrence" will be subject
to the pollution exclusions of the
"underlying insurance" and to the
conditions, limits and other
provisions of this policy. In the event
that "underlying insurance" is not
maintained with limits of liability as
set forth in the Schedule of
Underlying Insurance Policies,
coverage under any of the
provisions of this exception does not
apply.
Exception b. does not apply to:
"Bodily injury" or "property damage"
arising out of the actual, alleged or
threatened discharge, dispersal,
seepage, migration, release or
escape of "pollutants":
(1) That are, or that are contained
in any property that is :
(a) Being transported or towed
by, handled, or handled for
movement into, onto or
from, any "auto";
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(b) Otherwise in the course of
transit by or on behalf of the
"insured"; or
(c) Being stored, disposed of,
treated or processed in or
upon any "auto";
(2) Before the "pollutants" or any
property in which the
"pollutants" are contained are
moved from the place where
they are accepted by the
"insured" for movement into or
onto any "auto"; or
(3) After the "pollutants" or any
property in which the
"pollutants" are contained are
moved from any "auto" to the
place where they are finally
delivered, disposed of or
abandoned by the "insured".
Paragraph (1) above does not apply
to fuels, lubricants, fluids, exhaust
gases or other similar "pollutants"
that are needed for or result from
the normal electrical, hydraulic or
mechanical functioning of an "auto",
covered by the "underlying
insurance" or its parts, if:
a. The "pollutants" escape, seep,
migrate, or are discharged or
released directly from an "auto"
part designed by its
manufacturer to hold, store,
receive or dispose of such
"pollutants"; and
b. The "bodily injury,' "property
damage" or "covered pollution
cost or expense" does not arise
out of the operation of any
following equipment:
i. Air compressors, pumps and
generators, including
spraying, welding, building
cleaning, geophysical
exploration, lighting or well
servicing equipment; and
ii. Cherry pickers and similar
devices mounted on
automobile or truck chassis
and used to raise or lower
workers.
Paragraphs (2) and (3) above do not
apply to "accidents" that occur away
from premises owned by or rented
to an "insured" with respect to
"pollutants" not in or upon an "auto"
Form XL 00 03 09 16
covered by the "underlying
insurance" if:
a.
b.
3.
4.
2. Workers
Laws
The "pollutants" or any property
in which the "pollutants" are
contained are upset, overturned
or damaged as a result of the
maintenance or use of the "auto",
and
The discharge, dispersal,
seepage, migration, release or
escape of the "pollutants" is
caused directly by such upset,
overturn or damage.
Compensation And Similar
Any obligation of the insured under a
workers' compensation, disability benefits or
unemployment compensation law or any
similar law.
Contractual Liability
Liability assumed by the "insured" under any
contract or agreement with respect to an
"occurrence" taking place before the
contract or agreement is executed.
Personal And Advertising Injury
This policy does not apply to "personal and
advertising injury".
EXCEPTION
This exclusion does not apply to the extent
that coverage for such "personal and
advertising injury" is provided by "underlying
insurance", but in no event shall any
"personal and advertising injury" coverage
provided under this policy apply to any claim
or "suit" to which "underlying insurance"
does not apply.
Any coverage restored by this EXCEPTION
applies only to the extent that such coverage
provided by the "underlying insurance" is
maintained having limits as set forth in the
Schedule of Underlying Insurance Policies.
5. Underlying Insurance
Any injury or damage:
a. Covered by "underlying insurance" but
for any defense which any underlying
insurer may assert because of the
"insured's" failure to comply with any
condition of its policy; or
b. For which "damages" would have been
payable by "underlying insurance" but
for the actual or alleged insolvency or
financial impairment of an underlying
insurer.
6. Aircraft
"Bodily injury" or "property damage" arising
out of the ownership, operation,
Form XL 00 03 09 16
7.
maintenance, use, entrustment to others,
loading or unloading of any aircraft:
a. Owned by any "insured"; or
b. Chartered or loaned to any "insured".
This exclusion applies even if the claims
allege negligence or other wrongdoing in the
supervision, hiring, employment, training or
monitoring of others by an insured, if the
"occurrence" which caused the "bodily
injury" or "property damage" involved the
ownership, maintenance, use or entrustment
to others of any aircraft that is owned or
operated by or rented or loaned to any
insured.
This exclusion does not apply to aircraft that
is:
a. Hired, chartered or loaned with a paid
crew; but
b. Not owned by any "insured".
This exclusion does not apply to "bodily
injury" to any of your "employees" arising out
of and in the course of their employment by
you.
Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, operation,
maintenance, use, entrustment to others,
loading or unloading of any watercraft.
This exclusion applies even if the claims
allege negligence or other wrongdoing in the
supervision, hiring, employment, training or
monitoring of others by an insured, if the
"occurrence" which caused the "bodily
injury" or "property damage" involved the
ownership, maintenance, use or entrustment
to others of any watercraft that is owned or
operated by or rented or loaned to any
insured.
This exclusion does not apply to:
a. Watercraft you do not own that is:
b.
c.
(1) Less than 51 feet long, and
(2) Not being used to carry persons or
property for a charge;
"Bodily injury" to any of your
"employees" arising out of and in the
course of their employment by you; or
Any watercraft while ashore on
premises owned by, rented to or
controlled by you.
8. War
Any injury or damage, however caused,
arising, directly or indirectly, out of:
a. War, including undeclared or civil war;
or
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b. Warlike action by a military force,
including action in hindering or
defending against an actual or expected
attack, by any government, sovereign or
other authority using military personnel
or other agents; or
c. Insurrection, rebellion, revolution,
usurped power, or action taken by
governmental authority in hindering or
defending against any of these.
9. Damage To Property
"Property damage" to property you own.
10. Damage To Your Product
"Property damage" to "your product" arising
out of it or any part of it.
11. Damage To Your Work
"Property damage" to "your work" arising out
of it or any part of it and included in the
"products-completed operations hazard".
This exclusion does not apply if the
damaged work or the work out of which the
damage arises was perFormed on your
behalf by a subcontractor.
12. Damage To Impaired Property Or
Property Not Physically Injured
"Property damage" to "impaired property" or
property that has not been physically
injured, arising out of:
a. A defect, deficiency, inadequacy or
dangerous condition in "your producY' or
"your work"; or
b. A delay or failure by you or anyone
acting on your behalf to perform a
contract or agreement in accordance
with its terms.
This exclusion does not apply to loss of use
of other property arising out of sudden and
accidental physical injury to "your product"
or "your work" after it has been put to its
intended use.
13. Recall Of Products, Work Or Impaired
Property
"Damages" claimed for any loss, cost or
expense incurred by you or others for the
loss of use, withdrawal, recall, inspection,
repair, replacement, adjustment, removal or
disposal of:
a. "Your producY';
b. "Your work"; or
c. "Impaired Property";
if such product, work or property is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect,
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deficiency, inadequacy or dangerous
condition in it.
14. Expected Or Intended
"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.
15. Employer Liability
Coverage afforded any of your "employees"
for "bodily injury" or "personal and
advertising injury":
a. To other "employees" arising out of and
in the course of their employment;
b. To the spouse, child, parent, brother or
sister of that "employee" as a
consequence of such "bodily injury" to
that "employee".
c. To you or, any of your partners or
members, (if you are a partnership, joint
venture), or your members (if you are a
limited liability company); or
d. Arising out of the providing or failing to
provide professional health care
services.
Subparagraphs a. and b. of this exclusion
apply:
(1) Whether the "insured" may be liable as
an employer or in any other capacity;
and
(2) To any obligation to share "damages"
with or repay someone else who must
pay "damages" because of the injury.
EXCEPTION
Subparagraphs a. and b. of this exclusion do
not apply if "underlying insurance" is
maintained providing coverage for such
liability with minimum underlying limits, as
described in the Schedule of Underlying
Insurance Policies.
16. Property Damage To Employee's
Property
Coverage afforded any of your "employees"
for "property damage" to property owned or
occupied by or rented or loaned to:
a. That "employee";
b. Any of your other "employees";
c. Any of your partners or members (if you
are a partnership or joint venture); or
d. Any of your members (if you are a
limited liability company).
Form XL 00 03 09 16
17. Uninsured Or Underinsured Motorists
Any claim for:
a. Uninsured or Underinsured Motorists
Coverage;
b. Personal injury protection;
c. Property protection; or
d. Any similar no-fault coverage by
whatever name called;
Unless this policy is endorsed to provide
such coverage.
18. Employment Practices Liability
a. Any injury or damage to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's
employment; or
(c) Employment-related practices,
policies, acts or omissions, such
as but not limited to: coercion,
demotion, evaluation,
reassignment, discipline,
defamation, harassment,
humiliation, discrimination or
malicious prosecution directed
at that person; or
(2) The spouse, child, parent, brother or
sister of that person, as a
consequence of any injury or
damage to that person at whom any
of the employment-related practices
described in paragraphs (a), (b), or
(c) above is directed.
This exclusion applies:
i. Whether the injury-causing event
described in part (1) above occurs
before employment, during
employment or after employment of
that person;
ii. Whether the "insured" may be liable
as an employer or in any other
capacity; and
iii. To any obligation to share
"damages" with or repay someone
else who must pay "damages"
because of the injury.
19. Employee Retirement Income Security
Act
Any liability arising out of intentional or
unintentional violation of any provision of the
Employee Retirement Income Security Act
of 1974, Public Law 93-406 (commonly
referred to as the Revision Act of 1974), or
any amendments to them.
Form XL 00 03 09 16
20. Asbestos
Any injury, damages, loss, cost or expense,
including but not limited to "bodily injury",
"property damage" or "personal and
advertising injury" arising out of, or relating
to, in whole or in part, the "asbestos hazard"
that:
a. May be awarded or incurred by reason
of any claim or suit alleging actual or
threatened injury or damage of any
nature or kind to persons or property
which would not have occurred in whole
or in part but for the "asbestos hazard";
or
b. Arise out of any request, demand, order,
or statutory or regulatory requirement
that any insured or others test for,
monitor, clean up, remove, encapsulate,
contain, treat, detoxify or neutralize or in
any way respond to or assess the
effects of any "asbestos hazard"; or
c. Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
detoxifying or neutralizing or in any way
responding to or assessing the effects of
an "asbestos hazard".
21. Racing And Stunting Activities
"Bodily injury" or "property damage" arising
out of the ownership, operation,
maintenance, use, entrustment to others, or
loading or unloading of any "auto" or "mobile
equipment" while being used in any:
a. Prearranged or organized racing, speed
or demolition contest;
b. Stunting activity; or
c. Preparation for any such contest or
activity.
22. Access Or Disclosure Of Confidential Or
Personal Information And Data-related
Liability
Damages arising out of:
a. Any access to or disclosure of any
person's or organization's confidential or
personal information, including patents,
trade secrets, processing methods,
customer lists, financial information,
credit card information, health
information or any other type of
nonpublic information; or
b. The loss of, loss of use of, damage to,
corruption of, inability to access, or
inability to manipulate electronic data.
This exclusion applies even if damages are
claimed for notification costs, credit
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monitoring expenses, forensic expenses,
public relations expenses or any other loss,
cost or expense incurred by you or others
arising out of that which is described in
Paragraph (1) or (2) above.
However, unless Paragraph (1) above
applies, this exclusion does not apply to
damages because of "bodily injury".
As used in this exclusion, electronic data
means information, facts or programs stored
as or on, created or used on, or transmitted
to or from computer software, including
systems and applications software, hard or
floppy disks, CD-ROMS, tapes, drives, cells,
data processing devices or any other media
which are used with electronically controlled
equipment.
23. Limited Underlying Coverage
Any injury, damage, loss, cost or expense,
including but not limited to "bodily injury",
"property damage" or "personal and
advertising injury" for which:
a. an "underlying insurance" policy or
policies specifically provides coverage;
but
b. because of a provision within the
"underlying insurance" such coverage is
provided at a limit or limits of insurance
that are less than the limit(s) for the
"underlying insurance" policy or policies
shown on the Schedule of Underlying
Insurance Policies.
24. Recording And Distribution Of Material
Or Information In Violation Of Law
Any injury, damage, loss, cost or expense,
including but not limited to "bodily injury",
"property damage", or "personal and
advertising injury" arising directly or
indirectly out of any action or omission that
violates or is alleged to violate:
a. The Telephone Consumer Protection
Act (TCPA), including any amendment
of or addition to such law;
b. The CAN-SPAM Act of 2003, including
any amendment of or addition to such
law;
c. The Fair Credit Reporting Act (FCRA),
and any amendment of or addition to
such law, including the Fair and
Accurate Credit Transaction Act
(FACTA); or
d. Any federal, state or local statute,
ordinance or regulation, other than the
TCPA, CAN-SPAM Act of 2003 or
FCRA and their amendments and
additions, that addresses, prohibits or
Page6of14
limits the printing, dissemination,
disposal, collecting, recording, sending,
transmitting, communicating or
distribution of material or information.
SECTION II - INVESTIGATION, DEFENSE,
SETTLEM ENT
A. With respect to "bodily injury", "property
damage" or "personal and advertising injury" to
which this insurance applies (whether or not the
"self-insured retention" applies) and
1. For which no coverage is provided under
any "underlying insurance"; or
2. For which the underlying limits of any
"underlying insurance" policy have been
exhausted solely by payments of "damages"
because of "occurrences" during the "policy
period",
We:
1. Will have the right and the duty to defend
any "suiY' against the "insured" seeking
"damages" on account thereof, even if such
"suiY' is groundless, false or fraudulent; but
our right and duty to defend end when we
have used up the applicable limit of
insurance in the payment of judgments or
settlements under coverages afforded by
this policy;
2. May make such investigation and settlement
of any claim or "suiY' as we deem expedient;
3. Will pay all expenses incurred by us, all
court costs taxed against the "insured" in
any "suit" defended by us and all interest on
the entire amount of any judgment therein
which accrues after the entry of the
judgment and before we have paid or
tendered or deposited in court that part of
the judgment which does not exceed the
applicable limit of insurance. However, such
costs do not include attorneys' fees,
attorneys' expenses, witness or expert fees,
or any other expenses of a party taxed to
the insured;
4. Will pay all premiums on appeal bonds
required in any such "suit", premiums on
bonds to release attachments in any such
"suiY' for an amount not in excess of the
applicable limit of insurance, and the cost of
bail bonds required of the "insured" because of
an accident or traffic law violation arising out of
the operation of any vehicle to which this
policy applies, but we will have no obligation to
apply for or furnish any such bonds;
5. Will pay all reasonable expenses incurred by
the "insured" at our request in assisting us in
the investigation or defense of any claim or
"suit", including actual loss of earnings not to
exceed $500 per day per "insured";
Form XL 00 03 09 16
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and the amounts so incurred, except settlement
of claims and "suits," are not subject to the "self-
insured retention" and are payable in addition to
any applicable limit of insurance.
The "Insured" agrees to reimburse us promptly
for amounts paid in settlement of claims or
"suits" to the extent that such amounts are within
the "self-insured retention".
B. You agree to arrange for the investigation,
defense or settlement of any claim or "suit" in
any country where we may be prevented by law
from carrying out this agreement. We will pay
defense expenses incurred with our written
consent in connection with any such claim or
"suit" in addition to any applicable limit of
insurance. We will also promptly reimburse you
for our proper share, but subject to the
applicable limit of insurance, of any settlement
above the "self-insured retention" made with our
written consent.
C. We will have the right to associate at our
expense with the "insured" or any underlying
insurer in the investigation, defense or
settlement of any claim or "suiY' which in our
opinion may require payment hereunder. In no
event, however, will we contribute to the cost
and expenses incurred by any underlying
insurer.
SECTION III - WHO IS AN INSURED
A. If you are doing business as:
1. An individual, you and your spouse are
"insureds", but only with respect to the
conduct of a business of which you are the
sole owner.
2. A partnership or joint venture, you are an
"insured". Your members, your partners, and
their spouses are also "insureds", but only
with respect to the conduct of your business.
3. A limited liability company, you are an
"insured". Your members are also
"insureds", but only with respect to the
conduct of your business. Your managers
are "insureds", but only with respect to their
duties as your managers.
4. An organization other than a partnership,
joint venture or limited liability company, you
are an "insured". Your "executive officers"
and directors are "insureds", but only with
respect to their duties as your officers or
directors. Your stockholders are also
"insureds", but only with respect to their
liability as stockholders.
5. A trust, you are an "insured". Your trustees
are also "insureds", but only with respect to
their duties as trustees.
B. Each of the following is also an "insured":
1. Your "volunteer workers" only while
performing duties related to the conduct of
Form XL 00 03 09 16
your business, or your "employees," other
than your "executive officers" (if you are an
organization other than a partnership, joint
venture or limited liability company) or your
managers (if you are a limited liability
company), but only for acts:
a. Within the scope of their employment by
you or while performing duties related to
the conduct of your business; and
b. Only if such "volunteer workers" or
"employees" are insureds under
"underlying insurance" with limits of
liability no less than stated in the
Schedule of Underlying Insurance
Policies, subject to all the coverage,
terms, conditions and limitations of such
"underlying insurance".
2. Any person or organization with whom you
agreed, because of a written contract,
written agreement or because of a permit
issued by a state or political subdivision, to
provide insurance such as is afforded under
this policy, but only with respect to your
operations, "your work" or facilities owned or
used by you.
This provision does not apply:
a. Unless the written contract or written
agreement has been executed, or the
permit has been issued prior to the
"bodily injury," "property damage," or
"personal and advertising injury"; and
b. Unless limits of liability specified in such
written contract, written agreement or
permit is greater than the limits shown
for "underlying insurance"; or
c. Beyond the period of time required by
the written contract or written
agreement.
3. Any person or organization having proper
temporary custody of your property if you
die, but only:
a. With respect to liability arising out of the
maintenance or use of that property;
and
b. Until your legal representative has been
appointed.
4. Your legal representative if you die, but only
with respect to his or her duties as such.
That representative will have all your rights
and duties under this policy.
C. With respect to "auto", any "insured" in the
"underlying insurance" is an "insured" under this
insurance policy, subject to all the limitations of
such "underlying insurance".
D. Any organization you newly acquire or form,
other than a partnership, joint venture or limited
liability company, and over which you maintain
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financial interest of more than 50% of the voting
stock, will qualify as an "insured" if there is no
other similar insurance available to that
organization.
H oweve r:
1. Coverage under this provision is afforded
only until the 180th day after you acquire or
form the organization or the end of the
"policy period", whichever is earlier;
2. This insurance does not apply to "bodily
injury" or "property damage" that occurred
before you acquired or formed the
organization; and
3. This insurance does not apply to "personal
and advertising injury" arising out of an
offense committed before you acquired or
formed the organization.
B. The Limit of Insurance stated as the General
Aggregate Limit is the most we will pay for the
sum of "damages", other than "damages":
1. Because of injury or damage included within
the "products-completed operations hazard";
2. Because of "bodily injury" by disease to your
"employees" arising out of and in the course
of their employment by you; and
3. Because of "bodily injury" and "property
damage" arising out of the ownership,
operations, maintenance, use, entrustment
to others, loading or unloading of any "auto".
C. The Limit of Insurance stated as the Products
Completed Operations Aggregate Limit is the
most we will pay for "damages" because of
injury or damage included within the "products-
completed operations hazard".
E. Each person or organization, not included as an D. The Limit of Insurance stated as the Bodily
"insured" in Paragraphs A., B., C., or D., who is Injury By Disease Aggregate Limit is the most
an "insured" in the "underlying insurance" is an we will pay for "damages" because of "bodily
"insured" under this insurance subject to all the injury" by disease to your "employees" arising
terms, conditions and limitations of such out of and in the course of their employment by
"underlying insurance". you.
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.
With respect to any person or organization who
is not an "insured" under "underlying insurance",
coverage under this policy shall apply only to
loss in excess of the amount of the "underlying
insurance" or "self-insured retention" applicable
to you.
However, coverage afforded by reason of the
provisions set forth above applies only to the extent:
(i) Of the scope of coverage provided by the
"underlying insurance" but in no event shall
coverage be broader than the scope of coverage
provided by this policy and any endorsements
attached hereto; and
(ii) That such coverage provided by the "underlying
insurance" is maintained having limits as set
forth in the Schedule of Underlying Insurance
Policies.
SECTION IV - LIMITS OF INSURANCE
A. The Limits of Insurance shown in the
Declarations and the rules below fix the most we
will pay regardless of the number of:
1. "Insureds";
2. Claims made or "suits" brought;
3. Persons or organizations making claims or
bringing "suits"; or
4. Coverages under which damages are
covered under this policy.
E. Subject to B., C., or D above, whichever applies,
the Each Occurrence Limit is the most we will
pay for "damages" because of all "bodily injury",
"property damage", and "personal and
advertising injury" arising out of any one
"occurrence".
F. Our obligations under this insurance end when
the applicable Limit of Insurance available is
used up. If we pay any amounts for "damages"
in excess of that Limit of Insurance, you agree to
reimburse us for such amounts.
G. The Limits of Insurance of this policy apply
separately to each consecutive annual period
and to any remaining period of less than 12
months, starting with the beginning of the "policy
period" shown in the Declarations. However, if
the "policy period" is extended after issuance for
an additional period of less than 12 months, the
additional period will be deemed part of the last
preceding period for the purpose of determining
the Limits of Insurance.
SECTION V- NUCLEAR ENERGY LIABILITY
EXCLUSION (Broad Form)
A. The insurance does not apply:
1. To "bodily injury" or "property damage":
a. With respect to which an "insured" under
the policy is also an insured under a
nuclear energy liability policy issued by
Nuclear Energy Liability Insurance
Association, Mutual Atomic Energy
Liability Underwriters, Nuclear Insurance
Association of Canada or any of their
successors, or would be an insured
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under any such policy but for its
termination upon exhaustion of its limit
of liability; or
b. Resulting from the "hazardous
properties" of "nuclear material" and
with respect to which (a) any person or
organization is required to maintain
financial protection pursuant to the
Atomic Energy Act of 1954, or any law
amendatory thereof, or (b) the "insured"
is, or had this policy not been issued
would be, entitled to indemnity from the
United States of America, or any agency
thereof, under any agreement entered
into by the United States of America, or
any agency thereof, with any person or
organization.
2. To "bodily injury" or "property damage"
resulting from the "hazardous properties" of
"nuclear material" if:
a. The "nuclear material" (a) is at any
"nuclear facility" owned by, or operated
by or on behalf of, an "insured" or (b)
has been discharged or dispersed
therefrom;
b. The "nuclear material" is contained in
"spent fuel" or "waste" at any time
possessed, handled, used, processed,
stored, transported or disposed of by or
on behalf of an "insured"; or
c. The "bodily injury" or "property damage"
arises out of the furnishing by an "insured"
of services, materials, parts or equipment
in connection with the planning,
construction, maintenance, operation or
use of any "nuclear facility", but if such
facility is located within the United
States of America, its territories or
possessions or Canada, this exclusion
c. applies only to "property damage" to
such "nuclear facility" and any property
thereat.
B. As used in this exclusion:
"Hazardous properties" include radioactive, toxic
or explosive properties;
"Nuclear material" means "source material",
"special nuclear material" or "by-product
material";
"Source material", "special nuclear material" and
"by-product material" have the meanings given
them in the Atomic Energy Act of 1954 or in any
law amendatory thereof;
"Spent fuel" means any fuel element or fuel
component, solid or liquid, which has been used
or exposed to radiation in a"nuclear reactor";
"Waste" means any waste material (a)
containing "by-product material" other than the
tailings or wastes produced by the extraction or
Form XL 00 03 09 16
concentration of uranium or thorium from any
ore processed primarily for its "source material"
content, and (b) resulting from the operation by
any person or organization of any "nuclear
facility" included under the first two paragraphs
of the definition of "nuclear facility".
"Nuclear facility" means:
(1) Any "nuclear reactor";
(2) Any equipment or device designed or used
for (a) separating the isotopes of uranium or
plutonium, (b) processing or utilizing "spent
fuel," or (c) handling, processing or
packaging "waste";
(3) Any equipment or device used for the
processing, fabricating or alloying of "special
nuclear material" if at any time the total
amount of such material in the custody of
the "insured" at the premises where such
equipment or device is located consists of or
contains more than 25 grams of plutonium
or uranium 233 or any combination thereof,
or more than 250 grams of uranium 235;
(4) Any structure, basin, excavation, premises
or place prepared or used for the storage or
disposal of "waste"; and includes the site on
which any of the foregoing is located, all
operations conducted on such site and all
premises used for such operations;
"Nuclear reactor" means any apparatus
designed or used to sustain nuclear fission in a
self-supporting chain reaction or to contain a
critical mass of fissionable material;
"Property damage" includes all forms of
radioactive contamination of property.
SECTION VI - CONDITIONS
A. Premium
All premiums for this policy shall be computed in
accordance with Item 5 of the Declarations. The
premium stated as such in the Declarations is a
deposit premium only which shall be credited to
the amount of any earned premium. At the
close of each "policy period", the earned
premium shall be computed for such period, and
upon notice thereof to the Named Insured first
shown in the Declarations shall become due and
payable by such Named Insured.
If the total earned premium for the "policy
period" is less than the premium previously paid
and more than the minimum premium, we shall
return to such Named Insured the unearned
portion paid by such Named Insured.
The Named insured first shown in the
Declarations shall maintain records of such
information as is necessary for premium
computation, and shall send copies of such
records to us at the end of the "policy period"
and at such times during the "policy period" as
we may direct.
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B. Inspection And Audit
We shall be permitted but not obligated to
inspect your property and operations at any
time. Neither our right to make inspections, nor
the making thereof, nor any report thereon, shall
constitute an undertaking on your behalf or for
your benefit or that of others to determine or
warrant that such property or operations are:
1. Safe;
2. Healthful; or
3. In compliance with any law, rule or
regulation.
We may examine and audit your books and
records at any time during the "policy period"
and extensions thereof and within three years
after the final termination of this policy, insofar
as they relate to the subject matter of this policy.
C. Duties In The Event Of Occurrence, Claim Or
Su it
1. You must see to it that we are notified as
soon as practicable of an "occurrence"
which may result in a claim under this policy.
This requirement applies only when such
"occurrence" is known to any of the
following:
a. You or any additional insured that is an
individual;
b. Any partner, if you or an additional
insured are a partnership;
c. Any manager, if you or an additional
insured are a limited liability company;
d. Any "executive officer" or insurance
manager, if you or an additional insured
are a corporation;
e. Any trustee, if you or an additional
insured is a trust; or
f. Any elected or appointed official, if you
or an additional insured is a political
subdivision or public entity.
This duty applies separately to you and any
additional insured.
To the extent possible, notice should
include:
a. How, when and where the "occurrence"
took place;
b. The names and addresses of any
injured persons and witnesses; and
c. The nature and location of any injury or
damage arising out of the "occurrence"
or "offense".
2. If a claim is made or "suit" is brought against
any insured, you must:
a. Immediately record the specifics of the
claim or "suit" and the date received;
and
b. Notify us in writing as soon as
practicable if the claim is likely to
exceed the amount of the "self-insured
retention" or "underlying insurance",
whichever applies.
3. You and any other involved insured must:
a. Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suiY' involving or likely to
involve a sum in excess of any "self-
insured retention" or "underlying
insurance", whichever applies";
b. Authorize us to obtain records and other
information;
c. Cooperate with us in the investigation or
settlement of the claim or defense
against the "suit"; and
d. Assist us, upon our request in the
enforcement of any right against any
person or organization which may be
liable to the insured because of injury or
damage to which this policy or any
"underlying insurance" or "self-insured
retention" may apply.
4. No insured will, except at that insured's own
cost, make or agree to any settlement for a
sum in excess of:
a. The total limits of "underlying
insurance"; or
b. The "self-insured retention" if no
"underlying insurance" applies without
our consent.
5. No insureds will, except at that insured's
own cost, make a payment, assume any
obligation, or incur any expenses, other than
first aid, without our consent.
D. Assistance And Cooperation Of The Insured
The "insured" shall:
1. Cooperate with us and comply with all the
terms and conditions of this policy; and
2. Cooperate with any of the underlying
insurers as required by the terms of the
"underlying insurance" and comply with all
the terms and conditions thereof.
The "insured" shall enforce any right of
contribution or indemnity against any person or
organization who may be liable to the "insured"
because of "bodily injury", "property damage" or
"personal and advertising injury" with respect to
this policy or any "underlying insurance".
E. Legal Action Against Us
No person or organization has a right under this
policy:
a. To join us as a party or otherwise bring us
into a"suit" asking for damages from an
insured; or
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b. To sue us on this policy unless all of its
terms and those of the "underlying
insurance" have been fully complied with.
A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured; but, we will not be liable for
damages that are not payable under the terms
of this policy or that are in excess of the limit of
liability. An agreed settlement means a
settlement and release of liability signed by us,
the insured and the claimant or the claimant's
legal representative.
F. Appeals
In the event the "insured" or the "insured's"
underlying insurer elects not to appeal a
judgment in excess of the "underlying insurance"
or the "self-insured retention," we may elect to
make such appeal, at our cost and expense.
If we so elect, we shall be liable in addition to
the applicable Limit of Insurance, for the:
1. Taxable costs;
2. Disbursements; and
3. Additional interest incidental to such appeal;
But in no event will we be liable for "damages" in
excess of the applicable aggregate Limit of
Insurance.
If a judgment is rendered in excess of the limits
of "underlying insurance" and we offer to pay our
full share of such judgment, but you or your
underlying insurers elect to appeal it, you, your
underlying insurers or both will bear:
a. The cost and duty of obtaining any appeal
bond;
b. The taxable costs, disbursements and
additional interest incidental to such appeal;
and
c. Any increase in damages over the amount
the matter could have been settled for after
the verdict was entered and before the
appeal was filed.
G. Otherinsurance
This policy shall apply in excess of all
"underlying insurance" whether or not valid and
collectible. It shall also apply in excess of other
valid and collectible insurance (except other
insurance purchased specifically to apply in
excess of this insurance) which also applies to
any loss for which insurance is provided by this
policy.
These excess provisions apply, whether such
other insurance is stated to be:
1. Primary;
2. Contributing;
3. Excess; or
4. Contingent.
Form XL 00 03 09 16
H. Transfer Of Rights Of Recovery Against
Others To Us
1. Transfer Of Rights Of Recovery
If the insured has rights to recover all or a
part of any payment we have made under
this policy, those rights are transferred to us.
The insured must do nothing after a loss to
impair them. At our request, the insured will
bring "suit" or transfer those rights to us and
help us enforce them.
a. Recoveries shall be applied to
reimburse:
(1) First, any interest (including the
Named Insured) that paid any
amount in excess of our limit of
liability;
(2) Second, us, along with any other
insurers having a quota share
interest at the same level;
(3) Third, such interests (including the
Named Insured) of whom this
insurance is excess.
However, a different apportionment may
be made to effect settlement of a claim
by agreement signed by all interests.
b. Reasonable expenses incurred in the
exercise of rights of recovery shall be
apportioned among all interests in the
ratio of their respective losses for which
recovery is sought.
2. Waiver Of Rights Of Recovery (Waiver Of
Subrogation)
If the "insured" has waived any rights of
recovery against any person or organization
for all or part of any payment we have made
under this policy, we also waive that right,
provided the "insured" waived their rights of
recovery against such person or
organization in a contract, agreement or
permit that was executed prior to the injury
or damage.
I. Changes
This policy contains all the agreements between
you and us concerning the insurance afforded.
Notice to any agent, or knowledge possessed by
any agent or any other person shall not effect a
waiver or a change in any part of this policy, or
stop us from asserting any rights under the
terms of this policy.
The Named Insured first shown in the
Declarations is authorized on behalf of all
"insureds" to agree with us on changes in the
terms of this policy.
If the terms are changed, the changes will be
shown in an endorsement issued by us and
made a part of this policy.
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J. Separation Of Insureds
Except with respect to the Limits of Liability, and
any rights or duties specifically assigned in this
policy to the Named Insured first shown in the
declarations, this insurance applies:
a. As if each Named Insured were the only
Named Insured: and
b. Separately to each insured against whom
claim is made or "suit" is brought.
K. Maintenance Of Underlying Insurance
Policies affording in total the coverage and limits
stated in the Schedule of Underlying Insurance
Policies shall be maintained in full effect during
the currency of this policy. Your failure to
comply with the foregoing shall not invalidate
this policy, but in the event of such failure, we
shall be liable only to the extent that we would
have been liable had you complied herewith.
The Named Insured first shown in the
Declarations shall give us written notice as soon
as practicable of any of the following:
1. Any change in the coverage or in the limits
of any "underlying insurance", including but
not limited to a change from occurrence
coverage to claims made coverage;
2. Termination of part or all of one or more of
the policies of "underlying insurance";
3. Reduction or exhaustion of an aggregate
limit of liability of any "underlying insurance".
The "self-insured retention" shall not apply
should the "underlying insurance" be exhausted
by the payment of claims or "suits" which are
also covered by this policy.
L. Cancellation
1. The Named Insured first shown in the
Declarations may cancel this policy by
mailing or delivering to us or to any of our
authorized agents advance written notice of
cancellation.
2. We may cancel this policy by mailing or
delivering to the Named Insured first shown
in the Declarations at the address shown in
this policy, written notice of cancellation at
least:
a. 10 days before the effective date of
cancellation if such Named Insured fails
to pay the premium or any installment
when due; or
b. 30 days before the effective date of
cancellation if we cancel for any other
reason.
3. If notice is mailed, proof of mailing will be
sufficient proof of notice. Notice will state
the effective date of cancellation. The
"policy period" will end on that date.
Delivery of such notice by the Named
Insured first shown in the Declarations or by
us will be equivalent to mailing.
4. If the Named Insured first shown in the
Declarations cancels, the refund may be
less than pro rata, but we will retain any
minimum premium stated as such in the
Declarations. If we cancel, the refund will be
pro rata. The cancellation will be effective
even if we have not made or offered a
refund.
M. Non-Renewal
T
�
P.
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1. If we decide not to renew, we will mail or
deliver to the Named Insured first shown in
the Declarations, at the address shown in
this policy, written notice of non-renewal at
least 30 days before the end of the "policy
period".
2. If notice is mailed, proof of mailing will be
sufficient proof of notice.
3. If we offer to renew but such Named Insured
does not accept, this policy will not be
renewed at the end of the current "policy
period".
Workers' Compensation Agreement
With respect to "bodily injury" to any officer or
other employee arising out of and in the course
of employment by you, you represent and agree
that you have not abrogated and will not
abrogate your common-law defenses under any
Workers' Compensation Law by rejection of
such law or otherwise. If at any time during the
"policy period" you abrogate such defenses, the
insurance for "bodily injury" to such officer or
other employee automatically terminates at the
same time.
Bankruptcy Or Insolvency
In the event of the bankruptcy or insolvency of
the "insured" or any entity comprising the
"insured", we shall not be relieved of any of our
obligations under this policy.
Representations
By accepting this policy, you agree:
a. The statements in the Declarations are
accurate and complete;
b. The statements in the Schedule Of
Underlying Insurance Policies are accurate
and complete;
c. The statements in a. and b. are based upon
representations you made to us:
d. We have issued this policy in reliance upon
your representations; and
e. If unintentionally you should fail to disclose
all hazards at the inception of this policy, we
shall not deny coverage under this policy
because of such failure.
Form XL 00 03 09 16
SECTION VII - DEFINITIONS
Except as otherwise provided in this section or
amended by endorsement, the words or phrases
that appear in quotation marks within this policy
shall follow the definitions of the applicable
"underlying insurance" policy.
"Accident" includes continuous or repeated
exposure to the same conditions resulting in "bodily
injury" or "property damage".
"Asbestos hazard" means an exposure or threat of
exposure to the actual or alleged properties of
asbestos and includes the mere presence of
asbestos in any form.
"Auto" means:
a. A land motor vehicle, trailer or semitrailer
designed for travel on public roads, including
any attached machinery or equipment; or
b. Any other land vehicle that is subject to a
compulsory or financial responsibility law or
other motor vehicle insurance law where it is
licensed or principally garaged.
However, "auto" does not include "mobile
equipmenY'.
"Covered pollution cost or expense" means any
cost or expense arising out of:
1. Any request, demand, order or statutory or
regulatory requirement; or
2. Any claim or "suiY' by or on behalf of a
governmental authority demanding
that the "insured" or others test for, monitor, clean
up, remove, contain, treat, detoxify or neutralize, or
in any way respond to, or assess the effects of
"pollutants".
"Covered pollution cost or expense" does not include
any cost or expense arising out of the actual, alleged
or threatened discharge, dispersal, seepage,
migration, release or escape of "pollutants":
(1) That are, or that are contained in any property
that is:
a. Being transported or towed by, handled, or
handled for movement into, onto or from,
any "auto";
b. Otherwise in the course of transit by or on
behalf of the "insured"; or
c. Being stored, disposed of, treated or
processed in or upon any "auto"; or
(2) Before the "pollutants" or any property in which
the "pollutants" are contained are moved from
the place where they are accepted by the
"insured" for movement into or onto any "auto";
or
(3) After the "pollutants" or any property in which
the "pollutants" are contained are moved from
any "auto" to the place where they are finally
delivered, disposed of or abandoned by the
"insured".
Form XL 00 03 09 16
Paragraph a. above does not apply to fuels,
lubricants, fluids, exhaust gases or other similar
"pollutants" that are needed for or result from the
normal electrical, hydraulic or mechanical
functioning of an "auto", covered by the "underlying
insurance" or its parts, if:
(1) The "pollutants" escape, seep, migrate, or are
discharged or released directly from an "auto"
part designed by its manufacturer to hold, store,
receive or dispose of such "pollutants"; and
(2) The "bodily injury," "property damage" or
"covered pollution cost or expense" does not
arise out of the operation of any equipment
listed in paragraphs 6.b and 6.c. of the definition
of "mobile equipment".
Paragraphs b. and c. above do not apply to
"accidents" that occur away from premises owned by
or rented to an "insured" with respect to "pollutants"
not in or upon an "auto" covered by the "underlying
insurance" if:
(1) The "pollutants" or any property in which the
"pollutants" are contained are upset, overturned
or damaged as a result of the maintenance or
use of the "auto"; and
(2) The discharge, dispersal, seepage, migration,
release or escape of the "pollutants" is caused
directly by such upset, overturn or damage.
"Damages" include prejudgment interest awarded
against the "insured" on that part of the judgment we
pay.
"Damages" do not include:
1. Fines;
2. Penalties; or
3. Damages for which insurance is prohibited by
the law applicable to the construction of this
policy.
Subject to the foregoing, "damages" include
damages for any of the following which result at any
time from "bodily injury" to which this policy applies:
1. Death;
2. Mental anguish;
3. Shock;
4. Disability; or
5. Care and loss of services or consortium.
"Insured" means any person or organization
qualifying as an insured in the applicable WHO IS
AN INSURED provision of this policy. The insurance
afforded applies separately to each "insured" against
whom claim is made or "suit" is brought, except with
respect to the limit of our liability under LIMITS OF
INSURANCE (SECTION IV).
"Occurrence" means
1. With respect to "bodily injury" or "property
damage": an accident, including continuous or
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repeated exposure to substantially the same
general harmful conditions, and
2. With respect to "personal and advertising injury":
an offense described in one of the numbered
subdivisions of that definition in the "underlying
insurance".
"Policy period" means the period beginning with
the inception date stated as such in the Declarations
and ending with the earlier of:
1. The date of cancellation of this policy; or
2. The expiration date stated as such in the
Declarations.
"Self-insured retention" means the amount stated
as such in the Declarations which is retained and
payable by the "insured" with respect to each
"occurrence".
"Underlying insurance" means the insurance
policies listed in the Schedule of Underlying
Insurance Policies, including any renewals or
replacements thereof, which provide the underlying
coverages and limits stated in the Schedule of
Underlying Insurance Policies. The limit of
"underlying insurance" includes:
1. Any deductible amount;
2. Any participation of any "insured"; and
3. Any "self-insured retention" above or beneath
any such policy;
Less the amount, if any, by which the aggregate limit
of such insurance has been reduced by any
payment relating to any act, error, omission, injury,
damage or offense for which insurance is provided
by this policy, including Medical Payments Coverage
as described in the "underlying insurance." The
coverages and limits of such policies and any such
deductible amount, participation or "self-insured
retention" shall be deemed to be applicable
regardless of:
1. Any defense which any underlying insurer may
assert because of the "insured's" failure to
comply with any condition of its policy; or
2. The actual or alleged insolvency or financial
impairment of any underlying insurer or any
"insured".
The risk of insolvency or financial impairment of any
underlying insurer or any "insured" is borne by you
and not by us.
Page 14 of 14 Form XL 00 03 09 16
69159022 I Master Certificate I Rebecca Puente I 7/7/2022 11:25:46 AM (EDT) I Page 58 of 61
a
;�-;�.,:
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional
Conditions:
A. If this policy is cancelled by the Company, other
than for nonpayment of premium, notice of such
cancellation will be provided at least thirty (30)
days in advance of the cancellation effective date
to the certificate holder(s) with mailing addresses
on file with the agent of record or the Company.
B. If this policy is cancelled by the Company for
nonpayment of premium, or by the insured, notice
of such cancellation will be provided within (10)
Form IH 03 07 06 11
days of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.
If notice is mailed, proof of mailing to the last known
mailing address of the certificate holder(s) on file with
the agent of record or the Company will be sufficient
proof of notice.
Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were
issued a certificate of insurance applicable to this
policy's term.
Page 1 of 1
O 2011, The Hartford
69154022 I Master Certificate I Rebecca Puente I 7/7/2022 11:25:96 AM (EDT) I Page 59 of 61
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WORKEfZS' CaN1PE�15AT10�1 INSURANCE
W�RKERS' GIDM�ENSAITID�I Af�Q VYC �� DB �'�
EMP��YERS LIABILITY R4�ICY Agen# copY
TEXA� NQTIC� �F M�4TE�21AL GH�NGE EN��DRSEII�EIVT
This endorsem�n# appl�es only ta the ins�rance provided by tha palicy because �exas rs sk�awn ie� Ikern 3.A. af the
�nformakior� Page.
Jn the event af canc�llakian ar ot}�er material chang� af the policy, w� will mail advance n�tiee ta the pers�n or
organ�zalion named in tF�e Sch�ec�ule. �'he number af Gay� advance r�oti�e is s�awn in the Scf�eduke.
This er�dorser�ent shall no# ap�rate directly or indirectly to benefit anyone nat named in the Schedule.
�C�'I�d U ��
1. h�umber vf tfays �dv�r�ce nvkice:
�. �atGce wilf b� rnailad to�
30
PEi� L.lS� QN FIL�
This endorseme�t cY�anges the policy so whFeh �l is atlacT�ed etiective an �e �nceatian da�e of the pal�cy Unless a dilferent date is ir�dieateti below.
�l�e fal�owing'atlachin� �€�uso" need ba campleked onlywhen Rhis errdafsemank is kssu�d subsaquen# to preparatiora o# die �olicy.j
This er�darac:anent, effect�we on 911121 at 12:�i a.rn, standard time, fnrms a pari of_
Poii�y na. QOU�{34�531 o{�exas �+1ut�al Ir�sur�r�ce Carrrpany affectiue vn 9JT1�1
Issu�Q t�: �JA �f�fi�IN��RII�G ING
M��� Garrier Cade: 2993�
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69159022 I Master Certificate I Rebecca Puente I 7/7/2022 ii:25:46 AM (EDT) I Page 60 of 61
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Authorixed re�resentative
8�i 2fz s
l*�'i+LY.i�I���i
�J
� ���
4YORK�RS' COMPEh1SATl0�l INSURr4h1C�
wo��c��s` COMPEN�ATIDN A1�D V11� 42 0� �4 B
EMPLOYER� LIABILITY POLICY p,��n# ���y
TEXAS YYA►IV�R QF �UR RIGWT �� REC��lER FROM QTH�R� E�DDR5EMEN�
This endars�men# applies only to the insurar�ce �rovided �y the palicy because �exas ks shown in i#em 3.A. of ##�e
1nfa�rriatian Page,
Vti1e h�ve t#�e rig�t ta recover vur payments feom �nyane Ei�ble far a� inj�ry cover�d by #his poli�y. VN� wifl na# �nforce our
nght against the persan �r organiaatian named in tfi�e Sctie�ule, but this waiver appltes �nly with respect to ba�ily infury
arising ou# of the ope�a#ions described in the schedule where y�U are required by a�uritte� c�ntract k� ob#ain this waiver
frorn us.
This endorsement sh�ll no# operat� dir�ctly r�r irrd�reckly t� benefit ar�yone not named �n the Schedule.
The �rerrkiz�m far #,�is endarsernen# is snawn in the 8che�ule.
Schedu ka
� . { } 5pecific W�iver
Nam� Qf parson or organ�zafifln
{]Cj Bianke# Waiver
Any person ar organi�ation fflr wFrom the iVame� Insured has agreed by wr�tter� conkract to furnish khis waiver.
2. ���r�#ions: All 7exas opera#ior�s
3. Premium:
The prernium ch�rge for this endnrsement shall be 2.�0 percen# af the pre�ium deve�op�d on payroll fn oonne�tion
with work performed far the above person{s) or or�aniaatian(s) arisir�g o�# of the aperations described.
4_ Ad�rance Premiurr�: Included, see Infor�naiiar� Paga
This endorseme�t changes !he pofcy to whFeh �l is attaciae� eRective on l�e inceptian da�e of the pal�cy Unlass a dilferent data is ir�dieateti below.
�l�e fal�owing'atlaching �Eauso" need ba campleked onlywhen Rhis errdafsemank is kssu�d subsaquen# to preparatiora o# die �olicy.j
This er�darac:anent, effect�we on 911121 at 12:�i a.rn, standard time, fnrms a pari of_
Poii�y na. QOU�{34�531 o{�exas �+1ut�al Ir�sur�r�ce Carrrpany affectiue vn 9JT1�1
Issu�Q t�: �JA �f�fi�IN��RII�G ING
M��� Garrier Cade: 2993�
�
Thas is n�# a �ill
Authorixed re�resentative
ar��rz�
PO B�x 1205�, A�stin, T7C 7�T11-2�58
� af 1 texas�nutu�l.com �(80Qj 8�9y�B9� � Fax (80Q) 3�9-O6S4 WC 42 03 Q4 B
69159022 I Master Certificate I Rebecca Puente I 7/7/2022 ii:25:46 AM (EDT) I Page 61 of 61
103998-EPAG-Basswood Blvd & Old Santa Fe
Traffic Signal Engineering Contract
Final Audit Report
2022-07-12
Created: 2022-07-08
By: Andrea Munoz (Andrea.Munoz@fortworthtexas.gov)
Status: Canceled / Declined
Transaction ID: CBJCHBCAABAA8YOAMhupP8mcKqSlyDjFFz_asd05HXx0
"103998-EPAG-Basswood Blvd & Old Santa Fe Traffic Signal E
ngineering Contract" History
Document created by Andrea Munoz (Andrea.Munoz@fortworthtexas.gov)
2022-07-08 - 0:57:49 AM GMT- IP address: 204.10.91.100
Document emailed to fanta.kaba@fortworthtexas.gov for signature
2022-07-08 - 0:59:32 AM GMT
Document emailed to Sophia Gatewood (Sophia.Gatewood@fortworthtexas.gov) for approval
2022-07-08 - 0:59:33 AM GMT
Email viewed by Sophia Gatewood (Sophia.Gatewood@fortworthtexas.gov)
2022-07-08 - 12:32:01 PM GMT- IP address: 204.10.91.100
��;;� Document approved by Sophia Gatewood (Sophia.Gatewood@fortworthtexas.gov)
Approval Date: 2022-07-08 - 12:34:01 PM GMT - Time Source: server- IP address: 204.10.91.100
� Email viewed by fanta.kaba@fortworthtexas.gov
2022-07-08 - 1:34:00 PM GMT- IP address: 204.10.91.100
��,� Document e-signed by Fanta Kaba (fanta.kaba@fortworthtexas.gov)
Signature Date: 2022-07-08 - 1:35:54 PM GMT - Time Source: server- IP address: 204.10.91.100
Document emailed to Lauren Prieur (Lauren.Prieur@fortworthtexas.gov) for filling
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Email viewed by Lauren Prieur (Lauren.Prieur@fortworthtexas.gov)
2022-07-08 - 1:39:27 PM GMT- IP address: 108.209.194.42
Email viewed by Lauren Prieur (Lauren.Prieur@fortworthtexas.gov)
2022-07-11 - 7:22:41 AM GMT- IP address: 108.209.194.42
F�RTWaRTHg
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�=-;� Form filled by Lauren Prieur (Lauren.Prieur@fortworthtexas.gov)
Form filling Date: 2022-07-11 - 7:23:11 AM GMT - Time Source: server- IP address: 108.209.194.42
Document emailed to William.Johnson@fortworthtexas.gov for signature
2022-07-11 - 7:23:13 AM GMT
Email viewed by William.Johnson@fortworthtexas.gov
2022-07-11 - 11:57:04 AM GMT- IP address: 97.93.241.232
�=-;� Document e-signed by William Johnson (William.Johnson@fortworthtexas.gov)
Signature Date: 2022-07-11 - 11:57:41 AM GMT - Time Source: server- IP address: 97.93.241.232
Document emailed to Priscilla.Ramirez@fortworthtexas.gov for approval
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Email viewed by Priscilla.Ramirez@fortworthtexas.gov
2022-07-12 - 325:08 PM GMT- IP address: 74.139.215.230
Document declined by Priscilla.Ramirez@fortworthtexas.gov
Decline reason: Can you add the word "None" to Exhibit C.
2022-07-12 - 3:27:32 PM GMT- IP address: 74.139.215.230
F�RTWaRTHg
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