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HomeMy WebLinkAbout2011-103 Contract - Kittelson & Associates C I T Y OF CONSULTANT: Kittelson & Associates, Inc. ASHLAND CONTACT: Susan Wright 20 East Main Street Ashland, Oregon 97520 ADDRESS: 610 SW Alder St., Ste 700, Portland, OR 97205 Telephone: 541/488-6002 Fax:' 541/488-5311 TELEPHONE: 503-228-5230 DATE AGREEMENT PREPARED: 4/18/2011 FAX: 503-273-8169 BEGINNING DATE: Februarv 4,2011 COMPLETION DATE: December 31,2012 COMPENSATION: Not to exceed $30,000 SERVICES TO BE PROVIDED: N. Main Road Diet enaineerina services ADDITIONAL TERMS: FINDINGS: Pursuant to AMC 2.52.040E and AMC 2.52.060, after reasonable inquiry and evaluation, the undersigned Department Head finds and determines that: (1) the services to be acquired are personal serVices; (2) the City does not have adequate personnel nor resources to perform the services; (3) the statement of work represents the department's plan for utilization of such personal services; (4) the undersigned consultant has specialized experience, education, training and capability sufficient to perform the quality, quantity and type of work requested in the scope of work within the time and financial constraints provided: (5) the consultant's proposal will best serve the needs of the City; and (6) the compensation negotiated herein is fair and reasonable. NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND CONSULTANT AGREE as follows: 1. Findings / Recitations. The findings and recitations set forth above are true and correct and are incorporated herein by this reference. 2. All Costs by Consultant: Consultant shall, at its own risk and expense, perform the personal services described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such service. 3. Qualified Work: Consultant has represented, and by entering into this contract now represents, that all personnel assigned to the work required under this contract are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. 4. Completion Date: Consultant shall start performing the service under this contract by the beginning date indicated above and complete the service by the completion date indicated above. 5. Compensation: City shall pay Consultant for service performed, including costs and expenses, the sum specified above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely terminated, payments will be made for work completed and accepted to date of termination. 6. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of City. Consultant shall have no liability for any claims, suits, actions, judgments, losses, costs, expenses or damages resulting from City's reuse or misuse of Consultant's work products on other projects or in connection with making additions to the Project if Consullant is not retained in connection therewith. 7. Statutory Requirements: When applicable ORS 279B.220, 279 B.225, 279B.230, 279B.235, ORS Chapter 244, ORS 670.600. 279C.505, 279C.515, 279C.520 and 279C.530 are made part of this contract as though these provisions were set forth in full herein. 8. Living Wage Requirements: If the amount of this contract is $18,703 or more, Consultant is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract and to any Subcontractor who performs 50% or more of the service work under this contract. Consultant is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 9. Indemnification: Consultant agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this contract by Consultant (including but not limited to, Consultant's employees, agents, and others designated by Consuitant to perform work or services attendant to this contract). Consultant shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, iudoments, or other damaoes, direcliv, solelv, and oroximatelv caused bv the nenlioence of cltv. Contract for PERSONAL SERVICES Contract for Personal Services, Revised 07/28/2010, Page 1 of 5 10. Termination: a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. c. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions; i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this contract or are no longer eligible for the funding proposed for payments authorized by this contract; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this contract is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this contract. City by written notice to Consultant of default or breach may at any time terminate the whole or any part of this contract if Consultant fails to provide services called for by this contract within the time specified herein or in any extension thereof. iiI. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. Obliaation/Liabilltv of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections a, b, c or d of this section, Consultant shall immediately cease all activities under this contract, unless expressly directed otheowise by City in the notice of termination. Further, upon termination, Consultant shall deliver to City all contract documents, information, works,ln-progress and other property that are or would be deliverables had the contract been completed. City shall pay Consultant for work performed prior to the termination date if such work was performed in accordance with the Contract. 11. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City. Consultant shall have the complete responsibility for the performance of this contract. Consultant shall provide workers' compensation coverage as required in ORS Ch 656 for all persons employed to perform work pursuant to this contract. Consultant is a subject employer that will comply with ORS 656.017. 12. Assignment and Subcontracts: Consultant shall not assign this contract or subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or Subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 13. Default. The Consultant shall be in default of this agreement if Consultant commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract; its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a QRF if consultant has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has Instituted against it an action for insolvency; makes a general assignment for the benefit of creditors: or ceases doing business on a regular basis of the type identified in its obligations under the Contract: or attempts to assign rights in, or delegate duties under, the Contract. 14. Insurance. Consultant shall at its own expense provide the following insurance; a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. Professional Liabilitv insurance with a combined single limit, or the equivalent, of not less than Enter one; $200,000, $500,000, $1.000.000, '$2,000,000 or Not Applicable for each claim, incident or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract. c. General Liabilitv insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1.000.000, $2,000,000 pr Not Applicable for each occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided under this contract. d. Automobile Liabilitv insurance with a combined single limit, or the equivalent, of not less than Enter one; $200,000, $500,000, ~1 000000, or Not Applicable for each accident for Bodilv Iniurv and Propertv Damaoe, Contract for Personal Services, Revised 07/28/2010, Page 2 of 5 including coverage for owned, hired or non,owned vehicles, as applicable. e. Notice of cancellation or chanoe. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice from the Consultant or its insurer(s} to the City. f. Addilionallnsured/Certificates of Insurance. Consultant shall name The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies required herein but only with respect to Consultant's services to be provided under this Contract. The consultant's insurance is primary and non-contrlbutory. As evidence of the insurance coverages required by this Contract, the Consultant shall furnish acceptable insurance certificates prior to commencing work under this contract. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject tothe City's acceptance. If requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The Consultant shall be financially responSible for all pertinent deductibles, self,insured retentions and/or self, insurance. 15. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Consultant that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought In a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Consultant, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any fonn of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. 16. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 17. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may tenninate this contract without penalty or liability to City, effective upon the delivery of written notice to Consultant, with no further liability to Consultant. Certification. Consultant shall si n the certification attached hereto as Exhibit A and herein incor orated b reference. onsultant: City of Ashland By ^O---/~~ Signature OA<l.() (..."""'I~L.r Print Name By \'I D FINDINGS DETERMINED BY: City Department Head "PFU\....,iS AA4.V'1't~ Title Michael R. Fauoht Print Name '-Iii If Date Date Approved as to form by Legal Date ederallD# Account # 71' tf) tf) ~ II ~~ 6 tf? ..yI II' &-CJ (For City purposes only) /~.;:z..~ Purchase Order No. 'Completed W9 fonn must be submitted with contract Contract for Personal Services, Revised 07/28/2010, Page 3 of 5 EXHIBIT A CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of pe~ury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer 10 (or is waiting for the number to be issued to it and (b) Contractor is nol subject to backup withholding because (i) it is exempt from backup withholding or (Ii) it has not been notified by the Internal Revenue Service (I RS) that it is subject to backup withholding as a result qf a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that (a) it has the power and aulhorlly to enter into and perform the work, (b) the . Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of pe~ury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent Contractor as defined in the contract documents, and has checked four or more of the following criteria: ../" (1) I carry out the labor or services at a location separate from my residence or is in a specific portion of my residence, set aside as the location of the business. .,,/ (2) Commercial advertising or business cards or a trade association membership are purchased for the business. V (3) Telephone listing is used for the business separate from the personal residence listing. / (4) Labor or services are performed only pursuant to wrllten contracts. ../ (5) Labor or services are performed for two or more different persons within a period of one year. (6) I assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability Insurance relating to the labor or services to be provided. ~~ Contractor . sh ;/1 I I (Date) Contract for Personal Services, Revised 07/26/2010. Page 4 or 5 ~ OP 10: BN ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIODNYVY) "-.---- 05/09/11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS 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 503-892-0550 CONTACT NAME: KPD Insurance, Inc. 503-892-0700 ;,,~~NE Ir~ HOI: 10300 SW Greenburg Rd Ste 200 " E, Portland, OR 97223 E-MAIL ADDRESS; Scott C. Price, ARM ~~~~~~~~ In N. KITI02C INSURER/51 AFFORDING COVERAGE HAle. INSURED Kittelson & Assoc. INSURER A Continental Casualty Ins Co 610 SW Alder St, Suite 700 INSURER B : Portland, OR 97205 INSURER C : INSURER D : 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 UBR II&OlICYEFF :2TJ'bJvV'l-(I LIMITS LTR POLICY NUMBER MMIDDNYYY GENERAL LIABiliTY EACH OCCURRENCE $ - COMMERCIAL GENERAlllASIlITY ~~E~~~S lEa occurrence\ $ I CLAIMS-MADE D OCCUR MED EXP (Anyone person) $ - PERSONAL & AOV INJURY $ - GENERAL AGGREGATE $ ~~ AGG~EnE LIMIT APnStPER: PRODUCTS - COMP/OP AGG $ POLICY ~r-RT lOC $ AUTOMOBilE LIABILITY COMBINED SINGLE LIMIT $ - (Eaaccldent) - ANY AUTO BODILY INJURY (Per person) $ - All OWNED AUTOS BODilY INJURY (Per accident) $ - SCHEDULED AUTOS PROPERTY DAMAGE $ - HIRED AUTOS (Per acCident) NON-QWNED AUTOS $ - $ UMBREllA lIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAS CLAIMS-MADE AGGREGATE $ - DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION I WCSTATU-~ I IOJ~- AND EMPLOYERS' LIABILITY VI" ANY PROPRIETORJPARTNER/EXEClJTIVE D E.l. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? "" (Mandatory In NH) E.l. DISEASE. EA EMPlOYEE $ If yes, descrIbe under E.l. DISEASE. POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A Professional AEH113778709 12/30/10 12/30/11 Limits & Deductibles liability Below DESCRIPTION OF OPERATIONS /lOCATIONS/VEHIClES (Attach ACORD 101, Additional Remarks Schedule,lf more space Is required) proJect 11-24 North Main Road Diet $2, 00,000 Annual Per Claim/$2,OOO,OOO Aggregate Limit. $300,000 Deductible per Claim. 10 day notice of cancellation applies to non-payment of premium CERTIFICATE HOLDER CANCELLATION CITASHO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 East Main ACCORDANCE WITH THE POLICY PROVISIONS. Ashland, OR 97520 AUTHORIZED REPRESENTATIVE 0;_ .fcrJ ACORD 25 (2009/09) @1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ~ OP 10: BN ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) . ~ 05/09/11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED. the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 503-892,0550 CONTACT NAME: KPD Insurance, Inc. 503-892-0700 PHONE Ir~NO\: 10300 SW Greenburg Rd Ste 200 Portland, OR 97223 E-MAIL ADDRESS: Scott C. Price, ARM PRODUCER ID ... KITT02C IN$URERf$1 AFFORDING COVERAGE NAle. INSURED Kittelson & Associates, Inc. INSURER A: Hartford Casualtv Ins Co 610 SW Alder St., Suite 700 INSURER B : Hartford Underwriters Ins Co 30104 Portland, OR 97205 INSURER C : INSURER 0 : 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 L UB :SM%V,l{.!vl II~OLlCY EXP LTR POLICY NUMBER MMIDO/YYYY LIMITS ~NERAL LIABILITY EACH OCCURRENCE I 1,000,000 A X COMMERCIAL GENERAL LIABILITY X 52SBAUQ5445 01/01/11 01/01112 PREMISES Ea occurrence' I 300,000 I CLAIMS-MADE [!] OCCUR MED EXP (Any one pe~on) I 10,000 I- PERSONAL & ADV INJURY I 1,000,000 L-. GENERAl AGGREGATE I 2,000,000 nL AGG~EI~2r LIMIT APMS PER: PRODUCTS. COMP/OP AGG I 2,000,000 POLICY ~~9.; X LOC I ~TOMOBIlE LIABILITY COMBINED SINGLE LIMIT I 1,000,000 (Eaaccident) B ~ ANY AUTO 52UECVZ2830 01101/11 01/01112 BQDtl Y INJURY (Per person) I L-. ALL OWNED AUTOS BODILY INJURY (Per accident) I L-. SCHEDULED AUTOS PROPERTY DAMAGE I L-. HIRED AUTOS (Per accident) L-. NON.QWNED AUTOS I I I- UMBRELLA lIAB ~ OCCUR EACH OCCURRENCE I 1,000,000 EXCESS lIAB CLAIMS-MADE AGGREGATE I 1,000,000 A 52SBAUQ5445 01/01/11 01/01/12 I- DEDUCTIBLE I X RETENTION I 10000 I WORKERS COMPENSATION I WC STATU. 10J~- AND EMPLOYERS' LIABILITY Y/" ANY PROPRIETOR/PARTNERlEXECUTIVE D E.L EACH ACCIDENT I OFFICERlMEMBER EXCLUDED? ",. (Mandatory In NH) E.l. DISEASE - EA EMPlOYE I ~l~~~rtir~ O~~PERATIONS below E.l. DISEASE - POLICY LIMIT I DESCRIPTION OF OPERATIONS I LOCATIONS 'VEHICLES (Attach ACORD 101, Additional Ramarks Schedule, If more space Is required) Re: ProJect No 11-24 North Main Road Diet. The Cit~ of Ashland, Oregon and its elec ed officials, officers and employees are inc uded as additional insured per form 550008 04 05 including primary and non contributory wording, CERTIFICATE HOLDER CANCELLATION CITASHO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 East Main ACCORDANCE WITH THE POLICY PROVISIONS. Ashland, OR 97520 AUTHORIZED REPRESENTATIVE <S:- ycrj , ACORD 25 (2009/09) @1988,2009 ACORD CORPORATION. All ri9hts rBserved. 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 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 16 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us @ ~p'iir'atior\'Ofl~liteds) 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 re;dCl ffi6r\allnslJreds) @ G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Fnnn SS DO 08 04 06 z ,/\ yarious provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered, BUSINESS LIABILITY COVERAGE FORM Throughout this policy the words 'you' and 'you(' refer to the Named Insured shown in the Declarations. The words "we', "us" and "ou(' 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. o Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And ;:'; Medical Expenses Definitions. CD o r-- o .... o '" .., .... o ..:l '" '" 111 N o o .... N . A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or 'personal and advertising injury" to which this insurance applies. We will have the right and duly to defend the insured against any 'suit' seeking those damages. However, we will have no duty to defend the insured against any "sun" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. . Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limn of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension. Supplementary Payments. b. This insurance applies: (1) To 'bodily injury" and 'property damage" only if: (a) The 'bodily injury" or "property damage" is caused by an "occurrence" that takes place in the 'coverage territory'; (b) The "bodily injury" or "property damage" occurs during the policy period; and (e) Prior to the policy period, no insured listed under Paragraph 1. of Section C. - Who Is An Insured and no "employee" authorized by you to give or receive notice of an 'occurrence" or claim, knew that the "bodily injury" or' 'property :damage" had occurred, in whole or in part. If such a listed insured or authorized "employee' knew, prior to the JXllicy periOd, that the 'bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage' during or after the policy period will be deemed to have been known prior to the policy period. (2) To 'personal and advertising injury' caused by an offense arising out of your business, but only if the offense was committed in the 'coverage territory" during the policy period. c. 'Bodily injury' or 'property damage" will be deemed to have been known to have occurred at the eaniest time when any insured listed under Paragraph 1. of Section C. - Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim; (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; 1;;;;;. ~ - = === ~ - == - = ....... === = - - ~ --- - === - --- = - Form SS 00 08 04 05 @ 2005. The Hartford Page 1 of 24 BUSINESS UABILlTY COVERAC.~ FORM (2) Receives a written or vernal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or 'property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care,. loss of services or death resutting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" artsing out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence~, but only if: (a) The physician, dentist. nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the fumishing of these services to anyone person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or . rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the poliCY period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person' submits to examination, at our expense, by physicians of our choice as often as we reasonably require. Paae 2 of 24 b. we will make these payments regardless of fault. These payments will not exceed Ihe applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary professional services. ambulance, nursing and hospital, funeral 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (11 All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. we do not have to fumish these bonds. (3) The cost of appeal bonds or bonds 10 release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to fumish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of eamings up to $500 a day because of time off from worX. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of Ihe judgment and before we have paid. offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Form SS 00 08 04 05 ..... ... '" CD o b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "sutt", we will defend' that indemnitee if all of the following condttions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the Insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has 'also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send US copies of any demands, notices, summonses or legal papars received in connection with the Ilsuit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate . wtth us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authoriZation to: (i) Obtain records and other information related to th e "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". .... o ..... o N ,.., ..... o ...:l E-< N '" N o o ..... N ~ ;;;; = """"' ~ ~ """ ..... ;;;;;;; -- == ~ == ~ == = = - == = - = - =s - - = - - = - = == = - = """ = - -- = """ - - = == = = - = .... == Fonn 55 00 08 04 05 BUi......ESS LIABILITY COVERAGE FORM So long as the above conditions are met, attomeys' fees incurred' by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The cond'rtions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Uability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) 'Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to 'bodily injury" or 'property damage' resulling from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, a1 the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or 'property damage"; or (2) 'Personal and advertising inju!)''' for which' the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily inpry", "property damage" or "personal and advertising inju!)''' that the insured would have in the absence of the contract or agreement; or Page 3 of 24 BUSINESS LIABILITY COVERA(;t: FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attomeys' fees and necessary Inigation expenses incurred by or for a party other than an insured are deemed to be damages beCause of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attomeys' fees and Inigation expenses are for defense of that party against a civil or altemative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Uquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The fumishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exClusion applies only if you are in the business of manufacturing, distributing, selling, serving or fumishing alcoholic bevereges. d. Workers' Compensation And Similar Laws Any obligation of the insured under a wor1<ers' compensation, disabilny benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: la) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child ,. parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer o( in any other capacny; and (2) To any obligation to share damages with or repay someone el.se who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured urider an "insured contract" . f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, . cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" o( "property damage" for which you may be held liable, if YOlJ are a contrado( and the owner or lessee of such premises, site or location has been added to your policy as an addnional insured with resped to your ongoing operations performed for that adlmional insured at that premises, sile or location and such premises, site or location is not and never was owned or ciccupied by, or rented or loaned to, any insured, other than that addnional insured; or P;tnA .4. of ?4 Fonn S8 00 08 04 05 BU~ . JESS LIABILITY COVERAGE FORM N .... In IX) o (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, sile or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; Ie) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, sile or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, sile or location In connectionwilh such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hOld, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, sile or location wilh the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, sile or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monilor, dean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monilor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or sull by or on behalf of a governmental authority for damages because of testing fur, moniloring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liabilily for damages because of "property damage" that the insured would have in the absence of such request, demand, order o( statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. t"- o M o N '" M o ..:! E-< N In N o o M N . --- := '=" ~ = """'" --- --- l!::::: = === ~ - = """" - - = = - - = - == = - ;;;;;;;; = - ~ - - - = .- - - - Fonn S5 00 08 04 05 Page 5 of 24 BUSINESS UABILITY COVE RAe.;. fORM g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) ParKing an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f,(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply If the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is prtmary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or whiie in practice or preparation for, a prearranged racing, speed or demolilion contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal' and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, inciuding action in hindering or defending against an actual or expecled attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of o( failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, sUlVeys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dentat, x,ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Page 6 of 24 Form S5 00 08 04 05 M ... lI'l <Xl 0 r-- 0 .... 0 '" M .... 0 ..:l E-< '" In '" 0 0 .... '" k. .. == 5lEi - - - -- = - -- - - ~ == - = = -- == = = ""'" ~ - SI!I!l -- - = - = - - = = - -- = ""'" ..... - = - - -- m= ""'" BU(. .ESS LIABILITY COVERAGE FORM (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, lilting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. .. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injurY to a person or damage to anothers property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part ofthose premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on wIlich you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Parag(aphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a periOd of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in. Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it, m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This' exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property NotPhysically Injured "Property damage" to "impaired property" or property that has not been phySically injured, arising out ot. (1) A defect, deficiency, inadequacy o( dangerous condition in "your product" or "your work"; or (21 A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. 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 S5 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAl.:.c: FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss.. cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) .Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or . recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the. direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods, products or . services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement.. in your "advertisemenf', of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or selVice provider. However, this exclusion does not apply to Paragraphs a.. b. and c. under the definition of "personal and advertising injury" in Section G. _ liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web sae, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, O( over which the insured exercises control; (10) Arising out of the unauthorized use Of anothe(s name o( product in your e-mail address, domain name or metatags, or any other similar tactics to mislead anothe(s potential customer.;; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to lIabilay for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web sae; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds. text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web site; Paae 8 of 24 Form 55 00 08 04 05 BU" ,ESS LIABILITY COVERAGE FORM c- o .-i o '" M .-i o ..:l E-< '" LO '" o o .-i '" . (13) Arising out of a violation of any anti, trust law; (14) Arising out of the fluctuation in price or value of any stocks, bOnds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any 'executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, colTUption of, inability to access, or inability to manipulate "electronic data". r. Employment-Related Practices "Bodily injury' or "personal and advertising injury'to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-reiated practices, po6cies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1)' Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", 'property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, iJdgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request. demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard'; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up. removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an 'asbestos hazard'. t. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Infonnation 'Bodily injury', "property damage". or ~. 'personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TePA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, inclUding any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TePA or CAN-SPAM Act of 2003. that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k.through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by your with permiSSion of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. ' Liability And Medical Expenses Limits Of Insurance. .,. .,. LO CD o - --- = - --- - --- e;;;;; ,- - = - == - - - = --- - = - --- --- - = ~ - = - = - = - == Fonn 55 00 08 04 05 Page 9 of 24 ,... -1 BUSINESS LIABILITY COVERAt._ FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefrts law or a similar law. e.. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sportS or athletic contests. f. Products-<:ompleted Operations Hazard Included with the "products-completed operations hazard". g. Business Liability Exclusions Excluded under Business Uability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of YOu( business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business, Your managers. are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or nmited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization othe( than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while pertorming duties related to the conduct of your business. However,none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co."employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while pertorming duties related to the conduct of your business; (b) To the spouse, child. parent, brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1 )(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1 )(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional heaith care services. If you are not in the business of providing professional health care services, Paragraph (d) does not appiy to any nurse, emergenCy medical technician or paramedic employed by you to provide such services. (2) "Property damage' to property: (a) Owned, occupied or used by, Paae 10 of 24 Fnnn $:;,!=;. nn nR nA nct. IS) .. IS) CD a .... a ..... a N '" ..... a ...:l 8 N IS) N a a ..... N . == ~ .... ~ ~ - -- ;;;;S - ~ a;; ~ - ~ == - === ~ ~ - =- - - """ === - ;;;;;;; = - = ..... ""'" -- - = - - = = ~ - -- - = """ = .-:-;;.. BU, ...JESS UABIUTY COVERAGE FORM (bl Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", 'volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer 'worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) Wth respect 10 liability arising out of the maintenance or use ofthat property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Fonned Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization, However: a. Coverage under this proviSion is afforded only until the 180th day after you acquire or form the organization or the end of the pOlicy period, whichever is eartier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed . the organization. 4. Operator Of Mobile Equipment \Mth respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available 10 that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupie.d by you or the employer of any person who is an Insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to cany persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to Iiabitny arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co,"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Pennit The person(s) or organization(s) identified in Paragraphs a. through f. below are add~ional insureds when you have agreed, in a written Fonn 5S 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAC;/FORM contract. written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy. provided the injury o( damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or pennit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. - Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendo". but only with respect to "bodily injury" or 'property damage" arising out of "your products" which are distributed or sold in the regular course of the vendo~s business and only if this Coverage Part provides coverage for "bodily . injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or 'property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for Ihe purpose of inspection, demonstration, testing, or the substitution of parts under instructions from lhe manufacturer, and Ihen repackaged in the original container; (e) Any failure to make such inspections, adjustments. tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of Ihe products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendo~s premises in connection with the sale of the product; (Ii) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The' exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections. adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the'products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient. part' or container, entering into. accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily . injury", "property damage" or "personal and advertising injury" caused. in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Paae 12 of 24 Fonn 55 00 08 04 nli BU.. ..ESS UABILITY COVERAGE FORM \0 "" ll'l <Xl o (2) With respect to Ihe insurance' afforded to these additional insureds, this insurance does nol apply to any 'occurrence' which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises~ but only with respect to liability arising out of the ownership, maintenance or use of thai part of the land or premises leased 10 you. (2) With respect 10 the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any 'occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", 'property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf. (a) In connection with your premises; . or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to 'bodily injury", "property damage" or 'personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political SubdiviSions (1) Any state or political subdivision, bul only with respect to operations performed by you or on your behalf for which the state or polttical subdivision has issued a permit. (2) With respect 10 the insurance afforded to these additional insu(eds, this insurance does not apply to: (a) "Bodily injury", "property damage' or "personal and advertising injury" arising out of operations performed for. the slate or municipality; or (b) "Bodily injJry" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1) Any other person or organization who is nol an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or OmiSSions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or renled to you; or. (c) In connection with "your work" and included within the "products- completed operations hazard", but only if Ii) The written contract or written agreement requires you to .provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily Injury" or "property damage" included within the' "products- compleled operations hazard'. (2) IMth respect to the insurance afforded to these additional insureds, this insurance does not apply to: 'Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any prOfessional architectural, engineering or surveying services, including: ,... o rl o NO ,.., rl o ..:l E-< NO ll'l NO o o rl NO << == - - --- = - --- = ---z ;;;; = - ~ - = = - - === - ...... - = - = """'" - ~ """'" - --- = ..... - - ~ - - - = --- - - ..... Form SS 00 08 04 05 Page 13 of 24 , BUSINESS LIABILITY COVERAL_fORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, arcMectural or engineering activities. " The limits of insurance that apply to additional insureds are described in Section D. - Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited. liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless ofthe number of: a. Insureds; . b. Claims made or "suits' brought; or c. Persons or organizations making claims or bringing 'suits". 2. Aggregate IJmits The most we will pay for: a. Damages because of "bodily injury" and "property damage' included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations' owned by or rented to you. "Location" means premises involving the same o( connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owne(, arising out of fire, lightning or explosion. . 3. Each Occurrence IJmit Subject to 2.a. or 2.b above, whichever applies, the most we will pay forthe sum of all damages because of all "bodily Injury", "property damage" and medical expenses arising out of anyone "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising in).lry" sustained by anyone person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You IJmit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of 'property damage' to anyone premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage 10 Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and nol in addition to the Limits of Insurance shown in the Declarations and described in this Section. Fonn S5 00 08 04 05 r- ... 10 '" o r- o .-f o N t'1 .-f o ,.;l E-o N 10 N o o .-f N . """ ~ ~ ~ - ""'" ~ - ""'" ;;;;;;;;0 - - - ~ = - ~ - --- - = ... ..- iE55 - = ....... == = - E;;;; = ..- = - --- - = ..- == = - - = --- - ~ ...... - - BU" ..2SS LIABILITY COVERAGE FORM If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, thiS paragraph does not apply to the Medical Expenses . limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance Io( an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may resuit in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suif' and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands. notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request. in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own COSt, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suif' under this Coverage Part that may also be covered by other insurance available. to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence"'l offense, claim or "suit"' is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or' an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdMsion or public entity. Foun SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAl.",'FORM This Paragraph f. applies separately to you and any additional insured. . 3. Financial Respo.nsibility Laws a. VIhlen this policy is certified as proof of financial responsibility for the future under the provisions o.f any motDr vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" Iiabimy and "property damage" liability will comply wilh the provisions of the law to the extent of the coverage and limits nf , insurance required by that law. b. lMth respect to' "mobile equipment" to which this insurance applies,' we will provide any liability, uninsured motDrists, underinsured mDtorists, no-fault or other coverage required by any mntnr vehicle law. We will provide the required limits for those coverages. 4. Legal Actio.n Against Us No. persan ar organization has a right under this Caverage Farm: a. To. join us as a party or atherwise bring us into. a "suil" asking for damages from an insured; Dr b. To sue us on this Coverage FDrm unless all Df its terms have been fully complied with. A person or organization may sue us to recover Dn an agreed settlement or an a final judgment against an insured; but we will not be liable tor damages that are not payable under the terms Df this insurance or that are in excess af the applicable fimit of insurance. An agreed settlement means a setUement and release of fiability signed by us, the insured and the claimant or the claimant's legal representative. 15.) fSe~ratio.nOf rnsureds) Except with respect to. the limits Df Insurance, and any rights Dr duties specifically assigned in this policy to' the first Named Insured, this insurance applies: a. As it each Named Insured were the Dniy Named Insured; and b. Separately to. each insured against whom a claim is made Dr "suit" is brought. 6. Representatio.ns a. When Yau Accept This Paticy By accepting this policy, ynu agree: (1) The statements in the DeclaratiDns are accurate and complete; (2) Thnse statements are based upon representations you made to. us; and (3) We have issued this policy in (eliance upon your representations. b. Unintentional Failure To. Disclase Hazards If unintentionally you should fail 10. disclose all hazards relating to the conduct af your business at the inceptiDn date of this Coverage Part, we shall not deny any cDverage under this, Coverage Part beca use Df such failure, 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under :this Coverage Part, our obligations are limited as follows: ~~ IPrimaJYJnsur~ This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that ather insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the ather insurance, whether primary, excess, contingent ar nn any other basis: (1) YourWark That is Fire. Extended Coverage, Builder's Risk, Installatinn Risk nr similar coverage tor "your wOrk"; (2) Premises Rented To. Yau That is fire, lightning or explosinn insurance far premises rented to' ynu ar temporarily o.ccupied by ynu with permissinn nf the nwner; (3) Tenant Uabllity That is insurance purchased by you to cover yaur liabilily as a tenant for "property damage" to premises rented to you or temporarily Dccupied by yau wilh permissian af the Dwner; (4) Aircraft, Auto Or Watercraft If the loss arises nut of the maintenance nr use nf aircraft, "autos' or watercraft to the extent not subject to' Exclusion g. af Sectinn A. - Coverages. (5) Praperty Damage To. Barrawed Equipment Or Use Of Elevators If the loss arises DUt Df "property damage" to borrowed equipment nr the use of elevators to. the extent nat subject to. Exclusion k. nf Sectinn A. - Cnverages. PanR 11; nf 2.4 I=nnn !u: nn nil n4 n~ BU, JESS UABILlTYCOVERAGE FORM .... o ..-i o N .., ..-i o ...:l E-< N U'l N o o ..-i N ~ (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following proviSions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: !fa) Primary) I!nsu!!lnce) \When) -1~qlJii'e1f8Y:C91rt1'8C!l 0:lli(i?SIJ(tn911,.iSti,i:iITl!it'i....if Yi!l!) 1i1'Bye.@i~1%i:in\~);&f:ijt!i.ii1eo~lr:iJgp ~Writt~nia"reemilii'~Of;r'ermit:iltl)at) thiS.iii~~?jo'c:'e~\5iil~PT:\~~dfWr6li{~f) lins"iif'l!~f~i:ls?ifl~9rp~(i~W.\:~~~~r.WUO rthaQfi~~11Ji~lat~TQ:ft:\~fuinsurilr'iJ:e) 'RYli"[f@~'o;li'lettl~desCi'Too'ir.'in. 'i:Tl I~) ((Il)li~nmi@;6Jl~ndiNorl~))!itrill!:#.9.fY) - 'T1>) @.~1 1~'i'iFrr~ \WIie'ffi ~i'e'llrl3y,1Coi1iraCt) i!(J;icIuJih.al/e'~1lg:.:eeo,~ii1~1wiittei1) 19.9:i'i)J."~ wrifi~ID @'j~f"m~il @D !fi'ri)jlt) t!:!l!i~ i~.lip.Kl1r~~). Ij~) PJjlJlliY..aQ<i i1o~nccon!5"PJ!lQi':Y~I}\ ~~~~~~'~~~~ rp]b;."!iEYJ rand) @e'l:it"i1[: (,;'ori::~k) (COritiibilffiilti Ifriinl) (ttiat) rotlier insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. lM1en this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any .suir if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. lM1en this insurance is excess over other insurance, we will pay only, our share of the amount of the loss, if any, that exceeds the sum of: (1). The total amount that all such other insurance would pay for the loss in the abSence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Umits. of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until It has paid Its applicable limn of insurance or none of the loss remains, whichever comes first. It any of the other insurance does not pennlt contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of an insurers. 8. Tl'8nsfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring .sult" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or pennlt that was executed prior to the injury or damage. <Xl ... U'l <Xl o --- """" ..... --- ~ - === --- Ei'!!! ....... ....... - ~ ;;;;; ~ - = == ....... - - ~ = """'" """" = = --- - = - = ;;;;;;;:; == ...... = ...... = - == == = = --- ~ --- ~ Form SS 00 08 04 05 Page 17 of 24 BUSINESS UABILITY COVERAL.. FORM 1[.- QP1j9N~L~ ~I?P!f1QN~~ ~NS@.ED; COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Pennit) of Section C., Who Is An Insured, does not apply to the person. or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. ~dcljt.ij)i1allnslJre..!l_:.:Design'aied Person Or) @!.rganlZ8iion) . WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or . the aelS or omissions of those acting on your behalf: a. In the perfonnance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. 1~J@i:@.ij!!I~Ii'iiuWd~~riftlinag~rs[Oi"JLessOrs) (OfI~~i~ a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization: but only with respect to liability arising out of the ownelShip, maintenance or use of that pert of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations perfonned by or on behalf of such person or organization. Page 18 of 24 3. ~dc@~nafiflsiii!l!l--~~11!6J"9:tFran~ise; WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. !Additlgj'1@1; Iffi$UredT~l;'$l)t (Qf) (lfeased1 IEg~i~ineni) a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional . Insured - Lessor of Leased Equipment, but only with respect to Iiabitny for "bodily injury", "property damage" or "personat and advertising injury" caused. in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). . b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. (@ii.i!i.!!.nal: liiiS'uljjti -,'Ov.',nei"s... . t1@r. ~ii\!~stSj l~oni1 MIliOful li2nd! l!:las _ ..~ Il;;ijasedl . . a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to Iiabilily arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following addilional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land: or (2) Structural ailerations, new construction or damolition operations perfonned by or on behalf of such person or organization. 6. lAilllitioria!: Ilnsuredl - State ~!tical\ Suti'ifiVlsipn -P.er:mitS 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 Addilional Fonn SS 00 08 04 OS en .... 10 CD C ... C .... 7. c '" .., .... c .:l E-o '" 10 '" C C .... '" . ...... """ ;;;& "'=' - --- = == --- - - --- - = ;;;; = - - - = ..... == = = """ """ == - ~ == ~ - ~ - ". """ ~ - ..... = """ ..... - = == = = - == - ;;;; Bl.L.,ESS UABILITY COVERAGE FORM Insured - State Or Polttical Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. IMth respect to the insurance afforded to these additional insureds, the follOwing addttiOnal exclusions apply: This insuranct does not apply to: (1) "Bodily injuty", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product-completed operations" hazard. (Addiiionallnsured - vendiil!) a. IM-lO IS AN INSURED under Section C. is amended to include as an addttional insured the person(s) or organization{s) (referred to below as vendor) shown in the Declarations as an Addttional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard*. b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions fi'om the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make' or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, install alion, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the prod uct; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustmems, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you' have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products . 8. lAdditionallnsured,... COiitiOiiin9'lnterest) WHO IS AN INSURED under Section C. is amended to include as an additional insured the person{s) or organization(s) shown in the Declarations as an Additional Insured - Controlling Interest, but only with respect to their liability arising out of: 8. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Fonn 55 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAlo.: FORM This insurance does not apply to structural atterafions, new construction and demomion operations performed by or for that person or organization. 9. !AdditillRal Insured - Owners, Lessees Or; ~llR.trlI~9~ ~\Scheduleil' lPerson)-(Qr) @:g!litzatiori) a. IM-tO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the .Dectarations as an Additional Insured - Owner, Lessees Or Contractors, but only with respect to liamltty for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included wtthin the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed . operafions hazard" . b. Wth respect to the insurance affoi'ded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps. shop drawings. opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured':' Co-Owner Of Insured Premises IIIIHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured - Co- Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. D.:an.a. .,n n' ?A The. Iimtts of insurance that apply to additional insureds are described in Section D. - Limits Of Insurance. How this insurance applies when other insurance is aliailable to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Condttions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods. Ilroducts or services through: 8. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet. but only that part of a web site that is about goods. products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. . However. "advertisement" does not include: a. The design. printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive converSation between or among persons through a computer networi<. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto. means a land motor vehicle. trailer or semi-trailer designed for travel on public roads, inclUding any attached machinery or equipment. But "auto" does not include "mobile equipmenr. . 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and. if ariSing out of the above, mental anguish or death at any time. 6. .Coverage tenitory" means: en.....,. ~c:: nn nR nA nJ: o '" '" CD o t"- O rl o N "" rl o ..:I Eo< N '" N o o rl N ~ = - - = - --- - --- - - == --- - = = -- - = - = ""'" 5a!5 - - = - == = - ~ ~ - = - -- - - - = = = -- - = - BU... ..ESS UABILITY COVERAGE FORM . " a. The United States of Amelica (including its territolies and possessions), Puerto Rico and Canada; b. Intemational waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the wortd if the injury or damage arises out of: (1) Goods or products made or sold by you in the tenitory described in a. above; (2) The activities of a person whose home is in the tenitory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Intemet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (inCluding its territolies and possessions), Puerto Rico or Canada, in a 'suit" on the melits according to the substantive law in such territory, or in a settlement we agree to. 7. 'Electronic data' means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, dlives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a 'temporary worker". . 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. it incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, ad"stment or removal of "your product" or 'your work': or b. Your fulfilling the terms of the contract or agreement 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. - Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement . or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation. as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for 'bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or 'property damage" arising out of construction or demolition operations within 50 teet of any railroad property and affecting any railroad b1idge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Fonn 55 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERA(,..:"FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions" reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "leased worker" means a person leased to you by a labor' leasing firm under an agreement between you and the labor leasing firm, to perform duties related tc the conduct of your business. "leased worker" does not include ,a "temporary worker". 14. "loading or unloading" means the handling of properly: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or ' "autoA: or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not , attached to the airoraft, wateroraft or "auto". 15. "Mobile equipment"'means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (11 Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered, "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (e) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident. including continuous or repeated exposure to substantiallY the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: 8. False arrest, detention or imprisonment; b. Malicious prosecution; Pane 22 of 24 f=nrm ~~ nn OR. nA n", .... an an ro o r- o .... o '" .... .... o ..:l Eo< '" an '" o o .... '" . ..... """=' --- --- - - --- --- - = - - - --- - = - = ...... ~ - = === = - = - !E!ii ..... == --- - = - - - = - = - ..... - = - . , BU~...ESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, comm~ted by or on behalf of ~s owner. landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organizaiion's goods, products or services; e. Oral, written or electronic publication of -material that violates a person's right of privacy; f. Copying. in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that resuits in injury to the feelings or reputation of a natural person This Paragraph h. does not apply in the States of Nebraska and Kansas. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. INaste includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: - (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the eartiest of the following times: (a) Wlen all of the work called for in your contract has been completed. (b) Vvllen all of the work to be done at the job s~e has been completed if your contract calls for work at more than one job site. (e) Wlen that part of the work done at a job site' has been put to its intended use by any person or organization other than another contractor or subcontractor WOrking on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a cond~ion in or on a vehicle not owned or operated by you, and that cond~ion was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resuiting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused ~; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused ~. As used in this definition, "electronic data" is not tangible property. 21. "SuW' means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Su~" includes: a. An arb~ration proceeding in which such damages are claimed and to which the insured must submll or does submit with our consent; or b. Any other aitemative dispute resolution proceeding in which such damages are claimed and -to which the insured submits with our consent. 22. "Temporary worker" means a person who is fumished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Fonn S5 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and w~hin the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured. sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or' organization whose business or assets you have acquired; and (2) Containers (other than materials, parts or furnished in connection goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the f~ness, quality, durability, performance or use of "your product"; and vehicles), equipment w~h such (2) The providing of or failure to provide wamings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials. parts or equipment fumished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the frtness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. D..._... ,,)A ,..& 'JA c__ ~c:." ",,.. no "'Il ftr :w"" North Main Road Diet Engineering Services SCOPE OF WORK Phase 1 - Road Diet Preliminary Engineering and Analysis (approximately $5,000) Prepare the initial traffic operations and detailed functional design plans for the project and coordinate with City Staff and ODOT. Task A - Kick-Off Conference Call with City Staff and ODOT . Participate in and facilitate a one hour conference call on February 4, 2011 with City staff and ODOT representatives regarding a proposed road diet demonstration project on North Main Street (from Helman Street to north of Jackson Road beyond the railroad overcrossing) in Ashland, OR. Task B - Traffic Operations Analysis for Road Diet Scenario . Conduct traffic operations and queuing analysis for the Transportation System Plan Update study intersections along North Main Street . Provide analysis results and documentation to ODOT and City staff for their review. Task C - Draft Striping Plan for North Main Street . Prepare a draft striping plan to convert North Main Street (from Helman Street to north of Jackson Road beyond the railroad overcrossing) to a three-lane cross-section with bicycle lanes. The draft striping plan will be prepared in AutoCAD and overlaid on an aerial photograph. It will be provided to City staff and ODOT on 11" x 17" sheets at 1" = 50' scale. Task D - Follow-up Meeting with City Staff and ODOT . Participate in a follow-up meeting on February 24, 2011 with City staff and ODOT representatives to discuss the traffic operations analysis and draft striping plan. This task consists of participating in and facilitating a meeting not to exceed two hours. Task E - Activities to Respond to Additional ODOT Concerns . Work with City staff to address concerns brought forth by ODOT representatives in the February 24th meeting. Phase 2 - Transportation Commission Meeting and Project Support (approximately $3,000) Participate via conference call the discussion with Transportation Commissioners regarding proposed Road Diet Demonstration project on North Main Street. Transportation Commission Meeting o Prepare and provide frequently asked questions regarding road diet fact sheet for the Transportation Commission. '~ ..... o Prepare and provide a letter in response to ODOT District 8' s concerns expressed in their March 30" letter. o Participate via conference call in the discussion with Transportation Commissioners at the Thursday, March 31, 2011 Ashland Transportation Commission meeting. o Prepare and provide a letter in response to questions posed by community members during the Transportation Commission Meeting on March 31, 2011. o Develop a methodology to evaluation the temporary road diet; this will be a framework to help City staff determine if the temporary road diet was successful. Phase 3 - Traffic Operations Analysis for TPAU (approximately $7,000) Update traffic operations analysis for North Main. Street from Helman Street to the Southern Pacific Railroad overcrossing as requested by ODOT's Transportation Planning Analysis Unit (TP AU). KAI will update existing and future (year 2034) conditions traffic analyses to address comments received from TPAU. Traffic operations analysis update will be conducted in accordance with TP AU's comments and guidance in TPAU's Analysis Procedures Manual (APM). Traffic Operations Analvsis Update o Conduct saturation flow rate study for two intersection approaches on North Main Street. o Conduct a speed study on North Main Street via a two-hour floating car travel time runs and speed-class tube counts. o Add the Laurel Street/North Main Street intersection to the Synchro and SimTraffic model using traffic count information provided by ODOT. o Calibrate the existing conditions SimTraffic model using results from the saturation flow rate study and speed study. o Update results from the existing and future (year 2034) conditions model based on calibrated model output. . o Document results of updated traffic analysis in an updated Road Diet Technical Memorandum with an attachment consisting of Synchro and SimTraffic output for existing and future (year 2034) conditions. Phase 4 - Supplemental Local Street Traffic Operations Analysis ($2,000) As requested by City of Ashland staff, investigate and estimate the impacts the minor street turn restrictions included in the temporary road diet would have on adjacent minor street intersections on North Main Street. Supplemental Local Street Traffic Operations Analysis o Assess potential impact of road diet on adjacent side streets; impact due to vehicles using alternative routes because of turn restrictions implemented as part of road diet. o Impacts to be considered are estimated change in traffic volumes and corresponding change in delay at minor street intersections with North Main Street. > , . . '. . Phase S - Traffic Design Services (approximately $8,000) Develop the signing and striping plans on aerial photography that is currently being used as part of the City of Ashland Transportation System Plan (TSP). KAI will review the aerial to ensure that the critical information needed for our work is available. Plans will be developed in accordance with ODOT's (Oregon Department of Transportation) latest standards and specifications. Two agenC1;-review periods are assumed: one at the advance design stage (90%) and the last review at final plans. Construction related oversight and inspections is not part of this scope of work or contract; such services will not be provided. Signing & Striping Plans Based on ODOT plan standards, separate signing and striping plans will be prepared. o Receive a copy from ODOT and/or City of Ashland of any available existing signing and striping as-built drawings or data. o Conduct a site visit to inventory the existing conditions. o Confirm functional layout of conceptual striping layout and adjust as needed based on ODOT design guidelines. o Signing Plans o Develop up to five (5) signing plan sheets at a 1" = 50' scale along North Main Street. o Develop up to two (2) associated detail sheets o Sign Details Sheet o Sign and Post Data Table Sheet o Pavement Marking Plans o Develop Striping Legend Sheet o Develop up to five (5) striping plan sheets at a 1" = 50' scale along North Main Street. . Develop technical specifications for final bid documents. . Develop a detailed construction cost estimate Phase 6 - Transportation Commission Meeting (approximately $2,300) Attend a Transportation Commission Meeting regarding proposed Road Diet Denionstration' project to discuss the supplemental analysis findings. Transportation Commission Meeting o Prepare a brief presentation on the supplemental road diet traffic analysis. o Attend the June 14th, 2011 Transportation Commission meeting to present these findings. Phase 7 Project Support and City Council Hearing Preparation (approximately $2,700) Provide project support following the June 14th, 2011 Transportation Commission meeting and to prepare for the City Council Public Hearing. . ,...-" ~ OP 10: NA ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE IMMIDDIYYYY) ~ 05/09/11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS 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 503-892,0550 CONTACT NAME: KPD Insurance, Inc. 503-892-0700 ~~9.N:" FYll' Ir~NO': 10300 SW Greenbur9 Rd Ste 200 Portland, OR 97223 E-MAIL ADDRESS: Scott C. Price, ARM PRODUCE~ In It. KITT02W INSURERlS}AFFOROING COVERAGE NAlC. INSURED Kittelson & Associates, Inc. INSURER A Wausau Underwriters Ins Co 610 SW Alder St Ste 700 INSURER B ,Libertv Muluallnsurance Co. Portland, OR 97205 INSURER C : INSURER 0 :AM Best rated "A" 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. NOlW1THSTANDING 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 SUB I n~OllCY EFF POLICY EXP LTR POLICY NUMBER MMIDDIYYYY MMIDDfYYYY LIMITS GENERAL liABILITY EACH OCCURRENCE , - COMMERCIAL GENERAL LIABILITY I PREMISES 'i'E~~~~~~nce , I CLAIMS-MADE 0 OCCUR MED EX? (Anyone person) , PERSONAL & AOV INJURY , GENERAL AGGREGATE , ~~ AGG~nE LIMIT APF:~~t(PER: PRODUCTS - COMP/OP AGG , POLlCY ~g LOC , AUTOMOBILE LIABILlTY COMBINED SINGLE LIMIT , - (Eaaccident) - ANY AUTO BODll Y INJURY (Per person) , - ALLOWNEDAUTOS , BODILY INJURY (Per accident) - SCHEDULED AUTOS PROPERTY DAMAGE , - HIRED AUTOS (Per accident} NON-QWNED AUTOS , - , UMBRELLA LIAS H OCCUR EACH OCCURRENCE , - EXCESS LIAS CLAIMS-MADE AGGREGATE , - DEDUCTIBLE , RETENTION , , WORKERS COMPENSATION X I T';!,~;i~J,~< I X 10J~' AND EMPLOYERS' L1ABIUTY VIN ~CJZ91451136011 A ANY PROPRIETOR/PARTNERlEXECUTIVE 0 01101/11 01/01/12 E.L. EACH ACCIDENT , 1,000,000 OFFICERJMEMBER EXCLUDED? NI. (MandatOfyln NH) E.L. DISEASE - EA EMPLOYE , 1,000,000 ~~t~iPTI~N O~OPERATIONS below E.L. DISEASE - POLICY LIMIT , 1,000,000 . DESCRIPTION OF OPERATIONS flOCATlONS / VEHICLES (Attach ACORD 101, Additional Ram.lrkl Schedule, If more Ipace II required) RE: Project #11-24 North Main Road DiBt CERTIFICATE HOLDER CANCELLATION CIT ASHO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PW Engineering ACCORDANCE WITH THE POLICY PROVISIONS. 20 East Main Ashland, OR 97520 AUTHORIZED REPRESENTATIVE Ai-uJJJ~ ACORD 25 (2009/09) @1988,2009 ACORD CORPORATION. All rights rosBrved. The ACORD name and logo are registered marks of ACORD ..> r~' CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541) 488,5300 CITY RECORDER 1-' ~/~~;~~1 Page 1/1 -I C' "RO NUMBER. .." 10239 VENDOR: 013773 KITTELSON & ASSOCIATES INC 610 SW ALDER STREET SUITE 700 PORTLAND, OR 97205 SHIP TO: Ashland Public Works (541) 488-5587 51 WINBURN WAY ASHLAND, OR 97520 FOB Point: Terms: Net 30 days Req. Del. Date: Speciallnst: Roq. No.: Dopt.: Contact: Mike Faught Confirming? No tiJrQua~iifu:t:., ~:''ri.Tni{t; ',i~y.!:."'<."f "':': T,"." 'i';";:',:,\;:":'::"'~,' b'escij5iiCili:";'.~.,;..' .:' :,";." ::i"'. ;;':1~f ;.;~ tlJnW'p.rjce,'-,':~ I;" ","." ExE1=?flc'e.:'"" ,~:: :'>!.,:,I>'- .., N. Main Road Diet Engineering Services 30,000.00 Contract for Personal Services Beginning date: February 4, 2011 Completion date: December 31,2012 Insurance required/On file SUBTOTAL 30 000.00 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2028 TOTAL 30,000.00 ASHLAND, OR 97520 ~ :;:/AcccmnrNumBer;_~;,~l;~ tiU~K'P.roje'c(NumtierAi.;~:~:s; (;{'f;ii!itfi,Wn"o'un't~~ ~~jiiTAcc'oiintfNiJfrib8r_[l;i'~ i:~!E}rjfr_oJecrNum6e;h{;nf,}~~ J~f;~;~,j3jf~r11ol:Jnil~;tr:U~ E 71 0.08.1 1 .00.60410 E 201 124.1 00 30 000.00 .4271 .:7..---? ~z ~// Auth6tized SI natufe VENDOR COPY 9 CITY OF ASHLAND REQillSITION No. PW ,FY2011 Department PW ENGINEERING Vendor Kittelson & Associates, Inc. 610 SW Alder Street, Suite 700 Portland, OR 97205 Account No. 710.08.11.00.604100 Date June 16,2011 Requested Delivery Date Deliver To Mike Faught Via (' Note: Please allow approximately two(2) weeks for delivet)' on ite,ms not generally caned in stored, and approximately two (2) months on printing jobs.) Item No, Quantity Unit Description Use of Purchasing Office Only Unit Price TotaIPrice PO No. N. Main Road Diet engineering services $ 30,000.00 Findings: City does not employ a traffic engineer BID IRFP I EXEMPT: Contract Start Date: 4-Feb,11 Contract Completion Date: Insurance on file: IYES INO Proiect No: 11,24 North Main Rnad Diet Job No. Unit No. I hereby certify that tbe above items are necessary for the operation oflhis department and are budgeted ~~.Q ~-t-- Department Head or Authorized Person Issued By Date Received By ~~, ~ 6,,{Z--;; /' G:lpub-wrksleng\11-24 N Main Road DietlA_AdminI11-24 N Main Road Diet Requisition.xls