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Fanno Creek Park & Public Use Area Master Plan
CITY OF TIGARD,OREGON PROFESSIONAL SERVICES AGREEMENT FANNO CREEK PARK&PUBLIC USE AREA MASTER PLAN THIS AGREEMENT, made and entered into this 17 day of April, 2007, by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and Walker Macy, whose authorized representative is Michael Zilis, and having a principal being a registered Firm of the State of Oregon,hereinafter referred to as the "Firm." RECITALS WHEREAS, the City's 2006-2007 Fiscal Year budget provides for professional design services of a landscape architecture firm for preparation of a master plan for Fanno Creek Park and the Public Use Area in Downtown;and WHEREAS, the accomplishment of the work and services described in this Agreement is necessary and essential to the program of the City;and WHEREAS, the City desires to engage the Firm to render professional landscape architectural services for the project described in this Agreement, and the Firm is willing and qualified to perform such services; THEREFORE, in consideration of the promises and covenants contained herein, the parties hereby agree as follows: 1. Firm's Scope of Services The Firm shall perform professional landscape architectural and design services relevant to the Project in accordance with the terms and conditions set forth herein,and as provided in Exhibit 1 Scope of Services & Deliverables, and Exhibit 2 Project Schedule, which are attached hereto and by this reference made a part of this Agreement. The project schedule and arrangement of tasks may be adjusted depending on project needs. 2. Effective Date and Duration This agreement shall become effective upon the date of execution by the City's Local Contract Review Board, and shall expire,unless otherwise terminated or extended, on completion of the work or June 30, 2008 whichever comes first. All work under this Agreement shall be completed prior to the expiration of this Agreement. 3. Firm's Fee A. Basic Fee 1) As compensation for Basic Services as described in Exhibit 1 of this Agreement, and for services required in the fulfillment of Paragraph 1, the Firm shall be paid on an hourly rate based upon the "Schedule of Rates" in Exhibit 1 of this agreement, which shall constitute full and complete payment for said services and all expenditures which may be made and expenses incurred, except as otherwise expressly provided in this Agreement. The Basic Fee shall not exceed the amount of one hundred and seventy Fanno Creek Park/Plaza Agreement—Page 1 LF 3' seven thousand one hundred and forty seven dollars ($177,147.00) without prior written authorization. 2) The parties hereto do expressly agree that the Basic Fee is based upon the Scope of Services to be provided by the Firm and is not necessarily related to the estimated construction cost of the Project. In the event that the actual construction cost differs from the estimated construction cost, the Firm's compensation will not be adjusted unless the Scope of Services to be provided by the Firm changes and is authorized and accepted by the City. B. Payment Schedule for Basic Fee Payments shall be made upon receipt of billings based on the work completed. Billings shall be submitted by the Firm periodically, but not more frequently than monthly. Payment by the City shall release the City from any further obligation for payment to the engineer for service or services performed or expenses incurred as of the date of the statement of services. Payment shall be made only for work actually completed as of the date of invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. C. Payment for Special Services Only when directed in writing by the City, the Firm shall furnish or acquire for the City the professional and technical services based on the hourly rate schedule as described in Exhibit 1 of this contract for minor project additions and/or alterations. D. Certified Cost Records The Firm shall furnish certified cost records for all billings pertaining to other than lump sum fees to substantiate all charges. For such purposes, the books of account of the Firm shall be subject to audit by the City. The Firm shall complete work and cost records for all billings on such forms and in such manner as will be satisfactory to the City. E. Contract Identification The Firm shall furnish to the City its employer identification number, as designated by the Internal Revenue Service, or social security number, as the City deems applicable. F. Payment—General 1) Firm shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. 2) Firm shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one week except for individuals under the contract who are excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime. 3) Firm shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Firm or all sums which Firm agrees to pay for such services and all moneys and sums which Firm collected or deducted from the wages Fanno Creek Park/Plaza Agreement—Page 2 of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. 4) The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. 5) Firm shall make payments promptly, as due, to all persons supplying services or materials for work covered under this contract. Firm shall not permit any lien or claim to be filed or prosecuted against the City on any account of any service or materials furnished. 6) If Firm fails, neglects or refuses to make prompt payment of any claim for labor, materials, or services furnished to Firm, sub-consultant or subcontractor by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due to the Firm. The payment of the claim in this manner shall not relieve Firm or their surety from obligation with respect to any unpaid claims. 4. Ownership of Plans and Documents: Records A. The field notes, design notes, and original drawings of the construction plans, as instruments of service, are and shall remain, the property of the Firm; however, the City shall be furnished, at no additional cost, one set of previously approved reproducible drawings, on 3 mil minimum thickness mylar as well as diskette in "DWG" or "DXF" format, of the original drawings of the work. The City shall have unlimited authority to use the materials received from the Firm in any way the City deems necessary. The Firm shall not be responsible if the materials are used for any project other than for which they are intended. B. The City shall make copies, for the use of and without cost to the Firm, of all of its maps, records, laboratory tests, or other data pertinent to the work to be performed by the Firm pursuant to this Agreement, and also make available any other maps, records, or other materials available to the City from any other public agency or body. C. The Firm shall furnish to the City, copies of all maps, records, field notes, and soil tests which were developed in the course of work for the City and for which compensation has been received by the Firm at no additional expense to the City except as provided elsewhere in this Agreement. 5. Assignment/Delegation Neither party shall assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment shall be of any force or effect whatsoever unless and until the other party has so consented. If City agrees to assignment of tasks to a subcontract, Firm shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them, and neither the approval by City of any subcontractor not anything contained herein shall be deemed to create any contractual relation between the subcontractor and City. 6. Firm is Independent Contractor Fanno Creek Park/Plaza Agreement—Page 3 A. The City's project director, or designee, shall be responsible for determining whether Firm's work product is satisfactory and consistent with this agreement, but Firm is not subject to the direction and control of the City. Firm shall be an independent contractor for all purposes and shall be entitled to no compensation other than the compensation provided for under Section 3 of this Agreement. B. Firm is an independent contractor and not an employee of City. Firm acknowledges Firm's status as an independent contractor and acknowledges that Firm is not an employee of the City for purposes of workers compensation law, public employee benefits law, or any other law. All persons retained by Firm to provide services under this contract are employees of Firm and not of City. The Firm acknowledges that it is not entitled to benefits of any kind to which a City employee is entitled and that it shall be solely responsible for workers compensation coverage for its employees and all other payments and taxes required by law. Furthermore, in the event that Firm is found by a court of law or an administrative agency to be an employee of the City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Firm under the terms of the agreement, to the full extent of any benefits or other remuneration Firm receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Firm or to a third party) as a result of said finding. C. The undersigned Firm hereby represents that no employee of the City or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from the Firm, either directly or indirectly,in connection with the letting or performance of this Agreement, except as specifically declared in writing. D. If this payment is to be charged against Federal funds, Firm certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed his/her normal charge for the type of service provided. E. Firm and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System. F. Firm certifies that it currently has a City business tax receipt or will obtain one prior to delivering services under this Agreement. G. Firm is not an officer,employee, or agent of the City as those terms are used in ORS 30.265. 7. Indemnity A. The City has relied upon the professional ability and training of the Firm as a material inducement to enter into this Agreement. The Firm represents to the City that the work under this contract will be performedin accordance with the professional Fanno Creek Park/Plaza Agreement—Page 4 standards of skill and care ordinarily exercised by members of the Landscape Architecture profession under similar conditions and circumstances as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of an Firm's work by the City shall not operate as a waiver or release. Acceptance of documents by City does not relieve Firm of any responsibility for design deficiencies,errors or omissions. B. Claims for other than Professional Liability. The Firm shall defend, save and hold harmless the City of Tigard,its officers,agents, and employees from all claims, suits, or actions and all expenses incidental to the investigation and defense thereof, to the extent caused by negligent and intentionally wrongful acts of Firm or its subcontractors, sub-consultants, agents or employees under this contract. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. C. Claims for Professional Liability. Firm shall defend, save and hold harmless the City of Tigard, its officers, agents, and employees from all claims, suits, or actions and all expenses incidental to the investigation and defense thereof, to the extent caused by the professional negligent acts, errors or omissions of Firm or its subcontractors, sub- consultants, agents or employees in performance of professional services under this agreement. D. As used in subsections B and C of this section,a claim for professional responsibility is a claim made against the City in which the City's alleged liability results directly or indirectly,in whole or in part, from the quality of the professional services provided by Firm, regardless of the type of claim made against the City. A claim for other than professional responsibility is a claim made against the City in which the City's alleged liability results from an act or omission by Firm unrelated to the quality of professional services provided by Firm. 8. Insurance Firm and its subcontractors shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Firm's activities or work hereunder, including the operations of its subcontractors of any tier. Such insurance shall include provisions that such insurance is primary insurance with respect to the interests of City and that any other insurance maintained by City is excess and not contributory insurance with the insurance required hereunder. The policy or policies of insurance maintained by the Firm and its subcontractors shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Firm shall obtain, at Firm's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an"occurrence" form (1996 ISO or equivalent). This coverage Fanno Creek Park/Plaza Agreement—Page 5 shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $2,000,000 Products-Completed Operations Aggregate 1,000,000 Personal&Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Damage (Any one fire) 50,000 Medical Expense (Any one person) 5,000 B. Professional Liability Firm shall obtain, at Firm's expense, and keep in effect during the term of this contract, Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts. Combined single limit per claim shall not be less than $1,000,000, or the equivalent. Annual aggregate limit shall not be less than $2,000,000 and filed on a"claims-made" form. C. Commercial Automobile Insurance Firm shall also obtain, at Firm's expense, and keep in effect during the term of the contract (Symbol 1 or Symbols 8 and 9 as applicable) Commercial Automobile Liability coverage on an "occurrence" form including coverage for all owned, hired, and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than$1,000,000. D. Workers' Compensation Insurance The Firm, its subcontractors, if any, and all employers providing work, labor or materials under this Contract are subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Firms who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than $100,000 each accident. E. Additional Insured Provision The Commercial General Liability Insurance Policy and other policies the City deems necessary shall include the City its officers, directors, and employees as additional insureds with respect to this contract. Coverage will be endorsed to provide a per project aggregate. F. Extended Reporting Coverage If any of the aforementioned liability insurance is arranged on a"claims-made" basis, Extended Reporting coverage will be required at the completion of this contract to a duration of 24 months or the maximum time period the Firm's insurer will provide Fanno Creek Park/Plaza Agreement—Page 6 such if less than 24 months. Firm will be responsible for furnishing certification of Extended Reporting coverage as described or continuous "claims-made" liability coverage for 24 months following contract completion. Continuous "claims-made" coverage will be acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or before the effective date of this contract. Coverage will be endorsed to provide a per project aggregate. G. Notice of Cancellation There shall be no cancellation, material change, exhaustion of aggregate limits or intent not to renew insurance coverage without 30 days written notice to the City. Any failure to comply with this provision will not affect the insurance coverage provided to the City. The 30 days notice of cancellation provision shall be physically endorsed on to the policy. H. Insurance Carrier Rating Coverage provided by the Firm must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carriers)with an unacceptable financial rating. I. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Firm shall furnish a Certificate of Insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The certificate will specify and document all provisions within this contract. A renewal certificate will be sent to the address below ten days prior to coverage expiration. J. Primary Coverage Clarification The parties agree that Firm's coverage shall be primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. K. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in all general liability,professional liability,pollution,and errors and omissions policies required by this contract. Firm's insurance policy shall contain provisions that such policies shall not be canceled or their limits of liability reduced without 30 days prior notice to City. A copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company, or at the discretion of City, in lieu thereof, a certificate in form satisfactory to City certifying to the issuance of such insurance shall be forwarded to: City of Tigard Attn: Joseph Barrett,Buyer 13125 SW Hall Blvd. Tigard, Oregon 97223 Fanno Creek Park/Plaza:Agreement—Page 7 Such policies or certificates must be delivered prior to commencement of the work. Thirty days cancellation notice shall be provided City by certified mail to the name at the address listed above in event of cancellation or non-renewal of the insurance. The procuring of such required insurance shall not be construed to limit Firm's liability hereunder. Notwithstanding said insurance, Firm shall be obligated for the total amount of any damage,injury, or loss caused by negligence or neglect connected with this contract. 9. Termination At any time and without cause, City shall have the right in its sole discretion, to terminate this Agreement by giving notice to Firm. If City terminates the contract pursuant to this paragraph,it shall pay Firm for services rendered to the date of termination. A. City may terminate this Agreement effective upon delivery of written notice to Firm, or at such later date as may be established by City,under any of the following conditions: 1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds. 2) If Federal or State regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. Any such termination of this agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Firm, may terminate the whole or any part of this Agreement: 1) If Firm fails to provide services called for by this agreement within the time specified herein or any extension thereof, or 2) If Firm fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten days or such other period as City may authorize. 3) If any license or certificate required by law or regulation to be held by Firm, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 4) If Firm becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by or against Firm, if a receiver or trustee is appointed for Firm, or if there is an assignment for the benefit of creditors of Firm. Fanno Creek Park/Plaza Agreement—Page 8 The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Firm shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Firm shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Firm bear to the total services otherwise required to be performed for such total fee; provided, that there shall be deducted from such amount the amount of damages,if any, sustained by City due to breach of contract by Firm. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 10. Non-Waiver The failure of City to insist upon or enforce strict performance by Firm of any of the terms of this Agreement or to exercise any rights hereunder, should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 11. Method and Place of Giving Notice, Submitting Bills and MakiMPayments All notices, bills and payments shall be made in writing and may be given by personal delivery, mail, or by fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices,bills,payments,and other information: City of Tigard Walker Macy: Attn: Phil Nachbar, Senior Planner Attn: Laura Herbon 13125 SW Hall Blvd 111 SW Oak Street, Suite 200 Tigard, Oregon 97223 Portland, OR 97204 Phone: 503 718-2557 Phone: 503-228-3122 Fax: 503 624-3681 Fax: 503-273-8878 Email Address: Phil @tiand-or. ov Email Address: Iherbon@walkerinacy.com and when so addressed, shall be deemed given upon deposit in the United States mail,postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances, notices,bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices,bills and payments are to be given by giving written notice pursuant to this paragraph. 12. Merger This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. 13. Force Majeure Neither City nor Firm shall be considered in default because of any delays in completion and Fanno Creek Park/Plaza Agreement—Page 9 responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the parties so disenabled shall within ten days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 14. Non-Discrimination Firm agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Firm also shall comply with the Americans with Disabilities Act of 1990, ORS 659.425, and all regulations and administrative rules established pursuant to those laws. All facilities designed by Firm under this contract shall be designed to be readily accessible to and usable by individuals with disabilities as required by the Americans with Disabilities Act. 15. Errors Firm shall perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost. 16. Extra (Changes) Work Only the City's Project Manager, Phil Nachbar, may authorize extra (and/or change) work. Failure of Firm to secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract price or contract time due to such unauthorized extra work and Firm thereafter shall be entitled to no compensation whatsoever for the performance of such work. 17. Governing Law The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. 18. Compliance With Applicable Law Firm shall comply with all federal, state, and local laws and ordinances applicable to the work under this Agreement,including those set forth in ORS 279C. 19. Conflict Between Terms It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument in the proposal of the contract, this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith. 20. Access to Records City shall have access to such books, documents, papers and records of Firm as are directly Fanno Creek Park/Plaza Agreement—Page 10 pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 21. Audit Firm shall maintain records to assure conformance with the terms and conditions of this Agreement, and to assure adequate performance and accurate expenditures within the contract period. Firm agrees to permit City, the State of Oregon, the federal government, or their duly authorized representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of funds. 22. Severability In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 23. Industrial Accident Fund Payment Firm shall pay all contributions or amount due the Industrial Accident Fund form that Firm or subcontractors incur during the performance of this Agreement. 24. Complete Agreement This Agreement and attached exhibit(s) constitutes the entire Agreement between the parties. No waiver, consent,modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Firm, by the signature of its authorized representative, hereby acknowledges that he/she has read this Agreement, understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Firm has executed this Agreement on the date hereinabove first written. Approved by the Tigard Local Contract Review Board at its regular meeting on March 13,2007. CITY OF T 7 �T By: Crai -tosser,City Manager Date FIRM Print Firrj Name /T uthorized Representative ,Zo,o Signature Date Fano Creek Park/Plaza Agreement—Page 11 Exhibit 1 Scope of Work&Deliverables Master Plan for Fanno Creek Park and Public Use Area Note: The term "PMT" refers to the Project Management Team. Meetings and Project Schedule. Meetings include: Project Team Meetings (12), Steering Committee Meetings (4), Public Open Houses (3), and Council Meetings (3). The Scope of Work below identifies specific meetings which may be adjusted as to time or substituted from one type to another depending on needs without a change to fees. The Scope of Work below is arranged by task in accordance with the Proposed Project Schedule as shown in Exhibit 2 Schedule. The schedule and arrangement of tasks may be adjusted depending on project needs. For Project Team and Steering Committee Meetings, Walker Macy shall provide a draft agenda for review / approval by the Project Manager. Phase I. Technical Investigations, Opportunities and Constraints, Programming and Concept Design Task 1 Project Initiation 1.1 Prepare Wlork Plan Prepare detailed work plan outlining complete scope of services and approach to the work. The work plan will include specific tasks, costs by task and discipline, deliverables, review periods and proposed meetings with the Project Management Team and Steering Committee. The final project work plan (and schedule) will be negotiated and approved by the City's Project Manager. The project schedule will highlight important milestone dates and project delivery deadlines. 1.2 Kick-off Meeting Attend a joint kick-off meeting with City staff, Project Management Team (PMT) and Steering Committee (SC) to discuss critical aspects of the work including discussion about design challenges, goals and objectives, the work plan, project timeline and public involvement process. Tour project area with PMT and Steering Page 1 Exhibit 1,Scope of Work and Deliverables Committee. Discuss possible site options for Public Use Area. Obtain all relevant project information from City staff. Hand out packets (prepared by City) including simplified schedule of timeline for Committee members. [PMT#1/ SC#1] Task 1 Deliverables: • Work Plan • Schedule Task Two: Obtain and Review Technical Data 2.1 Review Existing Project Information This task will focus on acquiring all pertinent existing technical information about the study area and its review. Review existing survey information, land use regulations, proposed future land use maps, zoning requirements, and all relevant planning documents,including the following: • Downtown Improvement Plan • Downtown Implementation Strategy, • Tigard City Center Urban Renewal Plan • Downtown Streetscape Plan Review ownership maps (tax lot maps), right-of-way maps, utility information, natural resource studies, Fanno Creek hydrology and hydraulics studies (from Clean Water Services), soils and geotechnical studies, Phase I Environmental Studies, watershed information, development agreements and (ODOT and Railroad transportation plans for commuter and freight trains lines passing through Tigard). Coordinate with Clean Water Services and their consultant to obtain all relevant watershed, hydrologic information, and wetland delineations. 2.2 Assemble Base Maps Prepare electronic base drawings for project documentation. Project Area: The project area for the master plan work includes Fanno Creek Park (22.8 acres total less the channel areas) between Hall Blvd. and Main Street, the park Page 2 Exhibit 1,Scope of Work and Deliverables expansion areas (the floodplain portions of the Stevens Marine Inc. property and the Stevenson property), and the Public Use Area (to be determined by Task 3.3). 2.3 Using the City's electronic GIS information, develop a context base plan for the park with two blocks of urban fabric surrounding the boundaries of the project area to include the rail corridor to the NE, the library property east of Hall Blvd, neighborhoods to the SW,and 99W to the west. 2.4 Site Reconnaissance and Assessment Review and evaluate existing conditions that affect the study area design, including physical characteristics such as current land use, adjacent land uses, existing infrastructure, access, site circulation, grades and slopes, edge conditions, vegetation, soil conditions, geo-tech, and hazardous materials (as provided) watershed, Fanno Creek (existing conditions and hydrology study and analysis provided by Clean Water Services), habitats, natural resources, ownership, utilities, sun/ shade patterns, noise, wind, views and visual qualities. Existing conditions, opportunities and constraints, and site assessment findings will be developed graphically and summarized in a written narrative. Task 2 Deliverables: • Electronic Base Maps,including Context Base Plan • Site Assessment Graphics • Summary Written Narrative Task Three: Urban Context Analysis/ Public Open Space Programming (Concurrent with Task Two) 3.1 Evaluate Existing Urban Setting Evaluate and document existing urban development (Concurrent with Task 2.3 above). Review relationship of park/ public use area to identified gateway options, "Urban Creek Corridor", civic center block, existing and anticipated future development. Evaluate the park and public use area in terms of its existing and Page 3 Exhibit 1,Scope of Work and Deliverables future role in the urban context, and the Tigard Downtown Improvement Plan. 3.2 Identij Trends in Successful Public Use Area Precedents Based on past project experience and a review of precedents of similar size and scale, compile a number of images and ideas about plaza programming and design that are directly relevant to the Downtown Tigard Public Use Area. Identify trends, programmatic and design ideas for consideration in Tigard. 3.3 Playa Location Study Identify options for siting of the public plaza in Downtown. Criteria for siting will be based on criteria as conveyed by staff and professional experience of Walker Macy. Options shall address the plaza's location within the vicinity of its conceptual location within the Downtown Plan,but shall consider the area from Main St. to Ash St., Fanno Creek Park to the railroad. The location study shall identify preliminary locations and spatial relationships for other key public and private spaces within the vicinity such as a performing arts area, an Urban Creek Corridor, adjoining development, Main St. and identify how the future plaza would physically relate to these areas. The Study shall include options with and without the Urban Creek Corridor, and circulation needs. Identify 2 to 3 sites for the plaza, develop sketch level urban design study diagrams to scale, refine diagrams for presentation, and recommend the best location for future plaza space. Meet with PMT to discuss preliminary study diagrams. [PMT#2] 3.4 Park and Playa Programming Following agreement as to the location of the public use area, develop a plaza and park program. The program will address desired program activities for the park and plaza. The list of activities will be tested to insure that spatial requirements can be met for each potential activity. The final program will be summarized in a Programming Matrix that will be presented to the City's PMT and Steering Committee for input. [PMT#3/ SC#2] 3.5 One on One Meetings with Adjacent Properly Owners Page 4 Exhibit 1,Scope of Work and Deliverables Conduct three sets of stakeholder meetings with property owners adjacent to the selected plaza site, and / gateways at strategic times during the design process. Meetings will occur individually in private to assist them in understanding the implications of the new plaza/park improvements and allow for a dialogue regarding their redevelopment potential. The objective of the meetings is to identify opposition, concerns, opportunities, and be able to move forward towards consensus for the master plan. 3.6 Meeting: PowerPoint Presentation (Pla.Za precedents/ programming Present plaza precedents and Programming Matrix to the PMT and Steering Committee in a joint meeting. Discuss highest and best program activities to carry forward into the conceptual design phase. [PMT#4/ SC#3] 3.7 Summary Narrative Prepare written summary of public open space planning, urban design, and programming considerations that influence park and plaza design. This written summary will be included as one section of the overall project master plan report. Task 3 Deliverables: • Urban Context Evaluation Graphic • Plaza Location Diagrams / Recommendations • Programming Matrix • PowerPoint Presentation • Written Summary Narrative Task Four: City Council Meeting [#1 Plaza location, Park and Plaza Programming] Present results and recommendations for plaza location and park and plaza programming for Council review / approval. Task Five: First Public Open House [#1 Site Analysis, Plaza Location, Park and Plaza Programming] Facilitate the meeting, make presentations, and receive and record public input, The first public meeting will: 1) present site analysis, opportunities and constraints, Page 5 Exhibit 1,Scope of Work and Deliverables present the plaza location study, and programming needs for the park and public use area. Meeting process shall be focused on obtaining public input as to programming needs for the park and public use area. Consultant will work with City staff to determine the best means of obtaining a public response. Task Six: Concept Alternatives 6.1 Generate Concept Alternatives Using the site assessment findings, urban setting evaluation, programming information and input from the first City Council and public meetings, create three concept design alternatives that address the desired program for the park and plaza. . The concepts will address site context, urban design, site access and circulation, thematic development, connections to redevelopment areas, general parking lot size and location(s), space requirements and general location of all program elements on the site, including public art, water features, hardscape and landscape development. During design, consider the integration of expansion and build-out in areas adjacent to the plaza, gateway on Main St. and properties adjacent to the park expansion areas including building massing and locations, and R.O.W. design standards developed for adjacent streets. The concept design shall incorporate green building and sustainability practices. Develop concept alternatives that describe and illustrate the strengths and weaknesses of various design approaches in a free hand, simple manner for review. There may be some common design components among the alternatives but there must be substantive differences to allow reviewers choices. Each alternative should also indicate its underlying programming assumptions and implications, and hierarchy of design decisions. Concept plans will be prepared to a sufficient level of detail to allow discussion and decision on design preferences. Concept Plans shall each include a site plan, and perspectives / "obliques" of key Park and Public Use Area spaces sufficient to illustrate key differences among concepts. Plan drawings, sections, sketches and renderings will be developed as needed to clearly convey design intent. Develop graphics that represent the 3-dimensional spatial qualities of the alternative Page 6 Exhibit 1,Scope of Work and Deliverables designs. The project manager and consultant shall jointly determine the type of graphics that will best represent each alternative. Coordination with Clean Water Services: In generating concept alternatives, the design team will coordinate with the Clean Water Services Consultant and explore ways to integrate the restoration of Fanno Creek, it's floodplain, and ecological habitat areas within the park site. The goal of the cooperative effort is to integrate the restored creek landscape and park landscape seamlessly, and to provide directed access to resource or interpretive areas, but limit access to high quality habitat areas. 6.2 One on One Meetings with Adjacent Property Owners(Redevelopment Potential) During the second set of meetings with adjacent property owners we will explore the redevelopment potential of the adjacent properties with them and gain their input prior to developing graphic design scenarios and guidelines. 6.3 Prepare Written Narrative (Concept Alternatives) Describe each concept alternative and their "fit" within the Tigard Downtown Improvement Plan. This written narrative will be included in the overall master plan report. 6.4 Preliminary Design Guidelines forAdjacent Properties Develop design scenarios for future adjoining development which functions programmatically, and is of appropriate design and scale for community use. Develop 3-dimensional and elevational concept drawings of mixed use development adjoining the Public Use Area and Gateways in order to develop design guidelines. The concept drawings shall illustrate key design elements that should become part of the written designguidelines for adjoining properties for eventual inclusion in the City Code. Develop written design guidelines for future adjoining development which may be incorporated into the code amendment process. 6.5 Meetings During Task 6: Concept Alternatives, attend four bi-weekly meetings with the City Page 7 Exhibit 1, Scope of Work and Deliverables Project Manager, including members of the PMT as needed. Attend one meeting with the Steering Committee to discuss relevant aspects of the work. [PMT#'s 5,6,7,8/ SC#4] Task 6 Deliverables • Three Concept Design Alternatives • Summary of Green Building Design and Sustaianability Practices • Written Narrative describing alternative concept designs and urban design and prograimning • Preliminary Design Guidelines for Adjoining properties Task Seven: Second Public Meeting [#2 Concept Alternatives] The second public meeting will focus on gaining public opinion and preferences for the park and public use area design alternatives. Consultant shall work with staff to determine the best means of obtaining a public response. In conjunction with City staff, the team will facilitate the meeting, receive and record public input. Consultant will work with City staff to determine the best means of obtaining a public response. Task Eight: City Council Meeting [#3 Concept Alternatives] Present Concept Alternatives to Tigard City Council as a PowerPoint presentation. Phase H.• Master Plan for Fanno Creek Park and Public Use Area Task Nine: Master Plan 9.1 Develop Master Plan Based on input received, generate a single design concept which incorporates the preferred components of the three alternates, or further refines the preferred option. The Master Plan will be developed in plan, section, elevations, perspectives, as required to illustrate design intent. The Master Plan will be developed to a level of design necessary to insure that it is feasible to construct, and that adequate attention to factors affecting its construction have been incorporated into the Plan. The master plan will include pedestrian circulation, grading, landscape, and planting concept, lighting concept, relationship to public transportation and integration of Page 8 Exhibit 1,Scope of Work and Deliverables public art. It will clearly demonstrate how the Park and Public Use Area design will function as a park with streets open to traffic and when surrounding streets are closed (in whole or part) in keeping with the overall urban design vision for the area. The master plan for the Public Use Area should also demonstrate the assumptions under which the urban design vision is accommodated (programmed use and function) and the broader goals of linking the Public Use Area with the Urban Creek Corridor and Civic Center block. Specific topics to be addressed at Fanno Creek Park and the Public Use Area include: • Relationship of Park and Public Use Area to streets (and R.O.W. design standards) and adjacent existing development • Relationship of Park and Public Use Area to future redevelopment anticipated along the northeastern boundary of the Park, the proposed Urban Creek Corridor, and Civic Center block. • Innovative storm water management • Operations and maintenance efficiency and design sustainability • Defensible space • Circulation,internal and external • Parking • Hardscape design • Habitat identification areas • Creek modifications and grading (performed by CWS) • Grading • Relationship to Gateways • Public Restrooms The final master plan will be illustrated by the design team with presentation quality color graphics (board size up to 36 x 48 and sheet size, 8 1/2 by 11 or 11 by 17) of site and context plans, sections, and elevations with appropriate detail. Final drawings will include a minimum of the following: detailed and illustrated site plan conveying the urban design context (1); a more detailed rendered site plan (1) and aerial "obliques" or perspectives of key spaces in the park and public use area (5). The decision as to type, location and number of graphics will be determined by the Project Manager and Walker Mary. All drawings shall be suitable for filming, inclusion in newsletters, other publication, and on-line. Page 9 Exhibit 1,Scope of Work and Deliverables 9.2 One on One Meetings with Adjacent Pmperty Owners Design Guidelines / Redevelopment Concepts) Meet with property owners to show them design guidelines and redevelopment concepts that benefit the broader community and maintain or improve the value of their properties. The objective of this meeting is allow them to react, discuss and engage in dialogue about the guidelines before becoming part of the City code. 9.3 Finali.Ze Design Guidelines forAdjacent Properties Utilizing input from the PMT, Steering Committee and one-on-one meetings with adjacent property owners, prepare final Design Guidelines for future development of properties adjoining the public use area. 9.4 Cost Estimate Generate a estimate of probable construction costs for all park and plaza improvements. The cost estimate shall be based on the master plan. 9.5 Master Plan Report Utilizing all the previously written components prepared throughout the design process, assemble and prepare draft and final Master Plan Reports. Reports shall be reviewed by City staff and others as appropriate at draft stage prior to developing a final version. Final report will be completed after Tasks 9 and 10. 9.6 Meetings Attend bi-weekly meetings with the City Project Manager (total 4), including the PMT as needed. Attend one meeting with the Steering Committee to discuss relevant aspects of the work. [PMT#'s 9,10,11,12/ SC #5] Task 9 Deliverables. • Illustrative Master Plan Graphics (as described above) • Final Design Guidelines Page 10 Exhibit 1,Scope of Work and Deliverables • Draft and Final Master Plan Reports • Cost Estimate Task Ten: Third Public Meeting [#3] The third public meeting will focus on presenting the schematic design and obtaining gaining public opinion and preferences for the park and public use area design. Following a presentation of the Concept Alternatives, public input will be obtained in an open house format. In conjunction with City staff, we will facilitate the meeting, receive and record public input. Task Eleven: City Council Meeting [#3] 11.1 Preparation. 11.2 Present Final Master Plan and Report to Tigard City Council. Fees and Expenses The following labor fees for the work described in the Work Plan by task: Task 1 Project Initiation $2,738 Task 2 Obtain and Review Technical Data $14,400 Task 3 Urban Context Analysis/ Public Use Space Programming (Concurrent w/ Task 2) $35,890 Task 4 City Council Meeting $1,375 Task 5 First Public Meeting $1,980 Task 6 Concept Alternatives $54,213 Task 7 Second Public Meering $1,905 Task 8 City Council Meeting $1,430 Task 9 Master Plan $50,701 Task 10 Third Public Meeting $1,905 Task 11 City Council Meeting $1,375 Total Labor Fees $167,912 Estimated Reimbursable Expenses $9,235 TOTAL FEES $177,147 Page 11 Exhibit 1,Scope of Work and Deliverables This total fee represents a not-to-exceed budget. Billing shall occur monthly at a percent completed by task. Reimbursable expenses will be billed at cost plus 10%. An estimate of their cost is approximately 5% of design fees. For this contract,hourly rates for all personnel presented in this proposal are as follows: Walker Macy Michael Zilis $130/ hour Laura Herbon $ 90/ hour Doug Macy $140/ hour Ben Johnson $ 75/ hour Caitilin Pope-Daum $ 55/ hour Kpff Consulting Engineers Matt Keenan $118/ hour Paul Dedyo $110/ hour Design Civil Engineer $118/ hour Craig Totten (Structural Eng.) $175/ hour CAD Drafting $ 75/ hour SERA Architects John Echlin $160/ hour Tim Richard $ 97/ hour David Berniker $ 88/ hour Matthew Arnold $ 97/ hour PAE Consulting Engineers, Inc./ Luma Lighting Design Mark Ramsby $150/ hour Grant Parthemer $145/ hour Karen Whitman Consulting Karen Whitman $175/ hour Rider Hunt Levett & Bailey Graham Roy $145/ hour Page 12 Exhibit 1, Scope of Work and Deliverables City's Role & Responsibilities In addition to discussions of the project's planning efforts and taking part in the design dialogue, the City shall take the lead on the following tasks: 1. Organize City Team meetings. 2. Provide pertinent files and documentation, including: site survey, soils report, geotechnical report, Phase I Environmental studies, previous studies, wedand delineation from CWS consultant, Fanno Creek hydraulics & hydrology study from CWS consultant. 3. The City Project Manager will be available to respond to daily inquiries and be the primary point of contact for members of the consulting team. 4. Make arrangements for public meetings and presentations (e.g. arrange for venues and appropriate set-up; provide notification of meeting times and places to the public, stakeholders, media representatives, and government officials). Provide the team with political"hot button" topics, and level of interest on the part of government officials. 5. Other tasks may include: ■ Respond to public and media inquiries ■ Provide contact information as appropriate (i.e. City, County, State Federal agencies and officials) ■ Review, approve and distribute consultant prepared materials to appropriate public and private individuals (e.g. memos,meeting notes,reports) ■ Attend significant regulatory agency meetings as an official City representative with authority to assist in discussions and decisions ■ When necessary, act as a project ombudsman to overcome inter-agency and inter- department conflicts Page 13 Exhibit 1,Scope of Work and Deliverables f ® > 0 § - ^ g ; p : O } ) _ O \ / / \ 2 c 4 o e may = - ) ! ) ) 72 - 2 - - ) \ ACORD CERTIFICATE OF LIABILITY INSURANCEDATE(MWDD/YYYY) 4/3/2007 PRODUCER (503)222-1831 FAX (503)274-0323 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE JBL&K Insurance Agency HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 220 NW 2nd Avenue ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Suite 800 Portland OR 97209 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A:Hartford Casualty 29424 WALKER MACY LLC DBA WALKER MACY INSURER B:Hartford Underwriters Ins 30104 111 SW OAK STREET, SUITE 200 INSURER c:Hartford Ins Co of 37478 Suite 200 INSURER D:Executive Risk Indemnity 35181 PORTLAND OR 97204 INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD-LI POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/YY) DATE(MMIDDIYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREM SES GE TOEa coeRE ED r ante $ 300,000) A CLAIMS MADE aOCCUR 52SBAPM3805X 6/1/2006 6/1/2007 MED EXP(Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ 2,000,000 X1 POLICY JELOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT X ANY AUTO (Ea accident) $ 1,000,000 B ALL OWNED AUTOS 52UECUS3651X 6/1/2006 6/1./2007 BODILY INJURY (Per person) $ SCHEDULED AUTOS X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGG $ EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ 1,000,000 OCCUR F—I CLAIMS MADE AGGREGATE $ 1,000,000 A DEDUCTIBLE 52SBAPM3805X 6/1/2006 6/1/2007 $ RX RETENTION 510,000 $ C WORKERS COMPENSATION AND X TORV LIMITS OER EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE El EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? 52WECPG2464 4/1/2007 4/1/2008 E.L.DISEASE-EA EMPLOYEE$ 500,000 If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 D OTHER professional Liab 68015681 10/1/2005 6/1/2007 Each Claim Limit 1,000,000 Aggregate 1,000,000 Retention 25,000 DESCRIPTION OF OPERATIONS!LOCATIONS/VEH ICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: FANNO CREEK PARK & PUBLIC USE AREA MASTER PLAN. City of Tigard, its officers, directors, and employees are included as additional insured (Excl WC & Prof Liab) as respects general liability on primary & noncontributory basis where required by written contract. General Liability also includes Waiver of Subrogation where required by written contract. This form is subject to policy terms, conditions, and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Tigard EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 13125 SW Hall Blvd. 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT Tigard, OR 97223 FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE /,y1��,�,n� C McDaid/CATMCD 5F kj,'A/11c7�A10 ACORD 25(2001/08) ©ACORD CORPORATION 1988 INS025(0108).08 AMS VMP Mortgage Solutions,Inc.(800)327-0545 Page 1 of 2 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005,The Hartford 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 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Otherinsurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we","us"and"our"refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL ;occurrence" that takes place in the AND ADVERTISING INJURY) coverage territory"; Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee"authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the"bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence"or offense and settle any claim of such "bodily injury" or "property or"suit"that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1.of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an "occurrence"or claim: (1) Reports all, or any part, of the "bodily damage"only if: (1) "bodily injury" and "property injury" or "property damage" to us or da any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005,The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury"or"property damage';or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit' we investigate or settle, or any "suit' medical technician or paramedic shall against an insured we defend: be deemed to be caused by an '.occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability (b) You are not engaged in the Coverage for"bodily injury" applies. We business or occupation of providing do not have to furnish these bonds. such services. (3) The cost of appeal bonds or bonds to (2) For the purpose of determining the release attachments, but only for bond limits of insurance for incidental medical amounts within the applicable limit of malpractice, any act or omission insurance. We do not have to furnish together with all related acts or these bonds. omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one"occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the"suit'. accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same"insured contract"; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph(6)above,are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This investigation, settlement or exclusion does not apply to "bodily defense of the"suit'; injuryor "property damage resulting from the use of reasonable force to (ii) Immediately send us copies of protect persons or property;or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the"suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with 1 "Bodilyinjury"or"propertya";or respect to coordinating other ( ) damage"; applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage"or (ii) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such "suit". absence of the contract or agreement;or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury"or"property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business,or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1)above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a parry other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the same"insured contract",and (1) "Bodily injury", "property damage" or "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of"pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury"if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol;or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages. the buildings occupants or their guests; This exclusion applies only if you are in the (ii) "Bodilyinjury" or "property business of manufacturing, distributing, intry damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises,site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury"to: such premises, site or location (1) An "employee" of the insured arising is not and never was owned or out of and in the course of: occupied by, or rented or loaned to, any insured, other (a) Employment by the insured;or than that additional insured;or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor;or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, (ii) Any person or organization for smoke or fumes from a whom you may be legally hostile fire"; or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of,"pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand,order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants";or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment"or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury' or "property However, this paragraph does not damage arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft,Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes i. War operation and"loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused,arising,directly or indirectly,out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; j. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired,chartered or loaned treatment,advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such"bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, contingent or on any other basis. grooming; h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment' products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured;or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To (a) Body piercing (not including ear Premises Rented To You as described in piercing); Section D.-Limits Of Insurance. (b) Tattooing, including but not limited Paragraph (2) of this exclusion does not to the insertion of pigments into or apply if the premises are "your work" and under the skin; and were never occupied, rented or held for rental by you. (c) Similar services; Paragraphs (3) and (4)of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement, site design. Paragraphs (3) and (4)of this exclusion do Paragraphs (4) and (5)of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A.-Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to"property damage" included in the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon,if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or"your work"; or arises out of those operations;or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work";or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business of advertising, broadcasting, publication of material, if done by or at the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, owns, or over which the insured publication of material whose first publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your "advertisement"; person's right of privacy created by any state or federal act. (5) Arising out of the failure of goods, products or services to conform with However, this exclusion does not apply to liability for damages that the any statement of quality or performance made in your advertisement ; such state stateoorfederal uld have lhe absence of act (6) Arising out of the wrong description of (12) Arising out of: the price of goods,products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images;or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site;or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would not have occurred in whole or in (15) Arising out of discrimination or part but for the"asbestos hazard"; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury"to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment;or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act(TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury"to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs(a), (b), or(c) law;or above is directed. (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act This exclusion applies: of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by your with permission arising out of the"asbestos hazard". of the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured,except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your "executive officers (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership,joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers"are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a)above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds,but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b)above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds,but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred;or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or With respect to "mobile equipment' registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment,and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50%of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in additional insured under this provision if such connection with the sale of the product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s)or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for"bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but 'occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) 'Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any 'occurrence" which takes (b) 'Bodily injury" or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with 'your work"and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, 'Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.1b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one 'occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. —Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits" brought;or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing"suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your 'locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit'; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3.above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months,starting enforcement of any right against any with the beginning of the policy period shown in the Declarations, unless the policy period is extended person or organization that may be after issuance for an additional period of less than 12 liable the insured because of injury months. In that case, the additional period will be or damage which this insurance deemed part of the last preceding period for purposes may also appllyy.. of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit"as soon as practicable. insured is a trust;or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you or temporarily occupied by you with settlement means a settlement and release of liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this w you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit"is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy,you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any,with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or art of an payment, defend the insured against an suit if an g p y p Y 9 Y"suit" Y including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured —Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization;but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect to the insurance afforded to these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises;or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision—Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (2) "Bodily injury" or "property damage" (g) Products which, after distribution included in the "product-completed or sale by you, have been labeled or relabeled or used as a operations"hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C.is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However,this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs d provides coverage for "bodily injury" or ( )or(fl: or "property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed to make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured—Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you;or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C.is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured —Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional i (5) Newspaper; nsured(s); or (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services;or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement"does not include: products-completed operations hazard". a. The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property damage" or "personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications;or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury"means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a.above; a. A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on;or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for"bodily injury" or "property 8. "Employee" includes a "leased worker". damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient,inadequate or dangerous;or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills;or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage;or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render professional services, including those f. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm,to perform duties related to the conduct of will be considered "autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing;or aircraft, watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft,watercraft or (2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 15. "Mobile equipment"means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy; (1) The transportation of property, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea"or style of"advertisement"; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured; or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot,fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard"; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product"or"your work"except: "occurrence"that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent;or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker"means a person who: a. Is not your"employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of"your work"; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product'; and Page 24 of 24 Form SS 00 08 04 05 ■ CITY OF TIGARD CONTRACT SUMMARY FORM THIS MUST ACCOMPANY EACH CONTRACT BEFORE AUTHORIZATION SIGNATURE CAN BE ACQUIRED Title of Contract: Fanno Creek Park Master Plan Contract#: (Assigned after execution Contractor:Walker Macy Total: $ Over life of contract $ Iy Brief Overview: Architectural services for Fanno Creek Park and public use area master plan. Changes Made To Boilerplate Contract T e of Contract: ❑ Purchase Agreement ❑ Personal Service ❑ Construction ❑ Other Start Date: 04/17/2007 End Date: (utle 30, 2008 _ LCRB skward Date: 03/13/2007 Contract Manager: Phil Nachhar [,\tension: 2557 Department: CD Quotes/Bids/Proposals: COMPANY. AMOUNT / SCORE w L Department Comments: Department Signature Date: Purchasing Comments: Ok Purchasing Signa Date: G7ke Loullldyp-5-- Administration: Date: V,7.CO Certificate of Insurance eceiv ? ❑ Yes ❑ No ❑ Self-Insured onn Deceived Business Tax Current? ❑ Yes ❑ No Contractor License Current? ❑ Yes ❑ No Federal TIN/1099 #: Bonds Required: ❑ Yes ❑ No Accounting String: Fund Division Account Total z26— lo<-M --5L{O(4 /