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