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HomeMy WebLinkAbout2022-032 PO 20220311- Northwest Code Professionals Purchase Order ralaif RECORD-05 M Fiscal Year 2022 Page: 1 of: 1 I`a e4�A zi1�I�jE�lr�I la1t11�t� 4�,-_ B City of Ashland Accounts Payable Purchase 20220311 Ashland, OR 97520 Order# T Phone: 541/552-2010 O Email: payable@ashland.or.us V H 0/0 Planning Division E NORTHWEST CODE.PROFESSIONALS I 51 Winburn Way N 144E 14TH AVENUE p Ashland, OR 97520 D EUGENE, OR 97401 Phone: 541/488-5305 R T Fax: 541/552-2050 15�Ei57��§[E1aI-1/77 ❑i— -=171^ _EE(z�eJ-_]—�- ?c1,.=i:=1;.-1�=E�:=':_ 1 '[3 -- � �> cJ__1Ei=;== — _-_— A•ril Lucas 04/06/2022 3159 FOB ASHLAND OR/NET30 City Accounts Payable _-Fin E n =` — - - On-call Plan Review Services( 1 On-call Building Inspection & Plan Review Services 1.0 $20,000.00 $20,000.00 Personal Services Agreement(Less than $35,000) Completion date: June 30, 2023 Project Account: _ *************** GL SUMMARY*************** • 092800-604100 $20,000.00 • • • By: Date: _ __== Authorized ignature $20 000.00/ FORM #3 0 � CITY OF ��. .�, / / ASHLAND A C'ecwe '� its Pfd ,r: �>sN& REQUISITION , Date of request: x(214 L 22 • • Required date for delivery:. tk V• Vendor Name NORTHWEST CODE PROFESSIONALS. • Address,City,State,Zip 144 EAST 14TH AVE,EUGENE,OR,97401 . Contact Name&Telephone Number JACK APPLEGATE,#541-484-9043 • Email address jacka@nwcodepros.com . SOURCING METHOD ❑ Exempt from Competitive Bidding 0 Invitation to Bid ❑ Emergency ❑ Reason for exemption: Date approved by Council: 0 Form#13,Written findings and Authorization • ❑ AMC 2.50 (Attach copy of council communication) 0 Written quote or proposal attached ❑ 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# ' . ❑ VerballWritten bid(s)or proposal(s) ❑ Request for Qualifications(Public Works) ❑ State of Washington Date approved by Council: Contract# _(Attach copy of council communication) ❑.Other government agency contract Intermediate Procurement ❑ Sole Source Agency GOODS&SERVICES 0 Applicable Form(#5,6,7 or 8) Contract# Greater than$5,000 and less than$100,000 ❑ Written quote or proposal attached Intergovernmental Agreement ❑ (3)Written bids&solicitation attached ❑ Form#4,Personal Services$5K to$75K Agency• PERSONAL SERVICES Date approved by Council: ❑ Annual cost to City does not exceed$25,000. . Greater than$5,000 and less than$75,000 Valid until: _ Date Agreement approved by Legal and approved/signed by III Less than$35,000,by direct appointment 0 Special Procurement City Administrator.AMC 2.50.070(4) ❑ (3)Written proposals&solicitation attached ❑ Form#9,Request for Approval ❑ Annual cost to City eziceeds$25,000,Council ❑ Form#4,Personal Services$5K to$75K ❑ Written quote or proposal attached approval required.(Attach copy of council communication) Date approved by Council: Valid until:_ _Date Description of SERVICES Total Cost ON-CALL BUILDING INSPECTION&PLAN REVIEW SERVICES ' �NO1-TO EXCEED:.:' :., ;.. ;, 20.000: ,' Item# Quantity Unit Description of MATERIALS Unit Price Total Cost ❑ Per attached quotelproposal 140 } TOTAL—COST Project Number • _ Account Number 0-6 0 4 1 0 0 • $: . ' 0 9 2 8 0 - d Account Number - Account Number •- ' *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software i- • IT Dire : Date Support-Yes/No By signing this requisition form,I certify that the City's public contracting requirements have bee sails '.. Employee: ` U, Department •ead: *.—_ , o or greater ;•n$5,000) Department Manager/Supervisor: City Manager:ifl ' (..ual to orgreate than$25,000) Funds appropriated for current fiscal year: J /NO Z ' • 3—#711'7—7 Finance Director-(Equal to orgreaterthan$5.000) Date f• Comments: Form#3-Requisition • . • CITY OF FORM #4 • . . ASHLAND DETERMINATIONS TO PROCURE PERSONAL SERVICES $5,000 to $75,000 To: Joe Lessard,City Manager • • From: Bill Molnar,Community Development Director Date: March 17,2022 Re: DETERMINATIONS TO PROCURE PERSONAL SERVICES • In accordance with AMC 2.50.120(A), forpersonal 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 Ashland Building Division provides full-service plan review and building inspection services for construction activity within the city limits.The division's Building Official and two Building Tnspectors are certified by the State Building Codes Division to conduct inspections and plan reviews on a wide variety of residential and commercial construction types,however occasionally we receive a request for service that staff is not.certified to perform. In these instances we rely oh our existing Intergovernmental Agreements with the City of Medford and Jackson County;however due to staffing issues those jurisdictions are not always able to assist. . Section 918-020-0090 of the Oregon Building Code requires all municipalities that administer and enforce a building inspection program to establish and maintain an operating plan that establishes policies and procedures for inspection services,including time periods between 7 a.m. and 6 p.m.-on days its permit office is open,weekends and holidays excluded;when it will provide inspection services or alternative inspection schedules agreed to by the municipality and permittee. The Ashland Building Division's 2022 Operating Plan states that.inspections requested prior to 3:00 p.m. are honored the following business day. • To maintain compliance with this provision, as well as have access to specialized inspection and plan review services,we'are requesting approval to enter into a contract with Northwest Code Professionals (NWCP) as a Third Party Provider.NWCP specializes in serving jurisdictions throughout Oregon, Washington, and Idaho with plan review and building inspection services and have been in business for over 40 years. The Ashland Building Division has contracted with NWCP in the past and utilized their. • services from April 2017—June 2019 during a period of high staff turnover within the Ashland Building Division. Services would be provided on an as-needed basis only. The Building Division's BN21-23 Professional Services budget is$28,000.The amount set forth in the proposed contract states expenses shall not exceed $20,000 and the contract will expire June 30,2023. Form#4-Department Head Determinations to Procure Personal Services,Page 1 of 2,3/17/2022 • • 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? • The Ashland Building Division consists of 1 Building Official, 2 Plan Reviewer/Inspectors, and 1 Permit Technician.There may be instances when existing staff is unavailable due to illness, approved time off, training,etc,or when staff is available but do not possess the certifications required to complete a specific task.A copy of the Division's inspector list and certifications is attached for reference. We believe it is prudent and responsible to have a 3rd Party Provider agreement in place for the remainder of the current • budget biennium to prevent a delay in services for construction projects within the city that could.cause undue financial h. • • to property owners,developers, and contractors. Requested by: `i — Date: B' o nar,,)apartment Head A/2-2._Approved by: �_ i - , Date: `�: • • Name of inspector Plans Structural Mechanical Electrical Plumbing and/or person Building examiner inspector inspector inspector inspector MSI PCI responsible for program official A B C F AB CMAB CMAB CMAB C S M Steven Matiaco X X X X X X X X X X X X X. X X X X X X X X • Thomas McDowell X X X XXXXXXXXXXXX X X X • Ryan Lougheed X X X X X X X X X X X X X X X • • • • • • • • • • . • • • • Cities covered by county program: Cities with complete or partial program: • • Emergency manager:Joseph Lessard • Phone:541-552-2046 . Address:20 E.Main Ashland;OR 97520 • State fire marshal official/designee:Ralph Sartain Phone:541-552-2229 (See OAR 918-020-0020) Address:455 Siskiyou Boulevard Ashland,OR 97520 Health department contact:Chad Peterson petersca@jacksoncounty.org Phone:541-774-8206 Address:140 S.Holly St.Medford,OR 97501 • • Permit.issuance phone:541-488-5305 Planning/zoning phone:541-488-5305 • Key: • A A Level—All buildings or structures,except dwelling C One-and two-family dwelling MSI Manufactured structures installation inspector: code F Fire and life safety • electrical,plumbing,hook-up and setup B B Level—Any building or structure not required to beM Master permit program PCI Park and camp inspector designed by an Oregon-registered architect or S Limited plumbing inspector:sewer engineer,except H or I occupancies over 1,500 sq.ft and one-or two-family dwelling • 440-2510A(11/21/COM/WEB) •Program Administration Request • • • PERSONAL SERVICES AGREEMENT (LESS THAN $35,000) CONSULTANT: Northwest Code Professionals CITY OF ADDRESS:. 144 East 14th Ave,Eugene, OR, 97401 AS H LAN D 20 East Main Street TELEPHONE: #541-484-9043 • Ashland,Oregon 97520 Telephone: 541/488-5305 EMAIL: jacka@ashland.or.us • . Fax: 541/552-2050 • This Personal Services Agreement(hereinafter"Agreement")is entered into by and between the City of Ashland, an Oregon municipal corporation(hereinafter"City") and Northwest Code Professionals,a domestic professional corporation("hereinafter"Consultant"),for on call building inspection and plan review 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 final payment therefore,but notlater than June 30, 2023. 2. Scope of Work: Consultant will provide on call building inspection and plan review services as needed, as more fully set forth in the Consultant's Fee for Services Schedule dated February 14,2022, which is attached hereto as "Exhibit A"and incorporated herein by this reference. Consultant's services arecollectively referred to herein as the"Work." • 3. . Supporting Documents/Exhibits; 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 BETWEEN THE CITY OF ASHLAND AND NORTHWEST CODE PROFESSIONALS. 6. Compensation: City shall pay Consultant the hourly rate for services as set forth in Exhibit A 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 $20,000 (twenty thousand dollars)without.the express,written approval from the City official whose• signature appears below, or such official's successor in office. Payments shall be made within thirty (30) days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work,payments will be made'for any phase of the Work completed and accepted as of the date of termination. 7. Ownership of Work/Documents: All Work,work product, or other documents produced in furtherance of this Agreement belong to the City, and any copyright,patent,trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279$.230 and 279B.235. 9. Living Wage Requirements:. If the amount of this Agreement is$22,310.46 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, actions, costs, or other damages, caused solely by the gross 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 Page 2 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND NORTHWEST CODE PROFESSIONALS. . • • Agreement or are no longer eligible for the funding proposed for payments authorized by this •Agreement; or 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 terminations 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. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. • 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. • 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 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. Workers' Compensation. Consultant shall obtain and maintain Workers' Compensation insurance in compliance with ORS 656.017,which requires subject employers to provide Oregon Workers' • Compensation coverage for its subject workers,unless such employers are exempt under ORS 656.126. If exempt under ORS 656.126, Consultant shall certify such exemption to the City. 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. Page 3 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND NORTHWEST CODE PROFESSIONALS. • 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 (3 0) 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 and endorsements prior to commencing the Work under this Agreement. 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 (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. Page 4 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND NORTHWEST CODE PROFESSIONALS. • • • 18. Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon • for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue. • 19. Notice. Whenever notice is required or permitted to be given under this Agreement, such notice shall be • given in writing to the other party by personal delivery,by sending via a reputable commercial overnight courier,by mailing using registered or certified United States mail,return receipt requested,postage prepaid, or by electronically confirmed at the address or facsimile number set forth.below: If to the City: • Ashland Building Safety Division Attu: Steven Matiaco . 20 East Main Street • Ashland, Oregon 97520 • With a copy to: City of Ashland-Legal Department • 20 East Main Street Ashland, Oregon 97520 • If to Consultant: Attu: Jack Applegate , • Northwest Code Professionals ' 144 East 14th Avenue . Eugene, Oregon 97401 • 20. Amendments. This Agreement may be amended only by written instrument executed by both parties • with the same formalities as this Agreement. • • 21. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN THE PARTI N,S. THERE ARE NO UNDERSTANDINGS, AGREEMENTS; OR REPRESENTATIONS,EITHER 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. • 22. Certification. Consultant shall execute the certification attached hereto as "Exhibit C" and incorporated • herein by this reference. • • Page 5 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND NORTHWEST CODE PROFESSIONALS. • IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. - CITY OF ASH, : NORTHWEST CODE PROFESSIONALS (CONSULTANT): By: By: foiatpie Si a . iy.ature - 305e#1. C-. C-e-sc e-- A ppc.c66-T Printed Name Printed Name G-f Atymer c >r 0 Tit1 Title VS/an— 5/25/ zo2. 2 Date Date Purchase Order No. I (W-9 is to be submitted with this signed Agreement) 00:1ASfOFORM . Date • • Page 6 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND NORTHWEST CODE PROFESSIONALS. • 1 EXHIBIT B CITY OF ASHLAND, OREGON • • Cityof Ashland LIVING .ALL employers described . VVAG E below must comply with City • of Ashland laws regulating • payment of a living wage. $15.96 per hour,-effective June 30, 2021. • The Living Wage is adjusted annually every •Ir, June 30 by the Consumer Price Index. r • • • 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 $22,310.46. part-time employees,the Ashland if the contract Living Wage does not apply exceeds$22,310.46 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, i 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 oil: 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. • (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 listing. 0 / (4)Labor or services are perfouued only pursuant to written contracts. • (5)Labor or services are performed for two or more different persons within a period 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. 119 / • onsu •ants sig .ture. .3/2 2/1 2 Date • Page I of I: EXHIBIT C Exhibit A CONTRACTOR (NWCP) Fees for Services City of Ashland February 2022 • Plan Review Services: CITY shall pay.Contractor 75% of the plan review fee and fire and life safety review fees for Plan Review services. Contractor will include up to one re-review of plans not approved on the initial review any additional reviews or revised plan revisions will be charge at the hourly rate of $90.00 per hour which can be charged to the permit applicant.All costs for shipping of plans will be billed to the City at actual shipping costs only. Digital Plan Review services are preferred and can save costs forthe applicant and CITY. 1 • • Additional Stand-Alone Specialty Inspection and Review Fees available upon request only: • • Plumbing, Medical Gas, Electrical review: $90.00/hr. • • ,Structural by a contract PE • $115.00/hr. • • Fire Protection by a contract PE. $135:00/hr. • Fire ani Life Safety Review Only $90.00/hr. Inspection Services: City shall pay Contractor$90.00 per hour for Oregon Specialty Code Inspection services; Code Enforcement services and site visits on call as needed by City. A two-hour minimum fee shall be paid to contractor for each day inspection services are requested. CITY shall pay Contractor an all-inclusive daily travel fee of$100.00 to cover both travel time, mileage and vehicle expenses' for each inspector on each inspection day requested by CITY. Mileage for inspections within the CITY will not be charged to the CITY. • Building Official Services City shall pay CONTRACTOR a fee of$90.00 per hour to cover the temporary or emergency administration and oversite of the building Permit program for all services required of the Building Official to meet the minimum program requirements of the Oregon Building Codes • Division;State Statutes.and Administrative rules ON CALL as needed only. Building Official Services shall not exceed 5 hours per month without written authorization from the City of Ashland Director of Community Development. • • 1 Attachment"A" FEE SCHEDULE FOR SERVICES Exhibit A Ancillary Customer Care Services: We take great pride in offering outstanding customer service to our partners in government and the customers we serve.All team members email addresses and cell phone numbers are given out for immediate response to customer concerns.The Managers cell phone number is also given out to handle any immediate concerns or to mediate any potential concerns of the City or the customer served.This is included at no additional charge to CITY. Billing: • Ourcurrent billing is sent out by the 5th of the following month with payment due by the 20th of each month. • Jack Applegate,CBO,CHI . President/CEO • Northwest Code Professionals Date: February 14th,2022 • Approved For Content: ' NWCP t S • • • J 2 Attachment"A" FEE SCHEDULE FOR SERVICES • • -•"'—�} nn DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 03/10/2022 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 SUBROGATIONIS 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 NAME: ' • • PAYCHEX INSURANCE AGENCY INC/PHS PHONE (800)472-0072 FAX (585)389-7894 76210756 • (A/C,No,Ext): • (A/C,No): 150 SAWGRASS DRIVE E-MAIL ADDRESS: • • ROCHESTER NY 14620 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hartford Insurance Company of Illinois r 38288 • • INSURED INSURER B: THE BUILDING DEPARTMENT LLC INSURER C: • 144E14THAVE EUGENE OR 97401-3533 INSURERD: ' INSURERE: • INSURER F: COVERAGES CERTIFICATE NUMBER: 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 SUBS POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MMIDD/YYYYI (MM/DDIYYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE ICLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) • MED EXP(Any one person) • PERSONAL BADV INJURY • GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE POLICY PRO- • LOC PRODUCTS-COMP/OP AGG JECT OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY (Ea accident) _ ANY AUTO • BODILY INJURY(Per person) ALL OWNED SCHEDULED BODILY INJURY(Per accident) AUTOS _AUTOS • HIRED NON-OWNED PROPERTY DAMAGE • AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-• • AGGREGATE MADE DED RETENTION$ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY • STATUTE ER • ANY YIN EL EACH ACCIDENT ) $1,000,000 • A PROPRIETOR/PARTNER/EXECUTIVE C NIA 76 WEG AK6FXY 04/01/2021 04/01/2022 OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 (Mandatory In NH) If yes,describe under I E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below • • DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) • Those usual to the Insured's Operations. . • CERTIFICATE HOLDER CANCELLATION City of Ashland SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED • 51 WINBURN WAY • BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED ASHLAND OR 97520 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE • • ©1988-2015 ACORD CORPORATION.All rights reserved. • ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD • • • db DATE(MM/DDIYYYY) c,�,...--- CERTIFICATE OF LIABILITY INSURANCE 03/10/2022 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 SUBROGATIONIS 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 NAME: PAYCHEX INSURANCE AGENCY INC/PHS PHONE (800)472-0072 Fax. (585)389-7894 76210756 (NC,No,Ext): (AIC,No): 150 SAWGRASS DRIVE • • E-MAIL ADDRESS: ROCHESTER NY 14620 • INSURER(S)AFFORDING COVERAGE .NAIC# • • INSURER A: Hartford Insurance Company of Illinois 38288 INSURED INSURER B: • • • THE BUILDING DEPARTMENT LLC INSURER C: , • 144 E 14TH AVE • EUGENE OR 97401-3533 • INSURERD: INSURER E: - • INSURER F: COVERAGES CERTIFICATE NUMBER: 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 INSR WVD - (MMIDDIYYYYI (MM/DDIYYYYI COMMERCIAL GENERAL LIABIUTY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED • PREMISES(Ea occurrence) MED EXP(Any one person)• - PERSONAL&ADV INJURY • GEN'L AGGREGATE LIMIT APPLIES PER: ‘ GENERAL AGGREGATE 1 POLICY PRO- LOC PRODUCTS-COMPIOP AGG JECT OTHER: AUTOMOBILE LIABILITY - . COMBINED SINGLE LIMIT • (Ea accident) ANY AUTO BODILY INJURY(Per person) ALL OWNED SCHEDULED • BODILY INJURY(Per accident) AUTOS _AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS AUTOS (Per accident) ' UMBRELLA LIAB OCCUR • EACH OCCURRENCE • EXCESS LIAB CLAIMS- AGGREGATE MADE DED RETENTION$ WORKERS COMPENSATION x PER • OTH- AND EMPLOYERS'LIABILITY • STATUTE ER ANY YIN E.L.EACH ACCIDENT $1,000,000 A PROPRIETOR/PARTNER/EXECUTIVE — NIA 76 WEG AK6FXY 04/01/2022 04/01/2023 OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 tory NH If yes,describe ELDISEASE-POLICYLIMIT $1,000,000 ' If yes,describe under DESCRIPTION OF OPERATIONS below • ‘ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Addltlonal Remarks Schedule,may be attached if more space is required) Those usual to.the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Ashland SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED • 51 WINBURN WAY . BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED ASHLAND OR 97520 IN ACCORDANCE WITH THE POLICY PROVISIONS. s AUTHORIZED REPRESENTATIVE _J'e-eTA_,,? C u . ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD , • IMORTENG-01 MROGERS '4�--�� • CERTIFICATE OF LIABILITY INSURANCE DAT/11/2D,YYYY) 3/11/2022 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 • CONT CT Margaret McGuire Davidson&Associates Insurance Inc PHONE 360 514-9550 FAX No): 11112 NE 51st Circle (ac,No,Ext):( ) Vancouver,WA 98662 E-MAIL ss:margaret@davidsoninsurance.com INSURER(S)AFFORDING COVERAGE _ NAIC# INSURERA:Sentinel Insurance Company 11000 INSURED INSURER B:Hartford Accident&Indemnity 22357 The Building Department LLC INSURER C:Lloyd's of London' • - 3210 DBA Northwest Code Professionals - 144 E 14th Ave INSURER D: Eugene,OR 97401 INSURER E: • ' ,, INSURER F: ._ COVERAGES CERTIFICATE NUMBER: 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. INSRADDL SUBR POLICY EFF POLICY EXP LIMITS • LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDDIYYYYI IMMIDDIYYYY) A X COMMERCIAL GENERAL LIABILITY • EACH OCCURRENCE $ 2,000,000 • CLAIMS-MADE X OCCUR • ' X 52SBANN7141 5/7/2021 5/7/2022 DAMAGETORENTED 1,000,000 PREMISES IEa occurrence) $ • X EMPLOYER'S LIABILITYMED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENLAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY ,78-F. LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER: EMPLOYER'S LIAB s 1,000,000 • • B AUTOMOBILE LIABILITY - COMBINED,INGLE LIMIT 1,000,000 . (Ea accident $ X ANY AUTO 52UECCD0687 5/7/2021 5/7/2022 • BODILY INJURY(Per person) $ • • • OWNED SCHEDULED • ,' AUTOS ONLY _ AUTOS • BODILY INJURY(Per accident) $ HIRED NON-OWNED FROPERTY DAMAGE AUTOS ONLY _AUTOS ONLY (Per accident) $ $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE • AGGREGATE $ - • • DED RETENTION.$ $ WORKERS COMPENSATION PER 0TH AND EMPLOYERS'LIABILITY • Y/N ' ANY PROPRIETOR/PARTNER/EXECUTIVE N/A • E.L.EACH ACCIDENT $ • (Mandatory in NH)EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ If yes,describe under • DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ • C PROFESSIONAL LIAB PSK0233588895 10/1/2021 10/1/2022 PER CLAIM/AGGREGATE 2,000,000 C PROFESSIONAL LIAB PSK0233588895 10/1/2021 10/1/2022 DEDUCTIBLE10,000 • DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Ashland,Oregon and its elected officials,officers and employees are additional insured and subject to policy conditions,limitations and exclusions as • per written contract. Additional insured does not apply to Professional Liability. ' ' • 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 • ACCORDANCE WITH THE POLICY PROVISIONS. , 51 Winburn Way Ashland,OR 97520 AUTHORIZED REPRESENTATIVE • fi- i ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD QUICK REFERENCE • BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY • BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 f • Business Liability -1 Medical Expenses 2 Coverage Extension-Supplementary Payments ' 2 B. EXCLUSIONS - 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 • E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy c 15 '2. Duties In The Event Of Occurrence, Offense,Claim Or Suit 15 3. Financial Responsibility Laws • 16 ' 4. Legal Action Against Us 16 • 5. Separation Of Insureds _ . 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds • 18' • G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 - 1 • Form SS 00 08 04 05 • yt, 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. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. , A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by , an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory':; Insuring Agreement (b) The "bodily injury" or "property 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 damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — 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 • "property have no duty to defend the insured against or damage" had occurred, any "suit" seeking damages for "bodily in whole or in part. If such a listed insured or authorized "employee" injury", "property damage" or"personal and knew, prior to 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 "property 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" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an"occurrence"or claim: (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily • damage"only if: injury" or "property damage" to us or any other insurer; • Form SS 00 08 04 05 Page 1 of 24 © 2005,The Hartford t 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 ` -i 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 resulting 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 beagainst an insured we defend: 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 business or occupation of providing do not have to furnish these bonds. such services. (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the limits of insurance for incidental medical amounts within the applicable limit of 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"occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit";including actual loss of earnings 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 i 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 full 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 under '(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 LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee 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 met: 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 _ 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 will not reduce the Limits of Insurance. (3) The obligation to defend, or the cost of the defense of, that indemnitee, has Our 'obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same"insured contract"; and necessary litigation expenses, as (4) The allegations in the "suit" and the Supplementary Payments ends when: ' information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of • appears to exist between the interests judgments or settlements;or 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 to: - 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"suit". absence of the contract, or agreement;or •• ' Form SS 00 08 04 05 Page 3 of 24 • 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 under 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 same"insured contract",and .(1) "Bodily injury", "property damage" or • "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 alternative 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 time• owned or occupied by, or c. Liquor Liability _ • rented or loaned to any insured. "Bodily injury" or "property damage" for However,.this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "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;orcool or dehumidify the building, (3) Any statute, ordinance or regulation or heat waterequeort that is used to for personal use, by relating to the sale, gift, distribution or • the building's occupants or their use of alcoholic beverages. guests; , This exclusion applies only if you are in the business of manufacturing, distributing, (ii) "Bodilyinjury" pr or selling, serving or furnishing alcoholic damage"for which you maayy bee • 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 Liabilitypremises, site or location and "Bodily injury"to: such premises, site or location is not and never was owned or • -,(1) An 'employee" of the insured arising •out of and in the course of: occupied by, or rented or loaned to, any insured, other (a) Employment by the insured;or than that additional insured;or Page 4 of 24Form 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 locationwhich 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 • 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 (e) At or from any premises, site or • responsible; location on which'any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or• working directly or indirectly on any any contractors or subcontractors insured's behalf are performing . • working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, . performing operations if the contain, treat, detoxify or neutralize, "pollutants are brought on or to or 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 • "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 . . Page5of24 • BUSINESS LIABILITY COVERAGE FORM • . g. Aircraft,Auto Or 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 I. 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 (2) Warlike action by a military force, 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 government, any aircraft, "auto" 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 (3) Parking an "auto" on, or on the ways but is not limited to: next•to, premises you 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 listed 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 (6) Any service, treatment, advice or exception does not apply if the insured 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, contingent or on any other basis: grooming; h. Mobile Equipment (7) Optical or hearing aid services 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 06 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 similar 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 work" 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 (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. 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. Paragraph i.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, restoration or maintenance of 'such "Property damage" to "your work" arising 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 (4) Personal property in the care, custody Property Not Physically Injured . or control of the insured; "Property damage"•to "impaired property" ' or property that has not been physically • (5) That particular part 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 of those 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 must 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 ' 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 . (1) Arising out of oral,written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; • (9) Arising out of an electronic chat room (2) Arising out of oral,written or electronic • or bulletin board the insured hosts, • publication of material whose first owns, or over which the insured 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 by or at the direction of the insured;. address, domain name or metatags, or _ 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. person's right,of privacy created by • "advertisement"; any state ogfederaact. • (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 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 site; intellectual propertyrights 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 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, bonds or other or damage of any nature or kind to securities; or persons or property which would not have occurred in whole or in (1.5) Arising out of discrimination or part but for the"asbestos hazard"; humiliation committed by or at the 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 others test for, monitor, clean up, q. Electronic Data remove, encapsulate, contain, ' . Damages arising out of the loss of, loss of treat, detoxify or neutralize or in ,. 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- . . employment;or Mails, ,Fax, Phone Calls Or Other ' (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 , 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"oto the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such . • employment-related • practices law; or . described in Paragraphs(a), (b),or(c) . above is directed. (3) Any statute, ordinance or regulation, ' other than the TCPA or CAN-SPAM Act This exclusion applies: • 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 mustor 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 injury", "property damage" or explosion to premises rented to you or . "personal 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 SS 00 08 04 05 S Page 9 of 24 • 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 your business, or your "employees", other c. Injury On Normally Occupied Premises 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 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 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 company), or to a co-"employee" f. Products-Completed Operations Hazard while in the course of his or her Included with the "products-completed employmentor 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 liabilitydescribed in Paragraphs (1)(a) or 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 • • r 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"; (2) "Personal and advertising injury" any partner or member(if you are arising out of an offense committed a partnership or joint venture), or 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 • Ours 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 organization responsible for the conduct of The insurance afforded herein for any such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation • as a named insured .does not apply to 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 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 m 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• 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 i 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" "personal 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 • i (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 13of24 •( • • • • 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 r (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 (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 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• d. Obligations At The Insured's Own Cost of determining the Limits of Insurance. . 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 additionalinsured 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 However, this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an- 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 e 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 scomply 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 isprimary 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. insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner; ' liability signed by us, the insured and the . 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) • 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 i 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 i 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 fdr"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 persons)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 • i amended to include as an additional 2. Additional Insured - Managers Or,Lessors Of Premises • insured the person(s) or arganization(s) shown in the Declarations as an Additional ' a. WHO IS AN INSURED under Section C. isInsured—Owners Or Other Interests From ' amended to include as an additional insured • Whom Land Has Been Leased, but only ' the persori(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 (2) Structural alterations, new • (1) Any "occurrence" which takes place 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 construction or demolition operations 6. Additional Insured - State Or Political 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 l BUSINESS LIABILITY COVERAGE FORM I 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 vendor's 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-completedor 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 tho'se 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: 1 sold in. the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs(d)or(f); or provides coverage for "bodily injury" 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 A I. 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: inpart, 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 b. An interactive conversation between or damage" or "personal an advertising among persons through a computer network. injury" arising out of'the rendering of, or 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 A 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 a. A contract for a lease of premises. • in the territory described in a.above; 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 busness; ori 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.. damages Is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, . 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 50 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 ''properly worker". / damage" is caused, in whole or in part, by . 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 any other • contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable o`r 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 a BUSINESS LIABILITY COVERAGE FORM ( . (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills;or d• amage 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. Vehicles not described in a., b., c., or d. • surveys, field orders, change above that are not self-propelled and are orders, design6 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 (1) Air compressors, pumps and primary cause of the injury or - generators, including • spraying, damage;or 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 (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render f. Vehicles not described in a., b., c., or d. professional services, including those above maintained primarily for purposes listed in (1) above and supervisory, other than the transportation of persons or inspection, architectural 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 equipment are not"mobile equipment" but agreement between you and the labor leasing will be considered "autos": firm,to perform duties related to the conduct of your business. "Leased worker" does not (1) Equipment, of.at least 1,000 pounds include a"temporary worker". • gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: 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) ' Cherry pickers and similar devices • • • "auto";or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower 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 truck, 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 land 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, I 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 solely on or • a. False arrest, detention or imprisonment; • next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: J Page 22 of 24 • Form SS 00 08 04 05 • I 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 J 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; (1) The transportation of property, unless f. Copying, in your "advertisement", a' 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. Infringement 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 h: Discrimination or humiliation that results in (2) The existenceof tools, uninstalled 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: , • a. An arbitration proceedingin which such your contract has been completed. (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 • ' working 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 • 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 G. 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 (other 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 • • I • • • Page 24 of 24 Form SS 00 08 04 05 • 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: Personal Services Agreement WI Northwest Code Professionals (Include names ofparties lo the document) Type of Document: Contract B Lease 0 Easement 0 Deed 0 IGA❑ Other(Specify) Dept Contact: App Lucas ACTION REQUES 1'r ll: Dept:Commnity Development Phone: Ext 2041 0 Review Draft Date submitted to Legal: 3/17/22 • p Approve final and forward to: Draft due by: April Lucas (Unless indicated,Legal will return document to you) •Return Requested by: 3/25/22 _ Complete this section ONLY the first time this form is filled out: Has this document been previously worked on by the Legal Dept Staff? 8 -No 0 Yes If yes,by whom?. 1 LEGAL DEPT' ' First--Date'•Received by Legal= Date:;: 5111'2./3,- By: USE.ONLY'. ' • Returnedto Dept"for Revision - • "Date:: •.By:, Received for additional review by Legal Date: By • 'Re-filmed-to Dept.:for.Revision • .• Date: ." .By::.• • • • Received for additionaireview by Legal .Date: • • :BY:• ' • Returned:to Dept.for.Revision Date:. 'By: • - .. Received for Additional Review byLegal . Date: • By: • Returned to Dept for Revision " Date:: By: ,Final Logged out by Legal. . , ; ' Date 1-/A By: - Dl h rl Comments from LEGAL to DEPARTMENT;': Comments from DEPARTMENT to LEGAL: El See Attached. This is an on-call contract with NWCP to assist the Building Division with buildmg inspections and plan review services • on as as-needed basis. • Return o>ri incl a ecuted;document to Ci _ Does this document need to be recorded? ::Recorder�for.,safekeeping?: . ,0 No ❑ Yes: , t1 No ❑ Yes CITY ADMINISTRATOR I DEPARTMENT.HEAD 3Please,do not,sign the attached document until this form,has been•approved by the Legal below:"... =FINAL LEGAL DEPARTMENT APPROVAL:". ., Dater