2012-242ORDINANCE No. 2012-242
AN ORDINANCE ACCEPTING SEALED PROPOSALS AND AWARDING A TWO YEAR
CONTRACT FOR MAINTENANCE SERVICES FOR THE CITY OF DENTON VEHICLE
WASH FACILITY LOCATED AT 1251 SOUTH MAYHILL ROAD AND PROVIDING AN
EFFECTIVE DATE (RFP 4837—VEHICLE WASH FACILITY SERVICES AWARDED TO PRO-
TECH SERVICE COMPANY, L.L.C. IN THE ANNtJAL ESTIMATED AMOUNT OF $75,000
FOR A TWO YEAR TOTAL OF $150,000).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
maintenance services for a vehicle wash facility located at 1251 South Mayhill Road, Denton, Texas,
in accordance with the procedures of State law and City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the "Request Proposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
4837 Pro-Tech Service Company, L.L.C. Exhibit A
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards, quantities and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. Should the City and person submitting approved and accepted items and of
the submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is hereby
authorized to execute the written contract; provided that the written contract is in accordance with
the terms, conditions, specifications, standards, quantities and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council ofthe City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under RFP 4837 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
� ���
PASSED AND APPROVED this the �� � day of �/n�`��; 2012.
�
MARK A. BURROUGH , MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�
BY: .-. �
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�
BY: % ,.
3-ORD-RFP 37
Exhibit A
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND PRO-TECH SERVICE COMPANY, LLC
RFP 4837
THIS CONTRACT is made and entered into this � day of� A.D., 2012,
by and between Pro-Tech Service Company, L.L.0 a corporation, whose address is 1702 S.
Hi l�� 121 Suite 406, Lewisville, TX 75067 hereinafter refened to as "Supplier," and the
CITY OF DENTON, TEXAS, a home rule municipal coiporation, hereinafter refei-red to as
"City," to be effective upon approval of the Denton City Council and subsequent execution of
tlus Contract by the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mLrtual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products or services in accordance with the Supplier's proposal in
response thereto, a copy of which is available on file at the Office of the Purchasing Agent and
incorporated herein for all purposes as Exhibit "D". The Contract coilsists of this written
agreement and the followulg items which are attached hereto and incoiparated herein by
reference:
(a) Request for Proposal (RFP # 4837)
(b) City of Denton Standard Terms and Conditions (Exhibit "A")
(c) Insurance Requuements (E�ibit "B").
(d) Supplier's Final Pricing Proposal (Exhibit "C");
(e) Supplier's Proposal on file at Office of Purchasing Agent (Exhibit "D")
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by a11. In the event of an inconsistency or conflict in any of the
provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving
precedence first to the written agreement then to the contract docLUnents in the order in which
they are listed above. These documents shall be refei-�ed to collectively as "Contract
Documents."
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year
and day first above written.
ATTEST:
i of Denton
BY: �---
AUT ORIZED SI ATURE
�O,EC� La, C���r�,c3ECL, �i7-i�/�li�/I�/g�c�
PRINTED NAME, TITLE
_ Pro-Tech Service Compan,y, L.L.C.
SUPPLIER NAME
1702 S. Highwa,y 121, Suite 406
Lewisville, TX 75067
MAILING ADDRESS
972-221-1107
PHONE NUMBER
972-434-3036
FAX NUMBER
BY:
SIGNATURE
Ral h Nasca Mana er
PRINTED NAME, TITLE
APPROVED AS TO FORM:
r��J�
ANI BURGESS, CITY TORNEY
Page 2 of 27
RFP 4837 Contract
Exhibit A
Standard Purchase Terms and Conditions
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables
described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants,
and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be
effective as of the date the contract is signed by the City, and shall continue in effect until all obligations
are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in
accordance with good commercial practice and shall include a packing list showing the description of
each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental
Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a)
The Contractor's name and address, (b) the City's name, address and purchase order or purchase release
number and the price agreement number if applicable, (c) Container number and total number of
containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The
Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to confortn to all the requirements of common carriers and any applicable
specification. The City's count or weight shall be iinal and conclusive on shipments not accompanied by
packing lists.
4. SHII'MENT iJNDER RESERVATION PROI�BITED: The Contractor is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only
when the City actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped
F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless
otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and
transportation charges. The City shall have the right to designate what method of transportation shall be
used to ship the deliverables. The place of delivery shall be that set forth the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law,
including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before
accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect
the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or
the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without
additional charge, all reasonable facilities and assistance to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must
fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-
complying tender shall constitute a breach and the Contractor shall not have the right to substitute a
conformuig tender; provided, where the time for performance has not yet expired, the Contractor may
notify the City of the intention to cure and may then make a conforming tender within the time allotted in
the contract.
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RFP 4837 Contract
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites
where the Contractor is to perform the services as required in order for the Contractor to perform the
services in a timely and efficient manner, in accordance with and subject to the applicable security laws,
rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the
City's service requirements and specifications, the location and essential characteristics of the work sites,
the quality and quantity of materials, equipment, labor and facilities necessary to perform the services,
and any other condition or state of fact which could in any way affect perfoni�ance of the Contractor's
obligations under the contract. The Contractor hereby releases and holds the City harmless from and
against any liability or claim for damages of any kind or nature if the actual site or service conditions
differ from expected conditions.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the
services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged
in participating or responding to a solicitation or while in the course and scope of delivering goods or
services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law, except
as required by the terms of the contract; or
ii. use or possess alcoholic or other into�cating beverages, illegal drugs or controlled substances,
nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the j ob.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any
firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall
immediately remove such worker from Contract services, and may not employ such worker again on
Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the
Iimnigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention
of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor
or services under the Contract and the Illegal Immigration Reform and Imnugrant Responsibility Act of
1996 ("IIl2IRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The
Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable
federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the
performance of the services, including but not limited to those promulgated by the City and by the
Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety
requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all
claims, demands, suits, actions, judgrnents, fines, penalties and liability of every kind arising from the
breach of the Contractor's obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders,
or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the
Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice
must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery order
number and the master agreement number if applicable, the Department's Name, and the name of
Page 4 of 27
RFP 4837 Contract
the point of contact for the Department. Invoices shall be itemized and transportation charges, if any,
shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be
attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax
identification number on the invoice must exactly match the information in the Vendor's registration with
the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on
the Contractor's invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order
number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates
and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the
work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through a11
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furriish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within tllirty
(30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts
Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate speci�ed in Texas Government Code Section 2251.025 or the maximum lawful
rate; except, if payment is not timely made for a reason for which the City may withhold payrnent
hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding
payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial
shipment ar delivery, as stated above, provided that the invoice matches the shipment or delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of
i, delivery of defective or non-conforming deliverables by the Contractor;
u. third party claims, which are not covered by the insurance which the Contractor is
required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor's obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded iirm who is in arrears to the City of Denton for delinquent
taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or
penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's
payment obligations are payable only and solely from funds Appropriated and available for this contract.
The absence of Appropriated or other lawfully a�ailable funds shall render the Contract null and void to
the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be
Page 5 of 27
RFP 4837 Contract
returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City
to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the
reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under
the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor
removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract
shall be paid by the Contractor, unless otherwise stated in the contract terms.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the
Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing
Manager no later than the 15th calendar day after completion of all work under the contract. Final
payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements
as accepted by the City.
B. The making and acceptance of final payxnent will constitute:
i. a waiver of all clauns by the City against the Contractor, except claims (1) which have been
previously asserted in writing and not yet settled, (2) arising from defective work appearing after final
inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any
warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract,
including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to
audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted
in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any
special tooling or special test equipment fabricated or required by the Contractor for the purpose of iilling
this order, such special tooling equipment and any process sheets related thereto shall become the
property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence
pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit
fmdings are yet unresolved, in which case records shall be kept until all audit tasks are completed and
resolved. These books, records, documents and other evidence shall be available, within ten (10) business
days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to the Contract,
and to allow the City similar access to those documents. All books and records will be made available
within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the
audit reveals an overpayrnent of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable
cost of the audit, including any travel costs, must be borne by the Contractor which must be payable
within five (5) business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and
shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books",
"records", "documents" and "other evidence", as used above, shall be construed to include drafts and
electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a imal
printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall
comply with all requirements approved by the City. The Contractor shall not initially employ any
Page 6 of 27
RFP 4837 Contract
Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any
Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No
acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City
with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the
Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to
the Procurement Manager, no later than the tenth calendar day of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between
the Contractor and Subcontractor. The tern�s of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts speciiied for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors
just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract
shall create for the benefit of any such Subcontractor any contractual relationship between the City and
any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the
payment of any moneys due any such Subcontractor except as may otherwise be required by law.
D. The Contractor sha11 pay each Subcontractor its appropriate share of payments made to the Contractor
not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certiiies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any matter
relating to such fees with any other ium or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices
on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims,
security interests and encumbrances. The Contractor shall indemnify and hold the City hannless from and
against all adverse title claims to the deliverables.
21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables
sold the City under the Contract shall be free from defects in desigi, workmanship or manufacture, and
conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any
samples fixrnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all
Page 7 of 27
RFP 4837 Contract
applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless
otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or
reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by
law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date
of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during
the warranty period, one or more of the above warranties are breached, the Contractor shall promptly
upon receipt of demand either repair the non-conforniing deliverables, or replace the non-confornrniting
deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City.
All costs incidental to such repair or replacement, including but not limited to, any packaging and
shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the
breach of warranty, but failure to give timely notice shall not impair the City's rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables
as required by the City, then in addition to any other available remedy, the City may reduce the quantity
of deliverables it may be required to purchase under the Contract from the Contractor, and purchase
conforniing deliverables from other sources. In such event, the Contractor shall pay to the City upon
demand the increased cost, if any, incurred by the City to procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's
warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any
reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and
cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the
City.
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided
the City under the Contract will be fully and timely performed in a good and workmanlike manner in
accordance with generally accepted industry standards and practices, the terms, conditions, and covenants
of the Contract, and all applicable Federal, State and local laws, rules or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by
law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the
Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand perform the services again in accordance with above
standard at no additional cost to the City. All costs incidental to such additional performance shall be
borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of
warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely
notice shall not impair the City's rights under this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard
as required by the City, then in addition to any other a�ailable remedy, the City may reduce the amount of
services it may be required to purchase under the Contract from the Contractor, and purchase conforming
services from other sources. In such event, the Contractor shall pay to the City upon demand the increased
cost, if any, incurred by the City to procure such services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead
of requiring immediate correction or removal and replacement of defective or non-conforxning
deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs,
losses and damages attributable to the City's evaluation of and deternunation to accept such defective or
non-confornung deliverables. If any such acceptance occurs prior to final payment, the City may deduct
such amounts as are necessary to compensate the City for the diminished value of the defective or non-
Page 8 of 27
RFP 4837 Contract
confornung deliverables. If the acceptance occurs after final payment, such amount will be refunded to
the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question
the other party's intent to perform, demand may be made to the other party for written assurance of the
intent to perform. In the event that no assurance is given within the time specified after demand is made,
the demanding party may treat this failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an irnmediate Stop Work Notice in the event the
Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or
in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the
Contractor will cease all work until notified by the City that the violation or unsafe condition has been
corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of
such Stop Work Notice.
26. DEFAiTLT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully,
timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide
adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the
bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or
in any report or deliverable required to be submitted by the Contractor to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the
right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless
otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period,
cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such
default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City
shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result
of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court
costs, and prejudgment and post judgment interest at the maximum lawfitl rate. Additionally, in the event
of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three
(3) years and any Offer submitted by the Contractor may be disqualiiied for up to three (3) years. All
rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy
provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in
whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt
of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract,
with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to
the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered
and services performed and obligations incurred prior to the date of termination in accordance with the
terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract
for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the
City deems it is in its best interest. If such delay causes an increase in the cost of the work under the
Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the
Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its
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right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay.
Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in
paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery
as notiiied.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this
Contract if, while and to the extent such default or delay is caused by acts of God, iire, riots, civil
comrnotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable
control of such Party. In the event of default or delay in contract performance due to any of the foregoing
causes, then the time for completion of the services will be extended; provided, however, in such an
event, a conference will be held within three (3) business days to establish a mutually agreeable period of
time reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY:
A. Defuutions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable costs and
expenses of litigation, mediation or other alternate dispute resolution mechanism, including
attorney and other professional fees for: (1) damage to or loss of the property of any person
(including, but not limited to the City, the Contractor, their respective agents, officers, employees
and subcontractors; the ofiicers, agents, and employees of such subcontractors; and third parties);
andlor (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of
income or wages to any person (including but not limited to the agents, officers and employees of
the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall
include the sale of defective or non-confornung deliverables, negligence, willful misconduct or a
breach of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY,
AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND
ELECTED OFFICIALS HA1211tiESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS
DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE
FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR
SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS
UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE
RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO,
THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIF'IED CLAIlVI.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Attachment A. The successful firm shall procure and maintain
insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be
written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and
agreed to, as submitted to the City and approved by the City within the procurement process, for
the duration of the Contract, including extension options and hold over periods, and during any
warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements
required to the City as verification of coverage priar to contract execution and within fourteen
(14) calendar days after written request from the City. Failure to provide the required Certificate
of Insurance may subject the Offer to disqualification from consideration for award. The
Contractor must also forward a Certificate of Insurance to the City whenever a previously
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identiiied policy period has expired, ar an extension option or hold over period is exercised, as
veriiication of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and until
such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve
or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation
of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to
the subcontractors comrnencing work on the project.
v. The Contractor's and all subcontractors' insurance coverage shall be written by companies
licensed to do business in the State of Texas at the time the policies are issued and shall be
written by companies with A.M. Best ratings of A-VII or better. The City will accept workers'
compensation coverage written by the Texas Workers' Compensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall contain the solicitation number and the
following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering both
the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall
carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess
Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to
review certified copies of policies and endorsements thereto and may make any reasonable
requests for deletion or revision or modification of particular policy terms, conditions, limitations,
or exclusions except where policy provisions are established by law or regulations binding upon
either of the parties hereto or the underwriter on any such policies.
x. The City reserves the right to review the insurance requirements set forth during the effective
period of the Contract and to make reasonable adjustments to insurance coverage, limits, and
exclusions when deemed necessary and prudent by the City based upon changes in statutory law,
court decisions, the claims history of the industry or fmancial condition of the insurance company
as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse
during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if
any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the
Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of
erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated
within the Contract.
xiv. The insurance coverage's specified in witl�in the solicitation and requirements are required
minimums and are not intended to limit the responsibility or liability of the Contractor.
B. Speciiic Coverage Requirements: Specific insurance requirements are contained in the solicitation
instrument.
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33. CLAIlVIS: If any claim, demand, suit, or other action is asserted against the Contractor which arises
under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability
to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar
days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of
any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis
thereof; and the name of each person against whom such claim is being asserted. Such notice shall be
delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal
delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise speciiied, all notices, requests, or other communications required ar
appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3)
business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt
Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee.
Routine communications may be made by first class mail, telefax, or other commercially accepted means.
Notices to the Contractor shall be sent to the address speciiied in the Contractor's Offer, or at such other
address as a party may notify the other in writing. Notices to the City shall be addressed to the City at
901 B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIA.i,: All material submitted by
the Contractor to the City shall become property of the City upon receipt. Any portions of such material
claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public
nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government
Code.
36. NO WARRANTY BY CITY AGAIlVST INFRINGEMENT5: The Contractor represents and
warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the
deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in
the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or
any other intellectual property right of any kind of any third party; that no claims have been made by any
person or entity with respect to the ownership or operation of the deliverables and the Contractor does not
know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify,
and hold the City hartriless from and against all liability, damages, and costs (including court costs and
reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the
City's exercise anywhere in the world of the rights associated with the City's' ownership, and if
applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any
third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in
this Contract. In the event of any such claim, the City shall have the right to monitar such claim or at its
option engage its own separate counsel to act as co-counsel on the City's behalf. Further, Contractor
agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's
warranties or obligations under this paragraph and the City makes no warranty that the production,
development, or delivery of such deliverables will not impact such warranties of Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require
access to certain of the City's and/or its licensors' confidential information (including inventions,
employee information, trade secrets, confidential know-how, confidential business information, and other
information which the City or its licensors consider conf"idential) (collectively, "Coniidential
Information"). Contractor acknowledges and agrees that the Conf'idential Information is the valuable
property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other
release of the Confidential Information will substantially injure the City and/or its licensors. The
Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will
maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy,
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RFP 4837 Contract
divulge, recreate, or otherwise use the Conf'idential Information without the prior written consent of the
City or in a manner not expressly pernutted under this Agreement, unless the Confidential Information is
required to be disclosed by law or an order of any court or other governmental authority with proper
jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as
to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use
protective measures no less stringent than the Contractor uses within its own business to protect its own
most valuable information, which protective measures shall under all circumstances be at least reasonable
measures to ensure the continued conf'identiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVEItABLES: The City shall own all rights, titles, and interests
throughout the world in and to the deliverables.
A. Patents. As to any patentable subj ect matter contained in the deliverables, the Contractor agrees to
disclose such patentable subj ect matter to the City. Further, if requested by the City, the Contractor agrees
to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to
specific inventions under such patentable subj ect matter to the City and to execute, acknowledge, and
deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment
of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that
upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the
City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in
this Paragraph 38 sha11 negate the City's sole or joint ownership of any such deliverables arising by virtue
of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables
not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause
each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an
assignment to the City o� all worldwide right, title, and interest in and to such deliverables. With respect
to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of
its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of
such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and
all other instruments which the City might reasonably deem necessary in order to apply for and obtain
copyright protection, mask work registration, trademark registration and/or protection, letters patent, or
any similar rights in any and all countries and in order to assign and convey to the City, its successors,
assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The
Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged,
and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall
continue after the termination of this Contract with respect to such deliverables. In the event the City
should not seek to obtain copyright protection, mask work registration or patent protection for any of the
deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as
Conf'idential Information under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be
originally developed material unless otherwise specifically provided in the Contract. When material not
originally developed is included in a report in any form, the source shall be identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the
fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been
employed or retained to solicit or secure the Contract upon any agreement or understanding for
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commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide
established commercial or selling agencies maintained by the Contractor for the purpose of securing
business. For breach or violation of this warranty, the City shall have the right, in addition to any other
remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the
Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or
contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractar, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent
or representative of the Contractor to any officer or employee of the City of Denton with a view toward
securing the Contract or securing favorable treatment with respect to the awarding or amending or the
making of any deternunations with respect to the performing of such contract. In the event the Contract is
canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights
and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such
gratuities.
43. PROHIBITION AGAiNST PERSONAL INTEREST IN CONTRACTS: No ofiicer, employee,
independent consultant, or elected ofiicial of the City who is involved in the development, evaluation, or
decision-making process of the performance of any solicitation shall have a financial interest, direct or
indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall
constitute impropriety in office, and any officer or employee guilty thereof sha11 be subject to disciplinary
action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or
implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete
and submit the City's Conflict of Interest Questionnaire (Attachment B).
44. INDEPEND�NT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those
of an independent contractor. The Contractor agrees and understands that the Contract does not grant any
rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax,
withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City
employee benefit. The City shall not have supervision and control of the Contractor or any employee of the
Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to
the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his
designee under this agreement.
45. ASSIGNIVIENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of
the City and the Contractor and their respective successors and assigns, provided however, that no right or
interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without
the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be
void unless made in conformity with this paragraph. The Contract is not intended to confer rights or
benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are
no third party beneficiaries to the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the
City of any one or more events of default by the other party shall operate as, or be construed to be, a
permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of
any other existing or future default or defaults, whether of a similar or different character.
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RFP 4837 Contract
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both
parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have
any force or effect to change the terms, covenants, and conditions of the Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive
statement of the terxns of their agreement. No course of prior dealing between the parties or course of
performance or usage of the trade shall be relevant to supplement or explain any term used in the
Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the
parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more
strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as
enacted by the State of Texas, is used in the Contract, the UCC deiinition shall control, unless otherwise
defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate
prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to
toll the nuining of a statute of limitations or to seek injunctive relief. Either party may make a written
request for a meeting between representatives of each party within fourteen (14) calendar days after
receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum,
one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this
and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within
thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of
the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a
written agreement signed by both parties, in which event the parties may proceed directly to mediation as
described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to
assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to
act in good faith in the selection of the mediator and to give consideration to qualified individuals
nominated to act as mediatar. Nothing in the Contract prevents the parties from relying on the skills of a
person who is trained in the subj ect matter of the dispute or a contract interpretation expert. If the parties
fail to agree on a mediator witlun thirty (30) calendar days of initiation of the mediation process, the
mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The
parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of
the first mediation session. The City and the Contractor will share the mediator's fees equally and the
parties will bear their own costs of participation such as fees for any consultants or attorneys they may
utilize to represent them or otherwise assist them in the mediation.
50. JURiSDICTION AND VENiTE: The Contract is made under and shall be governed by the laws of
the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas,
V.T.C.A., Bus. & Comm. Code, Chapter l, excluding any rule or principle that would refer to and apply
the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved
in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal
jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or
restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as
contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenfarceability of any provision of the Contract shall in
no way affect the validity or enfarceability of any other portion or provision of the Contract. Any void
provision shall be deemed severed from the Contract and the balance of the Contract shall be construed
and enforced as if the Contract did not contain the particular portion or provision held to be void. The
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RFP 4837 Contract
parties further agree to reform the Contract to replace any stricken provision with a valid provision that
comes as close as possible to the intent of the stricken provision. The provisions of this section shall not
prevent this entire Contract from being void should a provision which is the essence of the Contract be
determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year's Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year's Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls
on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between
8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled
deliveries or work performance not within the normal hours of operation must be approved by the City
Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing
obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality
obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are
suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of
Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its
principals are not currently suspended or debarred from doing business with the Federal Government, as
indicated by the General Services Administration List of Parties Excluded from Federal Procurement and
Non-Procurement Programs, the State of Texas, or the City of Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory
employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic
testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any
activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements)
The following federally funded requirements are applicable, in addition to the specific federally funded
requirements detailed in Attachment C.
A. Deiinitions. As used in this paragraph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
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RFP 4837 Contract
(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the
place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and
any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of the
component, including transportation costs as described in paragraph (1) of this definition, plus allocable
overhead costs, but excluding profit. Cost of components does not include any costs associated with the
manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined, produced, or
manufactured in the United States exceeds 50 percent of the cost of all its components. Components of
foreign origin of the same class or kind as those that the agency deterniines are not mined, produced, or
manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are
treated as domestic. Scrap generated, collected, and prepared for processing in the United States is
considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public
use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. l0a - lOd) provides a preference for domestic end products for
supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract;
but will consider for approval foreign articles as domestic for this product if the articles are on a list
approved by another Governmental Agency. The Offeror shall submit documentation with their Offer
demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery
of foreign end products in the provision of the Solicitation entitled "Buy American Act Certi�icate".
57, RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information
presented in any response to this solicitation, whether amended or not, except as prohibited by law.
Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be
licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent.
59. PREVAILING WAGE RATE5: All respondents will be required to comply with Provision 5159a of
"Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage
rates and prohibiting discrimination in the employment practices.
http://www,access. gpo.gov/davisbacon/tx.html
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or
supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must
comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the
Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the
offering or conferring of benefits to public servants. The Respondent shall give all notices and comply
with all laws and regulations applicable to furnishing and performance of the Contract.
61. FEDERAI., STATE, AND LOCAL REQUII2EMENTS: Respondent shall demonstrate on-site
compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the
Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is
responsible for both federal and State unemployment insurance coverage and standard Worker's
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RFP 4837 Contract
Compensation insurance coverage. Respondent shall ensure compliance with all federal and State taac
laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees
for any Unemployment or Workers' Compensation coverage, or federal or State withholding
requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses
resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORI�LACE: The contractor shall comply with the applicable provisions of the
Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.)
and maintain a drug-free work environment; and the fmal rule, government-wide requirements for drug-
free work place (grants), issued by the Ofiice of Management and Budget and the Department of Defense
(32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is
incorporated by reference and the contractor shall comply with the relevant provisions thereof, including
any amendments to the iuial rule that may hereafter be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including
any delivery or cartage company, in connection with any performance pursuant to the Contract. The
Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within
one (1) calendar day.
64. FORCE MAJEUIt�: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performauce by an act of war,
order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence
of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused
from any further performance or observance of the requirements so affected for as long as such
circumstances prevail and the Respondent continues to use commercially reasonable efforts to
recommence performance or observance whenever and to whatever extent possible without delay. The
Respondent shall irnmediately notify the City of Denton Procurement Manager by telephone (to be
confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a
reasonable level of detail the circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the
Contract will not affect the right of such Party to require performance in the future. No delay, failure, or
waiver of either Party's exercise ar partial exercise of any right or remedy under the Contract shall
operate to lixnit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a
Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or
succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the
Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit
or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents,
statistical records, and any other records or books relating to the performances called for in the Contract.
The Respondent shall retain all such records for a period of four (4) years after the expiration of the
Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are
resolved, whichever period is longer. The Respondent shall grant access to all books, records and
documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental
entity that has authority to review records due to federal funds being spent under the Contract.
Page 18 of 27
RFP 4837 Contract
Exhibit B
1NSURANCE REQUIREMENTS AND
WORKERS' COMPENSENTATION REQUIREMENTS
STANDARD PROVISIONS:
Without limiting any of the other obligafions or liabilities of the Contractor, fhe
Contractor shall provide and maintain until the contracted work has been completed and
accepfed by the City of Denton, Owner, the minimum insurance coverage as indicated
hereinafter,
As soon as pracficable after notificafion of contract award, Contractor shall file with the
Purchasing Department safisfactory certificates of insurance including any applicable
addendum or endorsements, containing the contracf number and title of fhe project.
Contractor may, upon wriften request to the Purchasing Department, ask for clarification
of any insurance requirements at any time; however, Contractors are strongly advised to
make such requests prior to proposal/bid opening, since fhe insurance requirements
may not be modified or waived after proposal/bid opening unless a written exception has
been submitted with the proposal/bid. Contractor sha!! not commence any work or
deliver any materia! until he or she receives notification that the contract has been
accepfed, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the fo/lowing general specifications, and sha!/ be maintained in compliance
wifh these general specifications throughout fhe duration of the Contract, or longer, if so
noted:
• Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A-VII or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured
retentions with respect to the City, its officials, agents, employees and volunteers; or, the
contractor shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
■ That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Page 19 of 27
RFP 4837 Contract
• Cance/lation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materia/ly changed before the
expiration date.
• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double
the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse
date. If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additional/y comp/y with the following marked specifications, and shal/ be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
Page 20 of 27
RFP 4837 Contract
damage resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than 500 000 either in a single policy or in a combination
of basic and umbrella or excess policies. The policy will include bodily injury and
property damage liability arising out of the operation, maintenance and use of all
automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy
endorsement for:
• any auto, or
• all owned hired and non-owned autos.
[X] Workers' Compensation Insurance
Contractor shall purchase and maintain Workers' Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a$500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation
Commission (TWCC).
[] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an "occurrence" basis and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
$500,000.00 combined bodily injury and property damage per occurrence with a
$1,000,000.00 aggregate.
[] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to
the contractor or if a contractor leases or rents a portion of a City building. Limits of not
less than each occurrence are required.
Page 21 of 27
RFP 4837 Contract
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000.000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed
value shall be provided. Such policy shall include as "Named Insured" the
City of Denton and all subcontractors as their interests may appear.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery
inside/outside the premises, burglary of the premises, and employee fidelity. The
employee fidelity portion of this coverage should be written on a"blanket" basis to cover
all employees, including new hires. This type insurance should be required if the
contractor has access to City funds. Limits of not less than $ each
occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts
and specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
Page 22 of 27
RFP 4837 Contract
ATTACHMENT 1
[X] Workers' Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the worlc on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing a11 or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner-operators, employees of any such entity, or
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity
prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the proj ect, so
the governmental entity will have on file certiiicates of coverage showing
Page 23 of 27
RFP 4837 Contract
coverage for all persons providing services on the project; and
2. no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the govenimental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text,"form and manner
prescribed by the Texas Workers' Compensation Cornmission, informing all persons
providing services on the project that they are required to be covered, and stating
how a person may verify coverage and report lack of coverage.
I. The contractor shall contracivally require each person with whom it contracts to
provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2. provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3. provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
b. a new certificate of coverage showing extension of coverage, prior to the end
of the coverage period, if the coverage period shown on the current certificate
of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the project
Page 24 of 27
RFP 4837 Contract
and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the proj ect; and
7. Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) -(7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by
workers' compensation coverage for the duration of the project, that the coverage
will be based on proper reporting of classification codes and payroll amounts, and
that all coverage agreements will be filed with the appropriate insurance carrier or, in
the case of a self-insured, with the commission's Division of Self-Insurance
Regulation. Providing false or misleading information may subject the contractor to
administrative penalties, criminal penalties, civil penalties, or other civil actions.
K. The contractor's failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
Page 25 of 27
RFP 4837 Contract
Exhibit C
Contractors Final Pricing Proposal
ITEM UOM Type of ProductlService Requested BAFO Pricing
Provide Truck Wash Facility Service Operations - Belanger V-Max for 0 to
1 MO 500 units / month. Monthly rates cover providing all standard
maintenance services. $ 2,456.00
2 EA Adder for cost per vehicle 501-1000 $ 2,25
3 EA Adder for cost per vehicle 1001-2000 $ 2,17
4 EA Adder cost per vehicle 2001-3000 units per month $ 2,09
5 EA Adder cost per vehicle 3001-4000 units per month $ 2.25
Provide Light Vehicle Wash Facility Service Operations - Belanger Condor
6 MO for 0 to 500 units / month. Monthly rates cover providing all standard
maintenance services. $ 2,278.00
7 EA Adder for cost per vehicle 501-1000 $ 0,65
8 EA Adder for cost per vehicle 1001-2000 $ 0.63
9 EA Adder cost per vehicle 2001-3000 units per month $ 0.61
10 EA Adder cost per vehicle 3001-4000 units per month $ 0,65
Cost of Additional Services:
Price
ITEM UOM DESCRIPTION
Provide the markup percent for'Charges For Service by Exception' for
11 - replacement of additional materials / equipment purchased. The percent 40%
markup provided also covers freight.
Provide a range of hourly labor rates for technicians to provide 'Charges
12 For Service by Exception' for replacement or additional materials /
equipment purchased. Please provide and discuss on a separate
document.
12A HR Service Technician - Regular Time (1 Hour Minimum) $85
12B HR Service Technician - Overtime (2 Hour Minimum) $127.50
12C HR Travel/Truck- Regular Time (1 Hour Minimum) $120
12D HR Travel/Truck- Overtime (1 Hour Minimum) $140
Page 26 of 27
RFP 4837 Contract
Exhibit C
Contractors Proposal Continued
Materials Proposal Pricin :
Total Price - Mar
Includes kup
Manufacturer's Per
Freight ce nt
ITEM UOM QTY Description /o)
30 gallons of high PH soap. Provide Vendor price plus Denton's
13 Barrel 1 markup percent. $ 418.00 30%
30 gallons of low PH soap. Provide Vendor price plus Denton's
14 Barrel 1 markup percent. $ 396.00 30%
250 - 350 gallon tote of high PH soap. Vendor price plus
15 Tote 1 Denton's markup percent. $ 4,196.00 30%
250 - 350 gallon tote of low PH soap. Vendor price plus Denton's
16 Tote 1 markup percent. $ 4,196.00 30%
17 EA 1 Other Chemicals required for facility operations. �Salt) $ 8.80 30%
• Normal Business Hours are Monday through Friday 8:00 AM to 5:00 PM
• Overtime Hours are befare 8:00 AM and after 5:00 PM, Monday through Friday, a11
Saturdays, Sundays and legal or observed holidays.
• Charges for services by exception (Line items 12) to include, but not limited to the
following:
o Labor and parts claims resulting from misuse of equipment
o Lack of operational training, neglect, improper installation by a third party (other
than Supplier)
o Act of God, freezing, floods, fires or accident from damage caused by City.
o Any damages resulting in third party will result in charges being billed to the City
and excluded from response time requirements
o Incoming electrical fluctuations and deviations of power requirements and/or
single phasing
o Any and all worlc, materials and labor supplied by the general contractor, and/or
electrician, plumber or other sub-contractors of the general contractor.
o New or replacement equipment
o Lack of utilities required for operation.
o Costs to provide these services will be subdivided into labor, materials and freight
costs.
• Supplier will not be responsible for maintenance of EJ Ward System for truck wash or
car wash.
• Supplier Contact for Service is 972-221.1107
Page 27 of 27
RFP 4837 Contract
`�` °RD� CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDOIVYYI�
07/23/12
THIS CERTIFICATE IS ISSUE� AS A MATTER QF INFORMATION ONLY ANp CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY �R NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFIC/�TE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSUREq, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to
the certi�cate holder in lieu of such endorsement(s). __
PRODUCER
Aon Risk Services, Inc of Florida
1001 Brickell Bay Drive, Suite #1100
Miami, FL 3 31 31-49 37
INSURED
ADP TotalSource NH XXVIII, Inc.
10200 Sunset�Drive
Miami, FL 33173
ALTERNATE EMPLOYER
Pro-Tech Services Company LLC
1702 S Highway 121 #406
Lewisville, TX 75067
INSURER A :
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
Aon Risk Services. I�c of Florida
AFFOROING
Ins Co
NAIC #
23841
COVERAGES CERTIFICATE NUMBER: 501477 REV1510N NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED.
INSR 7�ypE OF INSURANCE ADDL SUBR pOLICY NUMBER POLICY EFF POLICY EXP LIMITS
LTR INSR NND MMID�IYYYY MM/DDIYYYY
GENERAL LIABILITY EACH OCCURRENCE $
�AMAGE TO RENTED
COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $
CLAIMS-MAqE � OCCUR MED EXP M one erson $
PERSONAL & ADV INJURY $
GENERALAGGREGATE $
GEN'LAGGREGATELIMITAPPLIESPER PRO�UCTS-COMP/OPAGG $
POLICY PROJECT LOC $
AUTOMOBILE LIABILITY Ee accideD SINGL LIMIT $
ANYAUTO BODILYINJURY Per erson 3
ALL OWNED SCHEDULED
AUTOS AUTOS BODILYINJURY Peraccident $
NON-OWNED PROPERTY DAMAGE �
HIREDAUTOS AUTOS Peraccident $
$
UMBRELLALIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MA�E AGGREGATE $
DEC RETENTION $ WC STATU- OTH-
WORKERS COMPENSATION
A AND EMPLOYERS' LIqBILITY Y/ N WC 038087787 TX 07/01/12 07/01/13 X TORY LIMITS ER
ANY PROPRIETORIPARTNERIEXECUTIVE
OFFICER/MEMBER EXCLUDED7 N/ A X E.L. EACH ACCIDENT $ 2,000,000
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 2,000,000
IF yas, descriha under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 2,0OO,ODO
DeSCRIPTION OF OPERATIONS ! LOCATIONS ! VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required)
WAIVER OF SUBROGATION IN FAVOR OF CITY OF DENTON ,ITS OFFICIALS, AGENTS, EMPLOYEES AND VOLUNTEERS. AS RESPECTS OF JOB PERFORMED BY PRO-TECH SERVICES
COMPANY LLC AS REQUIRED BY WRITTEN CONTRACT.
All worksite employees working for the above named cllent company, paid under ADP TOTALSOURC�, INC.'s payroll, are covered under the above sta[ed policy. The above named client is an altemate
employer under this policy.
CERTIFICATE HOLDER
City of Denton
Materials Management �epartment
901 B Texas Stree[
Denton, TX 76209
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLEb BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVI510NS.
AUTHORIZED REPRESENTATIVE
p4on p�i�k �atviees, �na o f� flo�tida
OO 1988-2010 ACORD CORPORATION. All rights
ACORD 25 (2010l05) The ACORD name and logo are registered marks of ACORD
POLICY HOLDER NOTICE
CERTIFICATE HOLDER CANCELLATION NOTICE SCAEDULE
Should this poGcy be cancelled before the expiration date hereof, the producer will
endeavor to mai130 days written notice to the certificate holder named herein, but
failure to do so shall impose no oblig�tion or liability of any kind upon the insurer,
the producer, or the respective agents or representatives of each.
SCHEDULE:
CERTIFICATE HOLDERS AS IDENTIFIED ON THE MOST RECENT QUARTERLY
SCHEDULE OF CERTIFICATE HOLDERS PROVIDED BY THE 1NSURED'S BROKER OF
RECORD TO THE INSURER.
'4` °R°� CERTIFICATE OF LIABILITY INSURANCE 7/19/2012 '
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an AbDIT10NAL INSURED, the policy(ies) must be endorsed. If SUBROGATiON IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT MiChele MCGill
NAME:
Davis-Dyer-Max Insurance PHONE .(g72) g64-0400 pIC No: �972�z�8-8400
a Member of the Insurors Group D�A�ES;michele.mcgill@davis-dyer-max.com
P.O. BOX 495429 INSURER(S AFFORDINGCOVERAGE NAIC#
Garland TX 75049 iNSUReRn:Travelers Insurance Com an 39357
INSURED �n�c��R�w w•Charter Oak Fire 25615
Pro-Tech Service Co., L.L.C.
1702 S. Hwy 121 #406
�
Lewisville TX 75067
s Indemnitv Comuanv CT 5682
COVERAGES CERTIFICATE NUMBER:2012-2013 Liab Certs REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN 155UED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
�LTR ADDL 5UBR POLICY EFF POLICY EXP LIMITS
TYPE OF INSURANCE POLICY NUMBER MM/DDIYYYY MM1DDlYYYY
GENERAL LIABILITY EACH OCCURRENCE $ 1� 000 � OOO
DAMAGE T RENTED ],OO � OOO
X COMMERCIAL GENERAL LIA8ILITY PREMISES Ea occurrence $
A CLAIMS-MADE ❑X OCCUR I-660-5187C161 6/9/2012 6/9/2013 MEDEXP(Anyoneperson $ 10,OOQ
PERSONAL B ADV INJURY $ 1� OOO � 000
GENERAL AGGREGATE $ 2� 000 � O00
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 2� 000 � OOO
X POLICY PR� LOC $
AUTOMOBILE LIABILITY Ee aBcclldeDtSINGLE LIMIT $ 1 OOO OOO
x ANY AUTO 80DILY INJURY (Per person) $
B X ALL OWNED X SCHEDULED A-6129C757-12-SEL 6/9/2012 6/9/2013 BODILY INJURY (Peraccident) $
AUTOS AUTOS
NON-OWNED PROPERTY DAMAGE $
X HIREDAUTOS X AUTOS Peraccident
$
X UMBRELLA LIAB X pCCUR EACH OCCURRENCE $ Z� OOO � OOO
`. EXCESS LIAB CLAIMS-MADE AGGREGATE $ S� OOO � O00
DED X RETENTION$ 5,00 ISF-CUP-4209Y745 6/9/2012 6/9/2013 $
WORKERS COMPENSATION WC STATU- OTH-
ANU EMPLOYERS' LIABILITY Y 1 N
ANY PROPRIETOR/PARTNERIEXECUTIVE ❑ N� A E.L. EACH ACCIDENT $
OFFICERlMEMBER EXCLUDED?
(Mandatory in NH) E.L. DISEASE - EA EMPLOYE $
If yes, describe under
DESCRIPTION OF OPERATIONS 6elow E.L. DISEASE - POLICY LIMIT $
A Rented & Leased Equipment I-660-5187C161 6/9/2012 6/9/2013 Limitoflnsurance$25,DOD
DESCRIPTION OF OPERATION31 LOCATIONS! VEHICLES (Attach ACORD 101, Additional Remarks Schedule, tf more space is requfred�
The General Liability & Automobile policies include a blanket automatic additional insured endorsement
that provides additional insured status to the aertifioate holder only when there is a written contract
between the named insured and certificate holder. The General Liability & Automobile polioies include a
blanket automatic waiver of subrogation endorsement only when there is a written contract between the
named insured and the certificate holder. T
CERTIFICATE HOLDER _ CANCELLATION _
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Denton, Its Officials, Agents, Em
and Volunteers pUTHORIZED REPRESENTATIVE
Materials Management Department
901B Texas Street
Denton, TX 76209 ..��� -� ����
Larry Hughston/DL�I
ACORD 25 (2010/05) O 1988-2010 ACORD CORPORATION. All rights reserved.
INS025 r�n�nn�i m Tho Af'_�1RIl n�mo �nrl I�nn ��n rnniefn�nrl mar4c nf A(:f1Rll
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001313
Policy # I-660-5187C161
COMMERCIAL GENERAL LIABILITY
TH[S ENDORSEMENT CHAN�ES THIE P�LICY. PLIEASE READ !T CAI�EFULLYe
BLANKET ADDITIONAL INSURED--4VVNERS, LESS�ES
4R C4NTRAGTaRS
This endorsement modifies insurance provided under the foliowing:
COMMERCIAL GENEAAL LIA�ILITY COVERAGE PART
PROVISIONS:
1. WHO IS AN fNSURED (SECTION II) is amended
to include as an insured any person or organiza-
tion (called hereafter "additional insured") whom
you have agreed in a written contract, executed
prlor to loss, to name as additlonal insured, but
only wlth respect to liability aris(ng out of "your
work" or your ongoing operations for that addi-
tional insured perfarmed by you or for you.
2. With respect to the insurance afforded to Addf-
tlonal insureds the fo!lowing conditions apply:
a. Limits of Insurance – The fiollowing (lmits af
liabUlty apply:
1. The limits which you agreed to provide;
or
2. The limits shown on the declarations,
whichever is less.
b. This insurance is excess over any valid and
collectible insurance unless you have agreed
In a written Contract for this insurance to
apply on a primary or contributory basis.
3. This insurance does not apply:
a. on any basis to any persan or arganization
for whom you have purchased an Owners
and Gontractors Proteciive policy.
b. to "bodily injury," "property damage," "per-
sonal injury," or "advertising �nJury" arising
out of the rendering of or the failure to render
any professional services by or for you, in-
cluding:
1. The preparing, approving or failing to
prepare or approve maps, drawings,
opinions, .reports, surveys, change or-
ders, designs or specifications; and
2. Supervlsory, inspection or engineering
services.
CG D1 05 04 94 Copyright, The Travelers fnciemnity Gompany, 1994. Page 1 of 1
Includes Copyrighted Material from Insurance Services Office, Inc.
COMMERCIAL GENERAL LIAB[LITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
MANIJ�ACTl�J1�ER� AND 1NH�LESALERS XTEND
ENDORS�MENT .. . .
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL L{ABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE -- This endorsement broadens coverage. The following listing is a
general coverage description only. Limitations and exclusions may apply to these co�erages. Read all the PRO-
VISIQNS of this endorsement carefully ta determine rights, duties, and what is and is not covered.
A. Broadened N�med Insured
B. Blanket Broad Form Vendors
C. Limited Worldwide Liabiliiy Coverage — Ind�mnity
Basis
D. Damage To Premises Rented To You Extension
• Perils of fire, explosion, lightning, smoke, water
• Limit increased to $300,000
E• Blanket Waiver of Subrogation
F. Blanket Additionaf Insured — Managers or
Lessors of Premises
G• Blanket Additional Insured — Lessor of
Leased Equipment
H. [ncidental Medical Malpractice
I. Personal (njury — Assumed by Contract
PROVISIONS
A. BROADENED NAM�D INSURED
9. The Named Insured in Item 1. of the peclara-
tions is as follows:
The person ar organization named in Item 9.
of the Declarations and any organization,
other fhan a parfnarship or joint venture, over
which you maintain Qwnership or majority in-
terest on the effective date of the policy.
However, coverage for any such organization
wi(I cease as of the date during the policy pe-
riod fhat ynu no longer maintain ownership of,
or majarity interest in, such organization.
2. WHD IS AN INSURED (Section Il) Item 4.�.
is deleted and replaced by the following:
J. Exiensian of Couerage — Bodily Injury
K. Injury to Go-Employees and CaVolunteer
Workers
L. Aircraft Chartered with Crew
M. Non-Owned Watercraft— increased
from 25 feet to 5Q feet �
N. Increased Supplementary Payments
• Cost for bail bonds increased to $2,500
• Loss of earnings increased to $500 per day
O. Medica! Payments ' Limit increased to
$'10,000 per person
P. Knowledge and Notice of Occurrence
or Offense
(�. UnintentionalOmissiqn
R. Reasonable Force — Bodily Injury or
Property Damage
a. Coverage under this provision is afforded
only until the 180th day after you acquire
ar form ihe organization or the end of the
policy period, whichever is earlier, unless
reported in writing ta us within 180 days.
3. This Provision A. does not apply to any per-
son or organizatian for which coverage is ex-
cluded by endorsement.
B. BLANKET BROAD FORM VENDORS COV�R-
AGE
�: -
WHO IS AN INSURED (Section II) is amended io
include as an insured any person or organization
(referred to below as "vendor") with whom you
have agreed in a written cantract, executed prior
to loss, to name as an additional insured, but only
with respect to "bodily injury" or "property dam- :� ��
age" arising out of "your products" which are dis- `�..,._ :
CG D1 87 1� 03 Copyright, The Travelers tndemnity Company, 2003 Page 1 of 7
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002243
COMMERCIAL GENERAL LIABILITY
THIS.ENDORSEMENT:CHANGES THE POLICY. PLEASE READ.IT CAREF_ULLY.
OTHEI�:fNSU,I�A�10E,- AD,D:ITION;�4.L..INSUREDS
This endorsement modifies insurance provided underthe foflowing:
COMMERCIA� GENERAL LIABILITY C01lERAGE PART
PROVISIONS 6. The "personal injury" or "advertising injury" for
COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of-
(Seciion IV), Paragraph 4. (Other Insurance), is fense committed
amended as follows: � subs�quent �t4 the signing and execution of that
1. The folfowing is added to Paragraph a. Primary contract or agrsement by you. �.
Insurance: 2. The first Subparagraph (2j of Paragraph b. Ex-
However, if you specifically agree in a written can- cess Insurance regarding any other primary in-
tract or written agreement that the insurance pro- surance availabie to you is deleted.
vided to an additional insured under this 3. The following is added to Paragraph b. Excess
Coverage Part must apply on a primary basis, or Insurance, as an addiiional subparagraph under
a primary and non-contributory basis, this insur- Suhparagraph (�I):
ance is primary to other insurance that is avail- That is available to the insured when the insured
able to such additionai insured which covers such is added as an additional insured under any other
additional insured as a named insured, and we poticy, including any umbrella or excess policy.
will not share with that other insurance, provided ... ..
that:
a. The "bodily injwry" or "property damage" for . .
which coverage is sought occurs; and � �
CG p0 37 04 65 Copyright 2005 The St. Pauf Travel�rs Companies, Inc. All rights reserved. Page 1 of 1
COMMERCIAL GENERAL LIABILITY
tributed or sold fn the regular course of the �en-
�f dor's business, subject to the foliowing additional
� �, provisions: . �
'1. Limifs of fnsurance. The limits of insurance
afforded to the vendor shall be the limits
, which you agresd to provide, or the limi#s
shown on the Declarations, whichever is less.
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2. The insurance afforded the vendor does no#
apply to: .
a. "Bodify 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. This
exclusion does not apply to liabifity for
damages that the vendor would have in
the absence of the contract or agraement;
b. Any express warranty unauthorized by
,.yoU;
c. Any physical or chemical �ch.ange in the
product made inteniionatly by�the vendor;
` d. Repackaging, unless unpacked solely for
the purpose af inspection, demonstration,
testing, or the substitution of paris under
instructions from fhe manufacturer, and
then repackaged in the original confainer;
e. Any fiailure to make such inspections, ad-
justments, tes#s or servicing as �endors
agree to make or normally undertake to
maKe in the usual course of business, in
connection with the distribution or sale of
"your products' ;
f.
9
Demonstratior�, installation, servicing or
repai� operations, except such operations
performed .at the vendar's premises in
connection with the sale of the product;
. Products which, after distribution or sale
. by you, hav� been labefed or refabeled or
. used as a.container,.part or ingredient of
.. any other thing or substance by or for tF�e
�endor; ,
3. This Provision B. does not apply to:
a. Any insursd person or organization, from
whom you have acquired such producfs,
or any ingredient, part or container enter-
ing ��into, accompanying or containing
�such products;
b. Any vendor for which coverage as an ad-
� ditional insured specifically is scheduled
by endorsement; or
c. Any of "your products" for which eoverage
is excluded by endorsement.
C. LIMITED WORLDWIDE LIABILITY COVERAGE
1. The definition of "coverage ferritory" in D�FI-
NITIQNS (Section 1� is deleted and replaced
by the following:
"Coverage territory" means:
a. The United States of America (including
its territories and possessions}, Puerko
Rico and Canada;
b. fnternational waters or airspace, but only
if the injury or damage occurs in the
course of travef or transportation between
any places included in a. abave; or
c. All other parts ot the world, excluding any
country or jurisdiciion which at the time of
the "occurrence" or offense is the subject
of trade or economic sanctions imposed
by the laws or regulation of the IJnited
States of America, but not including any
country ar jurisdiction in which the in-
sured's activities are specifically permit-
ted by any governmental sntity of the
United States of :America, if the injury or
damage arises out of:
(1j Goods or products made or sofd by
you in the territory described in 9.a.
above; or
(2) The activities Qf a person whose
home is in the territory described in
1.a. above, but is away for a short
time on your business; or
(3) "Personal injury" or "advertising in-
jury" offenses that take place through
the Internet or similar means of
communication.
2. With respec# to claims or suits caused by an
"occurrence". witf�in the "coverage territory"
described in 1.c. above, the foffowing condi-
tions appfy:
a. The coverage afforded hereunder shall
be excess over any other valid and co!-
lectible insurance available to. the insured,
whether primary, excess, contingent or on
any other basis, sxcept for insurance pur-
chased specifically by you to be excess of
this policy.
b. This insurance is not a substitute for
"compulsory admitted insurance" in any
jurisdictian described in 1.c. above,
Page 2 of 7 Copyright, The iravelers lndemnity Company, 2003 �CG D1 87 11 03
002244
�whether or not this insurance would qual-
ify as "compulsory admiited insurance" in
a giv.en jurisdiction or is accepted by the
appropriate authorities as proof of "com-
pulsory admitted insurance".
You agree to maintain "compulsory ad-
mitted insurance" at the limits required by
law. Your failure to do so will not invali-
date the coverage afforded by this en-
dorsement, but we will only be liahle to
the same extent we would have been li-
able had you maintained "compcalsory
admitted insurar�ce".
"Compulsory admitted insurance" means
insurance that is:
(1) Required to be in-force to satisfy the
lega! requirements of a given jurisdic-
tion; and
{2) Issued by a Stafe Fund or an insurer
� licensed or permiited by law to do
business in the jurisdiction where the
property or exposure to loss is lo-
cated.
c. Vllith respect fo defending you against, or
fhe investigation or settlement of, any
claim ar "suit" brought against you, the
following will apply:
(1) The provision of the Insuring Agree-
ment reading "We will pay....." in Part
1. of COVERAGE A, and COVER-
� AGE B. (Section I— Coverages) is
._. amended to read "UVe will indemnify
� . the insured fpr....' ;
. �(2) You must arrange to defend yourself
. ;�.against, and investigate or settle, any
claim or "suit' ;
(3) You will not make any setflement
. without our consenf;
{4) We will pay expenses incurred with
�bur consent;
(5) We may, at our discretion, participate
� in defending you against, or in the
settlement of, any cfaim or "suit".
3. , This Provision C. does not apply:
a. .To any of "your products" for which cov-
erage is excluded by endorsement; or
b. To "personal injury" or "advertising injury"
if COVERAGE B. PERSONAL AND AD-
� VERTISING INJURY LIABfLlTY is ex-
cluded by endorsemenfi.
COMMERCIAL G�NERAL LIABILITY
D. DAMAGE TO PREMISES RENTED TO YOU �- -
EXTENSION � � f�
1. The last paragraph of COVERAGE A. BOD-
ILY INJURY AND PROPERTY DAMAGE LI-
ABILITY (Seciion i— Coverages) is deleted
and replaced by the following:
Exclusions c. through n. do not apply ta dam-
age fo premises while rented to you, ar tem-
porarily occupied by you with permission of
the owner, caused by: "
a. Fire;
b. Explosion;
c. Lighfining;
d. Smoke r�sulting from such fire, explosion,
or lightning; or
e. Water.
A separate limit of insurance applies to this
coverage as described in LIMITS OF INSUR-
ANCE.(Section lll).
2. This .in5urance does not apply to damage to
premises while ,rented to you, or temporarily
occupied. . by you with :,permission of the
owner, caused by:. .
a. Rupture, bursting, or operation of pres- ;� �
sure relief devices; . ,,..
b. Rupture or bursting due to expansion or
swelling of the cantents of any building or
structure, caused by or resulfing from wa-
ter;
c. Explosion of steam boilers, steam pipes,
steam engines, or steam turbines.
3. Part 6. of LIMITS OF INSURANCE (Section
111} is deleted and replaced by the following:
Subject fa 5. above, the Damage To Prem-
ises Rented To You Limif is the most we will
pay under COVERAGE A. for damages be-
cause of "property damage" fo any one prem-
ises while rented to you, or temporarily occu-
pied by you with permission of the owner,
caused by fire, explosion, fightning, smoke
resulting from such fire, explosion, or light-
ning, or water. The Damage To Premises
Rented To You Limit will apply to all damage
proximately caused by the same "occur-
rence", whether such damage results from
fire, explosion, lightning, smoke resulting from
such fire, explosion, or lightning, or water, or
any combination of any of these.
CG D1 8711 03 Copyright, The Travelers Indemnity C�mpany, 2003 Page 3 of 7
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COMMERCIAL GENERAL LIABILITY
The Damage To Premises Rented To You
: Limit wil! be the higher of;
a. $300,000; or
b. The amo►�nf shown on the Declarations
for Damage To Premises Rented To You
Limif.
4. Under DEFINIT{ONS (Section �, Paragraph
a. of the definition of "insured contract" is
amended so that it does not include that por-
tion of the contract for a lease of premises
that indemnifies any person or �organization
for damage to premises while renfed to you,
or temporarily occupied by you with permis-
sion of the owner, caused by:
5.
a. Fire;
b. Explosion; .
c. Lightning;
d. Smoke resulting from such fire, explosion,
or lightning; or •
e. Water.
This Provision D. does not apply if coverage
for Damage To Premises Rent�d To You of
COVERAGE A. BODfLY INJURY AND
PROP�RTY DAMAGE�LtABILITY (Section I –
Coverages) is excluded by endorsement.
E. BLANKET WAIVER OF SUBROGATION
We waiv.e any right of recovery we may have
againsi any person or organization because of
payments we make for injury .or damage arising
out of premises owned or occupied by or rented
or loaned ta .you; ongoing operations performed
by you or on �your.behalfi, done under a contract
with that person or organization; "your work"; or
"your products". We waive this right where you
have agreed to do so as part of a written contract,
executed byyou priorto loss. ` . :� :�
F. BLANKET ADDI7IONAL �INSURED – MANAG-
ER5 OR LESSORS OF PREIVIISES
WHO IS AN INSURED {Section ll) is amended to
include as an insured any person or organization
(re#erred to below as "additionaf insured") with
whom you have agreed in a written contract, exe-
cuied prior to loss, to name as an additional in-
sured, but only with respect to liability arising out
of the ownership, maintenance `or�use �of that part
of any premises leased to you, subject to the fol-
lowing provisions:
its shown on the Declarations, whichever is
less.
2. The insurance afforded to the additional in-
sured does not apply to:
a. Any "occurrence" that talces place after
you cease to be a tenant in that premises;
b. Any premises for which coverage is ex-
' cluded by eRdarsement; or
c. Structuraf alterations, new construction or
demolition operations performed by or on
behalf of such additional insured.
3. The insurance afforded to the additional in-
�sured is excess over any valid and collectible
insurance avai(able #o such additional in-
sured, unless you have agreed in a written
contract for this insurance to apply on a pri-
mary or contribufory basis.
G. BLANKET ADDITIOIVAL INSURLD – LESSOR
OF LEASED EQUIPMENT
WHO IS AN INSURED (Section Ilj is amended to
include as an insured any person or organization
(referred to below as "additional insured") with
whom.you have agreed in a written contract, exe-
cuted prior to foss, to name as an additional in-
sured, but onfy with respect to their liability arising
out of the:maintenance,.operation or.use by you
of equipment leased to you by such additional in-
sured, subject to the following provisions:
9. Limits of Insurance. The limits of • insurance
afforded to the additional insured shall be the
limits which you agreed to provide, or the lim-
its shown on the Declarations, whichever is
I2SS.
2. The insura�ce afforded to the additional in-
sured does nat apply to: �
a. Any "occurrence" that takes place after
�the equipment lease expires; or
F�. "Bodily injury" or "properiy damage" aris-
ing ouf of the sole negligence,af such ad-
diiional insured.
3. The insurance afforded to the additional in-
sured is excess aver any valid and collectible
insurance availabls to such additional in-
sured, unless you have agreed in a written
contract for this insurance to apply on a pri-
mary or confributory basis. �
H. INGIDENTAL MEDICAL MALPRACTICE
1. Limits of Insurance. The limits af insurance 1. The definition of "bodily injury" in DEFINI-
�� •::,� 'z afForded io the additional insured shall be the TIONS (Section V) is amended to include "In-
limi#s which you agreed to provide, or the lim- cidenfal Medical Ma(practice Injury".
..�L._: i.
Page 4 of 7 Copyright, The Travelers Indemnity Company, 2003 CG D'{ 87 71 03
OQ2245
2. The foflowing definition is added ta DEFINI-
TIONS (Section V):
"Incidental medical malpractice injury" means
bodify injury, mental anguish, sickness or dis-
ease Sustained by a person, including death
resulting from any of these at any time, aris-
ing out of the rendering of, or failure to ren-
tier, the following services: �•
a. Medical, surgical, dental, laboratory, x-ray
� or nursing senrice or treatment, advice or
instru�tion, or the related #urnishing of
food or beverages;
b. The furnishing or dispensing of drugs or
medical, dental, or surgical supplies or
appliances; or
c. First aid.
d. "Good Samaritan services." As used in
this Provision H., "Good Samaritan ser-
vices" are those medical services ren-
dered or provided in an emergency and
�. for which no remuneration is demanded
or received.
3. Paragraph 2.a.(1j(dj of WHO IS AN IN-
� SURED (Section II) cioes not apply to any
registered nurse, licensed practical nurse,
emergency medical technician or paramedic
` employed by you, bui only whife performing
°the services described in paragraph 2. abo�e
and while acting within the scope af their em-
�. ployment by you. Any "employees" rendering
"Good Samaritan services" will be deemed to
; be acting within the scope .of their employ-
ment by you.
4. The following exclusion is added to paragraph
� .2. .Exclusions of COVERAGE A. — BODILY
INJURY AND PROPERTY DAMAGE LIABIL-
ITY (Section I — Coverages):
(This insurance does not app(y to:) Liability
arising out of the willful vialation of a penal
statute or ordinance relating to the sale of
� pharmaceuticals by or with the knowledge or
consent of the insured.
5. For the purposes of determining the applica-
ble limits of insurance, any act or omission,
'together with all related acts or omissions in
the furnishing flf the setvices described in
paragraph 2. above to any one person, wiil be
considered one "occurrence".
6. This Provision H. does not apply if you are in
the business or occupation of providing any of
the services describeci in paragraph 2. above.
COMMERCIAL GENERAL LIABILITY
i. The insurance provided by this Provision H. __ �•�:
shall be excess over any other valid and col- f �
lectible insurance available to the insured, �' �
whether prima►y, excess, contingent or on
any other basis, except for insurance pur-
chased specificafly by you to be excess of
this policy.
PERSONAL INJURY — ASSUMED BY CON-
TRACT
7. The Contractual Liability Exclusian in Part
2., Exclusions of COUERAGE B. PER-
S�NAL AND ADVERTI5WG INJURY LIABIL-
ITY (Section i— Coverages) is deleted and
replaced by the following:
(This insurance does not apply t�:)
Contractual Liability
"Advertising injury" for which the insured has
assumed liabifity in a contract or agreement.
This exclusion does not apply to liability for
damages that the insured would have in #he
absence of the cantract or agreement.
2. Subparagraph. f. of the definition. of "insured
contract" (DEFINITIONS. -. Seciion 1� is de-
leted and replaced by the following:
f. That part of any other contract or agree-
ment ,pertaining to your business (includ-
jng an.indemnifcation,of a municip,afity in
conneciion with work perFormed for a
�municipality) under which you assume the
tort liability of another party to pay for
.... . ...
"bodily injury," "property damage" or "per-
•sonal injury" to a third party or organiza-
tion. Tort liability means a liability that
would be imposed by law in the..absence
of any contract or agreement.
3. This Provision 1. does not apply if COVER-
AGE B. PERSONAL AND ADVERTISING ItV-
JURY LIABILITY is excluded .by endorse-
ment. _ . .
J. EXTEN510N OF. .COVERAGE, —. BODILY IN-
JURY ,
:.....
�'
The definition of "bodily injury" (DE�INITIONS —
Section 1n is deleted and replaced by the follow-
ing: .
"Bodily injury" means bodily injury, mental an-
guish, mental injury, shock, fright, disability, hu-
miliation, sickness or disease susiained by a per-
son, inc(udinc� death resulting from any of fhese at
any iime. . . ,
. �'
CG D1 87 11 03 Copyright, The Travelers Indemnity Company, 2003 Page 5 of 7
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COMMERCIAL GENERP,L LIABILf7Y
K. INJURY TO C�-EMPLOYEES AND .CO-VOLUN-
. T�ER WORKERS : .
i�
2.
�
Your "employees" are insureds with respect
fo "bodily injury" to a co"employee" in the
course of the ca-"employee's" employment by
you, or to your "volunteer workers" while per-
forming duties related to the conduct af your
business, provided that this coverage for your
"employees" does not apply to acts outside
the scope of fheir employment by you or while
performing duties unrelated to the conduct of
your business. •
Your "volunteer workers" are �insureds with
respect to "bodily injury" fo a co-''vofunteer
worker".;while performing duties related to the
conduct of your business, or to your "employ-
...ees" in the course of the "employee's" ern-
ployment by you, provided that this coverage
for your "volunteer warkers" does not apply
while pertorming duties unrelated to.the con-
duct:of your business. �
Subpara�raphs 2,a.(1)(a), {b) and (c) and
� 3.a. of 11Vhi0 IS,AN ,INSIJRED (Section II} do
not.:appfy to "botlily injury".for which insurance
is providsd by para.graph.1, or 2. above.
L. AIRCRAFT CHAR�"ERED WITH Ct�EW
1. TE�e following is added to ihe exceptions con-
tained in the Aircraft, Auto Or Watercraft
Exclusion in Part 2., Exclusions of COVER-
AGE A. BODILY INJURY AND PROPERTY
DAMAGE LIABlL1TY (Section I - Coverages):
(This exclusion does not apply to:} Aircraft
chartered with crew to any insured.
2. This Provision L. does not apply if the char-
tered aircraft is owned by any insured.
3. The insurance provided by this Provision L.
shall be excess over any other valid and col-
lec#itale insurance available to the insured,
whether primary, excess, contingent or on
any ofher basis, except for insurance pur-
chased speciftcafly by you to be excess of
this policy.
M. NON-OWNED WA'�ERCRAFT
1. The exception contained in Subparagraph (2}
of the Aircraft, Auto Or Watercraft Exclu-
sion in Part 2., Exclusions of COVERAGE A.
BODILY INJURY AND PROPERTY DAMAGE
LIABILITY (Section 1- Coverages) Is deleted
and replaced by the following:
(2) A watercraft you do not own that is:
(a) Fifty feet long or less; and
(by Not being used to carry persons or
property for a charge.
2. This Provision M. applies to any person who,
with your expressed or implied consent, either
uses or is responsibfe for the iase of a water-
craft.
3. The insurance provided by this Provision M.
shall be excess over any other valid and col-
lectible insurance available to ihe insured,
whefher primary, excess, confingent or on
any other basis, except for insurance pur-
chased speci�cally by you to be excess of
this policy. '
N. INCREASED SUPPLEMENTARY PAYMENTS
Parts b. and d. of SUPPLEMENTARY PAY-
MENTS - GOVERAGES A ANt7 B(Section I-
Coverages) are amended as fo((ows:
1. In Part b. the amount we will pay for the cost
of bail bonds is increased to $25n0.
2. 1n Part d. fhe amount we will pay for loss of
eamings is increased to $500 a day.
O. MEdICAL PAYMENTS - lNCREASED LIM{7S
1. Paragraph 7. of LIMITS �OF tNSURANCE
(Section III) is amended to read as fal{ows:
7. Subject fo 5. above, the Medical Expense
Limit is the most we will pay under Cov-
erage C. for all medical expenses be-
cause of "bodily injury" sustained by any
one person, and witl be the higher of:
(a) $10,000; or
(b) The amount shown on the Declara-
tions for Medical Expense Limit.
2. This Provision O. does not apply if COVER-
AGE C. MEDICAL PAYMENTS (Section 1-
Coverages) is excluded either by the provi-
sions of the Coverage Part or by endorsa-
ment.
P. KNOWLEDGE AND NOTICE OF OGCUR-
RENCE OR OFFENSE
1. The following is added to COMMERCIAL
GENERAL LIABILII"Y CONDITIONS (Section
IV), paragraph 2. (Duties In The Event of Oc-
currence, Offense, Claim or Suit):
Notice of an "occurrence" or of an offense
which may result in a claim under this insur-
ance shall be given as soon as practicable af-
ter knowledge of the "occurrence" or o�fense
Page 6 of 7 Copyright, The 7ravelers Indemnity Company, 2003 CG D1 87 1'i 03
002246
has been reparted to any insured listed under
Paragraph 1. of Section II — Who Is An In-
sured or .an "smployee" (such as an insur-
ance, loss control or risk manager or adminis-
traior) designated by you to give such notice.
Knowledge by other "employee(s)" of an "oc-
currence" or of an offense does not impiy that
you also have such knowledge.
2. Notice .shail be deemed prompt if given in
good faith as soon as practicable to your
wqrkers' compensatian insurer. This applies
only if you subsequently give notice to us as
soon as practicable after any insured listed
under Paragraph 7. of Section tl — Who Is An
Insured or an ."smployee" (such as an insur-
ance, loss control or risk manager or adminis-
trator) designated by you ta give such notice
discavers that the "occurrence", offense or
claim may involve this policy.
3. However, fhis Provision P. does not apply as
respects the specific number of days within
,which you are required to notify us in writing
� of_the abrupt commencement of a discharge,
release or escape of ."pollutants" which
� causes "bodily injury" or "property damage"
°:which may otherwise be covered under this
policy. ,
COMMERCIAL GENERAL LIABILITY
Q. UNINTENTIONAL OMISSION --
The followin `�
g is added to COMMERCIAL GEN- '.:.,...:,
ERAL LIABILITY CONDIT[ON5 (Section IV},
paragraph 6. (Representations):
The unintentional omission of, or unintentional
error in, any informaiion provided by you shall not
prejudice your rights under this insurance. How-
ever, this Provision Q. does not affect our righi to
collect additional premium or to exercise our right
af cancellation or nonrenewal in accardance with
appticable state insurance laws, codes or regula-
tions.
R. REASONABLE FORCE — BODlLY ENJURY OR
PROPERTY DAMAGE
The Expected Or Intended Injury Exclusion in
Part 2., Exclusians of COVERAGE A. BODILY
INJURY AND PROPERTY DAMAGE LIABfLlTY
(Secfion t— Coverages) is deleted and replaced
by the following:
{This insurance does not apply to:)
Expected or Intended Injury flr Damage
"Bodily. injury"; Qr "prope�ty damage" expected or
i�tended from the standpoinf of the insured. This
exclusion does not apply :to "bodily injury" or
"property damage" resuliing from the use of rea-
.,~
sonable force to proieci persons or property. t
�:
GG D1 87 11 03 Copyright, The Travelers Indemnity Company, 2�03 Page 7 of 7
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Policy # BA-6129C757-12-SEL C4MMERCIAL AUTO
�� THIS ENDCIRSEMENT CHANGES THE POL[CY. IPLEASE;:READ IT CAREFULLY.
,.::::. :;..�� :::::: ...:: ... ,.: , ::,., ;;..,...,,:,�..:; .....
��BUSINESS AUTO EXTENSI4N ;END4RS.EMENT �
This endorsemeni modifies insurance pro�ided under the following:
BUSINESS AUTO COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi-
fied by.the endorsement..: . . . . . .
GENERAL DESCRIPTIQN �F COVERAGE – This endorsement broadens coverage. Mowever, coverage for any
injury, damage or medical expenses described in any of the proVisions of this endorsement may be excluded or
limited by.another endorsement ta the Co�erage Part, and these coverage broadening provisions do not apply to
the e`xtent that coverage.is excluded or limited by such an endorseme,nt. The following fisting is a general cover-
age description only':Limitations a`nd exclusions may apply to these coverages. Read :all :the provisions of this en-
dorsement and the rest of yoiar policy carefully to determine rights, duties, and what is ar�d is not covered.
A. BROAD FORM NAMED INSURED
B. BLANKET ADDITI�NAL tNSURED
'C.` `EMPLOYEE HIRED AUTO �
D. .,EMPLOYEES AS,INS4IRED:.
�. SUPPLEMENTARY PAYMENTS – INCREASED
;.: LI.MITS :: :.< :;.<;?: :::. . .,.., ;�.::. • .:.;
F." `HIfZED AUTO � � � LIMITED WQRLDWIDE
"�'COVERAGE = INDEMNITY BA$IS
:..:. .:. ....:.. ...:.
.,. . . , � : . ..... : :::... :� : �. ....,. :.: : . � ,, : :,
G. WAIVER OF:DEDUCTIBLE --;G,LASS
,:
.::.:•.},...., ,: ,,.....,
, ,,...
PROVIS,I.ONS .:... :.. .:.... . : .
A. '•:BROAD .FORM NAMED 1NSURED
The following is added to Paragraph A.1., Who Is
�= An �Insured; of S�CTION��tI = �LIABILITY COV-
..:;ERAGE: � .. ., . .. . ., . . ..
`''Any"organizatian'�you� newly acquire or form dur-
� � :ing the.;,po{icy�period `over..,which you mainfain
��50% or inore ownership interest and that is not
� separately. insiired. for Biisine`ss Auto Coverage.
' CoVerage uriciertFiis provisioii.::is_affarded only un-
til.:the 180th.;day'after you.;acquire or form the or-
ganization,:or �the end of. the po.licy period, which-
ever�is earlier . ' �
:.... . ...:.:...: :... ;. �ti..:
B. BLANKE:T;AD,DITIONAL IN$URED
��The following` is'`added to"Paragraph c. in A.1.,
Who=1s'An Insured,�'af �SECTIQN II – L,IABILITY
C�VERAGE: ' �• • •
';4ny`person or organization who is required under
a written contract or agreement between you and
that person ar organization, that is signed and
H. HIRED AU70 p.HYSICAL �DAMAGE – LOSS
OF,USE.,- If�CREASED.LIMIT . . , .. : ..
I. � PWYS�CAL DAMAGE =��TRANSPORTATION
EXPENSES – INCREASED LIMIT
`J. `PERSONAL EFFECTS �
, .., ..::.. . . , .,
..;:. , ; .
� � . .. .
K. �..A(RB�GS .:;....,� ..: . . . . .
�:L.::NOTtCE AND.:KNOWLEDGE OF.:ACCIDENT
OR LOSS �
-;M,. :BLANKE7.:WAIVER.OE S.UBRQGATION . �
.. , .. ... ..
. . .. . _ �: �. �.. . . ,
N. �UNINTENTIONAI. ERRORS OR QMISSIONS
� executed '�y you before the "bodily injury" or
"property damage" occurs and th'a`t� is in effeci
� during the palicy period; .to be named as an addi-
tio.nal:: insured is an ''insured"• for Liability Cover-
a.ge,,but..an.ly for damages to. which.this�insurance
applies and only to ,the ,extent that, person or or-
ga.nization,`.qualifies as an "insured" under the
Who Is An�.lnsurec! .prpv[sion .contained in Section
If. , .: :
C. EMPLOYE� HIRED AUTO ' , ' '
1. ..The .followin_g .,,is, added,.to Paragraph .A.1.,
�Who 1s,:An Insured, of..SECTION. lt.- Lt-
,:. ... ,
. .'ABILITY COVERAGE:
An "employee" of yours is an "insured" �while
operating ::an, "auto". h.ired, or.,rented., under a
��' contract, o�. agreement .in that,,`'em.ployee's"
;name;,with,your,permis5ion, wh'ile`performing
. duties. .related, to .the conduct ,of. your busi-
:., ....::...... :..,,,.:,, . . .
, ,. .,.: .:: : . .:
. ness.. . . . . ..
CA �T3 53 03 �1 U o 2010 The Travefers Indemnity Company. Page 1 of 4
Includes cbpyrighted material of Insurance Services Office, ln�, with its permission.
COMMERC,IAL AUTO
2. The.folioWin,g _replaces .Fara.graph b. in 6.5,,; :. within.such country or jurisdicfiion; for Liability
Other insurance, of SECTION IV — BUSI- Coverage for any covered "auto" that you
IVESS At1T0 CONDITIONS: .: ,, . s.. lease, hire, rent or borrow. without a driver for
... ....,
b. For� Hired Aufo Physical Damage Cover-' ` � `. a..period. of 30.'days or�fess and.that is not an
age, the foflowing are deemed to be cov- "auto" you lease, hire, rent or borrow from
ered "autos" you own: any of your "empioyees", partners (if you are
a partnership), members (if-you ar.e a limited
(1} Any covered "auto" you lease, hire, liability.company) or m�mbers of their hause-
rent or barrow; and holds. �
(2) .Any covered "auto" hired or rented by (a) With respect to any claim made or "suit"
your "employee" under a contract in brought outside the �Unifed States `of
that individual "emp{oyee's" name, America, the territories and .possessions
..: with your�permission, while perform- of the United States of America, Puerto
ing duties related . to the...condtact of �� � Rico and Canada: • �
. . .: �your business. .:. : . : :.. .:. . . , .
' ,.(i} . You : must arrange to defend. the "in-
. ,
'However, any "auto" that is leased, hired, � sured:'., against, and investigate or set-
� ' rented or borrowed with a driver is not a tls any such .claim or '.:su,it". and �.keep
covered "auto". � �� � us�advised of all proceed'ings and ac-
D. EMPLOYEES A5 INSURED � . . . . tions: � � �
The following is `added to Paragraph A.1., Wha Is (ii) Neither you nor any other invofved
An Insured, of: SECTIO.N;�1. - L,IABILITY GOV- �"insured".:.will �� make any �,seftlement
ERAGE: �;: .. .... . ,� :::.:.:..::.. :.�., . - ..: . . ::�;..�; without our consenf.
Any "employee" of yours is an "insured"..While us- (iii) We ma�y,.at our discretion, participate
ing a covered "auta" you don'fi own, hire or.:borrow in defending,the "insured" a�ai,r�st, or
in your business or your personal affairs.� ` in ttie''�'settlement of,` �any claim or
,�� , .
. � � .,suit': �:.� :: :..:.. ....... . :: .:, .
E. �SUPPLEMENTARY�P/-lYMENTS — INCREASED � ' � ' �
LIMITS "' �' (iv) We will reimburse the "insured" for
� � - �� • . � sums that the "insured" le.gally... must
1. `The �following replaces Paragraph'A�2.a.(2}, pay.�as; damage� .because,:of,:".bodily
of SECTION I! — LIABILITY COVERAGE: �
in jury", or. "property damage" to; which
': •..{2) �Up ��to $3;000 for �cost �of bail � bonds (in- this insurance `applies;' that 'tfie "in-
cluding bonds for related traffic law viola- sured" pays with our . consent, .:b�t
tians) required because of an "accident" only up fo the limit descrilied in'Pa�a-
.; we,; cover. lNe;; do,:.not ,:have , to,,.furnish graph C.;` Limii.Of lnsurance;`of SEC-
.:�:: , .
; the5e bonds, ; . .:. ;, � : � � . �; . ~ TION.II-.LIABILlTY, GOVERqGE.
- 2. The following replaces Paragraph A.2.a.(4), • �(v) � We will :::reimburse the �':insured" for
of SECT[ON'll — LIABILIT`Y COVERAGE: the reasonable expenses : incurred
'`: (4j All ;re;asonable'expenses �,incurred by the with o,ur. consent fqr..your,.:invesiiga-
.
.:���� ' ��', , .. ,.. ..... . . . .
,.� ,insured at our reguest including actual , �i,f n oe s�uns �lai �ms and your defiense
... . :.. . . ., .
loss of earnings up.to $500 a day be- .. o,. th ,.i.._u.,ed ,agailist.,any:,:such
... . , ... .. � � . :
� � "su�t", bilt onl, u to and included
�cause of fime off from work. , . . .. Y::::..,P,. , . , ...... :
�:,.within,..;th:e.,:limit:..des�ribed : in.,::Para-
F. HIRED AUTO — L,IMITED.:,.WORLpWIDE,. COV- •� ` ` ''
�.:::,...: ,..:.. _
, „graph, C;:,. .; Limit,.,.,Of. ; Insuranc�, of
ERAGE — INDEMNITY BASIS� � ' : '
. SECTION,'._ 11. :,,= LIABILITY . C01/ER-
The�follawing .replaces:Subparagraph.(5).in .Para- AGE, and not in addition to,such,limit.
•:., ._ .::..
; . :.: ... , . .
gcapti $.7.; Policy Periad, ,Coverage ,Territory, Our duty to make such payments
of SECTfON IV � BllSINESS AUT� CONDI- ' eiids �viihen'vire iraVe useci `up •tfie ap-
. ..::::::.:.: .:.:. .:: . ..
°�TIONS: ' � � � ,.::. _plicabfe.; limit ;of :insucance in ; pay-
.:� ::::..... ... :...... ... .. .. , :.,;, ,........ ,.
..
5 An wher� in the world ezce t any country or � : ments :�_for: damages, settlemenfs or
- � � �• y � � � � ' � p defense expenses. ,
�� ': jurisdiction while .any trade sanction, em- � °�-�'� �
`'bargo, or sirriilar regulation . imposed by the • (b) ,This insurance ;is .ex�ess over.; :apy valid
`''�United Stafes of America �applies to,and pro- •..:...and. .collectible .other:insurance ,available
hibits the transaction of business with or . . .. ..
Page 2.of 4 � 209 0 The Travelers Indemnity Company. CA :T3.53. U3 :10
� Includes copyrlghted materlal of Insurance Services O�ce, Inc. with its permission.
0
�
,....-,., � �to ihe "insured'! �whether primary, excess
i �contingent or on any other basis.
� (c) This insurance is not a substitute for re-
quired � or compulsory insurance in any
� country outside. the United States, its ter-
. , ritories.and:possessions., Puerto;Rico and
��:Canada;;::. . . . .
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002216
. You agree to maintain all required or
com,pulsary insurance in any such coun-
try up ta fhe.minimum limits required by
loca! law. .Your .failure to comply with
compulsory insurance reguirements wi{I
not in�alidate. th.e coverage afForded by
this policy, but we will only be liable to fhe
same exteni we would have been liable
had you complied with the compulsory in-
surance requirements.
(d) It is understood that we are not an admit-
ted or authorized insurer outside the
United States of America, its territories
and possessions, Puerto Rieo and Can-
ada. We assume no responsibility for the
furnishing of certificates of insurance, or
far compliance in any way with the laws
of o#her couniries relating to insurance.
G. WA(VER OF DEDUCTIBLE – GLASS
The follawing is added to Paragraph D., Deducti-
ble, of SECTION lil – PHYSICAL DAMAGE
COVERAGE:
No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced.
H. HIRED AUT� PHYStCAL DAMAGE – LOSS OF
USE – INCREASED LIMiT
The following replaces the last sentence of Para-
graph A.4.b., Loss Df Use Expenses, of SEC-
TION 111– PHYSICAL D+4MAGE COVERAGE:
However, the mosi we will pay for any expenses
for loss of use is $65 per day, to a maximum of
$750 for any one "accident".
l. PHYSICAL DAIIlIAGE – TRANSPORTATION
EXPENSES – INCREASED LIMIT
The following replaces the first sentence in Para-
graph A.4.a., Transportation Expenses, of
SECTION III – PHYSICAL DAMAGE COVER-
AGE:
We will pay up to $5D per day to a maximum of
$1,500 for temporary transportation expense in-
curred by you because of the total theft of a cow
ered "auto" of the private passenger type.
COMMERCIAL AUTO
J. �PERSONAL EFFECTS ' ' � ' ;` ,
`' The �following is acided to Paragraph A.4., Cover-
' age Extensians;' of SECTION 111 -�'PHYSICAL
DAMAGE COVERAGE: �
Personal Effects
> . _ , .., ::..,. .
. .. ..........::....... .,..:.,..:.....:
We will pay up to $440 `for "loss" to_,wearing ap-
parel and other personal effects which are;
(1) Owned by.an "insured"; and
(Z) In or on your covered''auto".
This coverage applies only in the event of a tota(
theft of your covered "auto".
No deductibles apply to this Personal Effects
coverage.
IS. AIRBAGS
The following is added to Paragraph 8.3., Exclu-
sions, of SECTION III – PHYSICAL DAMAGE
COVERAGE:
Exclusion 3.a. does not apply to "loss" to one or
more airbags in a covered "aufo" you own that in-
flaie due to a cause other than a cause of "loss"
set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that "auto" is a covered "auto" for Compre-
hensive Coverage under ihis policy;
b. The airbags are not covered under any war-
ranty; and
c. The airbags were not intentionally inflated.
We wilf pay up to a maximum of $1,000 for any
one "loss".
L. NOTICE AND KNOWLEDGE OF ACGIDENT OR
LOSS
The following is added to Paragraph A.2.a., ofi
SECTION IV – BUSINESS At1T0 CONDITIONS:
Your duty to give us or our authorized representa-
tive prompt notice of the "accident" ar "loss" ap-
plies only when the "accident" or "loss" is known
to:
(aj Yau (if you are an individual);
(b) A partner (if you are a parknership);
(c) A member (if you are a limited liability com-
pany);
(d) An executi�e o�cer, director or insurance
manager (if you are a corporation or other or-
ganization); or
(e) Any "employee" authorized by you to give no-
tice af the "accident" or "loss".
CA T3 53 03 'I O o 2010 The Travelers Inderiinity Company. Page 3 of 4
Includes copyrighted materia[ of Insurance Servlces Office, Inc, wifh its permission.
COMMERCIAL AUTO
M. BLANKET WAIVER OF SUBROGATION ::
,...The fiollowing replace5 Paragraph A.5., :Transfer
, Of Rights Qf Recove.ry Against. Qthers :To Us,
of S�CTION IV — BUSINESS �AUTO, :CONDI-
TIONS:
.. ,... ..
5. Transfer Of Rights Of Recovery Against
. Others To Us , , : .
We waive any right of recovery we may have
against any person or organization ta the ex-
tent required of you by a wFitten contract
signed and executed..prior to any "acc9dent"
or"loss", provided:thatihe "accideni" or'!loss"
arises out of operations . contemplated by
such :contract. The waiver appiies only to the
person or organization .de�ignated in such ��
�ontract. ' ` . _
N. UNIN7ENT10NAL ERRORS OR ON�ISSIONS
The followi,ng is added to Paragraph B.2., Con-
.
'` cealment,` ` Misrepresentation;' Or Fraud, of
SECTION 1V — BUSINESS AUTO CONDI710NS:
The unintentional omission 'of, or unintentional '
error in, any information given by you shall not
prejudice your rights under this insurance. How-
ever this provision does not affect our right to col-
fect additional premium or exercise our right of
cancellation or non-renewal. � ` �
,. . .._� . ,., �:
Page 4 of 4 00 2010 The Travelers Indemnity company. CA T3 53 03 10
Includes cppyrighted material of.lns.urance Services Office, Inc. witfi its permission.