#09-5262 (Kisinger Campo & Assoc.)
Contract 09-5262
"County- Wide Engineering Services" - Civil-Transportation CEI (CI-CEI)
THIS AGREEMENT is made and entered into this ~ day of .VV\ ~ ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Kisinger Campo & Associates,
Corp., authorized to do business in the State of Florida, whose business address is One Tampa City
Center, 201 North Franklin Street, Suite 400, Tampa, Florida 33602 (hereinafter referred to as the
"CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Civil-Transportation CEI (CI-CEI)
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
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1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall
be at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the
terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
said proposal to be in compliance with the terms of this Agreement. If the parties reach an
agreement with respect to such Services, including, but not limited to the scope, compensation and
schedule for performance of those Services, a Work Order shall be prepared which incorporates the
terms of the understanding reached by the parties with respect to such Services and if both parties
are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by OWNER and that OWNER does not represent or guarantee unto
CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT
pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
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1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all
such licenses as are required to do business in the State of Florida and in Collier County, Florida,
including, but not limited to, all licenses required by the respective state boards and other
governmental agencies responsible for regulating and licensing the professional Services to be
provided and performed by the CONSULTANT pursuant to this Agreement.
1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization or
other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified
personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Paul G. Foley, P.E., as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
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CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies,
including the Florida Building Code where applicable, which regulate or have jurisdiction over the
Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in
these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
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1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non-public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be
submitted in an AutoCAD Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida
State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
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GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
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knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
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(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expand ability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
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4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
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5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as setforth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
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5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
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5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
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authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
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9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
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10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
1 0.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
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CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
20
terminate this Agreement and any Work Orders in effect, in whole or In part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
21
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
22
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
23
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
MODIFICATION
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners,
Collier County Florida
Purchasing Department, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
24
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Kisinger Campo & Associates, Corp.
201 North Franklin Street, Suite 400
Tampa, FL 33602
Phone: 813-871-5331; Fax: 813-871-5135
Attn: Paul G. Foley, P.E.
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and
assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof
shall impair the rights or liabilities of either party.
17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
25
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funded
26
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates
and other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
27
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
28
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seQ. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
. .1
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
'\ ;)........
By: ~W. ~
Fred Coyle, Chairman
Kisinger Campo ~orp.
By: ~~
Paul G. Foley, P.E., President
Typed Name and Title
(;;(.c!A. ),f, f P1J~ )
Witness
M. L. Miller, Contracts Coordinator
"?<:,ed N~me and Title .
~Ll~\.
Witness
A. Bankowski, Accounting Manager
Typed Name and Title
30
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20
(CI-CEI)
(RFP/Bid 09-5262- Civil-Transportation CEI
This Work Order is for professional describe services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
* Task I
* Task II
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv Standard Hourlv Rate
Principal $195
Senior Project Manager $165
Project Manager $148
Senior Engineer $155
Engineer $119
Senior Inspector $85
Inspector $65
Senior Planner $140
Planner $110
Senior Designer $115
Designer $100
Environmental Specialist $115
Senior GIS Specialist $145
GIS Specialist $100
Clerical $60
Surveyor and Mapper $130
CADD Technician $85
Survey Crew - 2 man $130
Survey Crew - 3 man $160
Survey Crew - 4 man $180
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Ag reement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C-2
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
engaged in the work under this Agreement in accordance with the laws of the State of
Florida. The amounts of such insurance shall not be less than:
a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one)
$100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
X $1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
_ Applicable x Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x
Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? x Yes No
-- -
C-4
(1) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes No
C-6
(1) Automobile Liability Insurance shall be maintained by the CONSULTANT
for the ownership, maintenance or use of any owned, non-owned or hired vehicle with
limits of not less than:
x Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(1) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the
exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will
"drop down" to apply as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? x Yes No
(1) Professional Liability Insurance shall be maintained by the CONSULTANT
to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recover against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
$ 500,000 each claim and in the aggregate
C-7
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
$5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the application of the aggregate limits provision. In addition,
CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours
after receipt, of any notices of expiration, cancellation, non-renewal or material change
in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20%) reduction in the aggregate limit of any policy,
CONSULTANT shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy. CONSULTANT shall promptly submit a
certified, true copy of the policy and any endorsements issued or to be issued on the
policy if requested by OWNER.
C-8
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of CONSULTANT'S professional liability policy. If no credit is available from
CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to
pursue the maximum credit available on the next renewal policy, if a renewal occurs
during the term of the project policy (and on any subsequent professional liability
policies that renew during the term of the project policy). CONSULTANT agrees that
any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of
OWNER for the provision of project-specific professional liability insurance policy in
consideration for a reduction in CONSULTANT'S self-insured retention and the risk of
uninsured or underinsured consultants.
C-9
(2) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
c. Current deductibles/self-insured retention.
d. Current underwriter.
e. Amount (in both dollars and percent) the underwriter will give as a credit if
the policy is replaced by an individual project policy.
f. Cost of professional insurance as a percent of revenue.
g. Affirmation that the design firm will complete a timely project errors and
omissions application.
(3) If OWNER elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and OWNER will provide professional
liability insurance, naming CONSULTANT and its professional subconsultants as
named insureds.
C-10
SCHEDULE 0
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Kisinger Campo & Associates, Corp., hereby certifies that
wages, rates and other factual unit costs supporting the compensation for the services
of the CONSULTANT to be provided under the Professional Services Agreement,
concerning 09-5262 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
Kisinger Campo & Associates, Corp.
BY: ~~/j ~___
Paul G. Foley, P .
TITLE: President
DATE: February 25. 2010
D-1
ACORDT.. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDJYYYY)
2/25/2010
PRODUCER Phone: 727 461-6044 Fax: 727 442-7695 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Brown & Brown Insurance - Clearwater ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P.O. Box 2456 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Suite 660
Clearwater FL 33757-2456 INSURERS AFFORDING COVERAGE NAIC#
INSURED ,INSURERA:Hartford Fire Insurance Co. '196 8 2
Kisinger Campo & Assoc. Corp. INSURERB:Hartford Casualtv Insurance C '?9424
KCCS, Inc INSURERC:Continental Casualty Co. 20443
201 N. Franklin Street, Ste. 400
Tampa FL 33602 INSURER D:
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.
'~::t~'?:~ POLICY NUMBER P~.tW1~~~gR,w\E Pg~ifJI~~~~N LIMITS
A Ix ~NERAL LIABILITY 21UUNAG7547 9/1/2009 9/1/2010 EACH OCCURRENCE $ 1 000 000
i JL COMMERCIAL GENERAL LIABILITY ~~~~~~~?E~~~~~nce) $100.000
I ~. CLAIMS MADE Ii] OCCUR MED EXP (Anyone person) $ 10 000
I f--
X ('ontri3r.tlli31 PERSONAL & ADV INJURY $ 1 000 000
JL XCU Liability i GENERAL AGGREGATE $2 000 000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2 000 000
IlpoLlCY -Gel ~~P.T n LOC
A X ~TOMOBILE LIABILITY 21UENJB0852 9/1/2009 9/1/2010 COMBINED SINGLE LIMIT I
JL ANY AUTO (Ea accident) $1,000,000
f-- ALL OWNED AUTOS BODILY INJURY
$
SCHEDULED AUTOS (Per person)
f-- 1$
JL HIRED AUTOS BODILY INJURY
NON-OWNED AUTOS (Per accident) I
f-- I
L PROPERTY DAMAGE 1$
I (Per accident)
I
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
R ANY AUTO OTHER THAN EAACC $
AUTO ONLY: AGG $
B X ~ESS/UMBRELLA LIABILITY 21XHUAG7607 9/1/2009 9/1/2010 EACH OCCURRENCE $ 3 000 000
X OCCUR D CLAIMS MADE AGGREGATE $ 3 000 000
$
8 DEDUCTIBLE $
X RETENTION no 000 I $
A WORKERS COMPENSATION AND 21WBNW1033 110/3/2009 10/3/2010 X I T~f ~TAT~;" I IOTH-
T RY IMIT ER
EMPLOYERS' LIABILITY i
ANY PROPRIETOR/PARTNER/EXECUTIVE I E.L. EACH ACCIDENT $ 500 000
OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 500 000
If yes, describe under E.L. DISEASE - POLICY LIMIT $ 500 000
SPECIAL PROVISIONS below
C OTHER ~EH2 882 95813 11/2/2009 11/2/2010 Per Claim 2,000,000
!professional Liability A.ggregate 5,000,000
I Claims Made I Deductible 200,000
I
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
ertificate Holder is an additional insured with respect to general liability, auto liability and umbrella liability.
*10 Days for Non Payment.
~ndorsements available upon request. All insurance coverage of Insured shall be primary to any insurance coverage of
ertificate Holder applicable to this Agreement. The General Aggregate Limit applies separately to this Project.
~25,OOO for direct physical loss or direct physical damage to Valuable Papers. Excess/Umbrella Liability coverage
provides additional coverage for General Liability, Automobile Liability and Workers' Compensation/Employer Liability
~ee At tached. . .
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
Collier County Government BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER
WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN NOTICE TO THE
C/O Purchasing Dept. - Diana De Leon CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO
3301 Tamiami Trail East SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON
Naples FL 34112 THE INSURER, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE ~ 1(.~
ACORD 25 (2001/08)
@ACORDCORPORATION 1988
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES / EXCLUSIONS I SPECIAL PROVISIONS
policies. Contract #09-5262 for County-Wide Engineering Services and all Work Orders and/or Authorizations issued
thereunder.
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001/08)
x
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage.. Read
the entire policy carefully to determine rights, duties and
what is and is not covered.
Throughout this policy the words "you" and "your" refer to
the Named Insured shown in the Declarations, and any
~ other person or organization qualifying as a Named
~ Insured under this policy The words "we", "us" and "our"
o refer to the stock insurance company member of The
Hartford providing this insurance
M
;:j The word "insured" means any person or organization
c> qualifying as such under Section 11- Who Is An Insured
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~ Other words and phrases that appear in quotation marks
~ have special meaning. Refer to Section V -Definitions.
::i SECTION I - COVERAGES
N
N COVERAGE A BODILY INJURY AND PROPERTY
o
c> DAMAGE LIABILITY
Ln
~ 1. Insuring Agreement
;;;;;;;;;;;;;;; a. We will pay those sums that the insured becomes
~ legally obligated to pay as damages because of
--
, "bodily injury" or "property damage" to which this
~ insurance applies. We will have the right and duty
== to defend the insured against any "suit" seeking
~
_ those damages. However, we will have no duty to
= defend the insured against any "suit" seeking
-
= damages for "bodily injury" or "property damage" to
:= which this insurance does not apply We may, at
_ our discretion, Investigate any "occurrence" and
=== settle any c\aim or "suit" that may result But:
-
_ (1) The amount we will pay for damages is limited
as described in Section III - Limits Of
= Insurance; and
~
== (2) Our right and duty to defend ends when we
have used up the applicable limit of insurance in
= the payment of judgments or settlements under
~ Coverages A or B or medical expenses under
~
~ Coverage C.
-
===
~ No other obligation or liability to pay sums or
~
perform acts or services Is covered unless explicitly
. provided for under Supplementary Payments -
~
_ Coverages A and B.
-===
=== b. This insurance applies to "bodily injury" and
= "property damage" only if:
-
=== (1) The "bodily injury" or "property damage" is
caused by an "occurrence" that takes place in
the "coverage territory";
HG 00 01 06 05
(2) The "bodily injury" or "property damage" occurs
during the policy period; and
(3) Prior to the policy period, no insured listed
under Paragraph 1. of Section II - Who Is An
Insured and no "employee" authorized by you to
give or receive notice of an "occurrence" or
claim, knew that the "bodily injury" or "property
damage" had occurred, in whole or in part If
such a listed insured or authorized "employee"
knew, prior to the policy period, that the "bodily
injury" or "property damage" occurred, then any
continuation, change or resumption of such
"bodily injury" or "property damage" during or
after the policy period will be deemed to have
been known prior to the policy period.
c. "Bodily injury" or "property damage" will be deemed
to have been known to have occurred at the
earliest time when any insured listed under
Paragraph 1. of Section II - Who Is An Insured or
any "employee" authorized by you to give or
receive notice of an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily injury" or
"property damage" to us or any other insurer;
(2) Receives a written or verbal demand or claim
for damages because of the "bodily injury" or
"property damage"; or
(3) Becomes aware by any other means that
"bodily injury" or "property damage" has
occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or organization for
care, loss of services or death resulting at any time
from the "bodily injury"
e. Incidental Medical Malpractice
(1) "Bodily injury" arising out of the rendering of or
failure to render professional health care
services as a physician, dentist, nurse,
emergency medical technician or paramedic
shall be deemed to be caused by an
"occurrence", but only if:
(a) The physician, dentist, nurse, emergency
medical technician or paramedic is
employed by you to provide such services;
and
(b) You are not engaged in the business or
occupation of providing such services.
@ 2005 The Hartford
Page 1 of 18
(2) For the purpose of determining the limits of
insurance for incidental medical malpractice,
any act or omission together with all related acts
or omissions in the furnishing of these services
to anyone person will be considered one
"occurrence" .
Exclusions
This insurance does not apply to:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected or
intended from the standpoint of the insured. This
exclusion does not apply to "bodily injury" or
"property damage" resulting from the use of
reasonable force to protect persons or property.
b. Contractual Liability
"Bodily injury" or "property damage" for which the
insured is obligated to pay damages by reason of
the assumption of liability in a contract Dr
agreement. This exclusion does not apply to liability
for damages:
(1) That the insured would have in the absence of
the contract Dr agreement; or
(2) Assumed in a contract or agreement that is an
"insured contract", provided the "bodily injury" or
"property damage" occurs subsequent to the
execution of the contrad or agreement Solely
for the purposes of liability assumed in an
"insured contract", reasonable attorney fees and
necessary litigation expenses incurred by or for
a party other than an insured are deemed to be
damages because of "bodily injury" or "property
damage", p'rovided:
(a) Liability to such party for. or for the cost of,
that party's defense has also been assumed
in the same "insured contract"; and
(b) Such attorney fees and litigation expenses
are for defense of that party against a civil or
alternative dispute resolution proceeding in
which damages to which this insurance
applies are alleged.
t
c. Liquor Liability
"Bodily injury" or "property damage" for which any
insured may be held liable by reason of:
(1) CaUSing or contributing to the intoxication of any
person;
(2) The furnishing of alcoholic beverages to a
person under the legal drinking age or under the
influence of alcohol; or
(3) Any statute, ordinance or regulation relating to
the sale, gift, distribution or use of alcoholic
beverages.
This exclusion applies only if you are in the
business of manufaduring, distributing, selling,
serving or furnishing alcoholic beverages.
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d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers'
compensation. disability benefits or unemploymer'
compensation law Dr any similar law.
e. Employer's Liability
"Bodily injury" to:
(1) An "employee" of the insured arising out of and
in the course of:
(a) Employment by the insured; or
(b) Performing duties related to the conduct of
the insured's business; or
(2) The spouse. child, parent. brother or sister of
that "employee" as a consequence of
Paragraph (1) above.
This exclusion applies:
(1) Whether the insured may be liable as an
employer or in any other capacity; and
(2) To any obligation to share damages with or
repay someone else who must pay damages
because of the injury
This exclusion does not apply to liability assumed
by the insured under an "insured contract".
f. Pollution
(1) "Bodily injury" or "property damage" arising out
of the actual, alleged or threatened discharge,._
dispersal, seepage, migration, release ('
escape of "pollutants":
(a) At or from any premises, site or location
which is or was at any time owned or
occupied by. or rented or loaned to, any
insured. However, this subparagraph does
not apply to:
(i) "Bodily injury" if sustained within a
building and caused by smoke. fumes,
vapor or soot produced by or originating
from equipment that is used to heat, cool
or dehumidify the building, or equipment
that is used to heat water for personal
use, by the building's occupants or their
guests;
(ii) "Bodily injury" or "property damage" for
which you may be held liable. if you are a
contractor and the owner or lessee of
such premises, site or location has been
added to your policy as an additional
insured with respect to your ongoing
operations performed for that additional
insured at that premises, site or location
and such premises, site or location Is not
and never was owned or occupied by, or
rented or loaned to. any insured, other
than that additional insured; or
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(Hi) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes from
a "hostile fire";
(b) At or from any premises, site or location
which is or was at any time used by or for
any insured or others for the handling,
storage, disposal, processing or treatment of
waste;
(e) Which are or were at any time transported,
handled, stored, treated, disposed of, or
processed as waste by or for.
(i) Any insured; or
(ii) Any person or organization for whom you
may be legally responsible;
(d) At or from any premises, site or location on
which any insured or any contractors or
subcontractors working directly or indirectly
on any insured's behalf are performing
operations if the "pollutants" are brought on
or to the premises, site or location in
connection with such operations by such
insured, contractor or subcontractor.
However, this subparagraph does not apply
to:
(i) "Bodily injury" or "property damage"
arising out of the escape of fuels,
lubricants or other operating fluids which
are needed to perform the normal
electrical, hydraulic or mechanical
functions necessary for the operation of
"mobile equipment" or its parts, if such
fuels, lubricants or other operating fluids
escape from a vehicle part designed to
hold, store or receive them This
exception does not apply if the "bodily
injury" or "property damage" arises out of
the intentional discharge, dispersal or
release of the fuels, lubricants or other
operating fluids, or if such fuels,
lubricants or other operating fluids are
brought on or to the premises, site or
location with the intent that they be
discharged, dispersed or released as part
of the operations being performed by
such insured, contractor or
subcontractor;
(ii) "Bodily injury" or "property damage"
sustained within a building and caused
by the release of gases, fumes or vapors
from materials brought into that building
in connection with operations being
performed by you or on your behalf by a
contractor or subcontractor; or
(iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes from
a "hostile fire"; or
(e) At or from any premises, site or location on
which any insured or any contractors or
subcontractors working directly or indirectly
on any insured's behalf are performing
operations if the operations are to test for,
monitor, clean up, remove, contain, treat,
detoxify or neutralize, or in any way respond
to, or assess the effects of, "pollutants".
(2) Any loss, cost or expense arising out of any:
(a) Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in
any way respond to, or assess the effects of,
"pollutants"; or
(b) Claim or suit by or on behalf of a
governmental authority for damages
because of testing for, monitoring, cleaning
up, removing, containing, treating,
detoxifying or neutralizing, or in any way
responding to, or assessing the effects of,
"pollutants"
However, this paragraph does not apply to
liability for damages because of "property
damage" that the insured would have in the
absence of such request, demand, order or
statutory or regulatory requirement, or such
claim or "suit" by or on behalf of a governmental
authority.
g. Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising out of
the ownership, maintenance, use or entrustment to
others of any aircraft, "auto" or watercraft owned or
operated by or rented or loaned to any insured Use
includes operation and "loading or unloading"
This exclusion applies even if the claims against
any insured allege negligence or other wrongdoing
in the supervision, hiring, employment, training or
monitoring of others by that insured, if the
"occurrence" which caused the "bodily injury" or
"property damage" involved the ownership,
maintenance, use or entrustment to others of any
aircraft, "auto" or watercraft that is owned or
operated by or rented or loaned to any insured.
This exclusion does not apply to:
(1) A watercraft while ashore on premises you own
or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons for a
charge;
(3) Parking an "auto" on, or on the ways next to,
premises you own or rent, provided the "auto" is
not owned by or rented or loaned to you or the
insured;
(4) Uability assumed under any "insured contract"
for the ownership, maintenance or use of
aircraft or watercraft;
(5) "Bodily Injury" or "property damage" arising out
of the operation of any of the equipment listed in
Paragraph f.(2) or f.(3) of the definition of
"mobile equipment"; or
(6) An aircraft that is not owned by any insured and
is hired, chartered or loaned with a paid crew..
However, this exception does not apply if the
insured has any other insurance for such "bodily
injury" or "property damage", whether the other
insurance is primary, excess, contingent or on
any other basis.
h. Mobile Equipment
IlBodily injury" or "property damage" arising out of:
(1) The transportation of Ilmobile equipment" by an
"auto" owned or operated by or rented or loaned
to any insured; or
(2) The use of "mobile equipment" in, or while in
practice for, or while being prepared for, any
prearranged racing, speed. demolition. or
stunting activity.
i. War
''Bodily injury" or "property damage", however
caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any government.
sovereign or other authority using military
personnel or other agents; or
(3) Insurrection, rebellion, revolution, usurped
power, or action taken by govemmental
authority in hindering or defending against any
of these.
j. Damage To Property
"Property damage" to:
(1) Property you own, rent, or occupy. including any
costs or expenses incurred by you, or any other
person. organization or entity, for repair.
replacement, enhancement. restoration or
maintenance of such property for any reason,
including prevention of injury to a person or
damage to another's property;
(2) Premises you sell. give away or abandon, if the
"property damage" arises out of any part of
those premises;
(3) Property loaned to you;
(4) Personal property in the care, custody or control
of the insured;
(5) That particular part of real property on which
you or any contractors or subcontractors
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working directly or indirectly on your behalf are
perfonning operations, if the "property damage"
arises out of those operations; or
(6) That particular part of any property that must I-
restored, repaired or replaced because "your
work" was incorrectly performed on it.
Paragraphs (1), (3) and (4) of this exclusion do not
apply to "property damage" (other than damage by
fire) to premises. including the contents of such
premises, rented to you for a period of 7 or fewer
consecutive days. A separate limit of insurance
applies to Damage To Premises Rented To You as
described in Section III - Limits Of Insurance.
Paragraph (2) of this exclusion does not apply if the
premises are "your work" and were never occupied,
rented or held for rental by you.
Paragraphs (3) and (4) of this exclusion do not
apply to "property damage" arising from the use of
elevators.
Paragraphs (3), (4), (5) and (6) of this exclusion do
not apply to liability assumed under a sidetrack
agreement
Paragraphs (3) and (4) of this exclusion do not
apply to "property damage" to borrowed equipment
while not being used to perform operations at the
job site.
Paragraph (6) of this exclusion does not apply to
"property damage" included in the "productr
completed operations hazard".
k. Damage To Your Product
"Property damage" to "your product" arising out of it
or any part of it.
I. Damage To Your Work
"Property damage" to "your work" arising out of it or
any part of it and included in the "products-
completed operations hazard"
This exclusion does not apply if the damaged work
Dr the work out of which the damage arises was
performed on your behalf by a subcontractor
m. Damage To Impaired Property Or Property Not
Physically Injured
"Property damage" to "impaired property" or
property that has not been physically injured.
arising out of:
(1) A defect, deficiency. inadequacy or dangerous
condition in "your product" or "your work"; or
(2) A delay or failure by you or anyone acting on
your behalf to perform a contract or agreement
in accordance with its terms.
This exclusion does not apply to the loss of use of
other property arising out of sudden and accldentf'
physical injury to "your product" or "your work" aftt
it has been put to its intended use
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n. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or expense
incurred by you or others for the loss of use,
withdrawal, recall, inspection, repair, replacement,
adjustment, removal or disposal of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
if such product, work, or property is withdrawn or
recalled from the market or from use by any person
or organization because of a known or suspected
defect, deficiency, inadequacy or dangerous
condition in it.
o. Personal And Advertising Injury
"Bodily injury" arising out of "personal and
advertising injury".
p. Electronic Data
Damages arising out of the loss of, loss of use of,
damage to, corruption of, inability to access, or
inability to manipulate electronic data
As used in this exclusion, electronic data means
information, facts or programs stored as or on,
created or used on, or transmitted to or from
computer software, including systems and
applications software, hard or floppy disks, CD-
ROMS, tapes, drives, cells, data processing
devices or any other media which are used with
electronically controlled equipment.
q. Employment-Related Practices
"Bodily injury" to:
(1) A person arising out of any "employment-
related practices"; or
(2) The spouse, child, parent, brother or sister of
that person as a consequence of "bodily injury"
to that person at whom any "employment-
related practices" are directed.
This exclusion applies:
(1) Whether the insured may be liable as an
employer or in any other capacity; and
(2) To any obligation to share damages with or
repay someone else who must pay damages
because of the injury.
f. Asbestos
(1) "Bodily injury" or "property damage" arising out
of the "asbestos hazard".
(2) Any damages, judgments, settlements, loss,
costs or expenses that:
(a) May be awarded or incurred by reason of
any claim or suit alleging actual or
threatened injury or damage of any nature or
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kind to persons or property which would not
have occurred in whole or in part but for the
"asbestos hazard";
(b) Arise out of any request, demand, order or
statutory or regulatory requirement that any
insured or others test for, monitor, clean up,
remove, encapsulate, contain, treat. detoxify
or neutralize or in any way respond to or
assess the effects of an "asbestos hazard";
or
(e) Arise out of any claim or suit for damages
because of testing for, monitoring, cleaning
up, removing, encapsulating, containing,
treating, detoxifying or neutralizing or in any
way responding to or assessing the effects
of an "asbestos hazard".
Damage To Premises Rented To You - Exception
For Damage By Fire, Lightning Or Explosion
Exclusions c. through h. and j. through n. do not apply
to damage by fire, lightning or explosion to premises
while rented to you or temporarily occupied by you with
permission of the owner. A separate limit of insurance
applies to this coverage as described in Section III -
Limits Of Insurance.
COVERAGE B PERSONAL AND ADVERTISING
INJURY LIABILITY
1. Insuring Agreement
a. We will pay those sums that the insured becomes
legally obligated to pay as damages because of
"personal and advertising injury" to which this
insurance applies, We will have the right and duty
to defend the insured against any "suit" seeking
those damages.. However, we will have no duty to
defend the insured against any "suit" seeking
damages for "personal and advertising injury" to
which this insurance does not apply We may, at
our discretion, investigate any offense and settle
any claim or "suit" that may result But:
(1) The amount we will pay for damages is limited
as described in Section III - limits Of
Insurance; and
(2) Our right and duty to defend end when we have
used up the applicable limit of insurance in the
payment of judgments or settlements under
Coverages A or B or medical expenses under
Coverage C.
No other obligation or liability to pay sums or
perform acts or services is covered unless explicitly
provided for under Supplementary Payments -
Coverages A and B.
b. This insurance applies to "personal and advertising
injury" caused by an offense arising out of your
business but only if the offense was committed in
the "coverage territory" during the policy period
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2. Exclusions
This insurance does not apply to:
a. Knowing Violation Of Rights Of Another
"Personal and advertising injury" arising out of an
offense committed by, at the direction or with the
consent or acquiescence of the insured with the
expectation of inflicting "personal and advertising
injury",
b. Material Published With Knowledge Of Falsity
"Personal and advertising injury" arising out of oral,
written or electronic publication of material, if done
by or at the direction of the insured with knowledge
of its falsity.
c. Material Published Prior To Policy Period
"Personal and advertising injury" arising out of oral,
written or electronic publication of material whose
first publication took place before the beginning of
the policy period.
d. Criminal Acts
"Personal and advertising injury" ariSing out of a
criminal act committed by or at the direction of the
insured.
e. Contractual Liability
"Personal and advertising injury" for which the
insured has assumed liability in a contract or
agreement. This exclusion does not apply to liability
for damages that the insured would have in the
absence of the contract or agreement.
f. Breach Of Contract
"Personal and advertising injury" arising out of a
breach of cOntract, except an implied contract to use
another's "advertising idea" in your "advertisement".
g. Quality Or Performance Of Goods - Failure To
Conform To Statements
"Personal and advertising injury" arising out of the
failure of goods, products or services to conform
with any statement of quality or performance made
in your "advertisement"
h. Wrong Description Of Prices
"Personal and advertising injury" arising out of the
wrong description of the price of goods, products or
services.
i. Infringement Of Intellectual Property Rights
"Personal and advertising injury" arising out of any
violation of any intellectual property rights such as
copyright, patent, trademark, trade name. trade
secret, service mark or other designation of origin
or authenticity.
However, this exclusion does not apply to
infringement, in your "advertisement", of:
(1) Copyright;
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(2) Slogan, unless the slogan is also a trademark,
trade name, service mark or other designation
of origin or authenticity; or
(3) Title of any literary or artistic work.
j. Insureds In Media And Internet Type
Businesses
"Personal and advertising injury" committed by an
insured whose business is:
(1) Advertising, broadcasting, publishing or
telecasting;
(2) Designing or determining content of web sites
for others; or
(3) An Internet search, access, content or service
provider
However, this exclusion does not apply to
Paragraphs 17.a.. b. and c. of "personal and
advertising injury" under the Definitions Section.
For the purposes of this exclusion, placing an
"advertisement" for or linking to others on your web
site, by itself, is not considered the business of
advertising, broadcasting, publishing or telecasting
k. Electronic Chatrooms Or Bulletin Boards
"Personal and advertising injury" arising out of an
electronic chatroom or bulletin board the insured
hosts, owns, or over which the insured exercises
control.
I. Unauthorized Use Of Another's Name . C
Product
"Personal and advertising injury" arising out of the
unauthorized use of another's name or product in
your e-mail address, domain name or metatags, or
any other similar tactics to mislead another's
potential customers.
m. Pollution
"Personal and advertising injury" arising out of the
actual, alleged or threatened discharge, dispersal,
seepage, migration, release or escape of
"pollutants" at any time.
n. Pollution-Related
Any loss, cost or expense arising out of any:
(1) Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in any
way respond to, or assess the effects of,
"pollutants"; or
(2) Claim or suit by or on behalf of a govemmental
authority for damages because of testing for,
monitoring, cleaning up, removing, containing,
treating, detoxifying or neutralizing, or in any
way responding to, or assessing the effects or
"pollutants". '
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o. War
"Personal and advertising injury", however caused,
arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any government,
sovereign or other authority using military
personnel or other agents; or
(3) Insurrection, rebellion, revolution, usurped power,
or action taken by govemmental authority in
hindering or defending against any of these.
p. Internet Advertisements And Content Of Others
"Personal and advertising injury" arising out of:
(1) An "advertisement" for others on your web site;
(2) Placing a link to a web site of others on your
web site;
(3) Content, including infonnation, sounds, text,
graphics, or images from a web site of others
displayed within a frame or border on your web
site; or
(4) Computer code, software or programming used
to enable:
(a) Your web site; or
(b) The presentation or functionality of an
"advertisement" or other content on your
web site.
q. Right Of Privacy Created By Statute
"Personal and advertising injury" arising out of the
violation of a person's right of privacy created by
any state or federal act.
However, this exclusion does not apply to liability
for damages that the insured would have in the
absence of such state or federal act,
r. Violation Of Anti-Trust law
"Personal and advertising injury" arising out of a
violation of any anti-trust law
s. Securities
"Personal and advertising injury" arising out of the
fluctuation in price or value of any stocks, bonds or
other securities
t. Discrimination Or Humiliation
"Personal and advertising injury" ansmg out of
discrimination or humiliation committed by or at the
direction of any "executive officer", director,
stockholder. partner or member of the insured.
u. Employment-Related Practices
"Personal and advertising injury" to:
(1) A person arising out of any "employment-
related practices"; or
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(2) The spouse, child, parent, brother or sister of
that person as a consequence of "personal and
advertising injury" to that person at whom any
"employment-related practices" are directed.
This exclusion applies:
(1) Whether the insured may be liable as an
employer or in any other capacity; and
(2) To any obligation to share damages with or
repay someone else who must pay damages
because of the injury
v. Asbestos
(1) "Personal and advertising injury" arising out of
the "asbestos hazard".
(2) Any damages, judgments, settlements, loss,
costs or expenses that:
(a) May be awarded or incurred by reason of
any claim or suit alleging actual or
threatened injury or damage of any nature or
kind to persons or property which would not
have occurred in whole or in part but for the
"asbestos hazard";
(b) Arise out of any request, demand, order or
statutory or regulatory requirement that any
insured or others test for, monitor, clean up,
remove, encapsulate. contain, treat, detoxify
or neutralize or in any way respond to or
assess the effects of an "asbestos hazard";
or
(c) Arise out of any claim or suit for damages
because of testing for, monitoring, cleaning
up, removing, encapsulating, containing,
treating, detoxifying or neutralizing or in any
way responding to or assessing the effects
of an "asbestos hazard".
COVERAGE C MEDICAL PAYMENTS
1. Insuring Agreement
a. We will pay medical expenses as described below
for "bodily injury" caused by an accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the "coverage
territory" and during the policy pertod;
(2) The expenses are incurred and reported to us
within three years of the date of the accident;
and
(3) The injured person submits to examination, at
our expense, by physicians of our choice as
often as we reasonably require.
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b. We will make these payments regardless of fault.
These payments will not exceed the applicable limit
of insurance. We will pay reasonable expenses for:
(1) First aid administered at the time of an accident;
(2) Necessary medical, surgical, x-ray and dental
services, including prosthetic devices; and
(3) Necessary ambulance, hospital, professional
nursing and funeral services.
2. Exclusions
We will not pay expenses fOf "bodily injury";
a. Any Insured
To any insured, except "volunteer workers"
b. Hired Person
To a person hired to do work for or on behalf of any
insured or a tenant of any insured.
c. Injury On Normally Occupied Premises
To a person injured on that part of premises you
own or rent that the person normally occupies.
d. Workers Compensation And Similar Laws
To a person, whether or not an "employee" of any
insured, if benefits for the "bodily injury" are payable
or must be provided under a workers' compensation
or disability benefits law or a similar law
e. Athletics Activities
To a person injured while practicing, instructing or
partiCipating in any physical exercises or games,
sports, or athletic contests.
f. Products-Completed Operations Hazard
Included within the "products-completed operations
hazard".
g. Coverage A Exclusions
Excluded under Coverage A.
SUPPLEMENTARY PAYMENTS COVERAGES
A AND B
1. We will pay, with respect to any claim we investigate or
settle, or any "suit" against an insured we defend:
a. All expenses we incur
b. Up to $1,000 for cost of bail bonds required
because of accidents or traffic law violations arising
out of the use of any vehicle to which the Bodily
Injury Liability Coverage applies. We do not have
to furnish these bonds.
c. The cost of appeal bonds or bonds to release
attachments, but only for bond amounts within the
applicable limit of insurance. We do not have to
furnish these bonds.
d. All reasonable expenses incurred by the insured at
our request to assist us in the investigation or
defense of the claim or "suit", including actual loss
of earnings up to $500 a day because of time off
from work.
D___ 0 _~ 40
e. All costs taxed against the insured in the "suit"
f. Prejudgment interest awarded against the insured
on that part of the judgment we pay. If we mak.e ar
offer to pay the applicable limit of insurance, we VIi
not pay any prejudgment interest based on that
period of time after the offer.
g. All interest on the full amount of any judgment that
accrues after entry of the judgment and before we
have paid, offered to pay, or deposited in court the
part of the judgment that is within the applicable
limit of insurance.
These payments will not reduce the limits of insurance.
2. If we defend an insured against a "suit" and an
indemnitee of the insured is also named as a party to
the "suit", we will defend that indemnitee if all of the
following conditions are met:
a. The "suit" against the indemnitee seeks damages
for which the insured has assumed the liability of
the indemnitee in a contract or agreement that is an
"insured contract";
b. This insurance applies to such liability assumed by
the insured;
c. The obligation to defend, or the cost of the defense
of, that indemnitee, has also been assumed by the
insured in the same "insured contract";
d. The allegations in the "suit" and the information we
know about the "occurrence" are such that no
conflict appears to exist between the interests r
the insured and the interests of the indemnitee;
e. The'indemnitee and the insured asl< us to conduct
and control the defense of that indemnitee against
such "suit" and agree that we can assign the same
counsel to defend the insured and the indemnitee;
and
f. The indemnitee:
(1) Agrees in writing to:
(a) Cooperate with us in the investigation,
settlement or defense of the "suit";
(b) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the "suit";
(c) Notify any other insurer whose coverage is
available to the indemnitee; and
(d) Cooperate with us with respect to
coordinating other applicable insurance
available to the indemnitee; and
(2) Provides us with written authorization to:
(a) Obtain records and other information related
to the "suit"; and
(b) Conduct and control the defense of the
indemnitee in such "suit".
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So long as the above conditions are met. attorneys
fees incurred by us in the defense of that indemnitee,
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necessary litigation expenses incurred by us and
necessary litigation expenses Incurred by the
indemnitee at our request will be paid as
Supplementary Payments.. Notwithstandi~g the
provisions of Paragraph 2.b.(2) of Section I
Coverage A - Bodily Injury And Property Damage
Liability, such payments will not be deemed to be
damages for "bodily injury" and "property damage" and
will not reduce the limits of insurance
Our obligation to defend an insured's indemnitee and
to pay for attorneys' fees and necessary litigation
expenses as Supplementary Payments ends when:
a. We have used up the applicable limit of insurance
in the payment of judgments or settlements; or
b. The conditions set forth above, or the tenns of the
agreement described in Paragraph f, above, are no
8 longer met.
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~ 1. If you are designated in the Declarations as:
t; a. An individual, you and your spouse are insureds,
;S but only with respect to the conduct of a business
~ of which you are the sole owner
g b, A partnership or joint venture, you are an insured.
~ Your members, your partners, and their spouses
+: are also insureds, but only with respect to the
conduct of your business.
~ c, A limited liability company, you are an insured.
r Your members are also insureds. but only with
_ respect to the conduct of your business Your
_ managers are insureds. but only with respect to
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= venture or limited liability company. you are an
=== insured Your "executive officers" and directors are
insureds, but only with respect to their duties as
= your officers or directors. Your stockholders are
. also insureds, but only with respect to their liability
- as stockholders
= e. A trust. you are an insured Your trustees are also
- insureds, but only with respect to their duties as
= trustees.
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== your "employees", other than either your "executive
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= partnership, joint venture or Umited liability
::: company) or your managers (if you are a limited
= liability company), but only for acts within the scope
of their employment by you or while performing
duties related to the conduct of your business.
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However, none of these "employees" or "volunteer
workers" are insureds for.
(1) "Bodily injury" or "personal and advertising
injury":
(a) To you, to your partners or members (if you
are a partnership or joint venture), to your
members Qf you are a limited liability
company), to a co-"employee" while in the
course of his or her employment or
performing duties related to the conduct of
your business, or to your other "volunteer
workers" while performing duties related to
the conduct of your business;
(b) To the spouse. child, parent, brother or sister
of that co-"employee" or that "volunteer
worker" as a consequence of Paragraph
(1 )(a) above;
(c) For which there is any obligation to share
damages with or repay someone else who
must pay damages because of the injury
described in Paragraphs (1)(a) or (b) above;
or
(d) Arising out of his or her providing or failing to
provide professional health care services
If you are not in the business of providing
professional health care services, Paragraph (d)
does not apply to any nurse. emergency
medical technician or paramedic employed by
you to provide such services.
(2) "Property damage" to property:
(a) Owned. occupied or used by,
(b) Rented to, in the care, custody or control of,
or over which physical control is being
exercised for any purpose by
you, any of your "employees", "volunteer
workers". any partner or member (if you are a
partnership or joint venture), or any member Of
you are a limited liability company).
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization while
acting as your real estate manager.
c. Temporary Custodians of Your Property
Any person or organization having proper
temporary custody of your property if you die, but
only:
(1) With respect to liability arising out of the
maintenance or use of that property; and
(2) Until your legal representative has been
appointed.
d. Legal Representative If You Die
Your legal representative if you die. but only with
respect to duties as such. That representative will
n___ n _&.40
have all your rights and duties under this Coverage
ParL
e. Unnamed Subsidiary
Any subsidiary, and subsidiary thereof, of yours
which is a legally incorporated entity of which you
own a financial interest of more than 50% of the
voting stock on the effective date of the Coverage
Part.
The insurance afforded herein for any subsidiary
not named in this Coverage Part as a named
insured does not apply to injury or damage with
respect to which an insured under this Coverage
Part is also an insured under another policy or
would be an insured under such policy but for its
termination or the exhaustion of its limits of
insurance.
3. Newly Acquired or Formed Organization
Any organization you newly acquire or form, other than
a partnership, joint venture or limited liability company,
and over which you maintain financial interest of more
than 50% of the voting stock, will qualify as a Named
Insured if there is no other similar insurance available
to that organization However.
a. Coverage under this provision is afforded only until
the 180th day after you acquire or form the
organization or the end of the policy period,
whichever is earlier;
b. Coverage A does not apply to "bodily injury" or
"property damage" that occurred before you
acquired or formed the organization; and
c. Coverage B does not apply to "personal and
advertising injury" arising out of an offense
committed before you acquired or formed the
organization,
4. Mobile Equipment
With respect to "mobile equipment" registered in your
name under any motor vehicle registration law, any
person is an insured while driving such equipment
along a public highway with your permission, Any other
person or organization responsible for the conduct of
such person is also an insured, but only with respect to
liability arising out of the operation of the equipment,
and only if no other insurance of any kind is available
to that person or organization for this liability. However,
no person or organization is an insured with respect to:
a. "Bodily injury" to a co~"employee" of the person
driving the equipment; or
b. "Property damage" to property owned by, rented to.
in the charge of or occupied by you or the employer
of any person who is an insured under this
provision,
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5. Nonowned Watercraft
With respect to watercraft you do not own that is less
than 51 feet long and is not being used to carrv
persons for a charge, any person is an insured whii
operating such watercraft with your permission. Any
other person or organization responsible for the
conduct of such person is also an insured, but only
with respect to liability arising out of the operation of
the watercraft, and only if no other insurance of any
kind Is available to that person or organization for this
liability.
However, no person or organization is an insured with
respect to:
a. "Bodily injury" to a co-"employee" of the person
operating the watercraft; or
b. "Property damage" to property owned by, rented to.
in the charge of or occupied by you or the employer
of any person who is an insured under this
provision.
6. Additional Insureds When Required By Written
Contract, Written Agreement Or Permit
The following person(s) or organization(s) are an
additional insured when you have agreed. in a written
contract, written agreement or because of a permit
issued by a state or political subdivision, that such
person or organization be added as an additional
insured on your policy, provided the injury or damage
occurs subsequent to the execution of the contract O'
agreement
A person or organization is an additional insured under
this provision only for that period of time required by
the contract or agreement,
However, no such person or organization is an insured
under this provision if such person or organization is
included as an insured by an endorsement issued by
us and made a part of this Coverage Part
a. Vendors
Any person(s) or organization(s) (referred to below
as vendor), but only with respect to "bodily injury"
or "property damage" arising out of "your products"
which are distributed or sold in the regular course
of the vendor's business and only if this Coverage
Part provides coverage for "bodily injury" or
"property damage" included within the "products-
completed operations hazard",
(1) The insurance afforded the vendor is subject to
the following additional exclusions:
This insurance does not apply to:
(a) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reason of the assumption of
liability in a contract or agreement. Thi~
exclusion does not apply to liability fe.
damages that the vendor would have in the
absence of the contract or agreement;
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(b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the
product made intentionally by the vendor;
(d) Repackaging, except when unpacked solely
for the purpose of inspection, demonstration,
testing, or the substitution of parts under
instructions from the manufacturer, and then
repackaged in the original container;
(e) Any failure to make such inspections,
adjustments, tests or servicing as the vendor
has agreed to make or normally undertakes
to make in the usual course of business, in
connection with the distribution or sale of the
products;
(f) Demonstration, installation, servicing or
repair operations, except such operations
performed at the vendor's premises in
connection with the sale of the product;
(g) Products which, after distribution or sale by
you, have been labeled or relabeled or used
as a container, part or ingredient of any
other thing or substance by or for the
vendor; or
(h) "Bodily injury" or "property damage" arising
out of the sole negligence of the vendor for
its own acts or omissions or those of its
employees or anyone else acting on its
behalf. However, this exclusion does not
apply to:
(i) The exceptions contained in Sub-
paragraphs (d) or (f); or
(ii) Such inspections, adjustments, tests or
servicing as the vendor has agreed to
make or nonnally undertakes to make in
the usual course of business, in
connection with the distribution or sale of
the products.
(2) This insurance does not apply to any insured
person or organization, from whom you have
acquired such products, or any ingredient, part
or container, entering into, accompanying or
containing such products.
b. Lessors of Equipment
(1) Any person or organization from whom you
lease equipment; but only with respect to their
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 or organization
(2) With respect to the insurance afforded to these
additional insureds this insurance does not
apply to any "occurrence" which takes place
after the equipment lease expires.
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c. Lessors of Land or Premises
Any person or organization from whom you lease
land or premises, but only with respect to liability
arising out of the ownership, maintenance or use of
that part of the land or premises leased to you.
With respect to the insurance afforded these
additional insureds the following additional
exclusions apply:
This insurance does not apply to:
1. Any "occurrence" which 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
d, Architects, Engineers or Surveyors
Any architect. engineer. Dr surveyor, 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 connection with your premises; or
(2) In the performance of your ongoing operations
performed by you or on your behalf
With respect to the insurance afforded these
additional insureds, the following additional
exclusion applies:
This insurance does not apply to "bodily injury",
"property damage" or "personal and advertising
injury" arising out of the rendering of or the failure
to render any professional services by or for you,
including:
1. The preparing, approving, or failing to prepare
or approve, maps, shop drawings, opinions,
reports, surveys, field orders, change orders or
drawings and specifications; or
2. Supervisory, inspection, architectural or
engineering activities.
e. Permits Issued By State Or Political
Subdivisions
Any state or political subdivision, but only with
respect to operations performed by you or on your
behalf for which the state or political subdivision
has issued a permit
With respect to the insurance afforded these
additional insureds, this insurance does not apply
to:
(1) "Bodily injury", "property damage" or "personal
and advertising injury" arising out of operations
performed for the state or municipality; or
(2) "Bodily injury" or "property damage" included
within the "products-completed operations
hazard" .
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f. Any Other Party
Any other person or organization who is not an
insured under Paragraphs a. through e. above, 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) I n the performance of your ongoing operations;
(2) In connection with your premises owned by or
rented to you; or
(3) In connection with "your work" and included
within the "products-completed operations
hazard", but only if
(a) The written contract or agreement requires
you to provide such coverage to such
additional insured; and
(b) This Coverage Part provides coverage for
"bodily injury" or "property damage" included
within the "products-completed operations
hazard" .
With respect to the insurance afforded to these
additional insureds, this insurance does not apply
to:
hBodily injury", "property damage" or "personal and
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 failing to prepare
or approve, maps, shop drawings, opinions,
reports, surveys, field orders, change orders or
drawings and specifications; or
(2) Supervisory, inspection, architectural or
engineering activities.
The limits of insurance that apply to additional insureds
under this provision is described in Section III - Limits
Of Insurance
How this insurance applies when other insurance is
available to the additional insured is described in the
Other Insurance Condition in Section IV - Commercial
General Liability Conditions.
No person or organization is an insured with respect to the
. conduct of any current or past partnership, joint venture or
. > limited liability company that is not shown as a Named
Insured in the Declarations.
SECTION III - LIMITS OF INSURANCE
1. The Most We will Pay
The Limits of Insurance shown in the Declarations and
the rules below fix the most we will pay regardless of
the number of:
a. Insureds;
b. Claims made or "suits" brought; or
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c. Persons or organizations making claims or bringing
"suits",
2. General Aggregate Limit
The General Aggregate Limit is the most we will pa.>
for the sum of:
a. Medical expenses under Coverage C;
b. Damages under Coverage A, except damages
because of "bodily injury" or "property damage"
included in the "products-completed operations
hazard"; and
c. Damages under Coverage B.
3. Products-Completed Operations Aggregate Limit
The Products-Completed Operations Aggregate Limit
is the most we will pay under Coverage A for damages
because of "bodily injury" and "property damage"
included in the "products-completed operations
hazard".
4. Personal and Advertising Injury Limit
Subject to 2. above, the Personal and Advertising
Injury Limit is the most we will pay under Coverage B
for the sum of all damages because of all "personal
and advertising injury" sustained by anyone person or
organization.
5. Each Occurrence Limit
Subject to 2. or 3. above, whichever applies, the Each
Occurrence Limit is the most we will pay for the sum
of:
a. Damages under Coverage A; and
b. Medical expenses under Coverage C
because of all "bodily injury" and "property damage"
arising out of anyone "occurrence".
6. Damage To Premises Rented To You Limit
Subject to 5. above, the Damage To Premises Rented
To You Limit is the most we will pay under Coverage A
for damages because of "property damage" to anyone
premises, while rented to you, or in the case of
damage by fire, lightning or explosion, while rented to
you or temporarily occupied by you with permission of
the owner.
In the case of damage by fire. lightning or explosion,
the Damage to Premises Rented To You Limit applies
to all damage proximately caused by the same event,
whether such damage results from fire, lightning or
explosion or any combination of these.
7. Medical Expense Limit
Subject to 5. above, the Medical Expense Limit is the
most we will pay under Coverage C for all medical
expenses because of "bodily injury" sustained by any
one person.
8. How Limits Apply To Additional Insureds
If you have agreed in a written contract or writte1,
agreement that another person or organization be
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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
The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to any
N remaining period of less than 12 months, starting with the
:i: 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
.-l additional period will be deemed part of the last preceding
~ period for purposes of determining the Limits of Insurance
~ SECTION IV - COMMERCIAL GENERAL LIABILITY
;;: CONDITIONS
~
~ 1. Bankruptcy
~ Bankruptcy or insolvency of the insured or of the
8l 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
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~ 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 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:
(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;
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(3) Cooperate with us in the investigation or
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 which
may be liable to the Insured because of injury or
damage to which this insurance may also apply.
d. Obligations At The Insureds 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 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.
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.
This duty applies separately to you and any additional
insured.
3. Legal Action Against Us
No person or organization has a right under this
Coverage Part:
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 Part unless all of its
terms have been fully complied with.
A person or organization may sue us to recover on an
~greed 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 Coverage Part or
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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.
4. Other Insurance
If other valid and collectible insurance is available to
the insured for a loss we cover under Coverages A or
B of 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 all 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 I - Coverage
A - Bodily Injury And Property Damage Liability;
(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 j. of Section I
- Coverage A - Bodily Injury And Property
Damage Liability;
(6) When You Are Added As An Additional
Insured To Other Insurance
Any 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
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(7) When You Add Others As An Additional
Insured To This Insurance
Any other insurance available to an additione'
insured.
However, the following provisions apply to other
insurance available to any person or
organization who is an additional insured under
this coverage pa rt.
(a) 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 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 n
duty under Coverages A or B to defend the insureo--
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 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 of the other insurance permits contribution by
equal shares, we will follow this method also. Under
this approach each insurer contributes equal
amounts untn it has paid its applicable limit 0"
insurance or none of the loss remains, whicheve
comes first.
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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.
5. Premium Audit
a. We will compute all premiums for this Coverage
Part in accordance with our rules and rates.
b. Premium shown in this Coverage Part as advance
premium is a deposit premium only. At the close of
each audit period we will compute the earned
premium for that period and send notice to the first
Named Insured. The due date for audit and
retrospective premiums is the date shown as the
due date on the bill. If the sum of the advance and
audit premiums paid for the policy period is greater
than the earned premium, we will return the excess
to the first Named Insured
c. The first Named Insured must keep records of the
Information we need for premium computation, and
send us copies at such times as we may request.
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
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
that exist at the inception date of this Coverage
Part. we shall not deny coverage under this
Coverage Part because of such failure.
Separation Of Insureds
Except with respect to the Limits of Insurance, and any
rights or duties specifically assigned in this Coverage
Part 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 claim is
made or "suit" is brought
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
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insured will bring "suit" or transfer those rights to us
and help us enforce them.
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 pennit that
was executed prior to the injury or damage
9. When We Do Not Renew
If we decide not to renew this Coverage Part, we will
mail or deliver to the first Named Insured shown in the
Declarations written notice of the non renewal not less
than 30 days before the expiration date
If notice is mailed, proof of mailing will be sufficient
proof of notice
SECTION V - 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; or
b. Any other publication that is given widespread
pUblic distribution.
However, "advertisement" does not include:
a. The design. printed material, infonnation 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 fonn.
4. "Auto" means a land motor vehicle, trailer or semitrailer
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.
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6. "Coverage territory" means:
a. The United States of America ~ncluding its territories
and possessions), Puerto Rico and Canada;
b. International waters or airspace, but only if the
injury or damage occurs in the course of travel or
transportation between any places included in a.
above; or
c. All other parts of the world if the injury or damage
arises out of:
(1) Goods or products made or sold by you in the
territory described in a. above;
(2) The activities of a person whose home is in the
territory described in a. above, but is away for a
short time on your business; or
(3) "Personal and advertising injury" offenses that
take place through the Internet or similar
electronic means of communication
provided the insured's responsibility to ~ay dama~es . is
determined in the United States of Amenca Oncludlng Its
territories and possessions}, Puerto Rico or Canada, in a
"suit" on the merits according to the substantive law in
such territory or in a setllement we agree to,
7. "Employee" includes a "leased worker", "Employee"
does not include a "temporary worker" ,
8. "Employment-Related Practices" means:
a. Refusal to employ a person;
b. Termination of a person's employment; or
c. Employment-related practices, policies, acts or
'.,. omissions, such as coercion. demotion, evaluation,
reassignment, discipline, defamation, harassment,
humiliation or discrimination directed at a person..
9. "Executive officer" means a person holding any of the
officer positions created by your charter, constitution,
by-laws or any other similar governing document.
10. "Hostile fire" means one which becomes uncontrollable
or breaks out from where it was intended to be.
11. "Impaired property" means tangible property, other
than "your product" or "your work", that cannot be used
or is less useful because:
a. It incorporates "your product" or "your work" that is
known or thought to be defective, deficient,
inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract or
agreement;
if such property can be restored to use by:
a. The repair, replacement, adjustment or removal of
"your product" or "your work"; or
b. Your fulfilling the terms of the contract or agreement.
12. "Insured contract" means:
a. A contract for a lease of premises However, that
portion of the contract for a lease of premises that
indemnifies any person or organization for damage
by fire, lightning or explosion to premises while
rented to you or temporarily occupied by you with
permission of the owner is subject to the Damage
to Premises Rented To You Limit described in
Section III - Limits of Insurance;
b. A sidetrack agreement;
c. Any easement or license agreement. including an
easement or license agreement in connection with
construction or demolition operations on or within
50 feet of a railroad;
d. An obligation, as required by ordinance, to
indemnify a municipality, except in connection with
work for a municipality;.
e. An elevator maintenance agreement;
f. That part of any other contract or agreement
pertaining to your business (including an
indemnification of a municipality in connection with
work performed for a municipality) under which you
assume the tort liability of another party to pay for
"bodily injury" or "property damage" to a third
person or organization, provided the "bodily injury"
or "property damage" is caused, in whole or in part,
by you or by those acting on your behalf. Tort
liability means a liability that would be imposed by
law in the absence of any contract or agreement.
Paragraph f. includes that part of any contract or
agreement that indemnifies a railroad for "bodily
injury" or "property damage" arising out of
construction or demolition operations, within 50 fe~'
of any railroad property and affecting any rallroa .
bridge or trestle, tracks, road-beds, tunnel,
underpass or crossing,
However, Paragraph f. does not include that part of
any contract or agreement:
(1) That indemnifies an architect, engineer or
surveyor for injury Of damage arising out of:
(a) Preparing, approving, or failing to prepare or
approve, maps, shop drawings, opinions,
reports. surveys, field orders, change orders
or drawings and specifications; or
(b) Giving directions or instructions, or failing to
give them, if that is the primary cause of the
injury or damage; or
(2) Under which the insured, if an architect, engineer
or surveyor, assumes liability for an injury or
damage arising out of the insured's rendering or
failure to render professional services, including
those listed in (1) above and supervisory,
inspection, architectural or engineering activities.
13. "Leased worker" means a person leased to you by a
labor leasing firm under an agreement between you
and the labor leasing firm, to perform duties related to
the conduct of your business. "Leased worker" does
not include a ''temporary worker".
14. "Loading or unloading" means the handling of property:
a. After it is moved from the place where it is accepted
for movement into or onto an aircraft, watercraft or
"auto";
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b. While it is in or on an aircraft, watercraft or "auto";
or
c. While it is being moved from an aircraft, watercraft
or "auto" to the place where it is finally delivered;
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not attached to
the aircraft, watercraft or "auto".
15. "Mobile equipment" means any of the following types
of land vehicles, including any attached machinery or
equipment:
a. Bulldozers, fann machinery, forklifts and other
vehicles designed for use principally off public
roads;
b. Vehicles maintained for use solely on or next to
premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, maintained
primarily to provide mobility to permanently
mounted:
(1) Power cranes, shovels, loaders, diggers or
drills; or
(2) Road construction or resurfacing equipment
such as graders, scrapers or rollers:
e. Vehicles not described in a., b., c. or d. above that
are not self-propelled and are maintained primarily
to provide mobility to pennanently attached
equipment of the following types:
(1) Air compressors, pumps and generators,
including spraying, welding, building cleaning,
geophysical exploration, lighting and well
servicing equipment; or
(2) Cherry pickers and similar devices used to raise
or lower workers;
f. Vehicles not described in a., b., c. or d. above
maintained primarily for purposes other than the
transportation of persons or cargo
However, self-propelled vehicles with the following
types of pennanently attached equipment are not
"mobile equipment" but will be considered "autos":
(1) Equipment, of at least 1,000 pounds gross
vehicle weight, designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction or
resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices mounted on
automobile or truck chassis and used to raise or
lower workers; and
(3) Air compressors, pumps and generators,
including spraying, welding, building cleaning,
geophysical exploration, lighting and well
servicing equipment.
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16. "Occurrence" means an accident, including continuous
or repeated exposure to substantially the same general
hannful conditions.
17, "Personal and advertising injury" means injury,
including consequential "bodily injury", arising out of
one or more of the follOWing offenses:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry into, or
invasion of the right of private occupancy of a room,
dwelling or premises that a person occupies,
committed by or on behalf of its owner, landlord or
lessor:
d. Oral, written or electronic publication of material
that slanders or libels a person or organization or
disparages a person's or organization's goods,
products or services;
e. Oral, writte'n or electronic publication of material
that violates a person's right of privacy;
f. Copying, in your "advertisement", a person's or
organization's "advertising idea" or style of
"advertisement";
g. Infringement of copyright, slogan, or title of any
literary or artistic work, in your "advertisement"; or
h. Discrimination or humiliation that results in injury to
the feelings or reputation of a natural person.
18. "Pollutants" mean any solid, liquid, gaseous or thennal
irritant or contaminant, including smoke, vapor, soot,
fumes, acids, alkalis, chemicals and waste. Waste
includes materials to be recycled, reconditioned or
reclaimed.
19. "Products-completed operations hazard":
a, Includes all "bodily injury" and "property damage"
occurring away from premises you own or rent and
arising out of "your product" or "your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed or
abandoned However, "your work" will be
deemed completed at the earliest of the
following times:
(a) When all of the work called for in your
contract has been completed
(b) When all of the work to be done at the job
site has been completed if your contract
calls for work at more than one job site.
(e) When that part of the work done at a job site
has been put to its intended use by any
person or organization other than another
contractor or subcontractor working on the
same project.
Work that may need service, maintenance,
correction, repair or replacement. but which is
otherwise complete, will be treated as
completed.
D!:Ina 17 nf 1R
b. Does not include "bodily injury" or "property
damage" aJislng out of:
(1) The transportation of property, unless the
injury or damage arises out of a condition in or
on a vehicle not owned or operated by you,
and that condition was created by the "loading
or unloading" of that vehicle by any insured;
(2) The existence of tools, uninstaJled equipment
or abandoned or unused materials; or
(3) Products or operations for which the
classification, listed in the Declarations or in a
policy schedule, states that products-
completed operations are subject to the
General Aggregate Umit.
20. "Property damage" means:
a. Physical injury to tangible property, including all
resulting loss of use of that property. All such loss
of use shall be deemed to occur at the time of the
physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured All such loss of use shall be
deemed to occur at the time of the "occurrence"
that caused it.
As used in this definition, computerized or
electronically stored data, programs or software are
not tangible property. Electronic data means
information, facts or programs:
a. Stored as or on;
b. Created or used on; or
e. Transmitted to or from;
computer software, including systems and
applications software, hard or floppy disks, CD-
ROMS, tapes, drives, cells, data processing devices
or any other media which are used with electronically
controlled equipment.
21. "Suit" means a civil proceeding in which damages
because of "bodily injury", "property damage" or
"personal and advertising injury" to which this
insurance applies are alleged. "Suit" includes:
a. An arbitration proceeding in which such damages
are claimed and to which the insured must submit
or does submit with our consent; or
b. Any other alternative dispute resolution
proceeding in which such damages are claimed
and to which the insured submits with our
consent
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22. "T empora!)' worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or short-
term workload conditions.
23. "Volunteer worker" means a person who
a. Is not your "employee";
b. Donates his or her work;
c. Acts at the direction of and within the scope of
duties determined by you; and
d. Is not paid a fee, sala!)' or other compensation by
you or anyone else for their work performed for
you. .
24. "Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(e) A person or organization whose business
or assets you have acquired; and
(2) Containers (other than vehicles), materials,
parts or equipment furnished in connection
with such goods or products.
b. Includes
(1) Warranties or representations made at an
time with respect to the fitness, quality.
durability, performance or use of "you~
product"; and
(2) The providing of or failure to provide warnings
or instructions.
c. Does not include vending machines or other
property rented to or located for the use of others
but not sold.
25. "Your work":
a. Means:
(1) Work or operations performed by you or on
your behalf; and
(2) Materials, parts or equipment furnished in
connection with such work or operations
b. Includes
(1) Warranties or representations made at any
time with respect to the fitness, quality
durability, performance or use of "your work":
and
(2) The providing of or failure to provide warnings
or instructions.
11.1'" nn ftA n,.. n,.
DATE RECEIVED: ~
2;.~~::T:~d::)~~: 1P ( ) Pit
~0 J-v
Jv II v'~ J"P
r; ~.
/ ~.~;1
'Jl/f)l f}
ITEM NO.: \0 ,y1LC-" 01 Sll
FILE NO.:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
J
March 10, 2010
To: Office of the County Attorney
Jeff Klatzkow
6(2..J
d:J\AJ 0 l's
From: Diana De Leon, Contract Technician
Purchasing Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: Kisinger Campo & Associates
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
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Florida Profit Corporation
KISINGER CAMPO & ASSOCIATES, CORP.
Filing Information
Document Number 505419
FEI/EIN Number 591677145
Date Filed 06/17/1976
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 12/28/2000
Event Effective Date NONE
Principal Address
ONE TAMPA CITY CENTER
201 N FRANKLIN STREET, STE 400
TAMPA FL 33602
Changed 04/07/2008
Mailing Address
ONE TAMPA CITY CENTER
201 N FRANKLIN STREET, STE 400
TAMPA FL 33602
Changed 01/06/2009
Registered Agent Name & Address
GOLD, AARON J ESQ
202 S. ROME AVE
SUITE 100
TAMPA FL 33606 US
Name Changed: 01/10/2005
Address Changed: 02/06/2008
Officer/Director Detail
Name & Address
Title D
CAMPO, JOAQUIN M COB
201 N. FRANKLIN STREET, SUITE 400
TAMPA FL 33602
Title D
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Page 2 of3
CAMPO, ANGELA B
201 N. FRANKLIN STREET, SUITE 400
TAMPA FL 33602
Title 0/0
CAMPO, MICHAEL J SEC
201 N. FRANKLIN STREET, SUITE 400
TAMPA FL 33602
Title 0
MENENDEZ, MARTHA
3903 SAN MIGUEL
TAMPA FL 33629
Title 0/0
MCGUCKEN, STEPHEN H CEO
201 N. FRANKLIN STREET, SUITE 400
TAMPA FL 33602
Title 0
FOLEY, PAUL G PRES
201 N. FRANKLIN STREET, SUITE 400
TAMPA FL 33602
Annual Reports
Report Year Filed Date
2008 02/06/2008
2009 01/06/2009
2010 01/04/2010
Document Images
01/04/20l0.--ANNVAL.RE20fU .~/View imcige.irr~DFformat
~Ik::ill1~ge !nPDFfo~at
:,,,, -''-';.1:.'_w'--.lk;i!;,.";,''_.<-:.',,// ':, >";-,,,, __',',< '<:
02/06/2008 -- ANNUAL REPORT ,..~Yie~lmage iriPDFformat'
01/09/2007 -- ANNUAL REPORT :"Viev/image in POp'form.aC
01/11/2006 -- ANNUAL REPORT . '. Viev.tJ"nJage in POF format
o 1/Jill2.Q.0!;i. -: ANNl.J8.LF5 EPQRI',;' View imagelr:i'POF format ....
06/14/2004 -- ANNUAL REPORT .."{}Iiew im~g~in POF format,
02/24/2003 --ANNUAL REPORT VieW-image in PDFformat '
02104/2002 -- ANNUAL REPORT VieINimage in POFf9rmat
12mIJ2000--Arnend ment
01/19/2000 -- ANNUAL REPORT
01/29/1999 -- ANNUAL REPORT
01/28/1998 -- ANNlJAL REPORT.
01/21/1997 ~-ANN UALREPOFU
OJ/24/19.99::.AJ\J.f'LlJAlBEPQR.I. ...
01/20/19g!;i -- ANNUAL REPORT
01/20/1995 -- ANNUAL REPORT
. . VieW image in POFformat
"j,." ViewitT\fI$I& in PDFfOtTTl,flt. .
':';Viewimag~:in POP format. ..
"--,-',;', '," ',,' _ "',,:"',',Co'__ ,m"'" " : - _ ': :,',,_
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1
,
I
OJ/09/2009 -- ANNlJALREPORT
02/19/2001 -- ANNUAL REPORT
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I Note: This is not official record. See documents if question or conflict. I
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Copyright @ 2007 State of Florida, Department of State.
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inCL doc _ number=505419&inq... 3/12/2010
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Kisinger Campo & Associates
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
mausen_g
From:
Sent:
To:
Cc:
Subject:
Raym ondCarter
Wednesday, March 10, 2010 3:29 PM
DeLeonDiana
mausen_g
Contracts for 09-5262. "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul- Tech
. CPH
. David Plummer
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson ~
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale-Oliver
. URS Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAO RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 239-821-9370
Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send
electronic mail to this entity. Instead, contact this office by telephone or in writing.
1
RLS# \D"~ o\'QJ7
CHEC~IST FOR REVIEWING CONTRACTS ". rnrn I
EntityNamec "';8\ n~( GncY'fO ~~,ccles '->JI r
Entity name correct on contract? ~ No
Entity registered with FL Sec. of State? -LYes No
Insurance ./
Insurance Certificate attached? ~~s No
Insured registered in Florida? _~ No
Contract # &lor Project referenced on Certificate? es No
Certificate Holder name correct (BCC)? ~ No
Commercial General Liability ~
General Aggregate Required $ ~~\ \ Provided $2.m: \ L Exp. Date ct I
Products/CompVOp Required $ " , " Provided $ I ~ , I Exp. Date 6' , "
Personal & Advert Required $ I' , " Provided $ \ n\i\ \ Exp. Date a r , ,
Each Occurrence Required $" " Provided $ ~ " Exp. Date "'1
Fire/Prop Damage Required $ a::,\(. Provided $ _CO V-- Exp. Date" 'i'
Automobile Liability \ __., I ~
Bodily Inj & Prop Required $.9)0 V-- Provided $ ~ Exp Date q
Workers Compensation
Each accident Required $ \"fV\; \ \ Provided $ ~ 'I- Exp Date ~!>
Disease Aggregate Required $., · J Provided $ I' " Exp Date , , ~,
Disease Each Empl Required $ I , " Provided $ It , I Exp Date II "
Umbrella Liability , ~
Each Occurrence Provided $ 'On: \ \ Exp Date q \ 10
Agg<egate Pmvidad $ .. , J ~'te' ,
Does Umbrella sufficiently cover any underinsured portion? Yes
Professional Liability
Each Occurrence Required $ \ N'\ \ \ L Provided $ "'2stl i \ I Exp. Date
Per Aggregate Required $ I' , J Provided $ 5 rn,\ , Exp. Date
Other Insurance
Each Occur Type:
Required $
Provided $
~
es
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indenmification meet County standards?
Is County indenmifying other party?
-0s
Yes
Performance Bond
Bond requirement referenced in contract?
Ifattached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
Yes
Yes
Yes
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
~~
es
Yes
/
=1'/Yes
Yes
Yes
~
Attachments
Are all required attachments included?
I~
Exp Date_
No
No
No
~
_No
No
No
No
No
No
No
_No
No
No
No
Reviewer Initials:
Date:
04-COA-0 I 030/222