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HomeMy WebLinkAbout2019-197 20190530 Fregonese Associates I , PERSONAL SERVICES AGREEMENT (greater than $25,000.00) CONSULTANT: Fregonese Associates CITY OF CONSULTANT'S CONTACT: Scott Fregonese �S H LAN D 20 East Main Street ADDRESS: 1525 SW Park Ave., Suite 200, Portland, OR Ashland, Oregon 97520 97201 Telephone: 541/488-5305 Fax: 541/552-2050 TELEPHONE: (503) 228-5054 EMAIL: scott@frego.com This Personal Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland,an Oregon municipal corporation(hereinafter"City")and Fregonese Associates,a domestic professional corporation ("hereinafter"Consultant"), for on-call planning support services. NOW THEREFORE, in consideration of the mutual covenants contained herein, the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on the date of execution on behalf of the City, as set forth below(the "Effective Date"), and unless sooner terminated as specifically provided herein, shall terminate upon the City's affirmative acceptance of Consultant's Work as complete and Consultant's acceptance of the City's fmal payment therefore, but not later than June 30, 2020. 2. Scope of Work: Consultant will provide on-call planning support for the City of Ashland on an as needed time and materials basis as more fully set forth in the Consultant's Proposal dated May 29, 2019, which is attached hereto as"Exhibit A" and incorporated herein by this reference. Consultant's services are collectively referred to herein as the "Work." 3. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other supporting documents shall be construed to be mutually complementary and supplementary wherever possible. In the event of a conflict which cannot be so resolved,the provisions of this Agreement itself shall control over any conflicting provisions in any of the exhibits or supporting documents. 4. All Costs Borne by Consultant: Consultant shall, at its own risk, perform the Work described above and, unless otherwise specified in this Agreement, furnish all labor, equipment, and materials required for the proper performance of such Work. 5. Qualified Work: Consultant has represented, and by entering into this Agreement now represents,that all personnel assigned to the Work to be performed under this Agreement 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. Page 1 of 6: Personal Services Agreement with Fregonese Associates • 6. ' Compensation: City shall pay Consultant not to exceed the sum of$30,000 (thirty thousand dollars) as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of $30,000 (thirty thousand dollars) without the express, written approval from the City official whose signature appears below, or such official's successor in office. Payments shall be made within thirty (30) days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work, payments will be made for any phase of the Work completed and accepted as of the date of termination. 7. Ownership of Work/Documents: All Work, work product,or other documents produced in furtherance of this Agreement belong to the City, and any copyright, patent,trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is $21,127.46 or more, Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter,to all employees performing Work under this Agreement and to any Subcontractor who performs 50% or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as"Exhibit B"predominantly in areas where it will be seen by all employees. 10. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its officers, employees, and agents harmless from any and all losses, claims, actions, costs, expenses,judgments, 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 Agreement by Consultant (including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform Work or services attendant to this Agreement). However, Consultant shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs,judgments, or other damages, caused solely by the negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. City's Convenience. This Agreement may be terminated by City at any time upon not less than thirty(30) days' prior written notice delivered by certified mail or in person. c. For Cause. City may terminate or modify this Agreement, 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 Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or Page 2 of 6: Personal Services Agreement with Fregonese Associates ti • iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen(15) days of the date of the notice, or within such other period as the party giving the notice may authorize in writing, then the Agreement 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 Agreement. City, by written notice to Consultant of default or breach, may at any time terminate the whole or any part of this Agreement if Consultant fails to provide the Work called for by this Agreement within the time specified herein or within 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 Agreement. e. Obligation/Liability of Parties. Termination or modification of this Agreement 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 Subsection a, b, c, or d of this section, Consultant shall immediately cease all activities under this Agreement, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Consultant shall deliver to City all Agreement documents, information, works-in-progress and other property that are or would be deliverables had the Agreement been completed. City shall pay Consultant for Work performed prior to the termination date if such Work was performed in accordance with this Agreement. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers'compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Agreement. Consultant is a subject employer that will comply with ORS 656.017. 13. Assignment: Consultant shall not assign this Agreement 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 of the Work shall not create any contractual relation between the assignee or subcontractor and City. 14. 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 under the 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 Page 3 of 6: Personal Services Agreement with Fregonese Associates in its obligations under the Agreement; or attempts to assign rights in, or delegate duties under,this Agreement. 15. Insurance. Consultant shall, at its own expense, maintain 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 $2,000,000 (two million dollars) per occurrence. This is to cover any damages caused by error, omission or negligent acts related to the Work to be provided under this Agreement. c. General Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) per occurrence for Bodily Injury, Death, and Property Damage. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than $1,000,000 (one million dollars) for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable. 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 thirty(30) days' prior 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, excluding Professional Liability and Workers' Compensation, required herein, but only with respect to Consultant's services to be provided under this Agreement. The consultant's insurance is primary and non-contributory. As evidence of the insurance coverages required by this Agreement, the Consultant shall furnish acceptable insurance certificates prior to commencing the Work under this Agreement. 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. 16. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color,religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes,rules and regulations. Further, Consultant agrees not to discriminate against a disadvantaged business enterprise, minority-owned business, woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 17. Consultant's Compliance With Tax Laws: 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and Page 4 of 6: Personal Services Agreement with Fregonese Associates (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17.1.2 Consultant, for a period of no fewer than six(6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 18. Governing Law; Jurisdiction; Venue: This Agreement 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 the Consultant that arises from or relates to this Agreement 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 its signature hereon of its authorized representative, hereby consents to the in personam jurisdiction of said courts. 19. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT 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 AGREEMENT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT,UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 21. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement 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 Agreement. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this Agreement without penalty or liability to City, effective upon the delivery of written notice to Consultant, with no further liability to Consultant. Page 5 of 6: Personal Services Agreement with Fregonese Associates 22. Certification. Consultant shall sign the certification attached hereto as "Exhibit C"and incorporated herein by this reference. CITY OF AS LAN ip Fregonese Associates (CONSULTANT): By: By: City Admini t!it!!� ignature 41. t S co-k-÷ b h e S t. Printed ame • Printed Name D e Title 6/ xi / 7 Date Purchase Order No. (W-9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: /--?zre- Assistant City Attorney Date Page 6 of 6: Personal Services Agreement with Fregonese Associates EXHIBIT B CITY OF ASHLAND, OREGON City of Ashland LIVING ALL employers described WAG E below must comply with City of Ashland laws regulating •a ment of a livin• wa•e. $15.12 per hour, effective June 30, 2018. ilkIna The Living Wage is adjusted annually every June 30 by the Consumer Price Index. Employees must be paid a portion of business of their 401K and IRS eligible living wage: 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: For temporary and employer and the City of $21,127.46. part-time employees,the Ashland if the contract Living Wage does not apply exceeds $21,127.46 or more. ➢ If their employer is the City of to the first 1040 hours worked Ashland, including the Parks in any calendar year. For ➢ For all hours worked in a and Recreation Department. more details, please see month if the employee spends Ashland Municipal Code 50% or more of the ➢ In calculating the living wage, Section 3.12.020. employee's time in that month employers may add the value 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 Page 1 of I EXHIBIT B • EXHIBIT C CERTIFICATIONS/REPRESENTATIONS: Consultant, by and through its authorized representative, 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) Consultant 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. Consultant further represents and warrants to City that: (a) it has the power and authority to enter into this Agreement and perform the Work, (b) the Agreement, when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance with its terms, (c) the work under the Agreement shall be performed in accordance with the highest professional standards, and (d) Consultant is qualified, professionally competent, and duly licensed (if applicable) to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent contractor as defined in the Agreement, it is authorized to do business in the State of Oregon, and Consultant has checked four or more of the following criteria that apply to its business. 7. (1) Consultant carries out the work or services at a location separate from a private residence or is in a specific portion of a private 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 v. listing. (4) Labor or services are performed only pursuant to written contracts. V (5) Labor or services are performed for two or more different persons within a period v 'of one year. (6) Consultant assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission (professional liability) insurance or liability insurance relating to the Work or services to be provided. %i� Consu .nt's si_n. ure 6/ FM Date Page 1 of I EXHIBIT C I, • ■ / 1 ® DATE(MM/DD/YYYY) AC RD CERTIFICATE OF LIABILITY INSURANCE 03/26/2019 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Ronni Phillips NAME: Elliott Powell Baden and Baker Inc. PHONN Ext): (503)227-1771 I FAX No): (503)274-7644 An ISU Network Member E-MAIL rphillips @epbb.com ADDRESS: 1521 SW Salmon Street INSURER(S)AFFORDING COVERAGE NAIC# Portland OR 97205-1783 INSURERA: Sentinel Insurance Co,LTD 11000 INSURED INSURER B: SAIF Corporation 36196 Fregonese Associates,Inc INSURER c: Westchester Fire Insurance Co. 10030 1525 SW Park Ave. INSURER D: INSURER E: Portland OR 97201 INSURER F: COVERAGES CERTIFICATE NUMBER: 19-20 GLA Urn WC E&O REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DDIYYYY) (MM/DDIYYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 A Y 52SBAPW4493 03/01/2019 03/01/2020 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO LOC PRODUCTS $ 2,000,000 JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) _ ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED 52SBAPW4493 03/01/2019 03/01/2020 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X AUHIRED NON-OWNED PROPERTY DAMAGE $ TOS ONLY X AUTOS ONLY (Per accident) _ $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 A EXCESS LIAB CLAIMS-MADE 52SBAPW4493 03/01/2019 03/01/2020 _AGGREGATE $ 1,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION �//� STATUTE EORH AND EMPLOYERS'LIABILITY YIN 1,000,000 B OFFICER/MEMBER EXCLUDED? ANY PROPRIETOR/PARTNER/EXECUTIVE NIA 900667 03/01/2019 03/01/2020 E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1 000 000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ , , Each Claim 2,000,000 Professional Liability C Retro Date: 3/27/1998 G27571256 03/27/2019 03/27/2020 Aggregate Limit 2,000,000 $5000 SIR DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Please see attached SS0008 04/05 endorsement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Ashland,&it's elected officers,officials,&employees ACCORDANCE WITH THE POLICY PROVISIONS. 51 Winburn Way AUTHORIZED REPRESENTATIVE ��pp / Ashland OR 97520 Kf7tltiCf P/7j41QA�' I l// 77 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured 2. Each of the following is also an insured: To any insured,except"volunteer workers". 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 c. Injury On Normally Occupied Premises your business, or your "employees", other than either your "executive officers" (if you To a person injured on 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 To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers"are insureds for: 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 Liability 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 c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or 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 (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" 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 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 (2) Until your legal representative has with respect to: 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 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 effective date of this Coverage Part. your permission. 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 respect to liability arising out of the operation as a named insured does not apply to injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that 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 Named 6. 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 180th 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 sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution 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.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property damage" 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 y acting on 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, (1) 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 (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (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 (d) 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" 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" 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 (b) Structural alterations, new (1) Any other person or organization who 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", 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. (i) 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 "personal 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, or 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 all 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"suits" 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 injury" 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 results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. 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 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 or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or 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 or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. (3) Cooperate with us in the investigation, 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 Declarations, unless the policy period is extended liable to the insured because of injury 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 of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 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 additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a 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 b. 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 (5) 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 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 "property 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. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, 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 fully 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 That is fire, lightning or explosion this insurance or that are in excess of the 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 Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; 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 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 Part. 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 Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. 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 must 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 05 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 in 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 Insured Optional Additional Insured Coverages apply, Grantor Of 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 liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or 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 Declarations, but only with respect to liability person(s)or organization(s). for "bodily injury", "property damage" or b. With 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 the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect to the insurance afforded to these additional insureds, the following This insurance does not apply to: 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 takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such person or organization. (2) Structural alterations, new 6. Additional Insured - State Or Political construction or demolition operations performed by or on behalf of such Subdivision —Permits 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, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendors premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C.is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However,this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs d provides coverage for "bodily injury" or (d)or(f); or "property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured—Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you;or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural 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 (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s); or (5) 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 a. The design, printed material, information hazard". 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 specifications; 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. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 CITY OF FORM #4 AS H LAN D DETERMINATIONS TO PROCURE PERSONAL SERVICES $5,000 to $75,000 To: Kelly Madding,City Adminishator From: Bill Molnar,Community Development Director Date: May 31, 2019 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. Background The Community Development has several long range projects in progress that are scheduled for the FY 2020-2021 budget biennium including revisions to the Croman Mill District, preparation of a vertical housing program, implementation of the housing strategy, update of plaza requirements for the Downtown Design overlay and open space land use ordinance amendments. Four of the five projects are from City Council direction and one project is to improve the development review process (i.e., open space amendments). In addition, staff anticipates additional ordinance amendment work coming from the current 2019 legislative session on missing middle housing types and housing needs analysis, as well as potential updates to the wireless communication facilities ordinance because of new federal legislation. With the reduction of planning staff by 1 FTE for the FY 2020-2021 biennium, planning staff resources may be required to be redirected from the long range program to the current planning program to address the City's obligation under local and state law to process land use applications and permits within required time frames. In an effort to keep the ongoing long range projects moving forward, it may be necessary to use a planning consultant to supplement staff resources. An"on-call"planning services contract is requested to fill in the long range planning work as needed. 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? Fregonese Associate provides a wide range of planning services that can be used for the departments long range planning work. The firm's specialized capabilities that are not covered by staff are physical and financial feasibility analysis, scenario planning, visual preference surveying, and site and streetscape development renderings. Form#4-Department Head Determinations to Procure Personal Services, Page 1 of 2,5/31/2019 Requested Er 1_A. _ _:.4 ,. Date: 42 ' 2-6 i d � 'Approved ..._ Date: 5 Kelly Madding,City A.11 IV ator Comments: Form#4-Department Head Determinations to Procure Personal Services, Page 2 of 2,5/31/2019 1 r FREGONESE I 'L A S S O C I A T E S DATE May 29, 2019 TO Bill Molnar, Community Development Director Maria Harris, Planning Manager FROM Scott Fregonese, Fregonese Associates, Inc. RE On-call planning support services Fregonese Associates is a premier land use planning firm in Portland, Oregon, with an award-winning track record of helping make better cities and regions since 1997. Our dynamic, multi-disciplinary team provides innovative solutions and technical expertise that help shape the way communities and regions grow in concert with their vision of the future. We specialize in comprehensive planning, scenario planning, GIS analysis, project management, visualizations, implementation strategies, and innovative public engagement programs and materials. We have had tremendous success managing complex projects, engaging civic and community leaders, diverse groups of citizens and technical experts to develop feasible solutions to current issues and future growth. We strongly believe in engaging people in meaningful discussions about what they want for their future and in creating plans that can be implemented, considering market and political realities to provide action-oriented strategies and solutions. Fregonese Associates will provide on-call planning support services for the City of Ashland on an as needed time and material basis. Services provided can include but are not limited to the following. • Project management and meeting attendance/presentations (e.g., Planning Commission and City Council study sessions, meetings and public hearings) • Public Involvement (e.g., open house, neighborhood meeting, design workshop) • Project feasibility analysis (e.g., site specific, area, zone) • Scenario planning • Policy research analysis • Land use regulation development • Comprehensive planning and policy development • Economic development/project feasibility analysis • Infrastructure financing and /or technical analysis • Policy research and analysis 1525 SW Park Avenue,Suite 200 Portland, OR 97201 503-228-3054 Fax 503-525-0478 • Urban design/site design/landscape architectural planning Fregonese Associates hourly billing rates are as follows. Principal $210 Sr. Planner $170 GIS Specialist $140 Planner $110 2 . Legal Department Review DOCUMENT TRANSMITTAL AND CONTROL This form will accompany the document through the drafting, review,and signature processes, and will be kept with the City's final executed copy of the document. Required fields are indicated in gray scale. Document: RQCI�\s� kvn �`' 1 r(2,O�C�f te a; �. (Include names of parties to th document) Type of Document: Contract II( Lease ❑ Easement ❑ Deed ❑ IGA ❑ Other (Specify) n Dept Contact:\-ACT Cj�, \AG,X r1b ( t1kr1' W VII ACTION REQUESTED: Dept: 0 1 10 QV Phone: X , 2.-0(-4 ❑ Review Draft Date submitted to Legal: VP\'J I \a Er Approve final and forward to: Draft due by: —fieL∎ ''10C1d-k n ci (Unless indicate , egal will return document you) Return Requested by: Complete this section ONLY the first time this form is filled out: Has this document been previously worked on by the Legal Dept Staff? LVNo ❑ Yes If yes, by whom? LEGAL DEPT First Date Received by Legal Date: kt(`l By: USE ONLY Returned to Dept. for Revision Date: By: Received for additional review by Legal Date: By: Returned to Dept. for Revision Date: By:_ Received for additional review by Legal Date: By: Returned to Dept. for Revision Date: By: Received for Additional Review by Legal Date: By:_ Returned to Dept for Revision Date: By: Final Logged out by Leval Date: (,Q 1 By: Comments from LEGAL to DEPARTMENT: Comments from DEPARTMENT to LE L: ❑ See Attached. Return original executed document to i P o•s this document need to be recorded? Recorder for safekeeping? ❑ No Yes ►P No ❑ Yes CITY ADMI STRATOR/ • • PA'TMENT EAD Please do not sign the attached document until this form • een. ., • ved by the Legal Dept below: FINAL LEGAL DEPARTMENT APPROVAL: Date: 6- 7/ G:\legal\DEPARTMENTS\Contracting\FORMS\Legal Doc Transmittal-K B.docx f' JUN c' 7 2019 CITY RECORDER • Purchase Order '�• Fiscal Year 2019 Page: 1 of: 1 I 113e�•} 1'� )�.Lg l�!Nr31pL�.k 6 d]W�11 `k B City of Ashland I ATTN:Accounts Payable E 20 E. Main Purchase Ashland, OR 97520 Order# 20190530 T Phone: 541/552-2010 O Email: payable @ashland.or.us ✓ H C/O Planning Division • E FREGONESE ASSOCIATES INC I 51 Winburn Way N 1525 SW PARK AVENUE SUITE 200 P Ashland, OR 97520 PORTLAND, OR 97201 Phone: 541/488-5305 O T Fax: 541/552-2050 R _ E 503 228-3054 Bill Molnar - . __ -:-,i� 06/14/2019 1365 FOB ASHLAND OR/NET30 Ci Accounts Pa able _t• � - D "f i-aajr S - 4:5- r U i tlta a•mc 35n On-Call Planning Services 1 On-Call Planning Support Services 1 $30,000.0000 $30,000.00 Personal Services Agreement Completion date: 06/30/2020 • Project Account: ....._... '"*GL SUMMARY*** **..•...... 092700-604100 $30,000.00 • By vW Date: b,l- a 1 1 1 Authorized Signature =Ton 30 000.00 FORM #3 CITY OF ASHLAND A Pa, -,est l' q F 1-1 -C 'E''--" -. Old"i _.47 / q . , .-: .--C.7 REQUISITION I Date of request: 06/03/2019 Vendor Name FREGONESE ASSOCIATES Address,City,State,Zip 1525 SW PARK AVENUE,SUITE 200, PORTLAND,OR,97201 Contact Name SCOTT FREGONESE Telephone Number (503)228-5054 Email address scottfreqo.com SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Invitation to Bid ❑ Emergency ❑ Reason for exemption: Date approved by Council: ❑ Form#13,Written findings and Authorization ❑ AMC 2.50 _(Attach copy of council communication) ❑ Written quote or proposal attached 1=1 Written quote or proposal attached _(If council approval required,attach copy of CC) ❑ Small Procurement ❑ Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by Council: ❑ State of Oregon ❑ Direct Award _(Attach copy of council communication) Contract# ❑ Verbal/Written quote(s)or proposal(s) ❑ Request for Qualifications(Public Works) LI State of Washington Intermediate Procurement Date approved by Council: Contract# GOODS&SERVICES (Attach copy of council communication) ❑ Other government agency contract Greater than$5,000 and less than$100,000 ❑ Sole Source Agency ❑ (3)Written quotes and solicitation attached ['Applicable Form(#5,6,7 or 8) Contract# PERSONAL SERVICES ❑Written quote or proposal attached Form Intergovernmental Agreement Greater than$5,000 and less than$75,000 ❑ Form#4, Personal Services>$5K&<$75K Agency ❑Direct appointment not to exceed$35,000 ❑Annual cost to City does not exceed$25,000. ❑ Special Procurement 0(3)Written proposals/written solicitation Agreement a pp roved by Legal and approved/signed by ID Form#4,Personal Services>$5K&<$75K ❑ Form#9,Request for Approval City Administrator.AMC 2.50.070(4) ❑ Written quote or proposal attached Date approved by Council: ❑Annual cost to City exceeds$25,000,Council Valid until: (Date) approval required.(Attach copy of council communication) Description of SERVICES Total Cost ON-CALL PLANNING SUPPORT SERVICES NOT TO EXCEED $ 30,000.00 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost LI Per attached quotelproposal TOTAL COST Expenditure must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately. Project Number -_ _ _ Account Number 092700 - 604100 $ 30000.00 Project Number -_ - — Account Number - $ ,_ _ _,- - - Project Number -- _ — Account Number - IT Director in collaboration with department to approve all hardware and software purchases: By signing this requisition form,l certify that the City's• blic contracting requirements have been satisfied. IT Director Daate Support Yes/No Employee: 'Y Department Head:5,e_ S VI 1 444. (14"O ,W (Equal , .r great: than$5,000) Department Manager/Supervisor: 41 1, C--1 -' City Administrator: ,1�;��i - A,� f ' {� ' r� / (Equal to or •. er an$25,000) Funds appropriated for current fiscal year: ES / NO )f�(jt, T16a✓1(C re (v J 99 ,,u, , Fin(471t)/tot ; ce Director-(Equal to or greater than$5,000) Date Comments: s 1 aoao "l Form#3-Requisition