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HomeMy WebLinkAbout2020-002-E AMS - Summit Parking deck evaluationRevised 11/19 1 [Departmental Use Only] TITLE Eno River Parking Deck Inspection and Design Services FY 2019-20 NORTH CAROLINA CONSULTING SERVICES AGREEMENT NO RFQ ORANGE COUNTY This Agreement, made and entered into this 16th day of December, 2019, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Summit Design and Engineering Services Pllc, (hereinafter, the "Consultant"). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement (“Agreement”) is for professional consulting services to be rendered by Consultant to County with respect to (insert type of project)To provide Eno River Parking deck inspection and design services as per attached proposal items #1-4, Phase:1. 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is DocuSign Envelope ID: 5E47B263-475D-41C8-9B4C-D71593E80C95 Revised 11/19 2 solely responsible for the professional quality, accuracy and timely completion and submission of all reports, drawings, specifications, plans, documents and services (hereinafter “Deliverables”) related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Consultant. 2.2.7 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. ARTICLE 3 BASIC SERVICES 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described as: To provide inspection and design services related to the Eno parking deck as per attached proposal dated 12/3/19: "Phase 1" Items 1-4. ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4.1.1 The Consultant shall schedule and perform its activities in a timely manner. DocuSign Envelope ID: 5E47B263-475D-41C8-9B4C-D71593E80C95 Revised 11/19 3 4.1.2 Should the County determine that the Consultant is behind the agreed upon schedule, it may require the Consultant to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. 4.1.3 The Commencement Date for the Consultant's Basic Services shall be 12/16/19. ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services is Ten thousand seven hundred and 0/100 Dollars ($10,700.00). Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated Sandra D'Arensbourg to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 6.1.2 The County shall be solely responsible for determining whether Consultant as satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event the amount of an invoice is disputed County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a Task by Consultant. ARTICLE 7 INSURANCE AND INDEMNITY 7.1 General Requirements 7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contract s.php). If Owner’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as being not applicable). Consultant shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. DocuSign Envelope ID: 5E47B263-475D-41C8-9B4C-D71593E80C95 Revised 11/19 4 7.2 Indemnity 7.2.1 The Consultant agrees, without limitation, to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Consultant except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Consultant. 9.2 Other Termination 9.2.1 The Consultant may terminate this Agreement based upon the County's material breach of this Agreement; provided the County has not taken all reasonable actions to remedy the breach. The Consultant shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. 9.3 Compensation After Termination 9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Consultant. 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County within seven (7) days, at no additional cost, all Deliverables including any electronic data or files relating to the Project. 9.4 Waiver 9.4.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant with any provisions of this Agreement or the DocuSign Envelope ID: 5E47B263-475D-41C8-9B4C-D71593E80C95 Revised 11/19 5 waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 9.5 Suspension 9.5.1 County may suspend the work at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Consultant. Upon any suspension by County, Consultant shall discontinue the work and shall not resume the work until notified to proceed by County. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with, the County. 10.2 Limitation and Assignment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contract s.php). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit the definition of breach to discrimination. By executing this Agreement Consultant affirms that Consultant and any subcontractors of Consultant are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant’s breach of this Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant certifies that Consultant has not been identified, and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147- 86.58 and the Israel boycott list created pursuant to G.S. 147-86.81. DocuSign Envelope ID: 5E47B263-475D-41C8-9B4C-D71593E80C95 Revised 11/19 6 10.4 Dispute Resolution 10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Under no circumstances shall any dispute be addressed through binding arbitration. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Request for Proposals together with attachments distributed by the County and the Consultant’s submitted Proposal, all of which constitute the Contract Documents, represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the County’s Request for Proposals, attachments to the County’s Request for Proposals, the Consultant’s Proposal. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 10.8 Non-Appropriation 10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Consultant of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. DocuSign Envelope ID: 5E47B263-475D-41C8-9B4C-D71593E80C95 Revised 11/19 7 In the event of a change in the County’s statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Consultant of such limitation or change in County’s legal authority. 10.9 Notices and Signatures 10.9.1 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 10.9.2 Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Consultant’s Name & Address Attention: Sandra D'Arensbourg, AMS P.O. Box 8181 Hillsborough, NC 27278 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. COUNTY: Orange County CONSULTANT: __________________________ ____________________________ County Manager Printed Name and Title DocuSign Envelope ID: 5E47B263-475D-41C8-9B4C-D71593E80C95   December 3, 2019 Ms. Angel Barnes Capital Project Manager Orange County Asset Management Service 600 Hwy 86N Hillsborough, NC 28278 Re: Gateway Center Parking Deck Evaluation Hillsborough, NC Dear Ms. Barnes: We appreciate you contacting Summit Design and Engineering Services, PLLC regarding this project. Based on our meeting in the field earlier this week, and your conversations with Don Dewey, we understand that you wish to retain an engineering firm to provide inspection and design services related to the repair of this parking deck. Based on this, SUMMIT proposes providing the following services to Orange County: Phase 1 - Field Evaluation Phase 1. Review any existing facilities drawings 2. Prepare and execute a field inspection program to walkthrough the entirety of the facility, visually observing the facility for areas of damage or deterioration 3. Perform selective “chain drag” testing of any area of delamination concern. 4. Submit an engineering report detailing our findings to the County, which will include: a. An assessment of current conditions b. Recommended repairs for short and long term c. A proposed maintenance plan d. Budgetary probable construction cost for the necessary repairs. If desired, future phases will include the following: Phase 2 - Design Phase 5. Meet with the county to discuss and determine the scope of repair items to be included in a set of construction documents for the deck repairs DocuSign Envelope ID: 5E47B263-475D-41C8-9B4C-D71593E80C95 6. Prepare construction documents and specifications for the repair scope determined in step 5 above. 7. Provide a statement of probable construction cost 8. Submit plan to the county for approval Phase 3 - Bidding and Construction Phase 9. Assist the City with Advertising and Bidding as requested 10. Assist the City with public meetings as requested 11. If requested, provide construction management and inspection services during construction of these repair We propose providing the Field Evaluation Phase Services (Items 1-4) for a fixed fee of $10,700. Utilizing the outcome of phase 1, we will be able to determine fees for phases 2 and 3 once the evaluation report is complete. We look forward to assisting you with this project. Please let me know if you have any questions or if I can provide additional information. Regards, Summit Design and Engineering Services Chris Berg, PE Structural Engineering Manager DocuSign Envelope ID: 5E47B263-475D-41C8-9B4C-D71593E80C95 DocuSign Envelope ID:5E47B263-475D-41C8-9B4C-D71593E80C95 ® DATE(MMrODIYYYY} CERTIFICATE OF LIABILITY INSURANCE 0312012019 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 pDlicy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain poIicles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME Crystallreland Business Insurers of Carolinas AI�No Ext! (919)968-4611 alc,No {919)968-8991 800 Eastowne Drive.Suite 208 E-MAIL eireland@business-insurers.com ADDRESS: PO Box 2536 INSURERS}AFFORDING COVERAGE NAIL Iv Chapel Hill NC 27515-2536 INSURERA: Travelers Indeminity 25658 INSURED INSURER H: Travelers Property Cas Cc of America 36161 Summit Design and Engineering Services PLLC INSURER D: Accident Fund Genera[Ins Co 12304 504 Meadowlands Drive INSURER D: INSURER E Hilsborough NC 27278 INSURER F COVERAGES CERTIFICATE NUMBER. CL1932025274 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCEAFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOMM MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE IN SO WvD POLICY NUMBER MMIODYIYYYY MMIDDIWYY LIMITS X COMMERCIAL GENERAL LIABILITY CURRENCE $ 1,000.000 EACHOC CLAIMS-MADE 7XI OCCUR PREMISES Ea occurrence 5 1Qa.aao MED EXP(Any one parson) y 5.000 A Y 6304KOB9149 01/01/2019 01/01/2020 PERSONAL&ADVINJURY s 1.000.000 GEN'L AGGR EGATE LIMITAPPLIES PER: GENERALAGGREGATE $ 2.000.000 POLICY A PRO- ❑ 2.000.000 JECT LOC PRODUCTS-COMPIOPAGG $ OTHER: S AUTOMOBILE LIABILITY CGNIIINED SINGLE LIMIT $ 1,000.000 Ea accident IX ANYAUTO BODILY INJURY(Per person) S AOWNED SCHEDULED Y 810-2J958216 04102/2019 04/02/2020 BODILY INJURY(Per acodent) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Experience Mad Factor 2 s X UMBRELLA LIAR 7[ OCCUR EACH OCCURRENCE $ 6,000,000 B EXCESS LIAR CLAIMS-MADE CUP4K264429 01/01/2019 01/01/2020 AGGREGATE S 6,000,000 OEb I x RETENTION$ 10,000 $ WORKERS COMPENSATION X STATUTE ]� ORH- AND EMPLOYERS'LIABILITY YIN _ ANY PRORRIETORIPARTNERIEXECUTIVE E.L EACH ACC IDENT S 1,aoa,aoa C OFFICERIMEMBER EXCLUDED? ❑ NIA WCV6179537 01/01/2019 01l01l2020 (Mandatary in NH) E.L.DISEASE-EA EMPLOYEE 5 1,000,000 It yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT $ Excess Policy over GL•AU,VVC DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may he attached It more space Is required) Project:Link Facility Orange County is included as Additional Insured with regards to General Liability and Auto Llability policy as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Orange County ACCORDANCE WITH THE POLICY PROVISIONS. 200 S Cameron Street AUTHORIZED REPRESENTATIVE ) Hillsborough NC 27278 ./, P [c}1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The AC0RD name and Iogo are registered marks of AGORD DocuSign Envelope ID:5E47B263-475D-41C8-9B4C-D71593E80C95 Policy 810-2J958216 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES— INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS -- INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE —INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II —COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section 11. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1• The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION 11 — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 150th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is eartier. name, with your permission, white performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness, The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION 11 — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos" you own: executed by you before the "bodily injury" or t1 y Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ®2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 includes copyrighted mat eriat of Insurance Services Office,Inc.with its permission. DocuSign Envelope ID:5E47B263-475D-41C8-9B4C-D71593E80C95 COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any"auto"that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- tle any such claim or "suit" and keep The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac- An Insured, of SECTION II—COVERED AUTOS tions, LIABILITY COVERAGE: Any "employee" of yours is an "insured"while us- (ii) Neither you nor any other involved "insured" will make any settlement ing a covered "auto"you don't own, hire or borrow without our consent. in your business or your personal affairs. (iii)We may, at our discretion, participate E. SUPPLEMENTARY PAYMENTS — INCREASED in defending the "insured" against, or LIMITS in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II —COVERED AUTOS LIABIL- ITY COVERAGE: (iv)We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or"property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II —COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "Insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work, tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV -- BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, ern- have used up the applicable limit of bargo, or similar regulation imposed by the insurance In payments for damages, United States of America applies to and pro- settlements or defense expenses. hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available eyed Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent {c) This insurance is not a substitute far re- or borrow from an of quired or compulsory insurance in any y your "employees"• country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 02015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance services orrice,Inc.with its permission. DocuSign Envelope ID:5E47B263-475D-41C8-9B4C-D71593E80C95 COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with No deductibles apply to this Personal Property compulsory insurance requirements will not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph 8.3„ Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exchtsion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto"you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1,b, and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws pensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2,a„ of H. HIRED AUTO PHYSICAL. DAMAGE — LOSS OF SECTION IV--BUSINESS AUTO CONDITIONS. USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- five prompt notice of the "accident" or "loss" ap- graph AA.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner(if you are a partnership): $750 for any one"accident I. PHYSICAL DAMAGE — TRANSPORTATION (c) pan ember (if you are a limited liability com- p y), EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager(if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee"authorized by you to give no- AGE: tice of the"accident"or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered"auto"of the private passenger type. of SECTION IV -- BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III - PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- We will pay up to $400 for "loss" to wearing ap- tent required of you by a written contract signed and executed prior to any "accident" parel and other personal properly which is: or"loss", provided that the "accident"or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnily Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Serviees Omce,Inc.with its permission. DocuSign Envelope ID:5E47B263-475D-41C8-9B4C-D71593E80C95 COMMERCIAL AUTO such contract. The waiver applies ❑nly to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not Contract, prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium ❑r exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV— BUSINESS AUTO CONDITIONS: Page 4 of 4 ]2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission.