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HomeMy WebLinkAbout2021-019 PO 20190530- Fregonese Assoc. Inc , l UN RECORDER Purchase Order l • rat Fiscal Year 2019 Page; 1 of; 1 _ —_ PI e B City of Ashland • 1-• ATTN:Accounts Payable Purchase 20 E. Maid f Ashland,OR 97520 Orders/ 20190530 T Phone: 541/552-2010 O Email:payable©ashland.or,us • • V • H C/O Planning Division E FREGONESE ASSOCIATES INC • i 51 Winburn Way N 1625 SW PARK AVENUE SUITE'200 p Ashland,OR 97520 • PORTLAND, OR 97201 Phone;5411488-5305 R T Fax: 541/552-2050 {61� 4,ICIA1_6�Ei6l e�"' .-_ d� :f e!I-Id 91t --- __.. — ____.- E�ai�tffil:IH{��i�i��tc`i If�-._ - _. IF=�i�Ft 15'�F��:lulu L__- • 503 228-3054 _ ' Bill Molnar • t ? �.�€el S`fl 1 Su TY_-_ --.-_ .... _ . -Of: 06/14/2019 .1365 _ _)1 FOB ASHLAND ORINET_30 _ • Cit Accounts Pa able I It 1, - ®r F l�JS{6 (6')314=t { -.__...- 6 On-Cali Planning Services 1 MODIFIED: On-Call Planning Support Services 1,0 " $30,000.00 $30,000.00 Personal Services Agreement Completion date: 06/30/2020 • Processed change order 06/30/2020 Completion date extended to June 30,2021 • Project Account: 2 ADDED: Processed change order 06/03/20221 1,0 $5,000.00 $5,000.00 Amendment#2 Compensation increased to$35,000.00 • Project Account: • ***************GL SUMMARY • 092700-604100 $35,000.00 • • • • • /A111# � - 44/d By: �.,i Date: Ai or zed Signature35 000.00 r L-e- 1-- '• 40 - - ,,,,_.0...e.., �..'a-T 1 FORM 010 � �..d:- fir CITY CONTRACT AMENDMENT APPROVAL rlEQU1>~g'>i' POI' ,' _ANDOrder for a Change Name of Supplier)Contractor)Consultant: Pappoose Associates Inc. -- Total amount of this contract amendment; Purchase Order Number:20190530 • • Title I Description: on-call Planning Services $ 7,200b00 dG•4-:4-. © Per attached contract amendments s vim'` Contract Amendment , ,/,.,„,r, . Original contract amount ' $30,000,00 100 %of origi tdi contract Total amount of previous contract amendments N(A t %of original contract ' . Amount of this contract amendment i ram � � %of original contract • TOTAL AMOUNT OF CONTRACT $37,200 over 2 fiscal years %of original contract Jn accordance with OAR 137-047-0800:1)The amendment fs vAlhln t}1e scope of procurement as described In the solicitation documents,Sole Source notice or approval of Special Procurement.2)T he amendmentis necessary to comply vAlh a change infaw that effects performance of the contract.3)The amendment results from renegotiation of the terms and conditions,including the contract price,of a contract and the amendment is advantageous Couto City of Ashland,subject to all of the following conditions;a)goods and services to be provided under the amended cor daotare the same as the goods end services to be provided under the unamended contract;b)The City determines that,with ell things considered,the amended contract Is at least as favorable to the City as the unamended contract;c)The amended eonlractdoes not have a Iola I term greater than allowed In the solicitation document, contract or approval of a Special ProcuremenL An amendment Isnot within lite scone of the procurement If tire City determines that it it had described the changes to be made by the • amendment In the procurement documents,It would likely have Increased compelltbn or affected award of contract . Contract amendment is within the scope of procurement; YES m NO (If"NO",requires Council approval I Attach copy of Cc.) . Sourcing Method: SMALL PROCUREMENT-Not oxcoodlnu55.000 JNVITATLONTO 510 or COOPERATIVE PROCUREMENT,QRF ar El'YES',the total amount of contract end cumulative REQUEST FOR PROPOSAL . EXEMPTION PURSUANT TO AMC 2,50 amendments s$8,000. El'YES',the total amount of cumulative amendments ❑'YES',the total amount of original contract and 0 II'NV,amount exceeding authority requires s 25%of original contract aniountor$250,000 cumulative amendments s$100K for Goods&SeMces,s • Council approval.Attach copy of Council whIcheveris less. $761(for Personal Servbes,<$50KIorAttomoyFees. Communlcelton. El If'NO",amount exceeding authority requires 1311'NO',amount exceeding authority requires Council • ❑ Exempt-Reason: Council approval.Mach cony of Council approval.Attach copy of Council Communication, PERSONAL SERVICES(Direct Appoinhuentl Communlcailon. El Exempt-Reason: ❑ 'YES',cumulative amendments s$35,000 ❑Exempt-Reason) • ❑ 11'N0',requires council approval.(Attach CC) INTERMEDIATE PROCUREMENT SOLE SOURCE EMERGENCY PROCUREMENT . Goods&Services•>S5,000and<S100000 El the total amount olcumuintive amendments 0 WrlltenFindlaga:Dooum°ntitteMora ofthe personal Sorvtoes•>$5,000 and<S75,000 s 25%of original contract amount or$250,000 emergency,including necessity and circumstances ❑r 'YES',the total amount of cumulative whlcheveris less, requiring the contract amendment amendments S 25%of original contract amount 0 I1'NO,amount exceeding authority requires ❑ Obtain direction and written approval from City ❑11110',amount exceeding authority requires Council approval.Attach cony of Counclt Administrator Council approval.Attach copy of Council Conmuntcatlon. LI if applicable,attach copy of Council Communication Communtaetion, ❑Exempt-Reason: ❑ Exempt-Reason: • O Exempt-•Reason- SPECIAL PROCUREMENT INTERGOVERNMENTAL AGREEMENT El YES',the total amount of original contract and cumulative amendments are ❑ Renewal of intergovernmental Agreement:Terms modified In accordance with initial within the amount and terms initially approved by Counct as a Special agreement OR cost will not be more then 25%greater than initlat agreement.Renewal Procurement. approved by City Attorney and department head affected by renewal and approve dfstgned El If't1O',amount exceeding authority requires Council approval, by City Administrator,AMC 2.28.0486) Attach copy of Council Communlcaliort, EI MO',Council approval Is required,Attach copy of Coulnci Communlcalton Project Number _ ,.,,_ Account Number or o 2,.7 s o. s a 4..j 0 0 Account Number - 'Expenditure must be charged fo tin appropriate account numbers for the ftnencfals to reflect the actual expenditures accurp)e c extra pages if needed, • Department Head Signature: t t Employee Signature: A-'-- p � - . ,! a1 toorgreater than$5,000) • .. • CIS, anager: � '11- E •• toorgmatortrran$25,000orf0%) ... •... Funds appropriated forewent fiscal year:_..._G O_..___._...._._.. / —_�_ . - 'tnan a Dir•ct'I( quaf oorgr.:ter' an$5,000) Date Comments; - .Form 010-Contract Amendment Approval Request Form,Request for a Change Order,Page 1 of 1,4/23/2020 . ' • AMENDMENT NO.2 to PERSONAL SERVICES AGREEMENT between THE CITY OF ASHLAND, an Oregon municipal corporation, ("City") and Fregonese Associates Inc., ("Contractor") for PROFESSIONAL SERVICES RECITALS A. The City and Contractor previously entered into a Personal Services Agreement effective June 13,2021 (the"Agreement")to Contractor provide on-call planning support services; and B. The.City and Contractor wish to amend the'Agreement to extend the term of the Agreement. AGREEMENT NOW THEREFORE,in consideration of the mutual benefits and obligations set forth herein,the parties agree as follows: 1. Amend the Compensation as follows,with strikeout wording deleted and underscored wording added: 6. Compensation: City shall pay Consultant not to exceed the sum of$30,000$35,000 (thirty thousand dollars) as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of$-30,000$35,000 (thirty thousand dollars) without the express, written approval from the City official whose signature appears below, or such official's successor in office. Payments shall be made within thirty (30) days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work,payments will be made for any phase of the Work completed and accepted as of the date of termination. 2. This Amendment No.2 is effective upon being signed by both parties. 3. Except as specifically modified by this Amendment No. 2, the terms and conditions of the Agreement remain in full force and effect. Page 1 of 2: Amendment No.2 to Personal Services Agreement IN WITNESS WHEREOF the parties have caused this Amendment No.2 to be signed in their respective names by their duly authorized representatives as of the dates set forth below: • CITY OF ASHLAND,OREGON FREGONESE ASSOCIATES INC. (CONTRACTOR) C By: ` By: Bill Molnar Sco tf t'r wienGi Printed Name: Printed Name: e, Title: Community Development Director Title: er ' Date: May 27,2021 Date: S-f Z'1 ZO Z-1 • Page 2 of2: Amendment No.2 to Personal Services Agreement ® DATE(MM/DD/YYW) A�o CERTIFICATE OF LIABILITY INSURANCE 05/17/2021 – THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER , CONTACT Ronni Phillips , NAME: Elliott Powell Baden and Baker Inc. PHONN Ext): (503)227-1771 FAX No): (503)274-7644 An ISU Network Member E-MAIL rphillips@epbb.corn ADDRESS: 1521 SW Salmon Street INSURER(S)AFFORDING COVERAGE NAIC# Portland OR 97205-1783INsuRERA: Sentinel Insurance Co,LTD 11000 INSUREDINSURER B: SAIF Corporation 36196 Fregonese Associates,Inc INSURER c: Ace American Insurance Co. 22667 1525 SW Park Ave,Suite 200 INSURER D ' INSURER E: Portland OR 97201 INSURER F: COVERAGES CERTIFICATE NUMBER: • 21-22 GLAUm WC E&O REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADUL'SUHH POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITYEACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 A Y 52SBAPW4493 03/01/2021 03/01/20221 PERSONAL INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY n JET n LOC _ PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ A OWNED —' SCHEDULED 52SBAPW4493 03/01/2021 03/01/2022 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HD X NON-OWNED PROPERTY DAMAGE $ AUTOIRES,ONLY _ AUTOS ONLY (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 A EXCESS LIAB CLAIMS-MADE52SBAPW4493 03/01/2021 03/01/2022 AGGREGATE $ 1,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION X STA UTE OTH- ER AND EMPLOYERS'LIABILITY • Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE Y N/A 900667 03/01/2021 03/01/2022 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ • If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT $ Each Claim 1,000,000 Professional Liability,Claims Made C Retro Date:3/27/1998 G27571256 03/27/2021 . 03/27/2022 Aggregate Limit 1,000,000 ' Retention 5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) • Please see attached SS0008 04/05 endorsement. • CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Ashland,&ifs elected officers,officials,&employees ACCORDANCE WITH THE POLICY PROVISIONS. , 51 Winbum Way AUTHORIZED REPRESENTATIVE ��y%1���y Ashland OR 97520 4lit��3 I J ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD • BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured,except"volunteer workers".• 2. Each of the following is also an insured: 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 To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or • provided under a workers' compensation "volunteer workers"are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a)above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds,but only with - someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b)above;or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers,are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company,you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds,but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned,occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM • • (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member(if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any,member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or With respect to"mobile equipment' registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law,any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment,and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However,no person or organization is an insured (2) Until your legal representative has with respect to: been appointed, a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment;or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that your which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge,any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization•responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with respect to liability arising out of the operation as a named insured does not apply to injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability. 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 agreedto make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement,or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, - servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor;or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s)or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of bodily injury" or "property damage" arising out of"your products" which are distributed its employees or anyone else 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 ha's 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 reason of the assumption of insured person or organization from whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, - accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for"bodily in the product made intentionally injury", "property damage" or by the vendor; "personal and advertising injury" • 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 ybu 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• riot apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with, respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision • (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with'respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed . for the state or insurance does not apply to: municipality;or (a) Any "occurrence" which takes (b) "Bodily injury"or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises;or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with - behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects,Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you;or , (a) In connection with your premises; (c) In connection with"your work"and or included within the "products- (b) In the performance of your completed operations hazard", but . ongoing operations performed by only if • you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded ,agreement requires you to • to these additional insureds, the provide such coverage to' following additional exclusion applies: such additional insured;and This insurance does not apply to (ii) This Coverage Part provides • "bodily injury", "property damage" or coverage for"bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". • services by or for you,including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 - Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No- person or organization is an insured with shown in the Declarations. ' respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b.above,the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most we will pay regardless of the number of: Limit is the most we will pay under Business a. Insureds; Liability Coverage for damages because of "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 a. Damages because of "bodilyexplosion,the Damage to Premises Rented To g 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 Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political • separately to each of your "locations" subdivision;or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or-"suit",the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit";and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months,starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS � cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense,Claim Or Suit additional insured, such-additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. • You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible,notice should include: permit that this insurance is primary and non-contributory with the additional (1) How,when and where the"occurrence" insured's own insurance. - or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any • Claim Or Suit injured persons and witnesses;and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; • (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit"as soon as practicable. insured is a trust;or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy inreliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the 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 Except with respect to the Limits of Insurance cover your liability as a tenant for and any rights or duties specifically assigned "property damage"to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance . b. Separately to each insured against whom or use of aircraft,"autos"or watercraft to a claim is made or"suit"is brought. the extent not subject to Exclusion g.of Section A.—Coverages. • 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Y 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;orinsurance. • (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, m have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit - this insurance be primary. If other contribution by equal shares, we,will . insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on''the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of.Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written • agreement or •part of any payment, including permit that this insurance is Supplementary Payments, we have made . primary and non-contributory with under this Coverage Part,those rights are the additional insured's owntransferred 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: t 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 orpart of anypayment, defend the insured against any"suit"if anyg p Y 9 including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against_all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured-Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an. Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C.is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in' this policy, except as • shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or ; but only with respect to liability for"bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury"caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect'to liability person(s)or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to — "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations;or ' Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C.is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured—Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization;but only of the land leased to you and shown in the with respect.to liability arising out of the Declarations. ownership,maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect to the insurance afforded to these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any "occurrence" that takes place This insurance does not apply to: after you cease to lease that land;or (1) Any "occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises;or performed by or on behalf of such (2) Structural alterations, new person or organization. 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 6 - BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such. Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the 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-completed or relabeled or used as a operations"hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C.is the vendor;or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor)shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or"property damage"arising out of acting on its behalf. However,this -your products" which are distributed or exclusion does not apply to: sold in the regular course of the.vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs(d)or(f);or provides coverage for "bodily injury" or (ii) Such inspections, property damage" included within the "products-completed operations hazard". adjustments,tests or servicing ab. The insurance afforded to the vendor is make the orvhas agreed to normally oally undertakess 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 ,e • BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C.is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured—Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for"bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (1) In the performance of your ongoing (3) Billboard; operations for the additional (4) Magazine; 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 hazard". a. The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or.labeling of any goods or these additional insureds, this insurance products;or does not apply to"bodily injury", "property damage" or "personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or. among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders,change orders,designs or 4. "Auto" means a land motor vehicle, trailer or drawings and 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