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HomeMy WebLinkAbout2016-274 Contract - Fregonese Associates Contract for PERSONAL SERVICES less than $35,000 CITY OF CONSULTANT: Fregonese Associates Inc. -AS H LA N D CONTACT: Scott Fregonese 20 East Main Street Ashland, Oregon 97520 ADDRESS: 1525 SW Park Ave., Suite 200 Telephone: 541/488-6002 Fax: 541/488-5311 TELEPHONE: (503) 228-3054 DATE AGREEMENT PREPARED: FAX: (503) 525-0478 BEGINNING DATE: 10/1/2016 COMPLETION DATE: 6/30/2017 COMPENSATION: Not to exceed $24,900.00 SERVICES TO BE PROVIDED: Refine and adjust scenario planning model for the triangle transit study area in south Ashland and conduct a series of public meetings including a focus group, Planning Commission and City Council per attached scope of services. ADDITIONAL TERMS: In the event of conflicts or discrepancies among the contract documents, the City of Ashland Contract for Personal Services will be primary and take precedence, and any exhibits or ancillary contracts or agreements having redundant or contrary provisions will be subordinate to and interpreted in a manner that will not conflict with the said rims City of Ashland Contract. FINDINGS: Pursuant to AMC 2.50.120, after reasonable inquiry and evaluation, the undersigned Department Head finds and determines that: (1) the services to be acquired are personal services; (2) the City does not have adequate personnel nor resources to perform the services; (3) the statement of work represents the department's plan for utilization of such personal services; (4) the undersigned consultant has specialized experience, education, training and capability sufficient to perform the quality, quantity and type of work requested in the scope of work within the time and financial constraints provided; (5) the consultant's proposal will best serve the needs of the City; and (6) the compensation negotiated herein is fair and reasonable. NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND CONSULTANT AGREE as follows: 1. Findings / Recitations. The findings and recitations set forth above are true and correct and are incorporated herein by this reference. 2. All Costs by Consultant: Consultant shall, at its own risk and expense, perform the personal services described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such service. 3. Qualified Work: Consultant has represented, and by entering into this contract now represents, that all personnel assigned to the work required under this contract are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. 4. Completion Date: Consultant shall start performing the service under this contract by the beginning date indicated above and complete the service by the completion date indicated above. 5. Compensation: City shall pay Consultant for service performed, including costs and expenses, the sum specified above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely terminated, payments will be made for work completed and accepted to date of termination. 6. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of City. 7. Statutory Requirements: ORS 279C.505, 279C.515, 279C.520 and 279C.530 are made part of this contract. 8. Living Wage Requirements: If the amount of this contract is $20,142.20 or more, Consultant is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract and to any Subcontractor who performs 50% or more of the service work under this contract. Consultant is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 9. Indemnification: Consultant agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this contract by Consultant (including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform work or services attendant to this contract). Consultant shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 10. Termination: Contract for Personal Services, Revised 07/08/2014, Page 1 of 5 4 a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. C. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions- i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this contract or are no longer eligible for the funding proposed for payments authorized by this contract; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this contract is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this contract. City by written notice to Consultant of default or breach may at any time terminate the whole or any part of this contract if Consultant fails to provide services called for by this contract within the time specified herein or in any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections a, b, c or d of this section, Consultant shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Consultant shall deliver to City all contract documents, information, works-in-progress and other property that are or would be deliverables had the contract been completed. City shall pay Consultant for work performed prior to the termination date if such work was performed in accordance with the Contract. 11. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City. Consultant shall have the complete responsibility for the performance of this contract. Consultant shall provide workers' compensation coverage as required in ORS Ch 656 for all persons employed to perform work pursuant to this contract. Consultant is a subject employer that will comply with ORS 656.017. 12. Assignment and Subcontracts: Consultant shall not assign this contract or subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or Subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 13. Default. The Consultant shall be in default of this agreement if Consultant: commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract; its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a QRF if consultant has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Contract; or attempts to assign rights in, or delegate duties under, the Contract. 14. Insurance. Consultant shall at its own expense provide the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each claim, incident or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract. C. General Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property Damage. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one.. $200,000, $500,000, $1,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as a licable. Contract for Personal Services, Revised 07/08/2014, Page 2 of 5 e. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice from the Consultant or its insurer(s) to the City. f. Additional Insured/Certificates of Insurance. Consultant shall name The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies required herein but only with respect to Consultant's services to be provided under this Contract. The consultant's insurance is primary and non-contributory. As evidence of the insurance coverages required by this Contract, the Consultant shall furnish acceptable insurance certificates prior to commencing work under this contract. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self- insurance. 15. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Consultant that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Consultant, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. 16. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 17. Nona ppropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the de ry of written notice to Consultant, with no further liability to Consultant. Certification. Consultant shall sign the certification attache he - i it and herein incorporated by reference. Consultant: City of shland By t--- By Sig ure Department Head I l JC}~'1n F egon ~ Bill Molnar Communit Development Director Print Name Print Name 'c(e~-t Z 6.2 I b Title Date j W-9 One copy of a W-9 is to be submitted with the signed contract. Purchase Order No. Contract for Personal Services, Revised 07/08/2014, Page 3 of 5 EXHIBIT A CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Contractor is not subject to backup withholding because (i) it is exempt from backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent Contractor as defined in the contract documents, and has checked four or more of the following criteria: (1) 1 carry out the labor or services at a location separate from my residence or is in a specific portion of my residence, set aside as the location of the business. (2) Commercial advertising or business cards or a trade association membership are purchased for the business. (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only Pursuant to written contracts. (5) Labor or services are performed for two or more different persons within a period of one year. (6) 1 assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided. Co tractor (Date) Contract for Personal Services, Revised 07/08/2014, Page 4 of 5 CITY OF ASHLAND9 OREGON EXHIBIT B City of Ashland LIVING i of 1 91 all WA E • • per hour effective June 30, 2014 (Increases annually every June 30 by the rr Consumer Price Index) portion of business of their 401K and IRS eligible employer, if the employer has cafeteria plans (including ten or more employees, and childcare) benefits to the has received financial amount of wages received by assistance for the project or the employee. For all hours worked under a business from the City of service contract between their Ashland in excess of Note: "Employee" does not employer and the City of $20,142.20. include temporary or part-time Ashland if the contract employees hired for less than exceeds $20,142.20 or more. o- If their employer is the City of 1040 hours in any twelve- Ashland including the Parks month period. For more r For all hours worked in a and Recreation Department. details on applicability of this month if the employee spends policy, please see Ashland 50% or more of the r In calculating the living wage, Municipal Code Section employee's time in that month employers may add the value 3.12.020, working on a project or of health care, retirement, For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520 or visit the city's website at www.ashland,or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Contract for Personal Services, Revised 07/08/2014, Page 5 of 5 i Ashland Envision Tomorrow - Phase II Task 1: Preparation for Planning Commission Study Sessions City staff will schedule study sessions with the Planning Commission and City Council. City staff and FA will work together to prepare meeting materials. • Schedule PC and CC study sessions (City staff) • Schedule call to prepare for study session (City staff) • Prepare meeting materials (packet and presentation) [City staff and FA] • Compile Buildable Land Inventory (BLI) Map and information (City staff) • Condense October 2015 Fregonese Memo into shorter piece (City staff) • Develop list of draft goals that successful infill would accomplish (City Staff and FA) Deliverable: • Packet Materials and Presentation (City staff andl FA) • List of draft goals that successful infill would accomplish (City Staff and FA) Task 2: Planning Commission Study Sessions First study session with the Planning Commission will cover the original project and purpose, BLI information and introduce the ROI analysis and ET tool. The second study session will cover the ET findings for Ashland Transit Triangle and discuss possible next steps for implementation. Include photo examples of similar location/scale/type transit corridor projects. FA staff will attend and participate. Deliverables: • List of PC issues and concerns (City staff) Tentative Dates: • October 11 • November 22 Task 3: Model Refinements Discuss previously raised City staff concerns and potential model adjustments. Review average costs and determine if updates needed. Conduct brief interviews with last year's data sources to understand any changes in market or prices • Schedule conference call (FA) Deliverable: 1 s • Conference call meeting notes (FA) • Updated model (possible) [FA] Task 4: Preparation for City Council Study Session Prepare additional information regarding impacts of required public improvements on ROI (e.g., widening sidewalks on property frontage, installation of street trees, ROW dedications), impacts of streetscape enhancements on redevelopment, incremental street improvements compared to coordinated corridor approach and pros and cons of public/private partnerships in capital investments. Potentially tie in climate action plan benefits of corridor redevelopment. Coordinate and prepare packet and presentation materials for study session. Develop 2 photo simulations of the prototype buildings showing the improvements and the buildings in a photorealistic simulation for the presentation. Develop comprehensive estimate of infill success and compare results to listed city goals in Task 1. Quantify the benefits to the City in achieving its goals. List the specific policies and actions that would make those goals achievable (goes beyond just fixing the zoning) • Schedule CC study session (City staff) • Schedule focus group meeting (City staff) • Identify focus group participants (City staff) • Prepare and mail notice to focus group (City staff) • Schedule 1- 2 calls to prepare for study session (FA) o Debrief for study session 1 o Review meeting presentation • Prepare meeting materials (packet and presentation) [FA] Deliverables: • Conference call meeting notes (FA) • Packet Materials and Presentation (FA, John and Scott will lead) Task 5: City Council Study Session Meet with City Council to review and discuss the original project and purpose, introduce the ROI analysis and ET tool review, present ET findings for Ashland Transit Triangle and discuss possible next steps for implementation. Include photo examples of similar location/scale/type transit corridor projects. Meet with focus group from the development community at a separate meeting and perform a similar presentation. • Development Feasibility Testing 2 o Use ET tools to identify areas that have sufficient market strength to support infill and redevelopment o Develop complete policy package that will achieve success using other City tools (e.g. partnership, public improvements, publicity, fee waivers, affordable housing inclusion, etc.) o Examine potential for developing an offering of a prototype development to test the market reaction to a specific site proposal (requires a cooperative property owner) Deliverables: • Meetings summary memo including identification of PC/CC issues and concerns and focus group issues (FA) Tentative Date: • December 19 Task 6: Study Session 2 Debrief Discuss study session 2 and potential next steps. • Schedule and hold meeting or conference call (FA) Deliverable: • Conference call meeting notes (FA) 3 lelold=l 00000000 r qt co ao co 0 N r` LO O LO m m (D w T- d- LO N rr•- O N (/}61)- 60- 60- 6.69- ~64)- a~Sl~ o CD CD aoCD pined aoAor xaIy Lo N "'t 0 0 00 00 o asauo6aajT- NICrNT ooocfl pooS 09- asauo6aaj N N 1- 00 CO 00 CO uyor a~ m 0 o N M O.. 7d o O o 7~ O E H U 7~ ~ o O U • to a~ O 7~ 4-1 O cn 4a $ - c U Q O m N M ct `O C CD _ -14 ~ .O ct O ct ct~ ct C O O L 0 a Ate` CERTIFICATE of LIABILITY INSURANCE °A4(MMIDWYYYY1 4/e/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE )DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WANED, 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 cindy Cromwell NAME: Zlliott Powell Baden and Bakor Inc. pH4~c , (503) 227-1771 F C No: (503)274--7644 1521 S.W. Salmon, Street IL ADDRPRqz- ccromraell@epbb. com INSURERS AFFORDING COVERAGE NAIC r, Portland OR 97205-1783 INSURERA:Sen,tine1 Insurance Co LTD 11000 INSURED INSURER E :SAIF Co OratiOn 52412 FR GOMSE & .ASSOCIATES, INC INSURERC:WaStchaStcr Fire Insurance 1525 Sw PARR AVE. INSURER D: INSURER E : PORT7,,P,ND OR 97207 INSURER F: COVERAGES CERTIFICATE NUMBER:15-16 G1 AU WC 4 E&O REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELCW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED- NOTWITHSTANDING ANY REQUIREMENT, TERNS 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. IN TR R TYPE OF INSURANCE POLICY NUMBER PO DO E i I IC EXP LIMI 15 X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 To RENTED A CLAIMS-MADE OCCUR AMA $ 1,000,000 X 52SEANW4493 3/1/2015 3/1/2016 MW EXP (Any ono person) S . 10,000 PERSONAL & ADV INJURY S 1,000,000 GEN'LAGGREGATE LIMITAPPUESP~ GENERAL AGGREGATE $ 2,000,000 x POLICY JECTT LOC PRODUCTS - CQMPlOP AGG s 2,000,000 OTHER: VAUTO S AUTOMOBILE LIABILITY MB1N t SINGLE LIMIT S 1,000,000 & 22;44n A X ANY AUTO BODILY INJURY (Per person) S ALL OWNED SCHEDULED 52UE:CJE[5924 3/112015 3/1/2016 BODILY INJURY(Paraccident) S 1 AUTOS NN -OVVMD PROPEAYY DAMAGE- HIRED AUTOS AUTOS P-v i4pignt) PIP-B"fc S $ UMBRELLA LIAB OCCUR EACH OCCURRENCE S 11000,000 A EXCESS L1A6 I CLAIMS•MAOE AGGREGATE. S 1,000,000 OED RETENTIONS 52SAi' K4493 3/1/2015 3/1/2016 S WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY I ER u!A E.L. EACH ACCIDENT 5 1,000,000 ANY PROPRIVOWPARTNMEYECUTNE j YIN OFRCEWMEMBER EXCLUDED? $ 900667 3/1/2015 31112015 (Mandatory in NEI) E.L. DISEASE - EA EMPLOYE S 1 000 000 If ym doscritsc undor i DESCRIPTION OF OPERATIONS Iwlaw F-L DISEASE -POLICY LIMIT S 1 000 000 C Profezz ,anal Liability 627571256001 3/27/2015 3/2712016 2,000,000 r DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addltlouai Remarks Schadulo, may ba aftched if more space Is roqutred) The certificate holder is lncluded as an additional 1nsurad as respects the operation of the named insured per attached SSO008 04/05. I II fi CERTIFICATE HOLDER CANCELLATION (541)488-5311 haxrism@ ashland . o>r - US SHOULD ANY OF THE ABOVE DESCRIBED POLICIES SE CANCELLED BEFORE City of Ash.]-=ric3 THE EXPIRATION DATE THEREOF, NOTICE WILL 13E DELIVERED IN 20 East Main Stxeot ACCORDANCE VATii THE POLIGY PROVISIONS. Ashland, OR 97520 AUTHORIZED REPRESENTATIVE i f Cindy Craxwell/C$ ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD 1NS025 r~m4mti I~ BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage- Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Ln Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions- Q A. COVERAGES (a) The "bodily injury„ or "property damage" is caused by an 0 1. BUSINESS LIABILITY COVERAGE (BODILY `"occurrence" that takes place in the INJURY, PROPERTY DAMAGE, PERSONAL of territory", o AND ADVERTISING INJURY) or "property (b) The "bodily injury If 0 Insuring Agreement 0 damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured Lnn damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and G. - Who Is An Insured and no advertising: injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury„ seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior is the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption ` "occurrence" or offense and settle any claim of such "bodily injury„ or "properly _ or "suit" that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be _ this insurance applies. deemed to have been known to have No other, obligation or liability to pay sums or occurred at the earliest time when any perform acts or- services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. Who Is An Insured or any "employee" authorized by you to give or receive notice Extension -Supplementary Payments. b of an "occurrence" or claim: _ This insurance applies: (1) Reports all, or any part, of the „bodily 41) To bodily injury" property injury'" or ""property damage" to us or damage" only if: any other insurer; Form SS 00 08 04 05 Page 1 of 24 0 2005, The Hartford 1 BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage", or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for, "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur, accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resuBting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or, physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an ''occurrence", but only if. (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or, traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability Coverage for "bodily injury" applies We (b) You are not engaged in the do not have to furnish these bonds. business or occupation of providing such services. (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one Hoccurrence investigation or defense of the claim or . ""suit", including actual loss of earnings 2. IVIEAICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. if we make an offer to pay the rent; or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer. provided that; (7) All interest on the fuel amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance the accident; and Any amounts paid ender (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABtLiTY COVERAGE FORM b. if we defend an insured against a "suit" So long as the above conditions are met, and an indernitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are mete necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and wilt w not reduce the Limits of Insurance. (3) The obligation to defend, or the cost of Our obligation to defend an insureds the defense of, that indemnitee, has indemnitee and to pay for attorneys' fees also been assumed by the insured in c~ the same "insured contract'"; and necessary litigation expenses as , Supplementary Payments ends when: a (4) The allegations in the "suit" and the We have used up the applicable limit information we know about the of insurance in the payment of "occurrence" are such that no conflict judgments or settlements; or appears to exist between the interests ° of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in ° (5) The indemnitee and the insured ask Paragraph (6) above, are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury _ (6) The indemnitee: (1) "Bodily injury„ or, "property damage" (a) Agrees in writing to: expected or intended from the standpoint of the insured. This (i) Cooperate with us in the exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the "suit'"; from the use of reasonable force to ` (ii) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with (1) "Bodily injury" or "property damage"; or respect to coordinating other applicable insurance available (2) "Personal and advertising injury to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization toy liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for, damages because of, "suit"; and (a) "Bodily injury", "property damage" or (ii) Conduct and control the "personal and advertising injury" that defense of the indemnitee in the insured would have in the such "writ"- absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 t BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of (1) above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided; assumed by the insured cinder an "insured (i) Liability to such party for, or for contract", the cost of, that party's defense f. Pollution has also been assumed in the (1) "Bodily injury„ "property damage" or same "insured contract", and "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or altemative dispute of "pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged_ location which is or was at any Liquor Liability time awned or occupied by, or c. y rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be }geld liable by not apply to; reason of: (6) "Bodily injury„ if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for, personal use, by use of alcoholic beverages. the building's occupants or their guests; This exclusion applies only it you are in the business of manufacturing, distributing, (ii) "Bodily injury" or "property selling, serving or famishing alcoholic damage" for which you may be beverages held liable, if you are a contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law additional insured at that e. Employer's Liability premises, site or location and "Bodily injury" to.- such premises, site or location (1) An "employee" of the insured arising is not and never was owned or out of and in the course of. occupied by, or rented or loaned to, any insured, other (a) Employment by the insureds or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed r transported, handled, stored, by you or on your behalf by a treated, disposed of, or- processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, smoke or fumes from a (ii:) Any person or organization for "hostile fire"; or' whom you may be legally responsible; (e) At or from any premises, site or location on which any insured or any rn (d) At or from any premises, site or h contractors or subcontractors o location an which any insured or working directly or indirectly on any Ln any contractors or subcontractors insured's behalf are performing c, working directly or indirectly on operations if the operations are to any Tnsured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to ar in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations by such insured, contractor, or (2) Any loss, cost or expense arising out subcontractor. However', this of any: subparagraph does not apply to. (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, _ escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or IT pollutants', or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for, damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 . r BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Car Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes L War operation and "loading or unloading". "Bodily injury" "property damage" or This exclusion applies even if the claims "personal and advertising injury" however against any insured allege negligence or caused, arising, directly or indirectly, out of- other wrongdoing in the supervision, hiring,, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which Warlike action by a military farce, caused the "bodily injury" or ">property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any govemrr~ent, any aircraft, "rau#o" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured (3) Insurrection, rebellion, revolution, This exclusion does not apply to. usurped power, or action taken by governmental authority in hindering or (1} A watercraft while ashore on premises defending against any of these. you own or rent; J. Professional Services (2) A watercraft you do not own that is, "Bodily injury" "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes but is not limited to. (3) Parking an "auto" on, or on the ways next to, premises your own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any „insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment fasted in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew, However, this fi exception does not. apply if the insured Any service, treatment, advice or instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, grooming; contingent or on any other basis (7) Optical or hearing aid services h. Mobile Equipment including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of "mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 e BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or sirnilar products, fewer consecutive days.. A separate Limit (9) Any, of Insurance applies to Damage To Premises Rented To You as described in (a) body piercing (not including ear Section D. - Limits Of Insurance.. piercing); Paragraph (2) of this exclusion does not (b) Tattooing, including but not limited apply if the premises are "your v+rork" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you_ (c) Similar services; Paragraphs (3) and (4) of this exclusion do r` (10) Services in the practice of pharmacy; not apply to the use of elevators., and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. to site design, Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to not apply to the incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site- CD Paragraph 1.e, in Section A. - Coverages- Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage" to, "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" " incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your work replacement, enhancement, "Property damage" to "your work" arising restoration or maintenance of such property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the "property damage" arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or ---Property Not Physically Injured (4) Personal property in the care, custody or control of the insured; "Property damage" to "impaired property" or property that has not been physically (5) That particular pars of real property on injured, arising out of. which you or any contractors or subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or "your work"; or arises out ofthose operations; or (2) A delay or failure by you or anyone ' (6) That particular, part of any property acting on your behalf to perform a that mast be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work' after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 t BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work: Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting, repair, replacement, adjustment, removal (b) Designing or determining content or disposal of of web sites for others; or (1) "Your product"-, (c) An Internet search, access, (2) "Your work", or content or service provider. (3) "Impaired property", However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury". linking to others on your web site, by itself, is not considered the business (1) Arising out of oral, written or electronic of advertising, broadcasting, publication at material, if done by or at publishing or telecasting; the direction of the insured with knowledge of its falsity; (9) Arising out of an electronic chat room or bulletin board the insured hosts, (2) Arising out of oral, written or electronic owns, or over which the insured publication of material whose fast exercises control, publication took place before the beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another"s name or product in your e-mail address, domain name or metatags, or, by or, at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers, except an implied contract to use (11) Arising out of the violation of a another`s "advertising idea" in your persons right of privacy created by "advertisement"; any state or federal act (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement", (6) Arising out, t,, of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web sate; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other' designation of origin or displayed within a frame or border authenticity on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your- web site, or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity: or content on your web site; Page 8 of 24 Form SS 00 08 04 05 9 1 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, boards or other or damage of any nature or kind to securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in humiliation committed by or at the part but for the "asbestos hazard"; direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for', monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in o use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or, "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury„ or "personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating, detoxifying or neutralizing or in any (1) A person arising out of any: way responding to or assessing the (a) Refusal to employ that person, effects of an "asbestos hazard"- (b) Termination of that person's t. Violation Of Statutes That Govern E- LO employment; or Mails, Fax, Phone Calls Or Other cv (c) Employment related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury" "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law-, " "personal and advertising injury" to the person at whom any of the (2) The CAN-SPAN Act of 2003, including employment-related practices any amendment of ar addition to such law; or described in Paragraphs (a), (b), or (c) above is directed. (3) Any statute, ordinance or regulation, This exclusion applies, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h_ and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily iinjury" "property damage" or explosion to premises rented to you or "personaC and advertising injury„ temporarily occupied by you with permission of arising out of the "asbestos hazard the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form S5 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We viilt not pay expenses for "bodily injury"_ are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured, except "volunteer workers" 2. Each of the following is also an insure& b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured, performing duties related to the conduct of your business, or your "'employees", other c. Injury On Normally Occupied Premises than either your "executive officers" (if you To a person injured ors that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their, employment by you or while performing duties related to To a person, whether or not an the conduct of your business_ '"employee" of any insured,. if benefits for the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation ,"volunteer workers" are insureds far: or disability benefits law or a similar law. (1) "Bodily injury" or' "personal and e. Athletics Activities advertising injury"-- To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business LiabiRy Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business, 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (C) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages beCaUSe of the injury described in Paragraphs {1 }(a} or c. A limited liability company, you are an (b} above: or insured. Your members are also insureds, but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services, managers. if you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your "executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors, you to provide such services. Your stockholders are also insureds, but only (2) "Property damage" to property- with respect to their liability as stockholders. (a) Owned, occupied or used by. Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any purpose by you, any of your (1) "bodily injury" or "property damage" that occurred; or "employees" "volunteer workers", any partner or member (if you are (2) 'Persona[ and advertising inj~iry" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company), organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or, any organization your name under any motor vehicle registration ~ while acting as your real estate manager. law, any person is an insured while driving such t°a c_ Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured Ln (2) Until your legal representative has with respect to: °o been appointed. a, "Bodily injury" to a co-'"employee" of the ~ d. Legal Representative If You Die person driving the equipment, or * Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by ---W representative will have all your rights and you or the employer of any person who is duties under' this insurance. an insured under this provision. e. Unnamed Subsidiary 5, Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with permission. An effective date of this Coverage Part. your perm Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability, insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is " maintain financial interest of more than 50% of an insured under this provision, the voting stock, will qualify as a !`lamed Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However. Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 184th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure . to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit, with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or- permit, except such operations performed at the vendor's premises in However, no such person or organization is an connection with the safe of the additional insured under this provision if such product; person or organization is included as an (g) products which, after distribution additional insured by an endorsement issued by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. Optionat Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury„ or "property damage,t arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury„ or "property damage" arising its employees or anyone else out of "your products" which are distributed acting an its behalf, However, this or sold in the regular course of the vendor's exclusion does not apply to business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (I The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or, container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products, vendor would have in the absence of the contract or agreement, b. Lessors Of Equipment (b) Any express warranty ('I) Any person or organization from whom you lease equipment; but only unauthorized by you; with respect to their {lability for "rbodily (c) Any physical or chemical change injury" "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (ot) Repackaging, , except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment, performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury„ "property damage" r-q leased to you. or "personal and advertising (2) With respect to the insurance afforded injury„ arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality, or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" Q place after you cease to lease that included within the - "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party o (b) Structural alterations, new (1) Any other person or organization who u construction or demolition is not an insured under Paragraphs a. operations performed by or on through e_ above, but only with behalf of such person or respect to liability for "bodily injury", 4c organization. property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your, acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury" "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. W The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury" "property damage" or coverage for "bodily injury" or "persona4 and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, of to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury" "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or, surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury" insureds are described in Section D. - Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations, respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of ail damages because of all the Declarations "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or "shits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or, explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a, Damages because of "bodily ir~iury" ' and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage resuits from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the f. How Limits Apply To Additional Insureds Declarations. b. Damages because of all other "bodily The most we will pay on behalf of a person or injury" "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part art is the lesser of. expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations, written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by er rented to you b.' The Limits of Insurance shown in the "Location" means premises involving the declarations. same er connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or, applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim ar "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim cr "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be w Declarations, unless the policy period is extended liable to the insured because of injury o after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes d. Obligations At The Insureds Own Cost of determining the Limits of Insurance. No insured will, except at that insured's own E. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or- incur any expense, other 1. Bankruptcy than for first aid, without our consent. 0 tn Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance a the insured's estate will not relieve us of our If we cover a claim or "suit" undei: this obligations under this Coverage Part. Coverage Part that may also be covered 4C 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. - You or any additicrial insured must see to However, this provision does not apply to it that we are notified as soon as practicable of an "occurrence" or an the extent that you have agreed in a _r._.. offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and 6. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is if a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must insured is a partnership; (1) immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (S) Any trustee, if you or, an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity, Form SS 00 08 04 05 Page 15 of 24 a BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3, Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "properly damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. "mobile equipment" to if other valid and collectible insurance is b. With respect to - available for which this insurance applies, we will a loss we saver under this provide any liability, uninsured motorists, Coverage Part, our obligations are limited as follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a• Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies- If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b• Excess insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis all of its terms have been frilly complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for "your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or- that are in excess of the That is fire, lightning or explosion applicable limit of insurance An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative, (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies: a. As if each Named Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos" or watercraft to a claim is made or "suit" is brought. the extent not subject to Exclusion g. of Section A. - Coverages- 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use of Elevators By accepting this policy, you agree- If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 - 1 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total-amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured- Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Fart. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow 0 Part: this method also. Under this approach, Ln (a) Primary Insurance When each insurer contributes equal amounts o Required By Contract until it has paid its applicable limit of insurance or none of the loss remains, ~ This insurance is primary if you whichever comes first. have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including _ permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured mast do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage, other insurance to which the additional b, Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit"_ If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 06 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable irl the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional lnsured - Optional Additional Insured Coverages apply Grantor 0,11 Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you_ by Written Contract., Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or, organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below. Insured - Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to iability for "bodily Organization injury" "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole of amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such person(s) or organization(s). Declarations, but only with respect to liability for "bodily injury" "property damage" or b_ nth respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf, equipment. a. In the performance of your ongoing 5. Additional Insured ; Owners Or Other operations; or Interests From Whom Land Has Been b.. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of b. With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following Declarations. additional exclusions apply- b. With respect to the insurance afforded to This insurance does not apply to, these additional insureds, the following additional exclusions apply: (1) Any "occurrence" that takes place This insurance does not apply to- after, you cease to lease that land; or (1) Any "occurrence" which taxes place E2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations performed by or on behalf of such premises; or person or organization. (2) Structural alterations, new 6. Additional Insured - State Or Political construction or demolition operations Subdivision Permits performed by or, on behalf of such person or organization. a. WHO IS AN INSURED under Section C_ is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured - State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has Issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, instatlation, This insurance does not apply to_ servicing or repair operations, except such operations performed (1) "Bodily injury" "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; m the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured -Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property h o insured the person(s) or organization(s) damage" arising out of the sate Lnn (referred to below as vendor) shown in the negligence of the vendor for its N Declarations as an Additional Insured - own acts or omissions or those a Vendor, but only with respect to "bodily its employees or anyone e4se injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (ii) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or (ii) Such inspections, = "property damage" included within the ) ad justrnents, tests or servicing "products-completed operations hazard as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (9) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement- whom you have acquired such _ This exclusion does not apply to products, or any ingredient, part or ~~~liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such s of the contract or agreement; products. (b) Any express warranty 8. Additional Insured - Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is ° (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured - (d) RepacKaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or- substitution of pa its under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 f BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. - Limits Of operations performed by or for that person or Insurance, organization. How this insurance applies when other insurance 9. Additional Insured - Owners, Lessees Or is available to an additional insured is described in Contractors - Scheduled Person Or the Other Insurance Condition in Section E. - Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured - Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your behalf: {2} Television; (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s); or Newspaper„ (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c, Any other publication that is given coverage for "bodily injury" or widespread public distribution, "property damage" included within the However, "advertisement" does not include,- "products-completed operations hazard a. The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury" "property damage" or "personal an advertising b- An interactive conversation between or, injury" arising out of the rendering of, or among persons through a computer network, the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and spec;nations; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities, equipment. But "auto" does not include 10. Additional insured - Co~Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b_ Sickness; or the person(s) or Organization(s) shown in the c. [Disease Declarations as an Additional Insured Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time, premises shown in the Declarations, 0. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada, if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or, c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means (1) Goods or products made or sold by you in the territory described in a. above; a_ A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) „Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. - Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance, cl-I rv damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, N possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 54 ' settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury„ or "property 8. "Employee" includes a "leased worker". damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property damage" is caused, in whole or in part, by worker". you or by those acting on your behalf 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or an other Y contract or agreement. similar governing document. Paragraph f. includes that part of any 1 Q. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your, work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement. Form SS 00 08 04 05 Page 21 of 24 • BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicle's not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the primary cause of the injury or {1) Air' compressors, pumps and damage; or generators, including spraying, welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or, assumes liability for an injury or, damage arising out of the insureds (2) Cherry pickers and similar devices rendering or failure to render used to raise or lower workers, professional services, including those f. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm, to perform duties related to the conduct of will be considered "autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker" gross vehicle weight, designed 14. "Goading or unloading" means the handling of primarily €ov property- (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or "auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or (2) Cher automobile and rnilaro devices "auto"; or mounted pickers c. While it is being moved from an aircraft, chassis and used to raise or Io)pJer watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other, than a hand tiuck, that is not geophysical exploration, lighting and attached to the aircraft, watercraft or "auto". well servicing equipment. 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of f and vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment. the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal! and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising Off public roads; out of one or more of the following offenses: b. Vehicles maintained for use so?ely on or a. False arrest, detention or imprisonment; next to premises you own or vent, b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted. Page 22 of 24 Form SS 00 08 04 06 s BUSINESS LIABILITY COVERAGE FORM C. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent, e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a ;person's right of "property damage" arising out of: privacy, f. Copying, in "advertisement", a (1) The transportation of property, un#ess Your the injury or, damage arises out of a person's or organization's "advertising condition, in or on a vehicle not owned idea" or style of "advertisement"; or operated by you, and that condition g. lnfrsngement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement", or insured; or a, 0 h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled rl~ injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means; thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19_ "Products-completed operations hazard"; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or "your work" except: "occurrence" that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is - possession; or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury" "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job, site has been completed if insured must submit or does submit with your contract calls for work at our consent; or more than one job site, b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor, or subcontractor furnished to you to substitute for a permanent wonting on the same project- "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who. a. Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 ~ w BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work ;performed for you. 25. "Your work". 24. "Your product": a. Means a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by. furnished in connection with such work (a) You, or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired,, and of "your work"; and (2) Containers father than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions, furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and Rage 24 of 24 Form SS 00 08 04 05 Purchase Order Awl Fiscal Year 2017 Page: 1 of: 1 B City of Ashland I ATTN: Accounts Payable Purchase 20 E. Main Ashland, OR 97520 Order # 353 T Phone: 541/552-2010 O Email: payable@ashland.or.us V FREGONESE ASSOCIATES INC H CIO Planning Division E 1 51 Winburn Way N 1525 SW PARK AVENUE SUITE 200 p Ashland, OR 97520 D PORTLAND, OR 97201 Phone: 541/488-5305 O T Fax: 541/552-2050 R O -Vrir PhQnJ@mbeL=end-C_~m_ 503 228-3054 Bill Molnar Qate_rdr~i= -V~ndQr 10/05/2016 1365 FOB ASHLAND OR City Accounts Payable rz ME [mm4 - Triangle Transit Study 1 Refine and adjust scenario ptannin model for the triangle transit 1 $24,900.0000 $24,900.00 study area in south Ashland and conduct a series of public meetings including a focus group, Planning Commission and City Council per attached scope of services. Contract for Personal Services Beginning date: 10/01/2016 Completion date: 06/30/2017 GL SUMMARY 092700 - 604100 $24,900.00 Date: hJu 16 - Authorized Signature $24,900.00_, FOB 43 CITY OF ASHLAND REQUISITION Date of request: 9/20/2016 Required date for delivery: Vendor Name FREGONESE ASSOCIATES INC Address, City, State, Zip 1525 SW PARK AVE, SUITE 200, PORTLAND, OR 97201 Contact Name & Telephone Number SCOTT FREGONESE, (503) 228-3054 Fax Number (503) 525-0478 SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached Attach co of council communication _(If council approval required, attach co of CC ❑ Small Procurement Cooperative Procurement Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon Date approved by Council: ❑ Direct Award Contract # ❑ Verbal/Written quote(s) or proposal(s) (Attach copy of council communi :anon) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract # GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract $5,000 to $100,000 ❑ Written quote or proposal attached Agency ❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract # PERSONAL SERVICES 1:1 Special Procurement Intergovernmental Agreement $5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency ❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council: ❑ (3) Written proposals/written solicitation Date approved by Council: (Date) ❑ Form #4, Personal Services $5K to $75K Valid until: Date - (Attach copy of council communication) Description of SERVICES Total Cost Refine and adjust scenario planning model for the triangle transit study area in south Ashland and conduct a series of public meetings including a focus group, Planning Commission and City NOT TO EXCEED Council per attached scope of services. $245900.00 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST F-1 Per attached quote/proposal ~ NOT TO EXCEED m $24,900.00 Project Number - - - - - - - - - - Account Number 110-09-27-00-604100 Account Number - - - - Account Number - - - - *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actu enditures. IT Director in collaboration with department to approve all hardware and software purchases: 1 T8irecTor Date Support -Yes / No By signing this requisition form, I certify that the City's public contracting requirements have been satisfied.` Employee: a a Department Head-i ~JEqualtoo'gr ter than $5,000) Department Manager/Supervisor: City Administrate ' J/X~~J_, (Equal to or greater than $25,000) Y Funds appropriated for current fiscal year: YES / NO Finance Director- (Equal to or greater than $5,000) Date Comments: Form #3 - Requisition CITY OF ASHLAND FORM #4 DETERMINATIONS TO PROCURE PERSONAL SERVICES $5,000 to $75,000 To: Dave Kanner, Public Contracting Officer From: Bill Molnar, Community Development Director Date: September 27, 2016 Re: DETERMINATIONS TO PROCURE PERSONAL SERVICES In accordance with AMC 2.50.120(A), for personal services contracts greater than $5,000, but less than $75,000, the Department Head shall make findings that City personnel are not available to perform the services, and that the City does not have the personnel or resources to perform the services required under the proposed contract. However, the City Attorney, the Public Contracting Officer, or Local Contract Review Board, can require a formal solicitation for bids to ensure that the purposes of this chapter are upheld. BacklZround The City Council identified a project to develop infill strategies for Ashland's transit corridors in the southeastern portion of the city as one of three high priority long range planning projects in March 2014. Specifically, the project objectives are: 1) develop and analyze scenarios accommodating varying levels of future employment and housing growth; 2) identify strategies to encourage a concentration and mix of housing and jobs; and 3) identify strategies to increase the desirability of the corridors for residential living. Fregonese Associates (FA) performed an evaluation of land use scenarios for the triangular transit area of Ashland St., Siskiyou Blvd., and Tolman Creek Rd. using the Envision Tomorrow (ET) planning software. This project involves staff and FA presenting the project and the findings from the ET analysis and potential next steps at a series of study sessions with the Planning Commission and City Council. Additionally, FA has extensive experience throughout the country in development and implementation of strategies and plans for transitioning underdeveloped areas into a mix and intensity of uses that support transit and walking and bicycling trips. FA will describe and discuss potential approaches to addressing the transit triangle in Ashland at the study sessions. The scope will also include staff training related to ET capacity to perform basic analysis. FA developed the ET model and conducted scenario planning incorporating return on investment and redevelopment analysis for the study area. ET has been used throughout Oregon and the U.S. and is a suite of planning tools that can help identify the sites within a study area that have the greatest potential for change given market conditions, transportation choices, public infrastructure, and zoning requirements. ET includes a return on investment (ROI) model and redevelopment analysis tools that can Form #4 - Department Head Determinations to Procure Personal Services, Page 1 of 2, 9/2712016 s identify which parcels are ripe for redevelopment, and what the market is capable of delivering, given current costs and rents. By understanding the market potential for development, the model can identify zoning and infrastructure challenges and inform how policy changes could alter the infill and redevelopment capacity within the study area. The estimated cost is of the project is $20,820 with a contingency of $4,080 to respond to additional information or meeting requests and needs that may originate from the public meeting process. The project deliverables include several study session meeting, ET model refinement, staff training and presentation materials and packet information for study session meetings. The timeline of the intended contract will be October 1, 2016 to June 30, 2017. A scope of services has been developed which outlines the work plan and tasks involved in the analysis, and will be attached to the contract as required. Pursuant to AMC 2.50.120(A), has a reasonable inquiry been conducted as to the availability of City personnel to perform the services, and that the City does not have the personnel and resources to perform the services required under the proposed contract? ET is a free software package that utilizes GIS data for scenario planning. FA developed the software and has the in-depth knowledge of the model to address detailed and intricate questions that may be generated by appointed and elected officials. The consultant team includes planning and redevelopment experts with expertise in GIS-based scenario planning and real estate economics. Additionally, FA has extensive experience throughout the country in development and implementation of strategies and plans for transitioning underdeveloped areas into a mix and intensity of uses that support transit and walking and bicycling trips. Form #4 - Department Head Determinations to Procure Personal Services, Page 2 of 2, 9/27/2016