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West Coast Code Consultants - 2013 AgreementAGREEMENT FOR SERVICES `/ Lul3 This AGREEMENT made this �' day of March, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: West Coast Code Consultants, Inc., having a principal place of business at 2400 Camino Ramon, Suite 240, San Ramon, California 94583. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on March 19, 2013 and will continue in effect through March 18, 2016, unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONSULTANT STATUS It is the express intention of the parties that CONSULTANT is an independent CONSULTANT and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." -2- ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof, and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence and aggregate. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish evidence of such coverage -3- (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf, • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this -4- Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and /or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done -5- toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subCONSULTANTs performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subCONSULTANTs, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every CONSULTANT or subCONSULTANT under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting I in practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subCONSULTANT. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. -7- K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: West Coast Code on ltants, Inc. y: Na iy n A. Senaratne Tit] Pr' cipal /CEO Soci Security or Taxpayer Identification Number 20- 4707579 Approved as to Form Lnu„ — ity Attorney -8- CITY: GILROY By: I v Name: Thomas J. aglunc Title: City Administrator I ATTESX: 'Shawna Freels - City Clerk EXHIBIT "A" SPECIFIC PROVISIONS PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Giyan A. Senaratne, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, David Chung, shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well - organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. -2- D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. -3- H. NOTICES. Notices are to be sent as follows: CITY: David Chuniz, Building Plan Check Engineer t City of Gilroy 7351 Rosanna Street Gilroy, CA. 95020 CONSULTANT: Giyan A. Senaratne, PE, SE, LEED AP, CASp Principal / CEO West Coast Code Consultants, Inc., 2400 Camino Ramon, Suite 240 San Ramon, CA. 94583 L FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.J. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.J. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. In EXHIBIT "B" SCOPE OF SERVICES WC3 shall be responsible for the following services: 1 Perform on -call (onsite and offsite) and expedited plan review of submitted residential, commercial and industrial (structural and non - structural) building plan and fire suppression, detection and alarm system plans. 2 Perform combination building and life safety inspections for residential, commercial, and industrial in accordance with the approved documents, adopted codes and standards amended by the City. COMPLIANCE STANDARDS 3 Perform comprehensive plan review service including all trades; other functions include but are not limited to: writing plan review reports, holding meetings, answering inquiries and phone calls as needed. 4 Incorporated requirements from other City departments, divisions, regulating agencies and jurisdictions, i.e., Planning, Engineering, Fire and Chemical Control, Health Department, etc. 5 Process plan revisions and verify that corrections have been satisfactorily made in a timely manner. COMMUNICATION STANDARDS 6 Provide a 1 -800- number for service calls from BLES Division and permit applicants. 7 Be available to confer with applicants and City staff at City Hall by telephone conversations, e-mail and fax during all normal business hours. 8 Provide in -house plans examining services at City Hall. 9 Provide pick -up and delivery service to and from City Hall when necessary. STAFF MEETING /PROFESSIONAL DEVELOPMENT 10 Meet with BLES staff upon request. 11 Provide BLES staff with scheduled training modules instructed by your staff to further professional development and meet the intended standards of AB 717 (certification and continued educational training, minimum fifteen (15) hours annually). City staff will provide a list of topics. -1- West Coast Code Consultants, Inc. (YyC) understands the City of Gilroy io requesting on-call and expedited professional services for the following: * Building Plan Xcriex ^ Fire Suppression, Detection and Alarm System Ke"icv + Building and Lil'e Sali�ty. and Fire Inspections WY3 is proposing m provide both plan review and inspection services usfollows: BuildinQ Plan Review WC3 is proposing mprovide on-site and off-site plan reviews on an as-need basis to the City of Gilroy. Our staff of engineers, architects, and plans examiners has extensive experience in providing comprehensive plan review services for a variety of project types. Staff experience ranges from single-family dwellings zolarge multi-story residential buildings, numerous commercial developments, corporate campuses, laboratories, industrial facilities, essential services buildings, and public iibraricm.Ourp|uuo:vimrswU|6cperfhnncd6ypnufesoionalaqualiGcJ'npedonn ' comprehensive reviews and administer the following Codes and Standards. � * California Building Code * California Mechanical Code + California Plumbing Code + California Historical Code + LEEDA9 + C)SBPD'] + Commercial Modular Site and Foundation ^ California Residential Code \ ' + California Electrical Code � + California Energy Regulations + Noise Attenuation Standards � 1 + CA3p ` ^ California Green Building Standards Code ^ California Code for Building � Conservation � Our structural plan review staff will review new and retrofit projects that utilize wond masonry, reinforced concrete, pre-stressed concrete, structural steel, and light gauge steel construction. They will review projects using the following codes, muudurdm and criteria: * California Building Code * California Residential Code | + ASCS7'O5 and 7-\O ^ ABCC]l and 4l � * 2009 1 GBC + NB8KPGoidr|incs ^ FGMA 3jO,35l, and 35] * A|8C34l'05,358'U5, and 36O-O5 � � * &Cl]lQ'O5 ° ANS|&4F&PANDG-8O , + TM34O2-08 + A|SlS18U»o8230'07 y Project - Statevnent PROVIDING SEAMLESS SERVICE AND OUTSTANDING SOLUTIONS FOR YOUR Co*mxowITrS BUILDING DEPARTMENT Fire_ Suppression. Detection and Alarm Svsteni Kevie4ti WC3,s reviews will further include the review of fire suppression, detection, and alarm systems. Our plans examiners are knowledgeable in all fire installation, testing and maintenance standards established by the NFPA and are well versed in the California Fire Code requirements. Buildim, and Life Safety. and Fire In qp tions Additionally, WC3 will provided on -call building inspection services. Our inspectors are all ICBO/ICC certified inspectors with multiple building, plumbing, electrical, and mechanical certifications. Each has extensive experience in the field and can provide comprehensive inspections for small and large -scale residential, commercial, and industrial projects. Furthermore WC3 is able to assist the City in implementing programs that foster green building and sustainability in construction. We have experienced staff members who can provide LEED review and documentation services. WC3 has also developed an Electronic Document Management System which could be utilized to reduce the need for hardcopy document submittals. Furthermore, We believe that education and training are paramount for maintaining a high degree of skill and expertise. if requested, we will provide code training at no cost to the City staff, either through in -house presentations or by video conference in our weekly code review and training sessions. Our staff members are experienced working in jurisdictions addressing the public and answering applicants and designers concerns. They earn the confidence of all project stakeholders by going the extra mile to resolve code issues, to deliver services on time, and assist in ensuring that projects are designed and constructed in accordance with the building codes. As enforcement administrators they understand the applicants perspective, but are frank in what is required and provide clear direction on how to resolve code issues. WC3 works exclusively for government agencies, eliminating any risk for a conflict of interest. Our mission in building code enforcement is to partner with your staff and provide support when required by your workload. We integrate with your systems and operations to maintain a fast and efficient response to your customers. Our extensive experience working with multiple building codes and numerous jurisdictions provides your staff with a resource to draw from when needed. We understand the pressures Building Departments face and can provide assistance on your terms. Project S'taternent { WPPOVIDINGSEANIVSSSERV)CE AND OUTSTANDING SOLUTIONS FOR YOUR COMMUNITYS BUtLOINGDEPARTAIENT EXHIBIT "C" MILESTONE SCHEDULE ♦ Phased Projects: WC3 has extensive experienced managing, tracking and inspecting projects done in phases. Each of the projects presented under "Project Experience" where done in phases. Phasing larger projects accommodates all involved parties and keeps the project moving forward. Type of Project Turnaround Time Standard Time Expedited Time Ist 1st Review s Recheck Review Recheck New Residential Construction 10 5 5 3 New Apartment/Condominium 10 5 _ 5 New Podium Type Multi Family 15 10 7 5 Residential Additions / Remodels € 7� 5 � 3 2 New Commercial / Industrial 10 _ 5 5 W 3 Complex Commercial Projects 15 10 7 Commercial Additions 10 5 W 5 Tenant Improvements 7 5 3 2 51 . All turnaround times have been specified from the day they are received in our San Ramon office. 2. Days specified are workinEdays Inspection Process All of our inspectors can perform combination building and fire inspections to ensure that construction complies with the applicable codes as depicted on the approved plans. Having worked in various jurisdictions our inspection staff understands the inner working of the Building Division and can assess procedures quickly. They will perform inspections and provide reports and associated inspection services in the manner established by the City. Outlined below is WC3 's approach to providing on -call building inspection services: • WC3 will require a 24 -hour notice of required inspection services for projects that are immediate or short term in nature. For longer term projects that are part-time or full -time, WC3 request a three -week notice to provide for a more lasting position. a Projects under construction, by permit from the City, will be inspected for compliance with all applicable state codes and local ordinances by professionals qualified to perform commercial, industrial, and residential inspections. ♦ WC3 staff wilt-coordinate all inspection and re- inspection requests per established City procedures. ♦ Our field inspectors will enter all inspection records into the City's tracking system. They will maintain all inspection records, correction notices and all documentation related to design changes for all assigned projects. Project~ Approach r a' i2 1i -3 PROVIDING SEAMLESS SERVICE AND OUTSTANDING SOLUTIONS FOR YOUR COMMUNITY'S BUILDING DEPARTMENT EXHIBIT "D" PAYMENT SCHEDULE I ♦ For comprehensive plan review services, as defined Linder "Section A" of the SOQ, WC3 proposes a fee equal to 60% of the plan check fees received by the City of Gilroy for both commercial and residential projects. Plan review services will include an initial first and second review with a minor third review for approval of the plans. Any additional plan review time required beyond the third review will be billed hourly, with prior approval by the City, per the Schedule of Hourly Billing Rates shown on the following page. ♦ For structural only reviews we propose a fee equal to 45% of the plan check fees received by the City. ♦ For fire suppression, detection and alarm system reviews only we propose a fee equal to 60% of the plan check fees received by the City for the review of these systems. ♦ Expedited plan reviews will be charged at 1.5 times our purposed percentage rate. or 70% of the expedited plan check fees charged by the City of Gilroy, whichever is the lessor. ♦ Preliminary plan checks, review of revisions after a project has been approved, and review of deferred submittals will be done on an hourly basis with a mutually acceptable not-to-exceed amount. ♦ In-house plan review services will be charged on an hourly basis per the Schedule of Hourly Billing Rates on the following page. Building and Fire Inspections In-house building and fire inspections will be charged hourly based on the Schedule of Hourly Billing Rates. Additional mileage charges will apply for mileage accrued within the City limits and while on the job as described under Additional Cost. PROVIDING SEAMLESS SERVICE AND OUTSTANDING SOLUTIONS FOR YOUR COMMUNITY "S BUILDING DEPARTMENT Classification Hourly Billing Rate 8iodpul-iu'Chargr ------------------- ------------------------ ........... ...... $140 Senior Structural 8u���r________.__._____._____. �l25 Senior Civil Engineer ............ ___ ..... _ ......... .__._--------------- ---- $125 Plan Review Bn@juoo/A,uhiuz/ .... ................... $110 Senior Inspector ----- ...... ------------------------- ........... $95 Building Joayox*,_ .... _-------- ---_—_—__...... ___ 885 Fire Inspector .............. --------- ______ ____ ........... $85 Permit Technician ......... . ................ __........ ....... ............... .... $65 Clerical 8uppuu_ ........ . ---- _ ----------- ----- ......... ......... $55 Additional Costs ^ For plan reviews performed iu our San Ramon office on additional cost is being charge for supplies or equipment. ^ For in-house services VVC^ assumes that our in-house staff will bcprovided with basic facilities such oun desk, computer, copy facilities, and office supplies. Should building codes be necessary they will bo provided byYVC` ^ Reimbursable expenses may include cost for expedited shipping should the City request this service. ^ bis anticipated that the only additional cost will befor field inspection mileage. Since the amount of mileage is unknown dhas not been included in our hourly rates and will ho charged ut the current government IRS rate. Mileage will bc charged only for use u[ personal automobiles within the City limits. Mileage....... _..... ------------------------------------- ------- ..... 0.55 cents per mile (Current IRS Rate) PROVIDING SEAMLESS SERVICE AND OUTSTANDING SOLUTIONS FOR YOUR COMMUNIMS BUILDING DEPARTMENT 2 I. W-9 (Rev. October 2007) Department of the Treawry Internal Revenue Service N • or a c O a c� C a� !E Request for Taxpayer Give form to the Identification Number and Certification requester. Do not send to the IRS. Name (as shown on your income tax return) WEST COAST CODE CONSULTAN Business name, If different from above Check appropriate box: ❑ Indiviriml/Sole proprietor ® Corporation ❑ Partnership Exempt ❑ limited liability company. Enter the tax classification (D= disregarded entity, C= corporation, P= partnership) ► ....... ❑ payee ❑ 00ter (sae Irstrudias) ► Address (number, street, and apt. or suite no.) Requester's name and address (optlomQ 2400 Camino Ramon, Suite 240 City, state, and ZIP code San Ramon, CA 94583 Ust account number(s) here (optional) Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid social security number backup withholding. For individuals, this is your social security number (SSN). However, for a resident I alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it Is your employer identification number (EIN), If you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer Identification number number to enter. 20 ; �--^� WESTC -3 OP ID: DJ ACORD DATE (MM MONYYY) �,..,.- CERTIFICATE OF LIABILITY INSURANCE F 03/07/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR.ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemen s . PRODUCER Phone: 209 -478-4474 NAME: Rossi Insurance Services - ;FAX -- a -- -- Pacific Interstate Ins Brokers Fax: 209 - 478-4484 PHONE £ R):_ _ _ _ t, 791 _.... _____.. P.O. Box 7037 E -MAIL aDgagss;_ Stockton, CA 95267 Gary Rossi MSURER(S) AFFORDING COVERAGE NAtC 0 INSURED West Coast Code Consultant Inc 2400 Camino Ramon Ste. 240 San Ramon, CA 94583 -4373 COVFRAGFS CERTIFICATE NUMBER! INSURERA : Republic Indemnity Co of Amer _ !22179 INSURER 8: Hartford Casualty Insurance Co 129424 INSURER c: Lloyds of London INSURER E : INSURER F: REVISION NUMBER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Building Department Attn: David Chung 7351 Rosanna Street Gilroy, CA 95020 itT R- --- -__.... --- --- .. r_..-- _AYStSI�— ,_..- _,..__.--- --- --- TYPE OF INSURANCE I POLICY NUMBER .__- - - _"f_'hpI.ICY EFL M Y £XP ; ..--- -- - --- LIMITS - - -- t GENERAL LIABILITY 1 I EACH OCCURRENCE $ 2,000,00 _. X 17SBAIC7265 03119120130/9/204coMhtERCUIGENEPAL PREMISES - s _ —LIABILITY 300,00 — CLAIMS-MADE X I OCCUR MED EXP (Any one person) S 1 0,00 .: _ --- PERSONAL & ADV INJURY ! $ 2,000,00 1 GENERAL AGGREGATE j S 2,000,00 i GEWL AGGREGATE LIMIT APPLIES PER: PRODUCTS • COMPIOP AGG 1 S 4,000,00 X ( POLICY! PcRr07 LOC I S 1rAUTOMOSILE LIABILITY i fE MBINiZZI SINGLE LiF.ti, — B i k AtIY AuTG 57SBA IC7265 ; 03t19I2013 03/19/2014 BODE ILY INJURY (Per peerson�TS �--- _ I ALL OS OWNED 1 } SCHEDULED BODILY INJURY (Per accident). S `PROPERTY DAMAGE S I X F ~—j NON•01"1N_D #HIRED X E AUTOS i .! AUTOS (Per ,11 X( UMBRELLA LIAB 1 X 1 OCCUR + I 1 EACH OCCURRENCE I S 3,000,00 B I EXCESS LIAB i CLAIMS•MADE i 57SBA IC7265 — 03!1912014 103/19/20113103M912014 I i AGGREGATE s — oEO XTaETENTtcN s 10,000' i ± - - -- -- -. _ -- I i s ?WORKERS COMPENSATION ? } I X WC STATU- I 'OTH -1 ! AND EMPLOYERS LIABR.ITY 1 A ANY PROPRIETORJPARTNEWEXECUTIVE Y� -07 0412812012 f 0412812013 L�jQ-PYLWTi>i —ice: ' i 1,000,000. it i 1169117 OFFICERIMEMBER EXCLUDED? j NIA E.L. EACH ACCIDENT s E.L DISEASE - EA EMPLOYEE! S 1,000,00 (Mandatory In NH) II `r N yes, describe under i DESCRIPTION OF OPERATIONS beta. d i i EL. DISEASE - POLICY LIMIT S _ 1,000,00 C ',PROFESSIONAL LIAB =ANE 1099909 -12 0412812012'0412812013 1 1,000,00 F J AGGREGATE 2,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Anach ACORD 101, Additional Remarks Schedule, N more space Is required) City of Gilroy, its officers, officials, employees, council, volunteers and agents are named as Additional Insured per attached SS0008 attached to the policy- Additional Insured Endt CG D3 82 09 07 and CG DO 37 04 05 are the equivalent forms on form SS0008 attached on the policy. rFRTIFIrATF 4lnt r1FR rAUr'F:1 1 ATIAM CITYOFG SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Gilroy ACCORRDA,NCCE EXPIRATION OLL YRPROVISIONS NOTICE WILL BE DELIVERED IN Building Department Attn: David Chung 7351 Rosanna Street Gilroy, CA 95020 AUTHORIZED REPRETA t Gary Rossi ©1988 -2010 ACORD•CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 57 SBA IC7265 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - STATE /POLITICAL SUBDIVISION CITY OF SANTA CLARITA SANTA CLARITA CA 91355 CITY OF MOUNTAIN VIEW COMMUNITY DEVELOPMENT, PO BOX 7540 500 CASTRO ST MOUNTAIN VIEW, CA 94041 INSPECTION DIVISION CITY OF GILROY BLES DIVISION ITS OFFICERS,OFFICIALS,EMPLOYEES COUNSEL,VOLUNTEERS AND AGENTS 7351 ROSANNA ST GILROY,CA 95020 Form IH 12 00 11 85 T SEQ. NO. 003 Printed in U.S.A. Page 001 Process Date: 03/11/13 Expiration Date: 03/19/14 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit ", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit ". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit "; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit "; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence ", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no -fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with ail that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work "; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non - Contributory To Other insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". if no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any. that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations, These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO iS AN INSURED under Section C. is amended to include as an additional insured the person's) or organization(s) s`;own in the Declarations as an Additional insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply. (f) Demonstration, installation. This insurance does not apply to: servicing or repair operations, except such operations performed 1 "Bodily injury", �"� "p rop e damage" or at the vendor's premises in "persona; and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product - completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured —Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products- completed operations hazard ", adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container, Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with 'your work" performed for that additional insured and included within the "products - completed operations hazard ", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard ". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO 1S AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with respect to their liability as co -owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement' means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement ". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi - trailer designed for travel on public roads, including any attached machinery or equipment. But "auto` does not include "mobile equipment ". 5. "Bodily injury" means physical: a. Injury; b. Sickness: or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05