Press Alt + R to read the document text or Alt + P to download or print.
This document contains no pages.
HomeMy WebLinkAboutCC Resolution 13417 (HF&H Refuse Rate Review)RESOLUTION NO. 13417
RESOLUTION AUTHORIZING CITY MANAGER TO EXECUTE A CONTRACT
WITH HF&H CONSULTANTS, LLC IN AN AMOUNT NOT TO EXCEED $75,000
FOR WORK ON REFUSE RATES AND SERVICES FOR THE CITIES OF
SAN RAFAEL AND LARKSPUR, TOWN OF ROSS, LAS GALLINAS VALLEY
SANITARY DISTRICT AND ROSS VALLEY -SOUTH
THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES AS FOLLOWS:
The CITY MANAGER and CITY CLERK are authorized to execute, on behalf of the City
of San Rafael, an agreement with HF&H Consultants for Refuse Rate Review of Marin Sanitary
Service's Rate Application for the 2013 calendar year, in a form to be approved by the City
Attorney. The agreement shall be for an amount not to exceed $75,000, at the terms described in
the September 20, 2012 HF&H Consultants, LLC Proposal attached hereto as Exhibit A and
incorporated herein by reference.
I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing
resolution was duly and regularly introduced and adopted at a regular meeting of the City Council
of said City held on Monday the first day of October, 2012, by the following vote, to wit:
AYES: COUNCILMEMBERS: Connolly, Heller, Levine, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
/s r� G - 9,u ,ems
ESTHER C. BEIRNE, City Clerk
s
AGREEMENT
FOR: Review of Marin Sanitary Service's
2013 Rate Application
This Agreement is made and entered into this second day of October 2012, by and
between the CITY OF SAN RAFAEL (hereinafter "CITY"), and HF and H Consultants, LLC
hereinafter "CONTRACTOR").
RECITALS
WHEREAS, the City of Larkspur, the City of San Rafael, the Town of Ross, the County of
Marin and the Las Gallinas Sanitary District (the "Franchisors Group") have similar franchise
agreements with Marin Sanitary Services; and
WHEREAS, the City of Larkspur, the City of San Rafael, the Town of Ross, the County of
Marin and the Las Gallinas Sanitary District have utilized a jointly sponsored program to conduct
reviews of Marin Sanitary Services operations and expenses pursuant to the Franchise
Agreements, and
WHEREAS, the Franchisors Group desires to utilize the services of HF& H Consultants to
conduct the review.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION
A. CITY. The City Manager shall be the representative of the CITY for all
purposes under this Agreement. Economic Development Manager, Stephanie Lovette, is
hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER
shall supervise all aspects of the progress and execution of this Agreement.
B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT
DIRECTOR to have overall responsibility for the progress and execution of this Agreement for
CONTRACTOR. Richard Simonson is hereby designated as the PROJECT DIRECTOR for
CONTRACTOR. Should circumstances or conditions subsequent to the execution of this
Agreement require a substitute PROJECT DIRECTOR for any reason; the CONTRACTOR shall
notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONTRACTOR
CONTRACTOR shall perform the duties and/or provide services as described in
Exhibit " A " attached and incorporated herein.
3. DUTIES OF CITY
CITY shall cooperate with CONTRACTOR in his performance under this
agreement and shall compensate CONTRACTOR as provided herein.
4. COMPENSATION
For the full performance of the services described herein by CONTRACTOR, CITY
shall pay CONTRACTOR an amount NOT to exceed $75,000, including the cost of local
business license taxes as described in Section 20.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized
invoices submitted by CONTRACTOR.
5. TERM OF AGREEMENT
The term of this Agreement shall commence upon the date of execution of this
agreement and shall end on June 30, 2013.
6. TERMINATION
A. Discretionary. Either party may terminate this Agreement without cause
upon thirty (30) days written notice mailed or personally delivered to the other parry.
B. Cause. Either parry may terminate this Agreement for cause upon ten (10)
days written notice mailed or personally delivered to the other party, and the notified party's
failure to cure or correct the cause of the termination notice, to the reasonable satisfaction of the
party giving such notice, within thirty (30) days of the receipt of said notice.
C. Effect of Termination. Upon receipt of notice of termination, neither party
shall incur additional obligations under any provision of this Agreement without the prior written
consent of the other.
D. Return of Documents. Upon termination, any and all CITY documents or
materials provided to CONTRACTOR and any and all of CONTRACTOR's documents
described in paragraph 7 below, shall be delivered to CITY as soon as possible, but not later
than thirty (30) days after termination.
7. OWNERSHIP OF DOCUMENTS,
The written documents and materials prepared by the CONTRACTOR in
connection with the performance of its duties under this Agreement, shall be the sole property of
CITY. CITY may use said property for any purpose, including projects not contemplated by this
Agreement.
2
B. INSPECTION AND AUDIT
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its
agent, for inspection and audit, all documents directly related to CONTRACTOR'S performance
of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in
any such audit or inspection.
9. ASSIGNABILITY
The parties agree that they shall not assign or transfer any interest in this
Agreement nor the performance of any of their respective obligations hereunder, without the
prior written consent of the other party, and any attempt to so assign this Agreement or any
rights, duties or obligations arising hereunder shall be void and of no effect.
10. INSURANCE
A. During the term of this Agreement, CONTRACTOR shall maintain, at no
expense to CITY, the following insurance policies:
1. A comprehensive general liability insurance policy in the minimum
amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal
injury, or property damage;
2. An automobile liability (owned, non -owned, and hired vehicles)
insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence;
3. If any licensed professional performs any of the services required to
be performed under this Agreement, a professional liability insurance policy in the minimum
amount of one million ($1,000,000) dollars to cover any claims arising out of *the
CONTRACTOR's performance of services under this Agreement.
B. The insurance coverage required of the CONTRACTOR by section 10. A.,
shall also meet the following requirements:
1. The insurance shall be primary with respect to any insurance or
coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any
contribution;
2. Except for professional liability insurance, the insurance policies shall
be endorsed for contractual liability and personal injury;
3. Except for professional liability insurance, the insurance policies shall
be specifically endorsed to include the CITY, and other entities in the Franchisors' Group, their
officers, agents, employees and volunteers as additionally named insureds under the policies;
4. CONTRACTOR shall provide to PROJECT MANAGER, (a)
Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific
endorsements naming CITY, and other entities in the Franchisors' Group, their officers, agents,
employees and volunteers as additional insureds under the policies;
5. The insurance policies shall provide that the insurance carrier shall
not cancel, terminate or otherwise modify the terms and conditions of said insurance policies
except upon thirty (30) days written notice to CITY's PROJECT MANAGER;
6. If the insurance is written on a Claims Made Form, then, following
termination of this Agreement, said insurance coverage shall survive for a period of not less than
five years;
7. The insurance policies shall provide for a retroactive date of
placement coinciding with the effective date of this Agreement;
8. PROJECT MANAGER and the City Attorney shall approve the
insurance as to form and sufficiency.
C. If it employs any person, CONTRACTOR shall maintain worker's
compensation and employee's liability insurance, as required by the State Labor Code and other
applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY
against all liability for injuries to CONTRACTOR's officers and employees.
D. Any deductibles or self-insured retentions in CONTRACTOR's insurance
policies must be declared to and approved by the PROJECT MANAGER and the City Attorney.
At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced
or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing
payment of losses and related investigations, claims administration, attorney's fees and defense
expenses.
11. INDEMNIFICATION
CONTRACTOR shall indemnify, release, defend and hold harmless CITY, and
other entities in the Franchisors' Group, their officers, agents, employees and volunteers, against
any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's
fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions,
intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees
in the performance of their duties and obligations under this Agreement.
12. NONDISCRIMINATION
CONTRACTOR shall not discriminate, in any way, against any person on the basis
of age, sex, race, color, religion, ancestry, national origin or disability in connection with or
related to the performance of its duties and obligations under this Agreement.
4
13. COMPLIANCE WITH ALL LAWS
CONTRACTOR shall observe and comply with all applicable federal, state and
local laws, ordinances, codes and regulations, in the performance of its duties and obligations
under this Agreement. CONTRACTOR shall perform all services under this Agreement in
accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release,
defend, indemnify and hold harmless CITY, and other entities in the Franchisors' Group, their
officers, agents and employees from any and all damages, liabilities, penalties, fines and all
other consequences from any noncompliance or violation of any laws, ordinances, codes or
regulations.
14. NO THIRD PARTY BENEFICIARIES
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to
create in any third party, any benefit or right owed by one party, under the terms and conditions
of this Agreement, to the other party.
15. NOTICES
All notices and other communications required or permitted to be given under this
Agreement, including any notice of change of address, shall be in writing and given by personal
delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the
parties intended to be notified. Notice shall be deemed given as of the date of personal delivery,
or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be
given as follows:
TO CITY: Mr. Jim Schutz, Assistant City Manager
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael CA 94915-1560
TO CONTRACTOR: Mr. Robert D. Hilton, President
HF&H Consultants, LLC
201 North Civic Drive, Suite 230
Walnut Creek, CA 94596
16. INDEPENDENT CONTRACTOR
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its
officers, agents and employees shall act in the capacity of an Independent Contractor, and not
as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status
of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and
not that of an employee of CITY.
5
17. ENTIRE AGREEMENT -- AMENDMENTS
A. The terms and conditions of this Agreement, all exhibits attached, and all
documents expressly incorporated by reference, represent the entire Agreement of the parties
with respect to the subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral
or written, regarding the subject matter between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the
subject matter of this Agreement, shall be valid or binding, except by way of a written
amendment to this Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified
except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement,
and the terms and conditions of the attached exhibits or the documents expressly incorporated
by reference, the terms and conditions of this Agreement shall control.
1 B. WAIVERS
The waiver by either party of any breach .or violation of. any tens, covenant or
condition of this Agreement, or of any ordinance law or regulation, shall not be deemed to be a
waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent
breach or violation of the same or other term, covenant, condition, ordinance, law or regulation.
The subsequent acceptance by either party of any fee, performance, or other consideration
which may become due or owing under this Agreement, shall not be deemed to be a waiver of
any preceding breach or violation by the other party of any term, condition, covenant of this
Agreement or any applicable law, ordinance or regulation.
19. COSTS AND ATTORNEY'S FEES
The prevailing party in any action brought to enforce the terms and conditions of
this Agreement, or arising out of the performance of this Agreement, may recover its reasonable
costs (including claims administration) and attorney's fees expended in connection with such
action.
2
20. CITY BUSINESS LICENSE/OTHER TAXES
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a
CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay
any and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer
identification number is 94-3097242. and CONTRACTOR certifies under penalty of perjury that
said taxpayer identification number is correct.
21. APPLICABLE LAW
The laws of the State of California shall govern this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
City Managed
CONTRACTOR
V V *t11W By:
l (J
Name: /,/C~f S.HoJs+j
Title: VJ Ga- /oi2Fslb Fr1
ATTEST:
15:�s1L-;-F AE"
City Clerk
APPROVED AS TO FORM:
Ci Attorney Y
-� HILTONF OP ID: SW
ACORO
ate, I CERTIFICATE OF LIABILITY INSURANCE DATE (MM/ODrrYYY)
11/21/12
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER 925-866-7050 NAMEACT
CCI Fincial & InL cense #0381624s. Sofutlons 90� 666-8275 A co, No, Ext); A/C, No):
P. O. Box 6076 E-MAIL
San Ramon, CA 94683-1328 ADDRESS:
CCIFIS INSURER(S) AFFORDING COVERAGE NAIC N
IN
A : Hartford Insurance Company 22357
INSURED HFBH Consultants, LLC INSURER B: American Casualty Co. of 20427
201 North Civic Drive Ste 230 Houston Casualty Company
Walnut Creek, CA 94596 INSURER C:
INSURER D:
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY ffXP LIMITS
LTR INSR: O POLICY NUMBER _ (MMIDD ) _ (MMIDD
GENERAL LIABILITY I EACH OCCURRENCE S 2,000,000
A X COMMERCIAL GENERAL LIABILITY X 57SBAGB6653 12/16/12 12/15/13 DAMAGEPREMISESS (
TO
occurrence) $ RENTED 1,000,000
CLAIMS -MADE X OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER
X POLICY PRO LOC
JECT
AUTOMOBILE LIABILITY
A ANY AUTO
ALLOWNED SCHEDULED
AUTOS AUrOS
X HIRED AUTOS X NON -OWNED
AUTOS
X UMBRELLA LIAR X OCCUR
A EXCESS LIAB CLAIMS -MADE
DED X RETENTION $ 10,000
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y I N
B ANY PROPRIETOR/PARTNER/EXECUTIVES""
OFFICER/MEMBER EXCLUDED? I / N I A
(Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
C Professional Liab
Retro Date: 8/1189
MED EXP (Any one person)
PERSONAL& ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMPIOP AGG
$ 10,000
$ 2,000,000
$ 4,000,000
$ 4,000,000
S
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required)
This insurance shall be primary with respect to any insurance or coverage
maintained by City and shall not call upon City's insurance for coverage or
contribution. The city and their officers, aggents, employees and volunteers
are included as Additional Insured under tfTe General Liability policy per
the attached.
CERTIFICATE HOLDER
SANRAFC
City of San Rafael
Attn: Stephanie Lovette
P.O. Box 151560
San Rafael, CA 94915
CANCELLATION
2,000,000
3,000,000
3,000,000
1,000,000
1,000,000
1,000,000
2,000,006
10,000
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
© 1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD
COMBINED SINGLE LIMIT
(Ea accident) S
57SBAGB6653
12/15/12
12/15/13
BODILY INJURY (Per person) S
BODILY INJURY (Par accident) $
° PROPERTY DAMAGE $
(Per accident)
.S
EACH OCCURRENCE $
57SBAGB6653
12/15/12
12/15/13
AGGREGATE S
S
X WC STATU- OTH-
TORY LIMITS ER
WC412269330
09/06/12
09/06113
E L EACH ACCIDENT $
E L DISEASE . EA EMPLOYEE $
E L DISEASE - POLICY LIMIT $
H71216977
06/01112
06101/13
'Occur/Agg
Retention
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required)
This insurance shall be primary with respect to any insurance or coverage
maintained by City and shall not call upon City's insurance for coverage or
contribution. The city and their officers, aggents, employees and volunteers
are included as Additional Insured under tfTe General Liability policy per
the attached.
CERTIFICATE HOLDER
SANRAFC
City of San Rafael
Attn: Stephanie Lovette
P.O. Box 151560
San Rafael, CA 94915
CANCELLATION
2,000,000
3,000,000
3,000,000
1,000,000
1,000,000
1,000,000
2,000,006
10,000
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
© 1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD
Named Insured. HF&H Consultants.LLC
Policy Number 57SBAGB6653
Policy Term: 12/15/12 12/15/13
(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 insurance.
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 this Coverage Part.
The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not apply to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon 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; and
BUSINESS LIABILITY COVERAGE FORM
b. Coverage under this provision does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal and advertising injury"
arising out of an offense committed
before you acquired or formed the
organization.
4. Operator Of Mobile Equipment
With respect to "mobile equipment" registered in
your name under any motor vehicle registration
law, any person is an insured while driving such
equipment along a public highway 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 equipment, 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 driving the equipment; 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. Operator of 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.
6._,. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The person(s) or organization(s) identified in
Paragraphs a. through f. below are additional
insureds when you have agreed, in a written
Form SS 00 08 04 05 Page 11 of 24
Na Insured: HF&H Cunau|conrs.1-1-C
Page 12 of 24 Form SS 00 08 04 05
Po..«/ Number: 57S8ACO6653
BUSINESS LIABILITY COVERAGE FORM
Policy Term: 12//5/12 12/15//3
ounboc1, written agreement or because of o
(m) Any failure to make such
permit issued by n state or po||Uum|
inspections, ncUuabnanto, tests or
oubdiv\oion, that such person or organization
servicing as the vendor has
be added as an additional insured on your
agreed to make or normally
po||cy, provided the injury o,damage occurs
undertakes to moho in the usual
subsequent to the execution of the contractor
course of businoms, in connection
agreement, orthe issuance ofthe permit.
with the distribution orsale ofthe
A person o, organization in an additional
products;
insured under this provision only for that
(f) Oemono!raUon, inatoUation,
period of time required by the oontroct,
servicing or repair opene8ons,
agreement orpermit.
except such operations performed
Howevor, no such person or organization in an
at the vendor's premises in
additional insured under this provision if such
connection with the sale of the
person or organization on io included as an
�
additional insured byanendorsement issued
(g) Products vvhich, after distribution
by un and made o port of this Coverage Part,
or sale by you, have been labeled
including all persons or organizations added
or nm|obe|od or used as n
as additional insureds under the specific
container, part oringredient ofany
additional insured coverage grants in Section
other thing or substance by or for
F.—Optional Additional Insured Coverages.
the vendor; or
e. Vendors
(h) "Bodily injury" or "property
Any po�on(u)oroqgon��n �) (referred �
''
damage" arising out of the ao|a
below as vendor), but only with respect ep�c to
negligence of the vendor for its
"bodily injury" or "property domage" arising
own acts oromissions orthose cf
out mf'"your which one distributed
its employees or anyone else
acting onits behalf. However, this
or sold in the regular course ofthe vendors
exclusion does not apply to:
business and only if this Coverage pad
provides coverage for "bodily injury" o/
(i) The exceptions contained in
property domnQo" included within the
Subparagraphs (d)or(f);or
products -completed operations hozend"
(i|) Such inspections, adjustments,
(1) The insurance afforded to the vendor
tests or servicing amthe vendor
is subject to the following additional
has agreed homake ornormally
exclusions:
undertakes homake inthe usual
This insurance does not apply to
'
course of business, in
connection with the distribution
(o) "Bodily injury" or "property
orsale ofthe products,
damage" for which the vendor is
(2) This insurance does not apply to any
obligated bz pay damages by
reason of the assumption of
insured person or organization from
|inbUih/inmconbaoioragnoomont�
whomyouhoveooquin�douohpu�dudo.
This exclusion does not apply to
or any ingredientpart or concontainer,ain�
'
liability for damages that the
entering into, accompanying or
vendor would have inthe absence
containing such producte
'
ofthe contract o,agreement;
b. Lessors OfEquipment
(b) Any express warranty
(1) Any person or organization from
unauthorized byyou;
whom you |e000 equipment; but only
(c) Any physical or chemical change
with respect to their liability for "bodily
"property
in the product made intentionally
damage" or
11
^pemona/
bythe vendoc
and advertising injury"
�
cauoed, in whole or in port, by your
(d) RepockoAing, except when
moinhanowce, operation or use of
unpacked solely for the purpose of
equipment |aosad to you by such
inmpechon, domonshoUon, beoUnQ,
person ororganization.
or the substitution of parts under
inmhooUono from the manufactuns,
and then nupoohoged in the
Page 12 of 24 Form SS 00 08 04 05
Named /nuurcd� HP&H Conau|cuncs.LLC
Policy Number 578BACB6553
Policy Term: 12/15/12 12/15/13
BUSINESS LIABILITY COVERAGE FORM
(2) With respect to the insurance afforded
m. permits Issued By State Or Political
to these additional |nnunmdo. this
Subdivisions
insurance does not apply to any
(1) Any state or political subdivision, but
"occurrence" which takes p|moa after
only with respect to operations
you cease tolease that equipment.
performed byyou ornnyour behalf for
o. Lessors Of Land OnPremises
which the state orpolitical subdivision
(1) Any person or organization from
'
whom you lease land orpremises, but
(2) With respect bothe insurance afforded
only with respect boliability arising out
to these additional |nounedm, this
of the ownenohip, maintenance or use
insurance does not apply to:
of that part of the land or premises
(a) "Bodily injury", "property damage"
leased boyou.
or "personal and advertising
(3) With respect tothe insurance afforded
injury" arising out of operations
to these additional inaunada, this
padbnned for the state or
insurance does not apply to:
municipality; or
(a) Any "occurrence" which takes
(k) "Bodily injury" ur"property damage"
place after you cease hmlease that
included within the "products -
land or be a tenant in that
completed operations hazard^.
premises; or
f. Any Other Party
(b) Sbodmno| o8enadono. new
(1) Any other person or organization who
construction or demolition
is not an insured under Paragraphs m.
operations performed by or on
through e. abuvm, but only with
behalf of such person or
respect to liability for "bodily injury",
organization.
^pnopody damage" or "personal and
d. Architects, Engineers Or Surveyors
advertising injury" caused, inwhole or
(1) Any o�hde�.enginae�o,oumeyo�but
in pod by your acts or omissions or
'
only with respect to liability for "bodily
the ads or omissions of those acting
injury", "property damage" or"personal
onyour behalf:
and advertising injury" caused, inwhole
(a) In the padbononce of your
or in part, by your acts or omissions or
ongoing operations;
the acts mvomissions ofthose acting on
(b) In connection with your premises
your behalf.
owned byorrented bmyou; or
(a) In connection with your premises;
(m) |nconnection with "your work" and
o/
included within the "products -
(b) In the performance of your
completed operations hoaond".but
ongoing operations performed by
only if
you oronyour behalf.
(V) The written contract orwritten
(2) With respect tothe insurance afforded
agreement requires you to
to these additional inounade, the
provide such coverage to
following additional exclusion applies:
such additional insured; and
This insurance does not apply to
(8) This Coverage Pad provides
"bodily injury", "property damage" or
coverage for "bodily injury" or
"penaona| and advertising injury"
^propedy damage" included
ohoinQ out of the rendering of or the
within the "products -
failure to render any professional
completed operations hezand^
services bycvfor you, including:
(2) With respect tothe insurance afforded
(a) The pvopahnQ, oppnoving, or
to these additional |nmumeds, this
failure to prepare or approve,
insurance does not apply to:
mapo, shop drawings, opinions,
"Bodily injury". "property damage" or
reports, sun/oys. Oo|d orders,
"pomoona| and advertising injury"
ohomQe ondmmo, designs o/
arising out ofthe rendering of, or the
drawings and specifications; or
hsi|uno to nender, any professional
(b) Suporvimory, inopecUon,
architectural, engineering orsurveying
architectural or engineering
services, including:
activities.
BUSINESS LIABILITY COVERAGE FORM
(a) The prepering, appnovng, or
failure to prepare or appnove,
mopo, shop drawingo, op|nionm,
reports, ourvaya. Ow|d ordana,
change ondem, designs or
drawings and specifications; or
(b) 8upemioory, inopecdon,
onohdechmro| or engineering
The limits cfinsurance that apply hzadditional
insureds are described in Section D.—LknKm
Cf|nsumenre.
How this insurance applies when other
insurance ioavailable buanadditional insured
is described inthe Other Insurance Condition
inSection E.—Liability And Medical Expenses
General Conditions.
No person or organization is on insured with
respect to the conduct of any current or past
podnoroh|p, joint venture or limited liability
company that is not shown as o Named Insured in
the Declarations.
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE
1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most
wawill pay regardless ofthe number of:
m. Insureds;
b. Claims made or"euits"brought; or
c. Persons ororganizations making claims or
bringing "suits".
2. Aggregate Limits
The most we will pay for:
a. Omnagoo because of "bodily injury" and
"property damage" included in the
"produoto-oompdoUedoperations hazard" io
the Pnoduoto-Comp|otod Operations
Aggregate Limit shown in the
Declarations,
b. Damages because of all other "bodily
injury", "property damage" or "personal
and advertising injury", including medical
expenses, iethe General Aggregate Limit
shown |nthe Declarations.
This General Aggregate Limit applies
separately to each of your "locations"
owned byorrented toyou.
"Location" means premises involving the
mnmo or connecting |otm, or premises
whose connection is interrupted only by
aheot, roadway or right-of-way of a
Named In. --u: HP&H Conau|canca.LLC
Policy Number: 57S8ACB8853
Policy Term: 12/15/12 12/15/13
This General Aggregate limit does no
apply to"property damage" to premises
while rented to you or temporarily
occupied by you with permission of the
mwner, oho|ng out of fina. lightning or
explosion.
3. Each Occurrence Limit
Subject to �a. or 2.b above, whichever
applies, the most wewill pay for the sum ofall
damages because of all "bodily injury",
'.property damage" and medical expenses
arising out of any one "occurrence" is the
Liability and yWed|ca! Expenses Limit shown in
the Declarations.
The most wewill pay for all medical expenses
because of "bodily injury" sustained by any
one person is the Medical Expenses Limit
shown inthe Declarations.
4. Personal And Advertising Injury Limit
Subject to 2.b. above, the most vvewill pay for
the sum of all damages because of all
'.personal and advertising injury" sustained by
any one person ororganization |mthe Personal
and Advertising Injury Limit shown in the
Declarations.
5. Damage To Premises Rented TpYou Limit
The Damage To Premises Rented To You
Limit is the most wewill pay under Business
Liability Coverage for damages because of
"pnzportydamage" hoany one premises, while
rented toyou, or!nthe case cfdamage byfire,
lightning or exp}ooion, while rented to you or
temporarily occupied byyou with permission of
the owner.
In the cone of damage by fire, lightning or
explosion, the Damage toPremises Rented To
You Limit applies to all damage proximately
caused by the same evant, whether such
damage results from fire, lightning orexplosion
orany combination ofthese.
0. Wow Limits Apply To Additional Insureds
The most we will pay on behalf oyo person or
organization who is an additional insured
under this Coverage Part iethe lesser of:
e. The limits of insurance specified in o
written oontnaot, written agreement or
permit issued by o state or po|iUoo/
subdivision; or
b. The Limits of Insurance shown in the
Dao|mmeUons.
Such amount mheU be o port of and not in
addition to the Limits of Insurance shown in
the Declarations and described inthis Section.
Page 14 of 24 Form SS 00 08 04 05
Named zu=uceu, oraa couourtauto' LLC
Policy Number: svoBuGBass»
eaaicr Term: 12/15/12 12/zs/z3
BUSINESS LIABILITY COVERAGE FORM
(6) When You Are Added As An
When this insurance is exoaoo over other
Additional Insured To Other
inourance, we will pay only our share of
Insurance
the amount of the |oou, if any, that
That is other insurance available to
exceeds the sum of:
you covering liability for damages
(1) The total amount that all such other
arising out of the premises or
insurance would pay for the loss inthe
operations, orproducts and completed
absence ofthis insurance; and
operations,for you have been
(2) The bzbd of all deductible and self -
added as an additional insured by that
insured amounts under all that other
|noumonom'or
'
|nounenoa.
(7) When You Add Others As An
VVewill share the remaining loss, ifany, with
Additional Insured To This
any other insurance that is not described in
Insurance
this Excess Insurance provision and was not
That |oother insurance available toan
bought specifically bnapply hmexcess ofthe
additional insured.
Limits of Insurance shown in the
Howaver. the following provisions
Declarations ofthis Coverage Part.
apply to other insurance available to
o. Method 0mSharing
any person or organization who is an
If all the other insurance ponn|to
additional insured under this Coverage
contribution byequal shares, wewill follow
Part'
'
this method also. Under this approach,
(m) Primary Insurance When
each insurer contributes equal amounts
Required ByContract
until it has pok{ its applicable limit of
This insurance is primary if you
insurance or none of the |oom mon�ains
'
have agreed inawhtt
whichever comes first.
written agreement or permit that
|fany ofthe other insurance does not permit
this insurance beprimary. If other
contribution by equal ahanes, we will
insurance iaalso primary, mmwill
contribute bylimits. Under this method, each
share with all that other insurance
insurer's share is basad on the ratio of its
by the method described in c'
applicable limit of insurance to the bxb*
below.
applicable limits ofinsurance ofall insurers.
(b) Primary And Non -Contributory
8' Transfer Of Rights Of Recovery Against
To Other Unmmmumcm When
Others To Us
Required By Contract
a' Transfer Of Rights Of Recovery
If you have agreed in m written
If the insured has rights bo recover all or
oonbact, written agreement or
part of any payment, including
permit that this insurance is
Supplementary Payments, wehave made
primary and non-contributory with
under this Coverage Pod. those rights are
the additional inounod'o own
transferred to us. The insured must do
insurance,this insurance |�
nothing after loss ho impair them. At our
primary and we will not seek
n*queut, the insured will bring "suit" or
contribution from that other
transfer those hQhba to us and help us
insurance.
anhnnoa them. This condition does not
Paragraphs (a)and (b)donot apply to
apply bmMedical Expenses Coverage.
other insurance towhich the additional
--
b. Waiver Of Rights Of Recovery (Waiver
insured has been added as on
Of Subrogation)
additional insured.
If the insured has waived any rights of
When this insurance is aucamo we w/U|
'
recovery against any person or
have noduty under this Coverage Part hm
organization for all orpart ofany payment,
defend the insured against any "ouit^|fany
including Supplementary Poymento, we
other insurer has o duh/ to defend the
have made under this Coverage Part, we
insured against that "suit". If no other
also waive that right, provided the insured
insurer defends, �o v|U undertake to do
waived their rights of recovery against
so,but x�U be entitled |naurad�
such person or organization in a oonboot,
rights against all those other insurers.
agreement or permit that was executed
prior tothe injury o/damage.
Form SS 00 08 04 05 Page 17 of 24