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HMH - 2012 Agreement - Amendment No. 3THIRD AMENDMENT TO AGREEMENT FOR SERVICES FOR ON -CALL CIVIL ENGINEERING SERVICES WHEREAS, the City of Gilroy, a municipal corporation ( "City "), and HMH entered into that certain agreement entitled Agreement for Services, effective on October 1, 2012, hereinafter referred to as "Original Agreement "; and WHEREAS, City and HMH have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. Article 5, Section D "Insurance," of the Original Agreement shall be amended to read as follows: 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 on a per occurrence basis, 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 or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non- renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. 2. Exhibit "B" (Scope of Services) of the Original Agreement shall be amended to incorporate the following services: Perform civil engineering, traffic engineering, and related work to prepare preliminary design, construction plans, specifications, and estimates suitable for Public Works bidding related to crosswalk safety enhancements at Wren Avenue /Byers Street intersection. 3. Exhibit `B" (Scope of Services) of the Original Agreement shall be amended to incorporate the attached proposal dated January 22, 2014, specifically Project Description and Scope of Services. 48514192 -02830 LAC104706038 4. Exhibit "C" (Payment Schedule) of the Original Agreement shall be amended to incorporate the attached proposal dated January 22, 2014, specifically Compensation and Charge Rate Schedule. Compensation shall not exceed $45,300. 5. This Amendment shall be effective on February 1, 2014. 6. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 7. Article 5, Section C (2) "Other Liability" of the Original Agreement shall be amended to read as follows: 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. 8. As stated in Article 4, Section C "Payment" of the Original Agreement, payment shall be due within 30 days of approval of an invoice. The following statement in Exhibit A to this Amendment shall be null and void: "Billings will be made every month for the services performed with in the preceding month and are payable upon receipt." 9. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. ILROY HMH By: By: s' nature] Thomas J. Haglund [employee name] City Administrator [title /department] Date: Date: 4851 -0192 -02830 LAC104706038 VIP. [title] Approved as to Form "ity Attorney 4851 -0192 -02830 LAM04706038 -3- ATTEST: ity Clerk Job No. 4231.00 January 22, 2014 Page 1 of 7 EXHIBIT "A" PROJECT DESCRIPTION client City of Gilroy Project Name Wren Ave /Byers Street Crosswalk APN(s) Improvements Project Address city Gilroy Description Crosswalk safety enhancements Client Initials Co ultant !n 8als HMH will perform civil engineering, traffic engineering and related work to prepare preliminary design, construction plans, specifications, and estimates suitable for Public Works bidding. HMH, and subconsultant Hexagon Transportation Consultants, will provide the technical support required to process the projects from inception thru award. This crosswalk improvement project, located at the intersection of Wren Avenue and Byers Street, will evaluate safety enhancements to accommodate pedestrian access to the adjacent public park. Safety improvement options, based on the 2012 California MUTCD and Caltrans Guidelines and Bulletins, will be discussed with City staff so that the appropriate improvements can be designed and constructed. Design options for consideration will include, but are not limited to, piano key crosswalk striping, advance signing and pedestrian warning signs, a refuge median island and/or detached curb islands, and flashing warning light systems. Our anticipated scope of services and corresponding fees are as follows: 410 Project Management HMH will supervise and implement the design for all aspects of the project. In addition, HMH will manage subconsultants and will be responsible for project organization and monitoring. This involves planning the work program, organizing the team personnel to implement the program, monitoring the team progress, and controlling the quality of the work products to complete the project on time and within budget. The work program will include periodic team meetings with the City of Gilroy to establish clear, concise project goals, design criteria, schedules and budgets. etI Job No. 4231.00 January 22, 2014 Page 2 of 7 420 Preliminary .Investigation Client Initials Conf sulta�nt Initials V — Obtain and review available data and information pertinent to the project from the City, utilities, and other agencies. Such information may include the following: ® Aerial photos, topographic base sheets, master plans or record drawings of City facilities. • Record drawings of existing utility systems obtained from PG &E, AT &T, local water companies, cable TV and other utility service providers. • Survey notes, parcel maps, tract maps, records of survey and other record right-of- way documents, such as Caltrans right -of way record and monumentation maps. 430 Topographic Field Survey Perform field topographic surreys to obtain locations of utility surface facilities, and inverts of accessible storm drain manholes, inlets and sanitary sewer manholes. Obtain existing pavement elevations at points of conform and other spot elevations. 440 Preliminary Design (65 %) Develop Preliminary Plans to establish fundamental elements of the design. The Preliminary Design Phase is intended to allow the City, utility companies and other involved agencies to review and comment upon the basic design concepts early in the process. The proposed plans for this preliminary submittal include: • Title /Index Sheet • Preliminary Street Improvement Plans • Traffic Control Plans • Signing and Striping Plans Prepare a Preliminary Estimate of Probable Construction Cost based on items and quantities of work shown on the Preliminary Plans and other anticipated improvements. Prices will be based on the magnitude of the quantities, our experience with similar local projects and engineer's judgment. A draft of the technical specifications sections will be prepared and included with the submittal. The technical specifications will reference City or Caltrans standard specifications sections for the various items of work, with specific consideration of measurement and payment provisions. - Job No. 4231.00 January 22, 2014 Page 3 of 7 450 In- Roadway Warning Light System Chant India's CcnSUilant In"s _eto At the direction of the City, our team member, Hexagon Transportation Consultants, will complete a lighted crosswalk warning system design. Some of the options for a roadway lighting system design include in pavement flashers, button or passively activated lights, and solar powered lights. An example of a roadway lighting system design is shown below: 460 PS &E (100% Submittal) Update and prepare the PS &E package for submittal to the City, utility companies and other agencies for final review and comments. Add construction details and drainage modification design as necessary. In review with City, revise plans and specifications based upon internal peer review and comments from other agencies. Job No. 4231.00 January 22, 2014 Page 4 of 7 465 Quality Assurance Review dent 117wals Consultant tnihals �D Conduct an internal quality assurance review of the plans and specifications, concurrent with review of the 100% Submittal by the City and other agencies. HMH's quality assurance program provides for independent checking of individual tasks as well as an independent review by experienced senior staff. The purpose of this review is to provide oversight to specific project details by professionals who are' not closely involved in the design, and to review the constructability, cost- effectiveness and completeness of design features relative to the normal standard of professional care. 470 Bid Package Submittal After agency review of the 100% PS &E, we will prepare the final Bid Documents in accordance with the City's instructions. Provide the City and other agencies the opportunity to review the completed Bid Documents and direct minor revisions. Submit final documents for signature. 481 Post Design Services /Bid Support Prepare package for bid advertisement. Make available project staff to answer questions during the bidding process. Assist Agency in preparation of addenda to the bid documents. Addenda to include changes beyond the control of HMH will be considered as extra services. 490 Services during Construction and Record Drawings Attend the pre - construction conference with the City and Contractor. Review shop drawings and submittals which are required by the project specifications for general conformance with the Consultant's design concept and general compliance with the contract documents, if required. Prepare Contract Change Orders for approval by the City when required by unanticipated field conditions or to clarify the intent of the plans and specifications. Make occasional field reviews to assist County in observing the performance of the work and placement of materials to determine if the work is in general conformance to the requirements of the plans and specifications. Prepare record drawings based on information provided by others. rl Job No. 4231.00 January 22, 2014 Page 5of7 995 Submittals /Other Reimbursables Client Initials Consultant Indrals Client shall reimburse Consultant for reimbursable expenses that may include: reproduction of plans and documents, overnight mail, delivery and courier services, fees charged by agencies and utilities to obtain information on existing facilities, fees advanced to public agencies, premiums for additional insurance requirements requested by Client, and other costs and expenses incurred at Client's request. The following activities are the responsibility of Client. This is not intended to represent a complete list but is included for additional clarity. • Provide copies of available plans, exhibits, records and data pertinent to the project. • Provide Consultant with permission to enter the grounds as necessary to perform the services. • Provide and coordinate services if required by other consultants including: architectural and landscaping plans or exhibits; traffic engineering and studies; archaeological services; biologic or biotic studies; tree surveys; and geotechnical engineering or geologic services, reports and recommendations. • Pay the cost of all fees; permits, and other charges not specifically included in this Agreement as a Consultant responsibility. • Provide construction supervision, inspection, and coordination. This Agreement does not constitute any express or implied warranty that the jurisdictional agencies will approve the applications. Consultant may utilize computer aided design and drafting software and other applications of Consultant's choice in providing the services in this Agreement. File structure and organization of data shall be at Consultant's discretion, and are intended only for Consultant's use on the project. The following services may be required for successful completion of the project, but are specifically not included in this scope of services. Consultant may provide some of these services pursuant to the Changes in Services" section of this agreement, or Client may engage others to provide these services. This is not intended to represent a complete list, but is added only for clarity. • Uncovering or potholing existing underground facilities. . • Record of Survey maps. Job No. 4231.00 January 22, 2014 Page 6 of 7 Clent Initials Consultant Initials 10 • "ALTA" or "As- Built" plans or certifications to any.entity as to quality or completeness of construction. • Architectural, structural, mechanical, fire protection, or geotechnical engineering, including plans or calculations for retaining walls, masonry walls, structural excavations and sheeting or shoring. • Telephone, gas, or cable T.V. facilities including joint trenches. Client may request changes in scope of or character of service, either decreasing or increasing the amount of Consultant's services. In the event that additional services not included in the Scope of Services are required, or if the Client requests changes and revisions after Consultant has performed the services in the Scope of Services, Client agrees to pay for all such additional services and expenses incurred, on a charge rate basis in accordance with Consultant's Charge Rate Schedule. For providing the services included in the Scope of Services, Client shall compensate Consultant as follows: Services performed on a Charge Rate (CR) basis as designated below shall be invoiced based upon the actual hours expended by each employee classification for the services performed on the project multiplied by the hourly charge rate for that employee classification as shown on the Charge Rate Schedule in effect at the time the services are performed. An initial, estimated budget has been established for each Charge Rate task; Consultant will request authorization if additional budget is required to complete charge rate tasks. Job No, 4231.00 January 22, 2014 Page 7 of 7 Professional Service Fees are as follows: Description 410 Project Management 420 Preliminary Investigation 430 Topographic Field Survey 440 Preliminary Design (65 %) 4501n- Roadway Warning Light System 460 PS &E (100% Submittal) 465 Quality Assurance Review 470 Bid Package Submittal 481 Post Design Services /Bid Support 490 Services during Construction and Record Drawings 995 Submittals /Other Reimbursables Client Initials Con uftant Initials Fee $3,000 CR $2,000 CR $3,500 CR $8,800 CR $9,000 CR $11,000 CR $1,000 CR $4,500 CR $1,200 CR $1,000 CR 300 CR TOTAL $45,300 Billings will be made every month for the services performed within the preceding month and are payable upon receipt. Client: Printed Name Title APPROVED and ACCEPTED W.r-T- (Ahzew-tv ' Printed Name Title Date Dat CHARGE RATE SCHEDULE Professional & Office Civil Engineering or Land Surveying Manager $ 166 per hour Senior Civil Engineering or Land Surveying Manager $ 190 per hour Land Development Manager $ 166 -240 per hr Senior Planner $190 per hour Senior Civil Engineer, Land Surveyor, or Landscape Architect $148 per hour Design Specialist $ 140 -180 per hr Project Planner $ 156 per hour Project Civil Engineer, Land Surveyor, or Landscape Architect $138 per hour Project Arborist $ 136 per hour Engineer, Planner, Surveyor, or Landscape Designer $ 130 per hour Assistant Engineer, Surveyor, Planner, or Landscape Designer $ 120 per hour Junior Engineer, Surveyor, Planner, or Landscape Designer $ 110 per hour Senior Technician $ 126 per hour Project Technician $ 116 per hour Technician $ 106 per hour Assistant Technician $ 98 per hour Junior Technician $ 82 per hour Project Support Staff $ 80 per hour Field Services 2 -Man Field Crew $ 216 per hour 3 -Man Field Crew $ 282 per hour 1 -Man Field Crew $150 per hour Senior Field Engineer $ 140 per hour Miscellaneous Vellum or Bond CADD Plot CADD Plot Color Plot Principals are Charged at $200.00 to $340.00 per hour Printing, Reproductions & Materials at Cost, Plus 20% Transportation at Cost, including mileage based upon IRS rates Other Outside Services at Cost, Plus 20% Rates are subject to adjustment July 1, 2014. $ 4 per plot $ 15 per plot $ 55 per plot [_lionf l- IRA HMHENGIN CORDn CERTIFICATE OF LIABILITY INSURANCE ! 3/25/2014 _.. _... PRODUCER Dealey, Renton & Associates P. O. _BOX 12675 Oakland, CA 946042675 310 465-3090 David C. Eckman THIS CERTIFICATE IS ISSUED AS A NATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE 'CERTIFICATE HOLDER THIS CERTIFICATE .DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES 'BELOW. INSURERS AFFORDING COVERAGE INSURED HMH Engineers 1570 Oakland Road San Jose, CA 95131 INSURER A: Travelers Indemnity Co. of Conn INSURER B: American Automobile Ira. Co. INSURER c. Catlin Insurance Company, Inc. INSURER:D: Hartford Fin: Ins. Co. 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. I�R TYPE OF IDISIlTt11NCE POLICY NUMBER POLICY EFFECTIVE POLICY E OM71ON LIMITS. A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE al OCCUR 6808945LB73 03/29/14 03/29/15 EACH OCCURRENCE $1,000,000 FIRE DAMAGE.(Any o f1m) $300,000. MED EXP WV one person) x&006 PERSONAL & ADV INJURY 'x1 -000 000 GENERAL AGGREGATE' S2 OOO 000 'GENLAGGREGATE'LIMIT APPLIES PER: POLICY ic_ .PRO- LOC PRODUCTS - COMPIOPAGG 4Z000,000 D AuromosmE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 57UEGAT08T9 03/29f14 03129115 COMBINED SINGLE LIMIT (Ea 8=b wt) x1,000,000 X BODILY INJURY (P- ) x X BODILY INJURY (Per a=KWd) x X PROPERTY DAMAGE (Per m deM) x GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT 13 OTHER THAN EA ACC AUTO ONLY:. AGG x x EXCESS LIABILITY OCCUR EI CLAIMS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE S AGGREGATE S x 3 x B woRl�nsooMPONSATXINAND EMPLOYERS' IJAMUTY W2P81012550 09101113 09101 114 X Wc.STATU- OTH- LIM E.L EACH ACCIDENT . I $1,000,000 E.L. DISEASE -EA EMPLOYEE'$1 660066 E:L. DISEASE - POLICY LIMIT $1,000,000 C OTHER Professional ability AED6846170315 03/29H4 03129/15 $2,000,000 per Claim $4;000;000 Annl Aggr. DESCRIPTION OF OPERATIONSILOCAMONSNENICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS GENERAL LIABILITY POLICY EXCLUDES CLAIMS ARISING OUT OF THE PERFORMANCE OF PROFESSIONAL SERVICES. REF: ALL OPERATIONS OF THE NAMED INSURED. City of Gilroy, its officers, employees, officials, and volunteers are additional insureds with respect to General Liability and Auto Liability as per policy form wording. A Waiver of- Subrogation applies to the Workers Compensation policy. City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 -6141 of 1 #S923601IM923521 SHOULD ANYOFTHE ABOVE DESCRIBED POLICESSE CANCELLED BEFORE.iFIEEXPIRATION DATE THEREOF, THE ISSUING INSURER WILL MAiL3Q - DAVSVA#r EN NOTICE TOTHE CERTIFICATE HOLDER NAMED TO.THE'LEFT. B DAC POLICY NUMBER: 68089451_873 COMMERICAL GENERAL LIABILITY ISSUE DATE: 03/29/14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. .DD ITIONAL INSURED 4ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): City of Gilroy 7351 Rosanna Street Gilroy, CA 95020-6141 PROJECT/LOCATION OF COVERED OPERATIONS: NAME OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATIONS CONTINUED: City of Gilroy, its officers, employees, officials7and volunteers. PROVISIONS A The following is added to WHO IS AN INSURED (Section II): The person or organization shown in the Sched- ule above is an additional insured on this Cover- age Part, but only with respect to liability for bod- ily injury", 'properly damage" or 'personal injury caused, in whole or in part, by your acts or orris - sions or the acts or omissions of those acting on your behalf a. In the performance of your ongoing oper- ations; b. In connection with premises owned by or rented to you; or C. In connection with your work and included within the "products -completed operations hazard." Such person or organization does not qualify as an additional insured for 'bodily injury% "property damage" or "personal injury' for which that person or organization has assumed liability in a contract or agreement. CG D3 82 09 07 The insurance provided to such additional insured is limited as follows: d. This insurance does not apply to the render- ing of or failure to render any "professional services ". e. The limits of insurance afforded to the adds- tional insured shall be the limits which you agreed in that 'contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section 111) for this Coverage Part B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a contract or agreement requiring insurance that for the addi- tional insured shown in the Schedule, the insur- ance provided to that additional insured under th is ® 2007 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office Inc., with its permission Page i COMMERICAL GENERAL LIABILITY Coverage Part must apply on a primary basis, or a primary and non - contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The ''personal injury" for which coverage is sought arises out of an offense comn*&ed; after you have entered into that "contract or agreement requiring insurance" for such additional insured. But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when the additional insured is also an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others. To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section 11): We waive any rights of recovery we may have against the additional insured shown in the Schedule above because of payments we make for °bodily injury", "property damage or "personal CG D3 82 09 07 injury" arising out of `your work" on or for the project, or at the location, shown in the Schedule above, performed by you, or on your behalf, under a 'contract or agreement requiring insurance" with that additional Insured. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with that additional insured entered into by you before, and in effect when, the "bodily. injury" or 'property damage" occurs, or the "personal injury" offense is comrnitted. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring .insurance" means that part of any contract or agreement under which you are required to include the person or organization shown in the Schedule as an additional insured on this Coverage Part, provided that the "bodily injury* and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. 0 2007 The Travelers Companies. Inc. Includes the copyrighted material of Imtffanoe Services Office Inc., with its permission Page 2 57UEGAT0879 COMMERCIAL. AUTOMOBILE. HA 9916 0312 THIS ENDORSEMENT CHANGES THE POLICY. " PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that . is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. -(2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named. Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if. (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without.a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured N Required by Contract. (1) Paragraph A.1.. - WHO IS AN INSURED of Section II - Liability Coverage is amended to add: . f. When you have. agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such ,person or organization is an "insured", but only to the extent such person or organization is Gable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." ® 2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will ;pay on behalf of such additional insured is the lesser of. (a) The limits of insurance specified in the written contract or written agreement, or (b) The Limits of Insurance shown in. the Declarations.. Such amount shall be a part of and not in .addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds 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 or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. E. Primary and Non -Contributory If Required by Contract Only with respect to insurance provided to an additional insured in 1.13. - Additional Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement 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 (3) and (4) 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 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. 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 selfAnsured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: ® 2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.., with its permission.) Page 2 of 5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply N you have workers' compensation insurance in -force covering all of your "employees ". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss "; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning.. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees ", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. S. PHYSICAL DAMAGE. - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. of SECTION Ill - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOANILEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto ", we will :pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of ".loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor, costs for extended. warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and cant' -over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. .EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION .III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that at the time of "loss ", is: (1) Permanently installed in or upon the covered "auto "; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or © 2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section 111 — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage 'Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident' to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that .reproduces, receives or transmits audio, visual or data signals which, at the time of "lose', is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment c. For each covered "auto ", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS = REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford 'Financial Services Group, Inc. company policy or coverage form that is" not an automobile policy or coverage form applies to the same "accident', the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident' applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under. this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e, of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos ", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rice or. Canada or in a settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D. - DEDUCTIBLE -of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: ® 2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of. ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, .including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any mason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at .least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non - hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. if the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non- hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will ,pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non- hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does !not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto ", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. ® 2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 5 of 5 Insured: HMH Engineers Policy Number. WZP81012550 Effective Date: 09/01/13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR. RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA We have the right to mover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description NAME OF PERSON(S) OR ORGANIZATIONS CONTINUED: City of Gilroy, its ot6cem, 0ty of Gilroy employees, offidals, and volunteers. 7351 Rosanna Street 3ilroy, CA 95020 -6141 • Countersigned by�'�+�'�s Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: Policy Expiration Date: