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HomeMy WebLinkAboutROSENOW SPEVACEK GROUP, INC. - 2004-12-28 Su ily Contracts Submittal to';,Q City Clerk'si3Offi lOr_1Ff Nunc Beach, i�,`1. C,a LLO To: City Clerk 1. Name of Contractor: Rosenow Spevacek Group,Inc. 2. Purpose of Contract: For Example:Audit Services or Water Quality Testing Huntington Lake—Huntington Central Park Provide economic analysis e 3. Amount of Contract: $50,000 Copy of contract distributed to: The ORIGINAL insurance certificate/waiver sent to Risk Management Initiating Dept._ City Treasurer_ ORIGINAL bonds sent to Treasurer CITY CLERK'S OFFICE USE ONLY: ame/ tensio Cate `DataZn City Attomey's Office iia �► c ID,_ Af 00:16 or. 6t7E130 ... ,�<Pedatfn Date: 12/28/04IR / ¢ Z f. Br a i ` }� 3 r '` ' r 1 , E �,REC O1rDS.biV_Check Citv:Cterk'r.batabaae,for F.xicting.File Q.DONF. g:/Attymisc/forms/city clerk contract transmittal.doc PROFESSIONAL SERVICES CONTRACT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND ROSENOW SPEVACEK GROUP, INC., ("RSG") FOR ECONOMIC ANALYSIS Table of Contents 1 Scope of Services.....................................................................................................1 2 Agency Staff Assistance......................................................................................:...2 3 Term;Time of Performance.....................................................................................2 4 Compensation..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless .........................................................................................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation.....................................................................................6 14 Copyrights/Patents...................................................................................................7 15 Agency Employees and Officials.............................................................................7 16 Notices.........................................................................................7 17 Consent....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings.....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees..........................................................................................................10 25 Survival.....................................................................................................................10 26 Governing Law.........................................................................................................10 27 Entirety......................................................................................................................10 jmp/contracts group/intematl sample/4/14/03 PROFESSIONAL SERVICES CONTRACT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND ROSENOW SPEVACEK GROUP, INC. FOR ECONOMIC ANALYSIS THIS AGREEMENT ("Agreement") is made and entered into this Wgday of DrXA04k" 2004, by and between the Redevelopment Agency of the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "AGENCY," and ROSENOW SPEVACEK GROUP, INC. ("RSG"), a Califonia Corporation hereinafter referred to as "CONSULTANT." WHEREAS, AGENCY desires to engage the services of a consultant to provide economic analysis; and Pursuant to documentation on file in the office of the Agency Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with;and CONSULTANT has been selected to perform these services, NOW,THEREFORE, it is agreed by AGENCY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A" which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Mr. James Simon who shall represent it and be its sole contact and agent in all consultations with AGENCY during the performance of this Agreement. agree/forms/agency profserv/4/14/03-A I 2. AGENCY STAFF ASSISTANCE AGENCY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM,TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence as soon as practicable after the execution of this Agreement by AGENCY (the "Commencement Date"). This Agreement shall expire on August 31, 2007, unless sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three years from the Commencement Date of this Agreement. These times may be extended with the written permission of AGENCY. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by AGENCY and CONSULTANT. 4. COMPENSATION In consideration of the performance of the services described herein, AGENCY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Fifty Thousand Dollars($50,000). 5. EXTRA WORK In the event AGENCY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from AGENCY. agree/forms/agency profserv/4/14/03-A 2 Additional compensation for such extra work shall be allowed only if the prior written approval of AGENCY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS,ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to AGENCY, and CONSULTANT shall turn these materials over to AGENCY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by AGENCY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless AGENCY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of AGENCY. CONSULTANT will conduct all defense at its sole cost and expense and AGENCY shall agree/forms/agency profserv/4/14/03-A 3 l^. approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to AGENCY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above- mentioned insurance shall not contain a self-insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of AGENCY. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify AGENCY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. agree/forms/agency profserv/4/14/03-A 4 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to AGENCY a certificate of insurance subject to approval of the Agency Counsel evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. shall state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by AGENCY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense,hold harmless and indemnification obligations as set forth in this Agreement. AGENCY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of AGENCY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and agree/forms/agency profserv/4/14/03-A 5 all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. AGENCY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by AGENCY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of AGENCY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of AGENCY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS AGENCY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. agree/forms/agency profserv/4/I4/03-A 6 r—� 15. AGENCY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no AGENCY official nor any regular AGENCY employee in the work performed pursuant to this Agreement. No officer or employee of AGENCY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to AGENCY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. AGENCY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO AGENCY: TO CONSULTANT: Redevelopment Agency of the City of Mr. James Simon Huntington Beach Partner ATTN: David C. Biggs Rosenow Spevacek Group,Inc. 2000 Main Street 309 West 4th Street Huntington Beach,CA 92648 Santa Ana, CA 92701 Phone: (714) 541-4585 x120 17. CONSENT When AGENCY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. agree/forms/agency profserv/4/14/03-A 7 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so'indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement agree/forms/agency profserv/4/14/03-A 8 which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and AGENCY agree that AGENCY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the Agency Counsel is the exclusive legal counsel for AGENCY; and AGENCY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, agree/forms/agency profserv/4/14/03-A 9 each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supercede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. agree/forms/agency profserv/4/14/03-A 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. CONSULTANT, REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a �cs C n Ott) Si7 e V&d e 6 1�oLe t'� municipal corporation of the State of California one . f D ZX By: puty Executive Director print name ITS: (circle one)Chairman/Presiden ice President APPR ED AS TO FORM: AND �-- r \\ Agency Counsel By:_ p Elm t REVIEWED AND APPROVE print name r ircle one)Secretary/Chief Financial Officer/Asst. i Secretary— reasurer / Executive Director (only for contracts$50,000.00 and over) agree/forms/agency profserv/4/14/03-A I I Exhibit A Professional Services Economic Analysis Redevelopment O Housing O Economic Development THE ASSIGNMENT The Redevelopment Agency of the City of Huntington Beach needs professional services in the area of economic analysis that will take several forms. Advice and financial analysis may be requested in any one of the following areas: 1. Economic Analysis — The consultant must be able to provide highly qualified advice and financial analysis pertaining to any redevelopment or housing project, including feasibility studies or proforma analysis, conducting 33433 Reports, or any other economic study or review. 2. Redevelopment — The consultant must be able to provide guidance in implementing redevelopment programs, requirements and procedures, as it relates to California Redevelopment Law(Health& Safety Code 33000) 3. Housing — The consultant must be able to provide highly qualified advice regarding implementing housing programs as they relate to California Redevelopment Law,the CDBG and HOME programs, and SCAG requirements. Redeielopment Agency of th'^' 9 .1 SRRli iRile.9 City of Huntington Beach Economic Analysis HOURLY'RATES RSG will charge for its services rendered on a time-and-materials basis, in accordance with the following Fee Schedule: Principal/Director $160 Senior Associate $130 Associate $110 Senior Analyst $ 90 Analyst $ 80 Research Assistant $ 70 I Word Processor/Graphic Artist $ 50 Clerical $ 40 Reimbursables Cost, plus 10% It is RSG's policy to not charge clients for mileage, parking, telephone/fax expense, postage, and incidental copies. We do, however, charge for additional insured certificates, messenger services, overnight mail costs, and copies of reports, documents, Inotices and support material in excess of five (5) copies. These costs are charged at actual expense,plus a 10%surcharge. RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance. Invoices will identify tasks completed to date,hours expended and the hourly rate. I Rosenow I I I Spevacek INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST R E C E I DEC 2 0 2004 1. Requested by: Carol Runzel, Economic Development City of Hunttngton Beach city Attorney's office 2. Date: December 20, 2004 3. Name of contractor/permittee: Rosenow Spevacek Group Inc. 4. Description of work to be performed: Providing economic analysis for a variety of possible protects: Housing, commercial projects, redevelopment and economic data analysis. 5. Value and length of contract: Not-to-exceed $50,000.00: three (3) years 6. Waiver/modification request GeneraINVorkers'/Professional liability cancellation 7. Reason for request and why it should be granted: Unable to comply with the city's cancellation clause wording requirement 8. Identify the risks to the City in approving this waiver/modification: None. Department Head Signat a Date: APPROVALS Approvals must be obtained in.the.order listed on this form. Two approvals are required fora request to be granted. Approval from the City Administrators Office is only required if Risk Management and the City Attorney's Office disagree. 1. Risk Management l Approved ❑ Denied I y v�I G �l ignature Date 2. City Attorney's Office 13pproved ❑ Denie SignaturdU Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved,the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Administrative Services UC I. 13. Z004,10:48AM-0U 1 A NV. 11 y—r. LiTE(rlWp DIYYM �4114U_ '4tK 11hICAli-,- OF LIABILITY INSURANCI'' ROSEN° 1 DJ 10/13/04 `PRODUCER THIS CERTIFICATE IS ISb%ED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Gelker B 'Rohrer Insurance HOLD THIS CCTEDOES NOT A �DR 10551 von xar�n Ave 0120 THE EHAfEA BY E POLICIES . Irvine CA 92612-1553 Phonc-.949-862-4900 Fax_949-752-2950 INSURERS APFORDWGCOVERAGE NNCX 01SuRID uLZURERA. Everest National WSURERD: 1JUM r>A M AMERICAN I21S CO ROSENOW SPEVACER GROUP Inc. N6UREi e. 109 West 4th Street INSURERD: anta Ana CA 92701-4502 r�euRaee COVERAGES THE POLICIES OF INGLOg4CE L.ISM KLOW HAVE BEEN ISSUED TO THE INSURES NA44W ABOVE FOR THE POLICY PERIDO INDICATED.NOTWITHSTAIDPA ANY REOU IREI19W TERM OR CONDITION OF ANYCONTRAGT OR OTkW 0OC U ENT WITH R"PSCT TO WHICH TH*CERWICATE M&Y BE ISSUEOOR MAY PERTAI{THE 0W,0 ANCEAFFORDED 8Y THE POUCkS M$CRI860 HEREN IS SUBJECT70 ALLTHE TRUIS.EXCLUSIONS AND CONDITIONS OF SUCTI POLICIES.AGGREGATE MTS SHOWN MAY HAVE BEEN RWLK=BY PAID CLA14. LTR WRN WKOFWSUIMCE POI.HCY NUMBER DA POW DOTE LIUITB GENERAL LIABILITY EACH OCCURRENCE S CNA+ERdM.C£NERALWERM L9 s CLAM UADE [�OCCUR WD EXP PM me Pe+sw) S PBtSONAL 6 ADV NJURY S GENERALAGGREGAT6 $ C MAGGRWATELMTAPPLKSPER; PTa000C13-COMPIOPAGO S POUCV Jeer LOC AUTOINOM E LLABHJTY COR*WM SINGLE LMT S ANYAIM (Ee eodQeM) ALL OWNEDAUTOS DOOILY 8CHIEDULEDAUTDS ( INJURY pVMM) s HIRW AUTOS DOOILYKAW NON•OWNWAUTOS P O ED AS FORM I awd-Q i 0`41RAGELIA0IUTY "ONLY-EAACCIOENT S ANYAUTO OT"mTHAN FaACG S AUTD ONLY: AGO i sGGFssAHueReUAL1AOLiYY EACHOCCURRENM f OCCUR ClAW&iAOE AGGREMM i RDEDUOnME Jim- aETENTION s s WOMERS COMPEIISATION AND T DR,r S ER A BAAPLOYERB'LIABILITY 3900008166041 03/01/04 03/01/05 F.L.EACHACCXDENf $1000000 �EXCWDAR�E EJ..OW,-.W.EAEMPLO s1000000 M yyam�,.desc*Ibe ceder sPF�tALPROVISKMbebW E.L.OMEASE•POLICYLmRT S 1000000 OTHER B PROFESSIONAL LTABI LH"02531 03/01/04 03/01/05 t�EsclerTraa of oPauTTorn r L.acATIONs t / AODED BYEMDORSEMENT�sF�sIAL PROYISIORS REDEVSTAPMEMT AGENCY OF THE CITY OF BUNTINGTON BEACH, ITS OFFICERS, OFFICIALS. EMPLOYEES, AGENTS AND VOLUNTEERS ARE ALL MANED ADDITIONAL INSUREDS WITH RESPECT TO WORKER COMP CERTIFICATE HOLDER CANCELLATION =NTnM SHOULDANYOFTHEABOVEDESCMWPOUCEESBECA31CRI BEFOR£THEEXPIRATTO DATETHEREOF,THEI8sumoomum wiLLENDE/WORTOWUL 30 DAYS WRITTEN REDEVELOPMENT AGENCY OF THE NOTICE TO THE CERTIFICATE HOUXR NAMM TO THE LEFT,BUTFALURE TO DO$O&HALL CYTY OF CSRISTI !m LNG SS OA BEACH MO NO OBUGATION OR l AIIJIJTY OFANY KNO UPON TTHHD p K ITS AGENTS OR Ozk 2000 XkIN STREET REPRli5e/TATNES HUNTINGTON BEACH CA 92640 AUTHORIMREPRESEMATIVF Oe2 ker a Rohrer c. ACORD 25(2M=) 0 ACCORD CORPORATION I" Su ity PROFESSIONAL SERVICE CONTRACTS H.fin'i&.,m PURCHASING CERTIFICATION 1. Requested by: Carol A. Runzel, Assistant Project Manager 2. Date: August 27, 2004 RE C E i v rz D 3. Name of consultant: Rosenow Spevacek Group, Inc. ("RSG") DEC 2 0 2004 4. Description of work to be performed: Economic Analysis City of HunNn9ton Beach 5. Amount of the contract: $50,000.00 CltyAttorneys Office 6. Are sufficient funds available to fund this contract?' ® Yes, ❑ No 7. Company number and object code where funds are budgeted: 305.80101 8. Is this contract generally described on the list of professional service contracts approved by the City Council? ® Yes, ❑ No 9. Is this contract within $25,000 or 25% (whichever is less) of the amount stated on the list of professional service contracts approved by the City Council?' ® Yes, ❑ No 10. Were (at least) informal written proposals requested of three consultants? ® Yes, ❑ No 11. Attach list of consultants from whom proposals were requested (including a contact telephone number). 12. Attach proposed scope of work. 13. Attach proposed payment schedule. iHARD-12M ADRIL, Manager urchasing/Central Services ' If the answer to any these questions is"No,"the contract will require approval from the City Council. Purchasing Cert Marston.doc 8/27/2004 9:57 AM Economic Development Department Economic Analysis RFP —June 2004 DISTRIBUTION Frank Spevacek Rosenow Spevacek Group, Inc. 217 North Main Street, Ste. 300 Santa Ana, CA 92701-4822 Phone: (714) 541-4585 Fax: (714)836-1748 spevacek(a)aol.com Lynn Sedway The Sedway Group 505 Montgomery Street Ste 600 San Francisco, CA 94111 (415)781-8900 Mr.Jim Rabe Keyser Marston Associates, Inc. 500 S. Grand Avenue,#1480 Los Angeles, CA 90071 Phone: (213)622-98095 Allen Kotin Allen D. Kotin &Associates 949 S Hope Street, Ste.200 Los Angeles, Ca 90015-1455 http://www.adkotin.com/firm quals.asp Stephen Copenhaven GRC Associates, Inc. 500 S. Kraemer Blvd. Ste. 565 Brea, CA 92821-6777 Mr. Larry Kosmont Kosmont Companies 601 S. Figueroa St., Ste. 3550 Los Angeles, CA 90017-5754 Phone: (213)623-8484 Fax: (213)623-8288 http://www.kosmont.com/ Jon B. Huffman Urban Futures, Inc. Crestview Corporate Center 3111 N. Tustin Avenue, Ste. 230 Orange, CA 92865-1753 ACOR,D,M CERTIFICATE OF LIABILITY INSURANCE UODC 09-23-2004 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION THE EMPIRE COMPANY/PHS ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 185025 P: (866) 467-8730 F: (877) 905-0457 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. O. BOX 33015 SAN ANTONIO TX 78265 INSURERS AFFORDING COVERAGE INSURED INSURER A:Hartford Casualty Ins Co INSURER B: ROSENOW SPEVACEK GROUP, INC. INSURERC: 301 W. FOURTH STREET INSURER D: SANTA ANA CA 92701 INSURER E: COVERAGES 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WSR TYPE Of INSURANCE POLICY NUM8fR POLICY EFFECTIVE POLICY EXPIRATION LTR DATE MM D DATf MM/DDNY LOWTTS GENERAL LIABILITY EACH OCCURRENCE $l 0 0 O 000 A COMMERCIAL GENERAL UABIUTY 72 SBA AD9365 02/14/04 02/14/05 FIRE DAMAGE(Any one fire) $l 000 000 CLAIMS MADE a OCCUR MED EXP IAny one person) $1 O 0 0 0 X Business Liab PERSONAL&ADV INJURY $l 000 000 GENERAL AGGREGATE s2, 0 0 O 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG s2 0 0 O 000 POLICY PEOT X LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $l, 000, 000 A ANY AUTO 72 SBA AD9365 02/14/04 02/14/05 (Ea accident! ALL OWNED AUTOS ax �t[r t��� BODILY INJURY $ SCHEDULED AUTOS D AS TO F it1YL (Per person! X HIRED AUTOS BODILY INJURY s X NON-OWNED AUTOS MCG TH (Per accident) RNE PROPERTY DAMAGE s (Per accident! GARAGE"ABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $l 0 0 O 0 0 0 A X OCCUR CLAIMSMADE 72 SBA AD9365 02/14/04 02/14/05 AGGREGATE $1, 000, 000 s HDEDUCTIBLE s X RETENTION $1 0, 0 0 0 s H. WORKERS COMPENSATION AND WC LIMITTATU O R EMPLOYERS'"ABILITY E.L.EACH ACCIDENT s E.L.DISEASE-EA EMPLOYEE s E.L.DISEASE-POUCY LIMIT s OTHER DESCRIPTION OF OPERA TIONS20CATlONSNEHICLESIEXCLUSIONS ADDED BY£NDORSEMENTISPECIAL PROVISIONS Those usual to the Insured' s Operations. The City of Huntington Beach , It 's Agents, Officers, and Employees are named as an Additional Insured as Per Business Liability Coverage Form SS0008 attached to this Policy. A General Liability Waiver of Subrogation applies to the Certificate Holder per form SS1215 Waiver of Subrogation attached to this Policy. CERTIFICATE HOLDER X ADDITIONAL INSURED;INSURER LETTER: A CANCELLATION Redevelopment Agency Of SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE P 9 Y EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL the City of Huntington Beach 30 DAYS WRITTEN NOTICE(10 DAYS FOR NON-PAYMENT)TO THE CERTIFICATE Attn" David C. Biggs HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 2000 Main Street REPRESENTATIVES. Huntington Beach, CA, 92648 �A-U—T�HOR[LZE�D REPRESfNTAJIY� ,4YYW--'¢?'nll7� ate ACORD 25-S(7/97) C ACORD CORPORATION 1988 THE It HARTFORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following 72 SBA AD9365 BUSINESS LIABILITY COVERAGE FORM C.Who is an insured in the BUSINESS LIABILITY or losses covered under the BUSINESS C. Who is an insured in the BUSINESS LIABILITY For losses covered under the BUSINESS COVERAGE FORM is amended to include as an LIABILITY COVERAGE of this.policy this insurance is insured the person or organization shown in the primarily to other valid and collective insurance which is Declarations but only with respect to liability arising available to the person or organization out of the operations of the named insured. shown in the Declarations as an Additional Insured. City of Huntington Beach, its agents, officers, employees and the Redevelopment Agency of the City of Huntington Beach Form SS 04 49 05 93 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1993 ABC DEF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREF .72SBAAD9365 I WAIVER OF SUBROGATION J This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM We waive any right of recovery we may have against: 1. Any person or organization shown in the Declarations, or 2. Any person or organization with whom you have a contract that requires such waiver. Redevelopment Agency of the City of Huntington Beach its agents, officers and employees Form SS 12 15 03 00 Page 1 of 1 © 2000,The Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 72SBAAD9365 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM C. Who is an insured in the BUSINESS LIABILITY For losses covered under the BUSINESS LIABILITY COVERAGE FORM is amended to include as an COVERAGE of this policy this insurance is primary insured the person or organization shown in the to other valid and collective insurance which is Declarations but only with respect to liability arising available to the person or organization shown in the out of the operations of the named insured. Small Declarations as an Additional Insured. Redevelopment Agency of the City of Huntington Beach its agents, officers and employees Form SS 04 49 05 93 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1993 i '[�TK �H,,�E 1 1 A TI+ORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following:Policy#72SBAAD9365 Rosenow Spevacek Group Inc BUSINESS LIABILITY COVERAGE FORM C.Who is an insured in the BUSINESS LIABILITY or losses covered under the BUSINESS: C. Who is an insured in the BUSINESS LIABILITY For losses covered under the BUSINESS COVERAGE FORM is amended to include as an LIABILITY COVERAGE of this policy this insurance is insured the person or organization shown in the primarily to other valid and collective insurance which is Declarations but only with respect to liability arising available to the person or organization out of the operations of the named insured. shown in the Declarations as an Additional Insured. The City of Huntington Beach , It's Agents, Officers, and Employees are named as an Additional Insured as Per Business Liability Coverage Form SS0008 attached to this Policy. Redevelopment Agency of the City of Huntington Beach Attn: David C. Biggs 2000 Main Street Huntington Beach, CA, 92648 Form SS 04 49 05 93 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1993 (d) Any structure, basin, excavation, c. A limited liability company, you are an premises or place prepared or used insured. Your members are also insureds, for the storage or disposal of"waste"; but only with respect to the conduct of and includes the site on which any of the your business. Your managers are foregoing is located, all operations insureds, but only with respect to their conducted on such site and all premises duties as your manager. used for such operations; d. An organization other than a partnership "Nuclear material" means "source or joint venture or limited liability company, material", "special nuclear material" or you are an insured. Your "executive "byproduct material"; officers" and directors are insureds, but only with respect to their duties as your "Nuclear reactor" means any apparatus officers or directors. Your stockholders designed or used to sustain nuclear are also insureds, but only with respect to fission in aself-supporting chain reaction their liability as stockholders. or to contain a critical mass of fissionable material; 2. Each of the following is also an insured: "Property damage" includes all forms of a. Your "employees", other than either your radioactive contamination of property; "executive officers" (if you are an "Source material" has the meaning given it organization other than a partnership,joint in the Atomic Energy Act of 1954 or in any venture or limited liability company) or your managers (if you are a limited liability law amendatory thereof; company), but only for acts within the "Special nuclear material" has the scope of their employment by you or while meaning given it in the Atomic Energy Act performing duties related to the conduct of of 1954 or in any law amendatory thereof; your business. However, none of these "Spent fuel" means any fuel element or "employees" is an insured for: fuel component, solid or liquid, which has (1) "Bodily injury" or "personal and been used or exposed to radiation in a advertising injury": "nuclear reactor"; (a) To you, to your partners or "Waste"means any waste material: members (if you are a partnership (a) Containing "byproduct material" other or joint venture), to your members than the tailings or wastes produced (if you are a limited liability by the extraction or concentration of company), or to a co-"employee" uranium or thorium from any ore while that co-"employee" is either processed primarily for its "source in the course of his .or her material"content; and employment or performing duties (b) Resulting from the operation by any related to the conduct of your business; person or organization of any"nuclear facility" included under paragraphs (a) (b) To the spouse, child, parent, and (d) of the definition of "nuclear brother or sister of that co- facility". "employee" as a consequence of Paragraph (1)(a) above; C. WHO IS AN INSURED (c) For which there is any obligation 1. If you are designated in the Declarations as: to share damages with or repay a. An individual, you and your spouse are someone else who must pay insureds, but only with respect to the damages because of the injury conduct of a business of which you are described in Paragraphs (1)(a) or the sole owner. (b) above;or b. A partnership or joint venture, you are (d) Arising out of his or her providing an insured. Your members, your partners or failing to provide professional and their spouses are also insureds, but health care services. only with respect to the conduct of your (2) "Property damage"to property: business. (a) Owned, occupied or used by; or Form SS 00 08 03 00 1 (b) Rented to, in the care, custody or Coverage under this provision includes control of, or over which physical the following: control is being exercised for any (1) When an engineer, architect or purpose by you, any of your "employees", any partner or surveyor becomes an insured under member (if you are a partnership provision 2.f., the following additional or joint venture), or any member exclusion applies: (if you are a limited liability "Bodily injury", "property damage" or company). "personal and advertising injury" b. Any person (other than your "employee"), arising out of the rendering of or the or any organization while acting as your failure to render any professional real estate manager. services by or for you including: c. Any person or organization having proper (a) The preparing, approving, or temporary custody of your property if you failure to prepare or approvemaps, drawings, opinions, reports, die, but only: surveys, change orders, designs (1) With respect to liability arising out of or specifications; and the maintenance or use of that (b) Supervisory, inspection or property;and engineering services. (2) Until your legal representative has (2) When a lessor of leased equipment been appointed. becomes an insured under provision d. Your legal representative if you die, but 2.f., the following additional exclusions only with respect to duties as such. That apply: representative will have all your rights and duties under this policy. (a) To any "occurrence" which takes place after the equipment lease e. Any"employee"of the insured while acting expires;or in the scope of his/her duties as a retail (b) To "bodily injury" or "property pharmacist, or optician or optometrist. damage" arising out of the sole f. Additional Insureds by Contract, negligence of the lessor. Agreement or Permit (3) When owners or other interests Any person or organization with whom you from whom land has been leased agreed, because of a written contract or become an insured under provision agreement or permit, to provide insurance 2.f.,the following additional exclusions such as is afforded under this Business apply: Liability Coverage Form, but only with respect to your operations, "your work" or (a) Any "occurrence" which takes facilities owned or used by you. place after you cease to lease that However, coverage under this provision land;or does not apply: b Structural alterations, new (1) Unless the written contract or construction or demolition agreement has been executed or a operations performed by or onbehalf of the owners or other permit has been issued prior to the interests from whom land has "bodily injury", "property damage" or "personal and advertising injury". been leased. (2) To any person or organization (4) When managers or lessors of included as an insured under premises become an insured under provision g. (Broad Form Vendors). provision 2.f., the following exclusions apply: (3) To any other person or organization shown in the Declarations as an (a) Any "occurrence" which takes Additional Insured. place after you cease to be a tenant in that premises:or Form SS 00 08 03 00 (b) Structural alterations, new (g) Products which, after distribution construction or demolition or sale by you, have been labeled operations performed by or on or relabeled or used as a behalf of the manager or lessors container, part or ingredient of any of the premises. other thing or substance by or for g. Additional Insured - Broad Form the vendor. Vendors (2) This insurance does not apply to any Any person or organization with whom you insured person or organization, from agreed, because of a written contract or whom you have acquired such agreement to provide insurance, but only products, or any ingredient, part or with respect to "bodily injury" or "property container, entering into, damage" arising out of "your products" accompanying or containing such which are distributed or sold in the regular products. course of the vendor's business, subject to (3) This provision g. does not apply to the following additional exclusions: any vendor included as an insured by (1) The insurance afforded the vendor an endorsement issued by us and does not apply to: made a part of this Coverage Part. (a) "Bodily injury" or "property (4) This provision g. does not apply if damage" for which the vendor is "bodily injury" or "property damage" obligated to pay damages by included within the "products- reason of the assumption of completed operation hazard" is liability in a contract or agreement. excluded either by the provisions of This exclusion does not apply to the Coverage Part or by endorsement. liability for damages that the h. Broad Form Named Insured vendor would have in the absence Any organization you newly acquire or of the contract or agreement; form, other than a partnership or joint (b) Any express warranty venture, and over which you maintain unauthorized by you; ownership or majority interest, will qualify (c) Any physical or chemical change as a Named Insured if there is no other in product made intentionally by similar insurance available to that the vendor; organization. However: (d) Repackaging, unless unpacked (1) Coverage under this provision is solely for the purpose of afforded only until the 180th day after inspection, demonstration, testing, you acquire or form the organization or substitution of parts under or the end of the policy period, instructions from the whichever is earlier; and manufacturer, and then (2) Coverage under this provision does repackaged in the original not apply to: container; (a) "Bodily injury" or "property (e) Any failure to make such damage"that occurred; or inspections, adjustments, tests or (b) "Personal and advertising injury" servicing as the vendor has arising out of an offense agreed to make or normally committed before you acquired or undertakes to make in the usual y q course of business, in connection formed the organization. with the distribution or sale of the I. Newly Formed or Acquired products; Organizations (f) Demonstration, installation, Any subsidiary and subsidiary thereof, of servicing or repair operations yours which is a legally incorporated entity except such operations performed of which you own a financial interest of at the vendor's premises in more than 50% of the voting stock on the connection with the sale of the effective date of this policy. product; Form SS 00 08 03 00 The insurance afforded herein for any 2.a. To any insured, except volunteer subsidiary not shown in the Declarations workers. as a named insured does not apply to (3) When used in this provision injury or damage with respect to which an volunteer worker(s) means a person insured under this policy is also an insured who is not paid a fee, salary or other under another policy or would be an compensation. insured under such policy but for its termination or upon the exhaustion of its 3. Additional Insured -Mobile Equipment limits of insurance. With respect to "mobile equipment" registered j. Additional Insured -Volunteers in your name under any motor vehicle registration law, any person is an insured Any person(s)who are volunteer worker(s) while driving such equipment along a public for you, but only while acting at the highway with your permission. Any other direction of, and within the scope of their person or organization responsible for the duties for you. conduct of such person is also an insured, but (1) However, no volunteer worker(s) are only with respect to liability arising out of the insureds for: operation of the equipment, and only if no (a) "Bodily injury", "property damage" other insurance of any kind is available to that or "personal and advertising person or organization for this liability. injury" arising out of rendering or However, no person or organization is an the failure to render professional insured with respect to: services. a. "Bodily injury" to a co-"employee" of the (b) "Bodily injury" or "personal and person driving the equipment; or advertising injury": b. "Property damage" to property owned by, (i) To you, to your partners or rented to, in the charge of or occupied by members (if you are a you or the employer of any person who is partnership or joint venture), an insured under this provision. to your members (if you are a No person or organization is an insured with limited liability company), your respect to the conduct of any current or past other volunteer worker(s)or to partnership, joint venture or limited liability your "employees" arising out company that is not shown as a Named Insured in of and in the course of their the Declarations. duties for you; D. LIABILITY AND MEDICAL EXPENSES (ii) To the spouse, child, parent, LIMITS OF INSURANCE brother or sister of your volunteer worker(s) or your 1. The Limits of Insurance shown in the "employees" as a Declarations and the rules below fix the most consequence of paragraph (1) we will pay regardless of number of: (a)above; or a. Insureds; (c) "Property damage"to property: b. Claims made or"suits" brought; or (i) Owned, occupied or used by, c. Persons or organizations making claims or ii Rented to, in the care, bringing "suits". custody or control of, or over 2. Aggregate Limits which physical control is being The most we will pay for: exercised for any purpose by a. Injuryor damages under the " ou, an of our other volunteer g sing from Y Y completed operations hazard"arising from workers, your "employees", any all "occurrences" during the policy period partner or member (if you are a is the Products-Completed Operations partnership or joint venture)or any Aggregate Limit shown in the member (if you are a limited Declarations. liability company). b. All other injury or damages, including (2) Exclusion 13.2.a. Applicable to Medical medical expenses, arising from all Expenses Coverage is replaced by "occurrences" during the policy period is the following: the General Aggregate Limit shown in the Declarations. Form SS 00 08 03 00 This General Aggregate Limit applies be deemed part of the last preceding period for separately to each of your "locations" purposes of determining the Limits of Insurance. owned by or rented to you. E. LIABILITY AND MEDICAL EXPENSES "Location" means premises involving the GENERAL CONDITIONS same or connecting lots, or premises whose connection is interrupted only by a 1. Bankruptcy street, roadway or right-of-way of a Bankruptcy or insolvency of the insured or of railroad. the insured's estate will not relieve us of our This aggregate limit does not apply to obligations under the policy. "property damage" to premises rented to 2. Duties in The Event of Occurrence, Claim you arising out of fire, lightning or or Suit explosion. a. You must see to it that we are notified 3. Subject to item 2. above, the most we will pay promptly of an "occurrence" or an offense for the sum of all damages because of all which may result in a claim. To the extent "bodily injury", "property damage" and medical possible, notice should include: expenses arising out of any one "occurrence" (1) How, when and where the"occurrence" is the Liability and Medical Expenses Limit or offense took place;and shown in the Declarations. The most we will pay for all medical expenses (2) The names and addresses of any injured persons and witnesses;and because of "bodily injury" sustained by any one person is the Medical Expenses Limit (3) The nature and location of any injury shown in the Declarations. or damage arising out of the "occurrence"or offense. 4. Subject to item 2. above, the most we will pay for the sum of all damages because of all This condition applies only when the "personal and advertising injury" sustained by "occurrence"or offense is known to: any one person or organization is the Personal (1) You, if you are an individual; and Advertising Injury Limit shown in the (2) A partner, if you are a partnership; or Declarations. (3) A manager if you are a limited liability 5. The most we will pay under Business Liability company; Coverage for damages because of "property damage" to premises rented to you, or in the (4) An "executive officer"- or insurance case of fire, while rented to you or temporarily manager, if you are a corporation;or occupied by you with permission of the owner, (5) Any elected or appointed official, if is the Damage To Premises Rented To You you are a political subdivision or public Limit shown in the Declarations. entity. The Damage to Premises Rented To You b. If a claim is made or "suit" is brought Limit applies to all damage proximately against any insured, you must: caused by the same event, whether such (1) Immediately record the specifics of the damage results from fire, lightning or claim or "suit" and the date received; explosion or any combination of the three. and If more than one limit of insurance under this (2) Notify us as soon as practicable. policy and any endorsements attached thereto You must see to it that we receive a applies to any claim or"suit", the most we will pay written notice of the claim or"suit"as soon under this policy and the endorsements is the as practicable. single highest limit of liability of all coverages applicable to such claim or "suit". However, this But this condition will not be considered paragraph does not apply to the Medical breached unless the breach occurs after Expenses limit set forth in paragraph 3.above. such claim or"suit" is known to: The limits of this policy apply separately to each (1) You, if you are an individual; consecutive annual period and to any remaining (2) A partner, if you are a partnership; or period of less than 12 months, starting with the (3) A manager if you are a limited liability beginning of the policy period shown in the company; Declarations, unless the policy period is extended (4) An "executive officer" or insurance after issuance for an additional period of less than manager, if you are a corporation; or 12 months. In that case, the additional period will Form SS 00 08 03 00 c. You and any other involved insured must: 5. Separation of Insureds (1) Immediately send us copies of any Except with respect to the Limits of Insurance, demands, notices, summonses or and any rights or duties specifically assigned legal papers received in connection in this policy to the first Named Insured, this with the claim or"suit'; insurance applies: (2) Authorize us to obtain records and a. As if each Named Insured were the only other information; Named Insured; and (3) Cooperate with us in the investigation, b. Separately to each insured against whom settlement of the claim or defense a claim is made or"suit"is brought. against the"suit"; and 6. Unintentional Failure to Disclose Hazards (4) Assist us, upon our request, in the enforcement of any right against any It is agreed that based on our reliance on your person or organization that may be representations as to existing hazards, if liable to the insured because of injury unintentionally you should fail to disclose all or damage to which this insurance such hazards at the inception date of your may also apply. policy, we shall not deny any coverage under this Coverage Form because of such failure. d. No insureds will, except at their own cost, v 7. Other Insurance - Primary Additional voluntarily make a payment, assume any obligation, or incur any expense, other insured than for first aid,without our consent. If the written contract or agreement or permit 3. Financial Responsibility Laws requires this insurance to be primary for any a. When this policy is certified as proof of person or organization with whom you agree financial responsibility for the future under to include in WHO IS AN INSURED, this Other the provisions of any motor vehicle Insurance Provision is applicable. financial responsibility law, the insurance If other valid and collectible insurance is provided by the policy for "bodily injury" available for a loss we cover under this liability and "property damage" liability will Business Liability Coverage Form, our comply with the provisions of the law to obligations are limited as follows: the extent of the coverage and limits of a. Primary Insurance insurance required by that law. This insurance is primary. We will not b. With respect to "mobile equipment" to seek contributions from other insurance which this insurance applies, we will available to the person or organization provide any liability, uninsured motorists, with whom you agree to include in WHO underinsured motorists, no-fault or other IS AN INSURED, except when b. applies. coverage required by any motor vehicle b. Excess Insurance law. We will provide the required limits for those coverages. This insurance is excess over: 4. Legal Action Against Us (1) Any other insurance, whether primary, No person or organization has a right under excess, contingent or on any other this coverage form: basis: a. To join us as a party or otherwise bring us (a) That is Fire, Extended Coverage, into a "suit" asking for damages from an Builder's Risk, Installation Risk or insured; or similar coverage for"your work"; b. To sue us on this coverage form unless all (b) That is Fire insurance for of its terms have been fully complied with. premises rented to you or A person or organization may sue us to temporarily occupied by you with recover on an agreed settlement or on a final permission of the owner; judgment against an insured obtained after an (c) That is insurance purchased by actual trial; but we will not be liable for you to cover your liability as a damages that are not payable under the terms tenant for "property damage" to of this policy or that are in excess of the premises rented to you or applicable limit of insurance. An agreed temporarily occupied by you with settlement means a settlement and release of permission of the owner;or liability signed by us, the insured and the claimant or the claimant's legal representative. (d) If the loss arises out of the not subject to Exclusion g. of maintenance or use of aircraft, Section A.—Coverages. "autos" or watercraft to the extent Form SS 00 08 03 00 (2) Any other primary insurance available 1. Additional Insured - Designated Person or to you covering liability for damages Organization arising out of the premises or WHO IS AN INSURED under Section C. is operations for which you have been amended to include as an insured the person added as an additional insured by or organization shown in the Declarations, but attachment of an endorsement. only with respect to liability arising out of your When this insurance is excess over other operations or premises owned by or rented to insurance, we will pay only our share of you. the amount of the loss, if any, that 2. Additional Insured - Managers or Lessors exceeds the sum of: of Premises (1) The total amount that all such other a. WHO IS AN INSURED under Section C. is insurance would pay for the loss in the amended to include as an insured the absence of this insurance; and person(s) or organization(s) shown in the (2) The total of all deductible and self- Declarations; but only with respect to insured amounts under all that other liability- arising out of the ownership, insurance. maintenance or use of that part of the We will share the remaining loss, if any, premises leased to you and shown in the with any other insurance that is not Declarations and subject to the following described in this excess of the Limits of additional exclusions: Insurance shown in the Declarations of b. Additional Exclusions this Coverage Part. This insurance does not apply to: c. Method of Sharing (1) Any "occurrence" which takes place If all the other insurance permits after you cease to be a tenant in that contribution by equal shares,we will follow premises; or this method also. Under this approach, (2) Structural alterations, new each insurer contributes equal amounts construction or demolition operations until it has paid its applicable limit of performed by or for that person or insurance or none of the loss remains, organization. whichever comes first. 3. Additional Insured-Grantor of Franchise If any of the other insurance does not permit contribution by equal shares, we WHO IS AN INSURED under Section C. is amended to include as an insured the will contribute by limits. Under this method, each insurer's share is based on person(s) or organization(s) shown in the the ratio of its applicable limit of insurance Declarations, but only with respect to their to the total applicable limits of insurance of liability as grantor of franchise to you. all insurers. 4. Additional Insured - Lessor of Leased This provision provides such insurance as Equipment is afforded under this policy, but only with a. WHO IS AN INSURED under Section C. is respect to your operations, "your work" or amended to include as an insured the facilities owned or used by you. person(s) or organization(s) shown in the F. OPTIONAL COVERAGES Declarations, but only with respect to their liability arising out of the maintenance, If listed or shown as applicable in the Declarations, operation or use by you of equipment one or more of the following Optional Coverages leased to you by such person(s) or also apply. These coverages are subject to the organization(s). terms and conditions applicable to Business b. Additional Exclusions: Liability Coverage in this policy, except as provided below: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury" or "property damage" arising out of the sole negligence of the lessor. Form SS 00 08 03 00 5. Additional Insured - Owners or Other This exclusion does not apply to Interests From Whom Land Has Been liability for damages that the Leased vendor would have in the absence WHO IS AN INSURED under Section C. is of the contract or agreement; amended to include as an insured the person (b) Any express warranty or organization shown in the Declarations, but unauthorized by you; only with respect to liability arising out of the (c) Any physical or chemical change ownership, maintenance or use of that part of in the product made intentionally the land leased to you and shown in the by the vendor; Declarations and subject to the following additional exclusion: (d) Repackaging, unless unpacked solely for the purpose of This insurance does not apply to: inspection, demonstration, testing, a. Any "occurrence" that takes place after or the substitution of parts under you cease to lease that land; or instructions from the b. Structural alterations, new construction or manufacturer, and then demolition operations performed by or for repackaged in the original the person or organization shown in the container; Declarations. (e) Any. failure to make such 6. Additional Insured - State or Political inspections, adjustments, tests or Subdivision -Permits servicing as the vendor has a. WHO IS AN INSURED under Section C. is agreed to make or normally amended to include as an insured the undertakes to make in the usual state or political subdivision shown in the course of business, in connection Declarations, but only with respect to with the distribution or sale of the products; operations performed by you or on your behalf for which the state or political (fl Demonstration, installation, subdivision has issued a permit. servicing or repair operations, except such operations performed b. Additional Exclusions at the vendor's premises in This insurance does not apply to: connection with the sale of the (1) "Bodily injury", "property damage" or product; "personal and advertising injury" (g) Products which, after distribution arising out of operations performed for or sale by you, have been labeled the state or political subdivision; or or relabeled or used as a (2) "Bodily injury" or "property damage" container, part or ingredient of any included in the "product-completed other thing or substance by or for operations"hazard. the vendor. 7. Additional Insured -Vendors (2) This insurance does not apply to any a. WHO IS AN INSURED under Section C. is insured person or organization, from amended to include as an insured the whom you have acquired such products, or any ingredient, part or person(s) or organization(s) (referred to container, entering into, below as vendor) shown in the accompanying or containing such Declarations, but only with respect to products. bodily injury' or property damage arising out of "your products" which are (2) This Provision 7. does not apply to distributed or sold in the regular course of any vendor included as an insured by the vendor's business. an endorsement issued by us and b. Additional Exclusions made a part of this Coverage Form. (3) This Provision 7. does not apply if (1) The insurance afforded the vendor "bodily injury" or "property damage" does not apply to: included within the "products- (a) "Bodily injury" or "property completed operations hazard" is damage" for which the vendor is excluded either by the provisions of obligated to pay damages by this Coverage Form or by reason of the assumption of endorsement. liability in a contract or agreement. Form SS 00 08 03 00 i 8. Additional Insured — Controlling b. Any other publication that is Interest given widespread public WHO IS AN INSURED under distribution. Section C. is amended to include as However, "advertisement" does not an insured the person(s) or include the design, printed material, organization(s) shown in the information or images contained in, Declarations but only with respect to on or upon the packaging or labeling their liability arising out of: of any goods or products. a. Their financial control of you; or 2. "Advertising idea" means any idea b. Premises they own, maintain or for an "advertisement". control while you lease or 3. "Auto" means a land motor vehicle, occupy these premises. trailer or semi-trailer designed for This insurance does not apply to travel on public roads, including any structural alterations, new attached machinery or equipment. construction and demolition But "auto" does not include "mobile operations performed by or for that equipment". person or organization. 9. Additional Insured — Owners, 4. "Bodily injury" means bodily injury, Lessees or Contractors — sickness or disease sustained by a Scheduled Person or person, including mental anguish or Organization. death resulting from any of these at WHO IS AN INSURED under any time. Section C. is amended to include as 5. "Coverage territory"means: insured the person or organization a. The United States of America shown in the Declarations, but only (including its territories and with respect to liability arising out of possessions), Puerto Rico and your ongoing operations performed Canada; for that insured. b. International waters or airspace, 10. Additional Insured — Co-Owner of provided the injury or damage Insured Premises does not occur in the course of WHO IS AN INSURED under travel or transportation to or Section C. is amended to include as from any place not included in a. an insured the person(s) or above; or Organization(s) shown in the c. All parts of the world if: Declarations, but only with respect to their liability as co-owner of the (1) The injury or damage arises premises shown in the Declarations. out of: G. LIABILITY AND MEDICAL (a) Goods or products EXPENSES DEFINITIONS made or sold you in the territory described in 1. "Advertisement" means a a.above; or dissemination of information or (b) The activities of a images that has the purpose of person whose home is inducing the sale of goods, products in the territory described or services through: in a. above, but is away a. (1) Radio; for a short time on your (2) Television; business;and (3) Billboard; (2) The insured's responsibility (4) Magazine; to pay damages is " determined in a suit on the (5) Newspaper; or merits in the territory described in a. asettlement to which we agree. Form SS 00 08 03 00 S. "Employee" includes a "leased worker". "Employee" does not include a"temporary worker". 7. "Executive officer" means a person holding any of the officer positions created by your charter,constitution, by-laws or any other similar governing document. 8. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 9. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement: if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product"or"your work";or Your fulfilling the terms of the contract or agreement. Form SS 00 08 03 00