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Carollo Engineers ~ MPI T CIY OP TIGARD,OREGON PERSONAL SERVICES CONTRACT 2010 WATER SYSTEM MASTER PIAN CONSULTING SERVICES THIS AC,REh\lEl\'I' made incl entered into this 22"-(I a\ ofitIIv, 2(.)1(1 bt ;and berecn the Cin rd, A nuuticipal corporariun of the Stare of Oregon, hereinafter called Cin, and Carollo Engineers, hereinafter called Contractor. RECITALS \Fl1_.REAS, the Circ's Nudger protides for services to de\clop ;t \\iter Rate St-tidy ;and \\,iter tit stem Development Charge l'pdare; and \V I-II:REAS, the Circ requires consulting services ;associated with the \\ iter SN Steil) \l;Isrcr Pl;tn :a< rhe hl,an relates to the Waver Rare Studt and \\ater S stent Development Charge l•pdarc; ;and WI1FItl AS, the Contractor prepared the W.iret S srenn Master Plun and possesses the specitic rr;tining; ,ability, knowledge, and experience needed to provide consulting setviccs; ;and \V H1�REAS, the Cin- has determined that the Contractor is qualified and capable of petformin-, rile professional ser-viccs as the Cin-does hereinafter require, under those terms and conditions set forth; TI I I_:BEFORE the Parties agree as follows: 1. SERVICES TO BE PROVIDED Contractor shall initiate Services immediatelt upon receipt of City's notice to proceed and an eseeured coapt- of this Agreement. Contractor agrees to provide consulting services associated " ith the \\iter Svstcm Master Plan as the Phil relates to the prepar.arion of the Wmcr Rare Stuck ;and \\ iter Svsrem Development Charge Update_ _\rn- ;tddirional "pork assigned 1w the Cin- will he contained uI subsequent scope of\t ork as needed. 2. EFFECTIVE DATE AND DURATION This Agreement shall become effcctiVe upon the date of execution, and shall expire, unless orher ise ternninared rtr extended, on work 31, 2010- All ork under this .Agreement shall be completed prior to the expiration of this:Agreement. 3. COMPENSA'T'ION The (.in ;agrees to pat Conrractor on it tune ;and materials basis it ;accordance \tith hxltibit .A "lee schedule", for perlonrn;utce of those service, described herein and in any subsequent ;igrccmcnr• that arise host the \t-(,tk under this Agreement. "Ibc total amount p;Id to the CoI1tracrOr by the (.in shall not exceed Four Thousand Nine Hundred and Ninety-Nine Dollars ($4,999.00). An and Al pay mtnts MAIC to the CcJntr;tctor shall be based upon rile follo',t-ing applicable terms: ;A_ P;at anent bt Cin ro Contractor for perform>utce of sert-ices under this Agreement Includes all expenses incurred bt Contractor, with the exception of expenses identified in this Agreement as sel—mr,trelt reimbursable. 13. Pat-ment will be made fit installments based on Contractor's im oice, subject to the ;approval of the Cin- Marmoer or designee, and not more frequcntlt than monthly. Pigment shall be made on1v for work actuallc completed as of the date of invoice. 2010 Water S\stem \lister Plan Crnuulting Sen ices Pane 1 C. Payment by Cit- shall release Cin- from am- further obligation for pm,ment to Contractor, for services performed or expenses incurred as of the date of the invoice. Payment shall nor be considered acceptance or approx-A of am-x-vrork or waiver of;1`n%- defects therein- D_ Contractor shall make palmcnrs promptlx, as due, to all persons Sup[)IVII g labor or materials for the proSccution of this work. E. Contractor shall not permit ;u1c lien or claim to be filed OF proSecutcd ag II1St rhe Cit on ani, account of am labor or material furnished. Conrracror shall p;I% to rbc Dcparrrrlcnt of Re\citle all Sun1S «ithhcld h-on1 c1111-AMCUS Ixtrsuant to ORS 316.16-7- 6. If Contractor LUIS, negICCtS or retuSCS to make prompt pa%ulcm of ;ul-\ claim for labor or services furnished to Contractor or a subcontractor b_ ani per',on :Is Such chum becomes duc, Cin-'S Fin;mcc Dlrecror IIIA pay such claim and charge rbc ;tniount of rbc pa\menr agaulsr current or future huulS due rhe Contractor- The I-im-ment of the d;um in this manlier :hall not relie-I-e ContlaCCor or their Sut[t from obligation With reSpect to AIIV unpaid cl;timS. 1 1. Contractor shall pav- emploveeS at ICISC time and a halt pay- for all m emnic v\-orkcd in excess of 40 hours in ;un one week except for indIvIduals under the contr.tcr rho arc excluded under ORS 65 3.(110 to 053.261 or under '_9 USC sections 2111 to 21`at1 from rccewmg ox-crrime. L Contractor shall promptly, -,IS duC make pm-ment to ;Inv person, ca partnership, ,association or corpor;ttion, furnishing medical, sua.gical and hospital care or other needed care and attention incident to sickness Or uljur to rhe emploN-CCS of Contr:tcte_tr or All sums %khich Contractor agreeS to pay for such ser-ICCS and all numeCS ;Incl SLIMS ��111 11 Canatracror collected or deduCred hOm rbc 1XageS of employees pursuant to am law, contract or ;agreement bur the purpoSC of p1,06cling or pay 1w for Such service. �. The Cin- CertifieS that suflicicnt funds ;are aV;Ulablc and authorized tui cxpencfirure to 6n;111cc costs of rills court.act. 4. OWNERSHIP OF WORK PRODUCT Cit' shall be the OvVIICl-of and Shall be entiducl to possession of;1`m and all �mrk productS of Ct rntClcrr-ar wluch result from 1`111', lAgreement, inCluciin« AM- Comput,ationS, pLHIS, ConcSpondencc or perrinent data and inbrm;trion garhered Im m computed bm Conh;ictol prior ro terntin:trion u1` rbaS _Agreenlenr bN COMI-ACt01'or upon completion of the work pursuant to IIIiS .A. rcenlcut. 5. ASSIGNMENT/DELEGATION Neither part\ Shall ;assign, sublet or transfer an% interest in or duty litldel this AIII- nacnr rile I'Vritten consent of the Caller ;and no assignancnr shall be of ani til-CC or ctfecr \%harsoerer unleSS and until the other part- has so consented. If Cin- agrees to assignnu•nt lit tasks ro A Subcontractor, Contractor shall be full- responsible for the acts or omissions of ;tn\ Subcontractors ;and of all Persons employed br them, and neither the appro\;d by Cir\ of mw subconir,tctor nor ;ul\thialc; contained herein shall be deemed to cream amconrracruA relation bem-cen the atbconrractor and (.it- 2010 Water Sx-stern Master Plan Cnsulring Services Page 2 6. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR Contractor certifies that A. Contractor acknotyledges that for all purposes related to this :Agreement, Contractor is arld shall be deemed to be an independent contractor as defined by ORS 670.701 and not An employee Of Cit-, shall not be entitled to benefits of ant kind to) which All employee of Cin is entitled and shall be solely responsible for all payments ,and rases required by lacy. I'urdlermore, in the event War Contractor is Und by a court of lata a an-v administrative agency to be an employee of Cin' for any purpose, Cine shall be entitled to offset compensation due, or to demand repayment of;ant- anxnuatS paid to. COntractol under the terms of tills Agreement, tat the [tall extent of:ant benefits or other remuneration Contractor receives (from Cin tar third part) as a result of Stud finding rind to the full extent of any pratments that City is required to amkc (r,) Contractor or to a third party) as a result of said tindin�. B. The undersigned Contractor hereby represents that no cmployec of the City, Orally p,arrnersllip or corporation in which a City employee has an Weresr, has or trill receive ,any remuneration Of any description from Contractor, either directly or indirectly, in connection tyith the letting or performance of this r\g reenient,except as specifically declared in xyriting. It this payment is to be charged against Federal funds, Contractor certities that he/she is not currently employed by the Federal Government and the amount charged does not exceed his or her normal charge for the type of service proyicled. Contractor and its employees, if any, are not acme members of the Oregon public Employees Retirement Sysrem ;and are not employed fora total of (00 hours or more in the calendar tear by ally public employer participating in the Retirement System_ C. Contractor certifies that it currently leas a (Am business license or trill abrin one prior ht delivering services under this Agreement- 1). Contracror is not an officer, employee, or agent of the City as We terms ;arc used ua DRS 34265- 7. INDEMNIFICATION A. Cin. has relied upon the profeSSional ability ,and of Contractor AS a material inducement to enter into this Agreement. Contractor represents to rile City that the work under this contract vtill be performed in accord:utce with the prolcssaon;al standards of skill And care ordinarily exercised by members of rhe engineering prtttessitm under Similar condlanons And circumstances as Well as the regtureanums of applicable federal, state And local liar<, it being understood that acceptance of Conrractor's tyork by Cin shall not operare as ,i tyaiyer or release :\cccpt,tnce by the Cin does nor relieve rhe Contractor of;ane responsibility liar design (Ieficiencies, errors or omissions. 13. Claims for orher than Professional 1.iabiGn_ Contractor Shall defend, we and hold harmless the Cin of'Figard, its officers, agenn, and employees tions ;all claims, Suits, or :actions and all expenses incidental to the investigation and defense thereof, of a hesoeyer tartare, including, intentional acts resulting from or arising, out of the negligent activities of Contractor or its SUI)Co1111-2 I-S, Subvonsultants, agents or employees under this contract. If any ,aspect of this indemninv shall be round to be illegal or invalid for any reason whatsoever, Such illegalit�- or inyabdin- shall not affect the validity of the remainder of this indemnification. Such 2010 Water System Alasaer Plan ConwWng Semites Page 3 f indemnitic:uion shall also corer claims brought against the Cit- under state or federal worker's compensation laws. C- Claims for professional Liabilit. Contractor shall defend, sm-e and hold harmless the Cit- of Tig;trd, its officers, agents, and employees frons ;ill cLtims, suits, or actions ;Incl ,1I1 expenses incidental to the im-estigation ;uid defense thereof, arising out of the professionals negligent acts, errors or Onllsslolls, of Contnictor or its subcontractors, sub-consult;inrs, agenh or crnploteeS Ill pertornlance of professional services under this agreement Am- design work h\ C0nrr,Icrt�r that restiltS in a design of a facility that is not re;tdih- accessible to Anil use,1ble bV individuals %with disabilities shall be considered a protessiou;ilh negligent acr,error or O nnission D- .AS used in subsections 13 and C of this section, a claim for professional responsibilM is a claim made against the Cit- in which the(--Ity'S alleged habdit reSults dircctlt- Or ulchrectI , in whole or in part, front the gLl;dlt- of the professional services provided bt- Conrnactor, regardless of the type of claim made ;igainsr the Cit. A chum for other 111,111 professional responsibility is a cl;urth made Against the City in which the CltV'S Alk'�ed liabiht results from ;til act or onussion bl COnrrACtOV unrelated to the duaht of profcSSiorlal Services provided bY Contr;lcror. 8. INSURANCE Contnictor and its Subcontractors shall nlairvaul insurance acceptable to Cit in hill torte ,and effect throughout the term of till's contract Such insurance shall corer Al risks arising directly or indirectly our of Contractor's activities or work hereunder, including the operitionS Of its 5u11contlactors of auv tier. Hie pohcx or policies of insurance nlaintairted by the Contnictor and its subcontractor shall provide at least the following limits and coveclge: A- Commercial General Liabilin- lusurance Contractor sha11 obtain, at contractor's eNpense, ;ind keep in effect during the term of this contract, Comprehensive General Luibiliry lnsuctuce covering 1�odily Llljury and propern Damage on Ml ` occurrence's form (I TY) ISO or eduivale11t). ']phis CM-er;Ige ShAll include Contractual Liability inSurance for tie indemnity provided under this contract- Hie hollowing insurance will be carried: Coverage Limit General =\ggrc(M[c llll(I(II 111 products-Coni plered.Openitv)u,s :\tigre arc 1,0141,010 Personal & Advertising hilum I,(llll-I,(Ill() F:ach Occurrence I,ill III,OU(I Fire Damage (Am one Circ) :)UP(A) McdicA Expense (Ant otic persalt) ;,000 13- Commercial :Automohile [n�urtncc Contractor shall also obcun, Al contractor's eNpense, and keep in effect during the term of the contract, COnunerciA ALltonlohile Lill it Cover>i-e including co\cr;ige for all o\\ned, hired, Auld non-owned vehicles. 'I he Combined Single Limit per occurrence shall not be less than S1,000,000- 2010 Water Scstem Master Plan Consulting.Sept ices Pa`,,e 4 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 satisfacton- to Cit- certifying to the issuance of such insurance shall he forwarded to: Cit of Tigard rlttn: Grecr Gasrun, \lanagemenr ,Analyst 13125 SVC I loll RIS d. Tigard,Oregon 97223 Such policies or cernhc;w nwe be delivered prior ro cwni-n ncement of the uurk. The procuring of such reclttired insurance shall nvt be eonsrtued ro limit Contracror's llahilit\ hereunder. Nnr'AithstandtuQ Said insurance, Conrracn,r shall he obligared for the total anuxuu of any damage, injury,or loss caused b� or neglccr connected wirla this contract- 9. ontract9. METHOD & PLACE OF SUBI1 ITUNG NOTICE, BILLS AND PAYMENTS :All notices, bills and pay rncnrs Shall be made in w riting and mai he `ver by personal deli en, mail or ht fax. Pavanents nrtv be made br personal delle en, mail, or electronic transfer. The folio" ing addresses shall be used to n,tnsmir notices, bills, payments, and other information: CITY OF TIGARD CAROLLO ENGINEERS ,-Attn: John Goodrich, Urilirr Division -Arts. Nicki Pozos \lanagcr _\ddress: 13123 SAC- I loll Bled. Address: 4380 SAC- itlacadam Wnuc, Suite 350 -1 igarcl Oregon 97223 Portland OR 97239 Phone: (3113) '18-26119 Phone: (503) 227-I SS3 Fax: (503) 684-8840 Fan (5()3) 22?-174 Entail _Address ihnwjQ,arcl ot«r"- Email :Address: npozos(il�carollo.com and Nvhen so addressed, shall be dcemcd given upon deposir in the United Sratcs mail, posctgc prepaid, or when so fried, shall be dcenned given upon successful Can In all other humnws, notices, hills and pacmems shall be dcemcd given at be rime of>rcrual dcA-en. Changes mai• be made in rhe names and addresses of the person ro \dbon noriccs, bills and payments are ro be glen by giving "Town notice pursuan[ to this paragral)IJ. 10. MERGER This w citing is intended both as a final cspresoon of the .A,.recmcnr betveen the parries vcirh respect ro the included terms and as .t complete and CNdLO e sr.trement of the ternis of the :Agreement. No modification of chis Algruemenr shall be efArnT unless and until it is made in writing and signed by both parties. 11. PROFESSIONAL SERVICES llie Cit- requires that scn-iccs prodded punuanr to rhis agreement shall be plawnied to dw Cit- by a Contractor that does nor represenr clients on matters cOmmn• to Citc interests. Farther, Contractor shall not engage senices of an artorne%- and/or othci professional vvho iildiVidualk, or through members of lus;'her same firm, represents c wnrs on matters contran to Cit interests. Should the Contractor represent clients on matters contrary to Cit- interests or engage the services on an attorney and/or other professional % ho individualk-, or through members of his/her same firm, 2010 V ater Svstem Master Plan Cnn5nitlnP SeMCe] Page 6 C. \\orkers' Compensation Insurance The Contractor, its subcontractors, if any, and all employers providing work, labor, or materials under this Contract that are subject employers under the Oregon \Workers' Compensation Law shall comply \airh ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Out- of-Sratc employerS must protide Oregon workers' compensation coverage for [heir workers who work at a single location \wathan Oregon for more than 30 d>tws in a calendar tear. Contractors who perform \\-ark without the ;assistance or labor of ant- employee need not obtain workers' compensation commgm All non-exempt employers shall provide Employees I.rabihm Insurance wah cm-ertge limits of nor less than 5310,000 each ;accident_ D- Additional InSured Provision The (;omnacrcia) General I.i;lhiliry Insurance and Commrrci;al _Automobile Insurance policies :and other policies the Ciry deems necessar shall include rhe Cir\, it,; officers, directors, and eniplotecS as additir_tn;al insurcclS \\irh respect ro this contract. F._ Notice of Cancellation 'fhere Shall be no cancellation, material chan,"ge, exhaustion of agglcgate limits or intent not to renew in urtnce coverage without 30-days written notice to the Cir\-. :Am failure to comply with His prowision will not affect the insurance coverage provided to the City. The 3(1-days notice ofcancell;Imm provision sh;dl be physically endorsed on to the polio\-. 1 Insurance Carrier Rarinw, Coverage provided by the Contrtcror must be underwramn by an irtSurance compam deemed ;acceptable by rhe Cin-. The Cir\- reSerweS the right to reject all or an\ insurance carrier(S) with an unaceepcable financial rating. G. Cernficares of Insuraancc .As evidence of the inSur,naee coven, required by the contract, the Contractor Shall furnish a Certificate of Insurance to The City. No contract shall be effected until the required certificates have been received and approved b\ the Cirw. The cerrificate will specif\ and d0cument ;all prowisioraS vvi[hin this contract_ A renetwal certificate will be sent to the above address IU d:ns prier to covump expiration. 11- Independent Contractor -St,aruS 111e Service or SelvICCS to be rendered under this contract arc those of an independent contractor. Contractor is not an officer, cmplowee or agent of rhe Citw as those terms are used in ORS 30265. I. Primary Cavern,,[ Clarification The parties that Cuuuacror's atwcrage Shall he primary to rhe extent permitted by law- '111C parties further agree that other inSur,ance rn:ainraincd by rbc Citv- is exceSS and not Contributory insurance v\irh the insurance required in this Section. I- CroSS-Liahifity Clxusc A cross-habilm- clause or separation of insureds clause will be included in all generate liability, professional liabilit\, pollution and errors and omissioraS policies required by this contract. Contractor's insurance policy shall muln provisions that such policies shall not be canceled or their limits of habihm- reduced \eithour thirty (11 days poi w notice to Gty. .X copy- of each insurance policy, 2010 Water S\-stern Master Plan Consulung Services Page 5 represents clients on matters contrary to Citi- interests, Contractor shall consult with the appropriate City representative regarding the conflict. After such consultation, the Contractor shall have seven (7) dais to eliminate the conflict ro the satisfaction of the Cin-. It such conflict is nor eliminated Midtin the specified title period, the ;agreement neat be terminated pursuant to Section 1113.3 of this agreement. 12. TERMINATION WITHOUT CAUSE At am- time and Wdlttut cause, Gr- shall have the right in its sole discretion, to terminate this lgreemenr by gig ink notice to Contractor. It(:in• renninares the conrcacr pursuant to this paragraph, it shall pay Collfractor for scr%ices nendercd rt.a rhe dare of termination. 13. TERMINATION WITH CAUSE A. City nna� terminate this Agrcemenr etteCtlVC upon LICIIVer of Written notice to Contraeror, orat such later date• as nr.n he esmNished bt Cin-, under ane of the folloMing conditions: 1) If Cin finuling from Federal, ;rare, 1oCal, or other sources is nor obtained and continued at lev Cls suthCient to all(AV for rhe purchase of the indicated quantity of Services- This greennc•nt mat he nu,dified to aCcrnunxtdare a reduction in tends. 2) If federal or scare regulations or gindelines are modified,changed,or interpreted in such a M-aY that the ser ices .are no longer allo«-able or ;appropriate For purchase tinder this Agreement. 3) IF an license or certificate required by laM or regulation to he held by Contractor, its o subcntractors, agents, and etnploy ees to provide the services required by flus Agreement is wan-v reason denied, revokul, or not renewed. 4) If Contractor bcatmcs insoh-ent, it Volunt•,ar or involuntary petition in bankruptcy is Filed b% or against (,ontractor, if ;a reCeiVer or trustee is appointed for Contract(-r, or if rhere is an asmgrnnenr G)r the benefit of creditors of Contractor. Ant- such teni-imation of this agreement under Section 130. shall be "ithout prejudice to ant obligations or liabilities ofeither parr alreaclt ;accrued prior tai such termination. B. Cin-, be «ritren noucc of default (including breach of contract) to (_ontracror, mat rerntinate the "hole Orally parr of this :Agreement: 1) It Contractor f;ik to pro%ide services called for bt (Itis agreement Mirhin the time spcatied hc•rcira (Ir;tnt estcn;ion thereof, or 2) If Contractor fails rna pert ionn ally of the other prop inions of this Agrcemenr, or ;o tails n0 pursue the "M as to endanger perhmnance of this agreement ill accordance Midi its renns, ,and atter recupr of m-ra n notice front Cin-, tails to correct such failures M athiu ten (I 0 days or such orher period as Cin mai authorize, or 3) If Contractor GAS to eliminate a conflict as described in Section II of this agrecmcnt. The rights and remedies of Circ provided in the aboVe clause related to defaults (including breach of contract) by Conmwmr shall not be exclumve and are in addition to amv orher rights and remedies provided bt IAM or under this Agreement. 2010 Water Svstem Master Plan Consulting Sen ices page If Cir,- ternunates thus Agreement under Section 13.B., Contractor shall be entitled to receive as full payment for all sen-ices satisfactorily rendered and expenses incurred, an amount wIllich bears the same ratio to the total fees specified in this Agreement as the services Satisfactorily rendered by Contractor 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 c;tmages, if anw, susraned bw Ciry due to breach of contract hv Conrracror. Damages for breach of contract shall he those allowed by Oregon law, reasonable and necessarw attornew fees, and other costs of litigation at trial and upon appeA lf. ACCESS TO RECORDS Cite shall have access to such books, clouunents, pmper,. mol records of Contractor ;is are directlw Pertinent to thus Agreement for the purpose of making audit,csarnirtarion,excerpts and transcripts. 15. FORCE MAIEURE Neither Cin- nor Contractor shall be considered in default bCCaUSe of ;ins dClawS in ct_�mplerion and responsibilities hereunder due to causes bewond rhe corttn-ol and without f;tult or negligence on the part of the parties So disen,thled, including but not restricted to, an act of God or of a public enemw, CMI unrest, volcano, earthquake, tire, flood, epidemic, qu;nr,lntine restriction, arca-aide strike, freight C11113,11700, unusuallw severe weather or delaw of Subcontnacror or supplies due to such cause, Provided that the parries so disenabled shal-1 within ten (111) daws from the beginning of such delaw, notih- the other parrs in writing of the cause of delaw and its probable esrent- Such notification shall nor he the basis for a cLum for additional compensation. Fach pa,-n shall, however, make all reasonable efforts to renune or eliminate Such a cause of dela\- or default and Shall, upon cessation Of the cause, diligent) Pursue performance of its obligation under the AVicement- 16. NON-WAIVER The failure of Cln- to insist upon or enforce strict performance bw Contractor of ;utw of the terms of this Agreement or to exercise am rights hereunder Should not be construed as a wauwer or relinquishment to AM extent of its rights to assert cn- rel- upon Such terms or on anw fUrtlre occasion- 17. NON-DISCRIMINATION Contractor ,agrees to complw a-irh all applicable requirements of federal ,and Sr:tte civil rights and rehabilitation Sr,trueS, rules, and regulations- ('ontctcror also shall eomplw with the _americans with Disabilities Act of 1990, ORS 0-)9--1?S, ;and all rugul;trions ;and ;tdministrx vc rules est:ahlished pursuant to those hm-s- 18. ERRORS Contractor shall Perform such additional work as nna\ be neucssar to correct errors in the work required under chis :lgrccment additional cost. 19. EXTRA(CHANGES) Only the Gin's hrilin Division Alanagcr,John Goodrich, nr,n authorize cxrrt (and/or change] a-ork- Failure of Contractor to secure authorization for extra work shall consciture a W;IA- r of Al right to adjustment in the Contract price or contact time due to Such unauthorized extra work ;and Contractor thereafter shall be enrirled to no compensation whatsoever for the performance of such \v-ork- 2010%\'iter System\faster Plan Consultfnti Services Page 8 20. WARRANTIES All-,eork shall be guaranteed by Contractor for a period of one rear atter the date of final acceptance of the work by the owner. Contractor warrants that all practices and procedures, workmanship and materials shall he the best available unless otherwise specified in the profession. Neither acceptance of the work nor payment therefore shall relieve Contractor from liability under warranties contained in or implied by this .\greement. 21. ATTORNEY'S FEES In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the losin, para shill pad such suns as the court nim adjudge reasonable artornev fees and court costs, II1C1ud1nR attorney's fees and Court costs on appeal. 22. GOVERNING LAW 111c provisions of tl-us Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits im oh ing am question arising under this Agreement must be brought in the appropriate Court of the Stare of Oregon. 23. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Conrractor shall comp) with all applicable federal, state and local law-S, rules and regulations, including, but not limited to, the requirements C011Cer11111g 1,Vorking hours, Owertlme, medical care, ,,workers compensation insurance, health care pax-ments, pawmcnts to emplok-ces and subcontractors and income tax withholding contained in ORS Chapter 27913, the provisions of \which are herebw nlade a part of this agreement. 24. CONFLICT BETWEEN TERMS It is a-greed bt and between the Parties that should there be am- Conflict het-,ween the terms of this Agreement and Exhibit R, the Contractor's propos:ul, this :\greenlelit shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith. It is further expressly. agreed h and berm.-een the Parties that should there he ani- conflict between the terms of All t .\, SCrICeS to lie ProVided & 1 ee Schedule, .and F-dilIr li rhe Contractor's proposal, Exhibit 1 shall control and nothing herein shall be considered as :u1 acceptance of the said terms of said proposal Conflicting hcre-with- 25. AUDIT Contractm- shall maintain records to assure ConfornlanCe With rhe terms and conditions of this Agreement, and ru assure adequate perfornrulCC and accurate expenditures Within rhe Conn-act period. Contractor agrees to permit Cit, the State of Oregon, the federal ;goveinincnt, or their dult authorized represcntarnes ru ,audit all records pct7ainimr to thisAgreement to 1 assure rhe accurate expenditure of funds. 26. SEVERABILITY In the event am provision or portion of this ,lgrccrnenr is held to he unentorceablc or invalid by am- Court of competent jurisdiction, rhe valld1tv of the remaining terns and provisions shall not be affected to rhe extent that it did not materiallk- affect the intent of the parries when they entered into the agreement. 27. CONDITIONS OF SUPPLYING A PUBLIC AGENCY \here applicable, seller must make pavement prompth, as due to persons Supplying Contractor labor or materials for the execution of the .work provided bw this order. Contractor must paw all contributions or 2010 Wmer SYstem \faster Plan Consulting Services Page 9 amounts due from Contractor to the Industrial Accident Fund incurred ui the perforrruuice of flus order. Contractor shall not permit am lien or claun to be filed or prosecuted against Surer or arra subdivision of Cite on account of arn, lahor or material to be furnished. Contractor further agrees to pay- to the Department of Reveriue all sums v.-ithheld from emplovees pursuant to ORS 316.167. 28. HOURS OF LABOR if labor is performed under this order, then no person shall be employed for more th;ui eight (8) hours in am one day-, or torn- (411) hours in mly one geek, except in c;tses of necessirn, or emcTency or where the public polio- alisoluteh- reduIres it, and in such cases, except cines of contracts for Ixrsunal set,-ices ;is defined in OILS 279A.I55, the Libor sh;tll be p.jid ar leasr time and a half for Al overtime in excess of cighr (IS) hours a day mid for Al , ork performed on Seirur(Liv and on am ic-al holidays ;is specified in (QRS 2(9C540. in cases of contricts for personal ser ices as defined in ORS ??9;A,0-)D,mi,v labor shall be pard ;lr least time and a half for all heiun corked in excess of fitm (411) hours in 211V one Week, except for those iridix-iduals excluded tinder OILS 613-I 110 to 6i3.?6U or under 2') LSC SS 2111-209- 29. COMPLETE AGREEMENT This Agreement and attached exhibits constitute the entire :Agreemenr between the Parries. No \X-Mver, consent, modification, or change of terms of this Agreement shall Find either parte unless in writinw and signed by both Parties. Such WAlver, consent, moditication, or chane if made, shAl be effective onk, in specific insrurces ;Md for the specific purpose given- 'I here are no understanchngs, agreements, or representations, oral or wrirren, nut specified herein regatzlin- this .Agreement_ Contractor, by the signature of its authori-r.ed represeutative, hcrebv ackno-rledi;es that he has read d-is :A,greemenr, understands it and threes to be bound by its terms and conditions. IN \GI"DESS \\'I-IERLEOF, Citi ha. caused this _\greemeiit to be executed by its duly authorized undersigned officer and Contractor h;is CX Curc'd this :Agreement on the date bereinabovc first written. Authorized bx-Tigard's Local Conti;ict Review Board: Not.Applicable City of Tigard Carollo Engineers Bv: eis I'oellenneier, Public Works 1�irector BV: ,Aarborized :lgenr oFConrrictor ZL /d -7 - 21 -tc7 Dare Date 2010I.Vater System Master Plan Consultin,q Services Poke 10 Fee Schedule Exhibit A Our approach to any assigned project will be to work with City staff to develop both a scope and a fee that meet the City's needs.The fee for any work to be completed as the City's Engineer of Record will be based on the fee schedule presented below, which includes rates for both Carollo and our partnering firms. As we have with all of our other clients, we are confident that upon selection we can negotiate a contract that meets the City's needs. 021,.rsoup, " - M. Carollo Engineers Assistant Professional $115 Professional $128 Project Professional $148 Lead Project Professional $165 Project Manager $195 Senior Project Manager $210 Technician $88 Senior Technician $126 Document Processing/Clerical $81 Project Equipment Communication Expense (PECE) per DL Hour $9 Other Direct Expenses Travel and Subsistence At c st Mileage 5/mile Subconsultant %cost + 10% Other Direct Cost cost + 10% Barney S Worth Clark Worth Principal $180 Shannon &Wilson Jerry Jacksha, RE. Fs-enior Engineer/Geologist $165 David Evans &Associates Steven Harrison, P.E. Site Development Engineer $124 Scott Emmens, P.E. Senior Engineer $106 Kim Giest, Ph.D. Permitting Specialist $106 Gary Hutcheson, PLS Survey Supervisor $165 Robert Marshall, L.A. Senior Landscape Architect $106 Teresa Buchholz, P.E. Senior Water Rights Examiner $210 2-Person Survey Crew $155/hr V:�G:-m 591TgonAPmpaailWmerSxx-::•6ig\IhiDD•AS-Gnyxu:nmr wdd Compensation I ' Zq City of'Tigard July 26, 2010 Carollo Engineers Attn:Nicki Pozos 4380 SW Macadam Avenue, Suite 350 Portland OR 97239 NOTICE TO PROCEED City of Tigard 2010 Water System Master Plan Consulting Services You are hereby authorized to proceed with the work required under the aforementioned contract. This contract shall expire, unless otherwise terminated or extended, on December 31, 2010. Please contact me at 503.718.2595 or reergtigard-or.aov, if you have any questions. Sincerely, Greer Gaston Management Analyst h 13125 SW Hall Blvd. • Tigard; Oregon 97223 • 503.639.4171 TTY Relay: 503.684.2772 0 www.tigard-ongov ; 375511 (.H[CK DATE Engineers...Working Wonders With Water, r t 3033 14crth 44th Street,Suite 101 • Phoenix,Anzono 85018 November 25, 2009 PAY Seventy Nine and 50/100 AMOUNT $79.50 To City of Tigard Business License Department 13125 SW Hall Blvd Tigard OR 97223 11837SSIpe 1: 1, 2 1000 2481: 480189S31,91" a CMr,Y Engineers...Working Wontfers walr it,if 3033r;otnr.t msireet Suite io1 ;,roto-:,, Ajizcn(]HWI8 • 002239500 375 51 1 Invoice Number Date Voucher i Amount p Discounts Previous Pay Net Amount 0043016 I 11/24/09 1 9162042 79.50 ' - - - - 79.50 city or Tiy.ro — ---- -- 940 29 Totals 79.50 ' -- 79.50 BUSINESS LICENSE RECEIPT V CITY OF `I'IGA.RD 13125 SST'H.%.i.i- Bi.ri). • T1GAIM, OR • 97223 • (503) 639-4171 TYPE OF BUSINESS: ENGINEERING &ARCHITECTURAL RECEIPT NO: 1 000000012712 SERVICES EXPIRES: 12/3112010 BUSINESS NAME: CAROLLO ENGINEERS PC BUSINESS PHONE: (503)227-1885 BUSINESS ADDRESS: 4380 SW MACADAM#350 PORTLAND, OR 97239 THIS RECIEPT MUST BE POSTED IN A CONSPICUOUS PLACE AT THE BUSINESS ADDRESS AND IS NOT TRANSFERABLE Fain W'9 Request for Taxpayer Give form to the Mev.°cfte`20D7' Identification Number and Certification requester. Do not ooportmenf of ere Treasioy send to the IRS. WOW Rorenue serdoe Name(as shown on your Income to return) m Carollo Engineers,Inc. aBusiness name,It different from above C 0 Check appropriate box ❑ Individual/Sole proprietor ® Corporation ❑ Partnership Exempt ❑ Umited lability company.Enter the tax CIeSSIriCAtlon(Disregarded entity.Cocaporatlon.Papartriership)►....... ❑ payee o ❑ other(See ir�strudias)► tAddress(number.street and apt.ar suite ria) Requester's name and address(optional) 0 2700 Ygnacio Valley Road,Suite 300 City.state.and ZiP code H Walnut Creek,California 94598 Ust account number(s)here(optlonal) Taxpayer Identification Number N Enter your TIN In the appropriate box.The TiN provided must match the name given on Une 1 to avoid social security number backup withholding.For individuals,this Is your social security number(SSM.However,for a resident S l allen,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other entities,it Is your employer identification number(EIN).If you do not have a number,see How to get a 77N on page 3. or Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose Employer Identification number number to enter. 86 0899222 [OEM Certification Under penalties of perjury,I certify that: 1. The number shown on this form Is my correct taxpayer klentificatlon number(or I am waiting for a number to be Issued to me),and 2. 1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding,and 3. 1 am a U.S.citizen or other U.S.person(defined below). Certification instructions.You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not appy. For mortgage Interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA).and generally,payments other than interest and dividends,you are not required to sign the Certification,but you must provide your correct TIN.See the instructions on page 4. Hegre tom°'► Date► .5 a-7 General Instructions 00' Definition of a U.S. person. For federal tax purposes. you are Section references are to the Internal Revenue Code unless considered a U.S.parson If you are: otherwise noted. 9 An individual who Is a U.S.citizen or U.S.resident alien, • A partnership,corporation,company,or association created or Purpose of Form organized in the United States or under the laws of the United A person who is required to file an informatkm return with the States, IRS must obtain your correct taxpayer Identification number(TIN) • An estate(other than a foreign estate),or to report,for example,Income paid to you,real estate • A domestic trust(as defined in Regulations section transactions,mortgage interest you paid,acquisition or 301.7701.7). abandonment of secured property.cancellation of debt,or contributions you made to an IRA Special rules for partnerships.Partnerships that conduct a Use Form W-9 only if you are a U.S.person[including a trade or business in the United States are generally required to resident alien),to provide your correct TIN to the person pay a withholding tax any foreign partners share of income from such business.Further,in certain cases where a Form W-9 requesting it(the requestai)and,when applicable,to: has not been received,a partnership Is required to presume that 1.Certify that the TIN you are giving is correct(or you are a partner is a foreign person.and pay the withholding tax. waiting for a number to be issued), Therefore,if you are a U.S.person that is a partner in a 2.Certify that you are not subject to backup withholding,or partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. 3.Claim exemption from backup withholding if you are a U.S. status and avoid withholding on your share of partnership exempt payee.If applicable,you are also certifying that as a Income. U.S.person,your allocable share of any partnership income from The person who gives Form W-9 to the partnership for a US.trade or business Is not subject to the withholding tax on purposes of establishing Its U.S.status and avoiding withholding foreign partners'share of effectively connected income. on its allocable Aare of net income from the partnership Note.If a requester gives you a form other than Form W-9 to conducting a trade or business in the United States is in the request your TIN,you must use the requester's form ii it is following cases: substantially similar to this Form W-9. • The U.S.owner of a disregarded entity and not the entity, Cat.No.10231X Forth {lir-9 Mov.10.20117) '�4CORD,� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYY) 07/19/2010 PRODUCER 0564249 1-800-833-7337 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Heffernan Insurance Brokers/ ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Heffernan Professional Practices HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1808 Embarcadero Road, Suite A RECEIVED ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Palo Alto, CA 94303 INSURERS AFFORDING COVERAGE INSURED JUL 21 2010 INSURER A:OneBeacon America Insurance Com an Carollo Engineers INSURER B:ACS American Insurance Company A t 2700 Ygnacio Valley Road, #300 INSURER C' Walnut Creek, CA 94598 A18KMANAQ�M RERD: :�A 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 TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONLTR DATE iMMIDDIYYI DATE IMMIDDIYYI LIMITS A GENERAL LIABILITY 7180103170000 12/31/09 12/31/10 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any one fire) $ 500,000 CLAIMS MADE I—XI OCCUR MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY -X] PRa LOC A AUTOMOBILE LIABILITY 7180103170000 12/31/09 12/31/10 COMBINED SINGLE LIMIT $1,000,000 X ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ A EXCESS LIABILITY 7180103170000 12/31/09 12/31/10 EACH OCCURRENCE $ 1,000,000 X OCCUR FICLAIMSMADE AGGREGATE $ 1,000,000 DEDUCTIBLE $ RETENTION $ $ A WORKERS COMPENSATION AND 4060316440000 12/31/09 12/31/10 X TNG STATU-I OTH- ER EMPLOYERS'LIABILITY E.L.EACH ACCIDENT $ 1,000,000 E.L.DISEASE-EA EMPLOYE9$ 1,000,000 E.L.DISEASE-POLICY LIMIT 1$ 1,000,000 OTHER B Professional Liability G21656495007 07/04/10 07/04/11 Per Claim $1,000,000 Retroactive Date: Unlimited Aggregate $1,000,000 Deductible $400,000 DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS All operations of the named insured. Professional Liability is written in aggregate limits of liability not less than the amount shown. RE: 2010 Water System Master Plan Consulting Services. Carollo Project #: Not yet assigned. City of Tigard, its officers, directors, and employees are included as additional insureds with respects to General & Auto Liability an these policies are Primary & Non-Contributory. Severability of interest is included in all policy conditions except for Professional Liability. CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER: CANCELLATION*10 DAYS NOTICE FOR NON-PAYMENT OF PREMIUM SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City Of Tigard DATE THEREOF,THE ISSUING INSURER WILL ffMX9WffJ5 MAIL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,9IDt}E7S8=9=7CV80924=X Greer Gaston, Mgmt Analyst XAG� xl=KX 13125 SW Hall Blvd. XM= 9%UXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX Tigard, OR 97223 AUTHORIZED REPRESENTATIVE 1 fl USA ACORD 25-S(7197) drichie O ACORD CORPORATION 1988 16695479 - J i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE r<EAD IT CAREFULLY. @VANTAGE FOR AUTOMOBILE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provi- sions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured By Contract 11. Extra Expense—Broadened Coverage 2. Airbag Discharge 12. Fellow Employee Exclusion 3. Auto Theft Reward 13. Glass Repair—Waiver of Deductible 4. Blanket Waiver of Subrogation 14. Hired Auto Physical Damage Coverage S. Bodily Injury Redefined—Mental Anguish 15. Hired Auto—Worldwide Coverage Territory 6. Broad Form Named Insured 16. Lease Gap Coverage 7. Communications Equipment 17. Liability Coverage—Supplementary Payments 8. Drive Other Car—Executive Officers 18. Newly Formed or Acquired Organizations 9. Duties In The Event of Accident,Claim,Suit or Loss 19. Physical Damage—Transportation Expenses 10. Employees As Insureds 20. Towing—Any Auto 1. ADDITIONAL INSURED BY CONTRACT The Who Is An Insured provision under SECTION II — LIABILITY COVERAGE is amended to include as Ian additional insured any person or organization with whom you agreed in a written contract,written agreement or permit, to provide insurance such as is afforded under this Coverage Form. Such person or organization is an insured only with respect to liability for"bodily injury" or "property damage" caused, in whole or in part by your maintenance,operation or use of your covered "autos". With respect to the insurance afforded to these additional insureds,this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit has been issued prior to the "bodily injury"or"property damage"; b. To any person or organization included as an insured by endorsement or in the Declarations, or c. To any,lessor of"autos"when their contractor agreement with you for such leased "auto"ends. 2. AIRBAG DISCHARGE If you purchased physical damage coverage for a covered "auto" under this policy, we will pay to reset or re- place an airbag that accidentally discharges without the vehicle being involved in an accident. No deductible applies to this additional coverage. However, this coverage only applies if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the airbag to discharge. 3. AUTO THEFT REWARD We will pay up to a $2,000 reward in the event of a covered loss, for information leading to the arrest and con- viction of anyone stealing a covered "auto".A reward will not be paid to you, a family member, employee or any public official while performing their duty. 4. BLANKET WAIVER OF SUBROGATION The Transfer Of Rights Of Recovery Against Others To Us condition under SECTION IV— LOSS CONDI- TIONS is replaced by the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of the operation of a covered "auto"when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", provided the contract is in writing and executed prior to the"bodily injury"or"property damage". 5. BODILY INJURY REDEFINED—MENTAL ANGUISH The definition of"bodily injury"under SECTION V—DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury,sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. VCA 20102 05 Includes copyrighted material of Insurance Services Office,Inc. Page 1 of 4 Copyright 2004, IIIIIIII±VIII!111111llllllllll11IIIIIIIIIIIIIIIIi 6. BROAD FORM NAMED INSURED a. The Who Is An Insured provision under SECTION II— LIABILITY COVERAGE is amended to include the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50%of the voting stock on the effective date of this Coverage Form will be a Named Insured until the 180th day or the end of the policy period whichever comes first, provided there is no other similar insurance avail- able to that organization. b. Paragraph a. of this provision 6. does not apply to "bodily injury" or "property damage" for which an "insured" is also an insured under any other automobile policy or would be an insured under such a policy, but for its termination or the exhaustion of its limit of insurance. 7. COMMUNICATIONS EQUIPMENT a. The exclusion for electronic equipment under Exclusions of SECTION III— PHYSICAL DAMAGE COVERAGE does not apply to loss of any permanently installed, non-removable communications equipment designed for use as a: 1. Citizen's band radio; 2. Two-way mobile radio or telephone; 3. Scanning monitor receiver,or 4. GPS Navigation System including its antenna and other accessories. b. No Deductible applies to this additional coverage. c. The most we will pay for this coverage is$2,000 per occurrence. 8. DRIVE OTHER CAR—EXECUTIVE OFFICERS a. The Who Is An Insured provision under SECTION 11—LIABILITY COVERAGE is amended to include: If you are designated in the Declarations as: 1. An individual;you and your spouse. 2. A partnership;your partners and their spouses. 3. An organization other than an individual or a partnership;you"executive officers"and their spouses. b. SECTION II—LIABILITY COVERAGE and SECTION III—PHYSICAL DAMAGE COVERAGE are extended to include "autos" you don't own, hire, lease or borrow while in the care, custody or control of an insured listed in 8.a.This does not include any"auto": 1. Owned by any insured listed in 8.a.,or any member of their household,including any such "auto"that is owned but not insured; 2. Used by an insured listed in 8.a.while working in the business of selling servicing, repairing or parking autos;or, 3. Insured under another policy of insurance. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are covered on this policy, then insureds listed in 8.a. above and family members residing in the same households are"insureds"while: 1. Occupying as a passenger,or 2. A pedestrian when struck by any auto you do not own, hire, lease or borrow, except any auto owned by that insured listed in 8.a, their family members or an auto insured under any other policy. c. The limits and deductibles applicable to this provision will be the largest applicable to any owned "auto"for the specific insurance. d. The following definition is added to SECTION V—DEFINITIONS of the policy: "Executive officer" means a person holding any of the officer positions created by your charter, constitu- tion, by-laws or any similar governing document. e. The Other Insurance Condition, under SECTION IV— BUSINESS AUTO CONDITIONS, does not apply to the provisions of this Drive Other Car endorsement. There is no "other insurance" applicable to this en- dorsement. Page 2 of 4 Includes copyrighted material of Insurance Services Office,Inc. VCA 20102 06 Copyright 2004,IIIIIIIIIIIIIIiiIIiIIIIIII!Illllill1llilllIIIIIIII i 9. DUTIES IN THE EVENT OF ACCIDENT,CLAIM,SUIT OR LOSS Under SECTION IV — BUSINESS AUTO CONDITIONS —the Duties In The Event Of Accident, Claim, ti Suit Or Loss Condition is amended as follows: The requirements that you must a. notify us of an"accident"claim,"suit"or"loss"and b. send us documents concerning a claim or"suit" apply only when such"accident"claim,"suit"or"loss"is known to: a. You, if you are an individual; b. A partner, if you are a partnership; c. An executive officer of the corporation or insurance manager,if you are a corporation; or d. A manager,if you are a limited liability company. 10. EMPLOYEES AS INSUREDS The Who Is An Insured provision under SECTION II — LIABILITY COVERAGE is.changed by adding the following: Any employee of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs.This coverage is excess over any other collectible insurance. 11. EXTRA EXPENSE—BROADENED COVERAGE Under Paragraph A.of SECTION III—PHYSICAL DAMAGE COVERAGE,the following Coverage is added: We will pay for the expense of returning a stolen covered "auto" to you subject to Paragraph C. Limit Of Insurance. 12. FELLOW EMPLOYEE EXCLUSION The Fellow Employee exclusion under SECTION II— LIABILITY COVERAGE does not apply if the "bodily injury" results from the use of a covered "auto"you own or hire. This coverage is excess over any other in- surance. 13. GLASS REPAIR—WAIVER OF DEDUCTIBLE Under Paragraph D. Deductible — of SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 14. HIRED AUTO—PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" under SECTION II — LIABILITY COVERAGE and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this policy for any"auto" you own, then SECTION III — PHYSICAL DAMAGE COVERAGE is extended to "autos" you hire, subject to the fol- lowing limit: The most we will pay for"loss"to any hired"auto"is the lesser of: a. $50,000, b. The actual cash value,or c. The cost of repairing or replacing it with other property of like kind or quality. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit,deductible and excess provisions,we will provide coverage equal to the broadest coverage applicable to any covered"auto"you own. We will also cover loss of use of the hired"auto"if the following conditions are met: a. it results from an accident, b. you are legally liable,and c. the lessor incurs an actual financial loss. The most we will pay for this loss of use coverage is$1,000 per"accident". VCA 20102 05 Includes copyrighted material of Insurance Services Office,Inc. Page 3 of 4 Copyright 2004,!Ili!!IIII!!ii!i!!!!i!!!!!iii!!!!!!!II!!!!!!!!!H! 1 � It. HIRED AUTO—WORLDWIDE COVERAGE TERRITORY The definition of coverage territory in General Conditions Policy Period,Coverage Territory—of SEC- TION IV—BUSINESS AUTO CONDITIONS is amended to add: Anywhere in the world for autos hired for 30 days or less, provided that any "suit" is brought in the 1 United States of America(including its territories and possessions),Puerto Rico or Canada. 16. LEASE GAP COVERAGE Under Paragraph C. Limit of Insurance—of SECTION III -PHYSICAL DAMAGE COVERAGE,the follow- ing is added: We will also pay the difference between the actual cash value of a covered "auto" at the time of"loss" and the remaining balance on your lease if the following conditions are met: a. The"auto"has a long term lease and is covered on this policy. b. The lessor is added as an Additional Insured in a written lease agreement. c. You are legally obligated for the remaining balance. We will not pay for any amounts representing excess wear and tear charges; additional mileage charges; taxes;overdue payments;penalties,interest or charges resulting from overdue payments; or lease termina- tion fees. 17. LIABILITY COVERAGE EXTENSIONS—SUPPLEMENTARY PAYMENTS Under SECTION II—LIABILITY COVERAGE,the Coverage Extension for Supplementary Payments is re- vised as follows: a. The limit for the cost of bail bonds is amended to$3,500. l b. The limit for reasonable expenses incurred by the"insured"is amended to$500 a day. 18. NEWLY FORMED OR ACQUIRED ORGANIZATIONS a. The Who Is An Insured provision under SECTION II—LIABILITY COVERAGE is amended to include as an"insured"any organization that is formed or acquired by you and over which you maintain majority ownership. b. .Paragraph a.of this provision 18.does not apply to any organization: 1. That is a joint venture or partnership, 2. That is an"insured"under any other policy, 3. That has exhausted its Limit of Insurance under any other policy,or 4. 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. c. Paragraph a. of this provision 18. does not apply to "bodily injury" or "property damage" that results from an"accident"that occurred before you formed or acquired the organization. 19. PHYSICAL DAMAGE—TRANSPORTATION EXPENSES COVERAGE Under SECTION III—PHYSICAL DAMAGE Coverage Extensions,the limit for Transportation Expenses is amended to$75 per day and the maximum is amended to$1,800. 20. TOWING—COVERED AUTOS Under SECTION III—PHYSICAL DAMAGE COVERAGE,Coverage for Towing is amended as follows: a. This coverage applies to any covered "auto"for which a premium charge for towing and labor is shown in the Schedule or in the Declarations. b. The limit is$100. Page 4 of 4 Includes copyrighted material of Insurance Services Office,Inc. VCA 20102 05 Copyright 2004,I I!11111111111111111!111111111111!1!W!111111111111 ADDITIONAL INSURED This form modifies insurance provided under the following: GL CONTRACTORS EXTENDER(VCG 206 02 05) WHO IS AN INSURED—(Section II)is deleted and replaced by the following wording: A. Section 11–Who Is An Insured is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for"bodily injury,""property damage"or"personal and advertising injury"caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing and completed operations for the additional insured. The insurance provided to the additional insured is limited as follows: a) This endorsement shall not increase the limits stated in Section III–LIMITS OF INSURANCE. b) This insurance does not apply to "bodily injury: or"property damage" caused by "your work" included in the "products-completed operations hazard" unless you are required to provide such coverage for the additional insured by a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury,""property damage"or"personal and advertising injury"arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve,maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspections, architectural or engineering activities. Primary & Non-Contributory: Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought specifically requires that this insurance apply on a primary or noncontributory basis. Separation of Insureds: Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or"suit"is brought. Per Project Aggregate: Under Section III = Limits of Insurance, the General Aggregate Limit applies separately to each of your projects away from premises owned by or rented to you. Waiver of Subrogation: Section IV—Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products-completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract executed prior to the "bodily injury"or"property damage", that requires you to waive your rights of recovery. Named Insured: carollo Engineers Policy No.: 7180103170000 Additional Insured: Any person or organization with whom you have agreed in written contract, executed prior to lose, to name as additional insured. Best's Credit Rating Center - Company Information for OneBeacon America Insurance Company Page 1 of 2 Ratings United States I Asia Pacific Canada I Europe About I Contact I Sitemap Ratings a Analysis OneBeacon America Insurance Company CRI Print this page ember,Ceiiter s Home (a member of White Mountains Insurance Group) For ratings and product access s Best's Credit Ratings+ A.M.Best#:002106 NAIC#:20621 FEIN M 042476442 This rating is Fdn9=1981—gl�R•ting Login I Sian-up •Financial Strength assigned to :BE9T Ratings—Insurer companies A Egmont s Issuer Credit Ratings that have,in Find a Best's Credit Rating s Debt Ratings Address:One Beacon Lane our opinion,an excellent ability to meet •Financial Strength Canton,MA 02021-1030 Enter a Company Name UNITED STATES their ongoing obligations to Ratings--Bank policyholders. u Advanced Search s Advanced Search J s About Best's Credit Ratings+ Phone:781-332-7000 •Get a Credit Rating+ Fax:781-332-7969 s Best's Special Reports Web:www.onebeacon.comV'GetRatedBy s Add Best's Credit Ratings Search To Your Site Best's Ratings s BestMark for Segue-Rated Insurers Financial Strength Ratings View Definitions Issuer Credit Ratings View Definitions View Rating Definitions •Contact an Analyst Rating:A(Excellent) Long-Term:a Select one... News&Research Affiliation Code:p(Pooled) Outlook:Stable Products&Services Financial Size Category:XIV($1.5 Billion to Action:Affirmed Industry Information $2 Billion) Date:July 31,2009 Corporate Outlook:Stable Action:Affirmed Support 8 Resources Effective Date:July 31,2009 Conferences and Events Denotes Under Review Ratings.See rating definitions. Reports Visit our NewsRoom for the latest news and press releases for this company and its A.M.Best Group. i AMB Credit Report-Insurance Professional-includes Best's Financial Strength P Rating and rationale along with comprehensive analytical commentary,detailed business overview and key financial data. Report Revision Date:06/16/2010 (represents the latest significant change). Historical Reports are available in AMB Credit Report-Insurance Professional Archive. Best's Executive Summary Reports(Financial Overview)-available in three /W versions,these presentation style reports feature balance sheet,income statement, key financial performance tests including profitability,liquidity and reserve analysis. Data Status:2010 Best's Statement File-P/C,US.Contains data compiled as of 7/15/2010(Quality Cross Checked). • Single Company-five years of financial data specifically on this company. • Comparison-side-by-side financial analysis of this company with a peer group of up to five other companies you select. • Composite-evaluate this company's financials against a peer group composite.Report displays both the average and total composite of your selected peer group. AMB Credit Report-Business Professional-provides three years of key financial data presented with colorful charts and tables.Each report also features the latest Best's Ratings,Rating Rationale and an excerpt from our Business Review commentary. Data Status:Contains data compiled as of 7/15/2010(Quality Cross Checked). Best's Key Rating Guide Presentation Report-includes Best's Financial Strength Rating and financial data as provided in Best's Key Rating Guide products. Data Status:2008 Financial Data(Duality Cross Checked). Financial and Analytical Products Best's Key Rating Guide-P/C,US&Canada Best's Statement File-P/C.US Best's Statement File-Global Best's Insurance Reports-P/C.US&Canada Best's State Line-P/C.US Best's Insurance Expense Exhibit(IEE)-P/C.US Best's Schedule F(Reinsurance)-P/C.US Best's Schedule D(Municipal Bonds)-US http://www3.ambest.com/ratings/FuUProfile.asp?BI=O&AMBNum=2106&AItSrc=1&A1tNum=&URATI... 7/22/2010 Best's Credit Rating Center- Company Information for ACE American Insurance Company Page 1 of 2 Ratings & Analysis Cenier United States I Asia Pacific Canada I Europe About I Contact I- Sitemap Ratings&Analysis .. ACE American Insurance Company [R Print this page Member Center•Home (a member of ACE INA Group) For ratings and product access •Best's Credit Ratings+ A.M.Best#:002257 NAIC#:22667 FEIN#: 952371728 This rating is R"armw ebwallils Ratho Login I Sign-up •Financial Strength assigned to 4LBEST Ratings—Insurer companies A+gepollor •Issuer Credit Ratings that have,in Find a Best's Credit Rating •Debt Ratings Address:436 Walnut Street our opinion,a superior ability to meet •Financial Strength Philadelphia,PA 19106 their ongoing obligations to Enter a Company Name Ratings--Bank UNITED STATES g policyholders. »Advanced Search •Advanced Search •About Best's Credit Ratings+ Phone:215-640-1000 ------ - -- •Get a Credit Rating+ Fax:215-640-5592 •Best's Special Reports Web:www.aceusa.com - •Add Best's Credit Ratings Search To Your Site ;Best's Ratings •BestMark for Secure-Rated Insurers Financial Strength Ratings View Definitions Issuer Credit Ratings View Definitions View Rating Definitions •Contact an Analyst Rating:A+(Superior) Long-Term:as- Select one... News&Research Affiliation Code:p(Pooled) Outlook:Positive Products&Services Financial Size Category:XV($2 Billion or Action:Affirmed Industry Information greater) Date:May 03,2010 Corporate - Outlook:Stable Support&Resources ., Action:Affirmed Effective Date:May 03,2010 Conferences and Events Denotes Under Review Ratings.See rating definitions. Reports and News Visit our NewsRoom for the latest news and press releases for this company and its A.M.Best Group. AMB Credit Report-Insurance Professional-includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary,detailed business overview and key financial data. Report Revision Date:07/06/2010 (represents the latest significant change). Historical Reports are available in AMB Credit Report-Insurance Professional Archive. Best's Executive Summary Reports(Financial Overview)-available in three versions,these presentation style reports feature balance sheet,income statement, key financial performance tests including profitability,liquidity and reserve analysis. Data Status:2010 Best's Statement File-P/C,US.Contains data compiled as of 7/15/2010(Quality Cross Checked). • Sinale Company-five years of financial data specifically on this company. • Comparison-side-by-side financial analysis of this company with a peer group of up to five other companies you select. • Composite-evaluate this company's financials against a peer group composite.Report displays both the average and total composite of your selected peer group. = AMB Credit Report-Business Professional-provides three years of key financial data presented with colorful charts and tables.Each report also features the latest Best's Ratings,Rating Rationale and an excerpt from our Business Review commentary. Data Status:Contains data compiled as of 7/15/2010(Quality Cross Checked). Best's Key Rating Guide Presentation Report-includes Best's Financial Strength Rating and financial data as provided in Best's Key Rating Guide products. Data Status:2008 Financial Data(Quality Cross Checked). Financial and Analytical Products Best's Key Rating Guide-P/C.US&Canada Best's Statement File-P/C.US Best's Statement File-Global Best's Insurance Reports-P/C.US&Canada Best's State Line-P/C.US Best's Insurance Expense Exhibit(IEE)-P/C.US Best's Schedule F(Reinsurance)-P/C.US Best's Schedule D(Municipal Bonds)-US http://www3.ambest.com/ratings/FuUProfile.asp?BI=O&AMBNum=2257&AItSrc=1&AltNum=&URATI... 7/22/2010 ACORD. CERTIFICATt OF LIABILITY INSURANCE DATE(MM/DD/YY) 12/21/2010 PRObUCER 0564249 1-800-833-7337 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Heffernan Insurance Brokers/ ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Heffernan Professional Practices HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1808 Embarcadero Road, Suite A ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Palo Alto, CA 94303 INSURERS AFFORDING COVERAGE INSURED INSURER A:Hanover Insurance Company Carollo Engineers INSURER B:Massachusetts Bay Insurance Company 2700 Ygnacio Valley Road, #300 INSURERC:ACE American Insurance Company Walnut Creek, CA 94598 INSURER D: 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 TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE f /DD LIMITS A GENERAL LIABILITY ZHF894489200 12/31/10 12/31/11 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any one fire) $ 500,000 CLAIMS MADE F_x1 OCCUR MED EXP(Any one person) $25,000 PERSONAL-&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY FX PRO LOC • AUTOMOBILE LIABILITY AHF891168500 12/31/10 12/31/11 COMBINED SINGLE LIMIT $1,000,000 X ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR FICLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ B WORKERS COMPENSATION AND WDF895749900 12/31/10 12/31/11 X I WCYTATU- OLIMITS TH- TOREMPLOYERS'LIABILITY E.L.EACH ACCIDENT $1,000,000 E.L.DISEASE-EA EMPLOYEO$1,000,000 E.L.DISEASE-POLICY LIMIT 1$1,000,000 OTHER C Professional Liability G21656495007 07/04/10 07/04/11 Per Claim x1,000,000 Retroactive Date: Unlimited Aggregate $2,000,000 Deductible $400,000 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS All operations of the Named Insured. Professional Liability is written in aggregate limits of liability not less than the amount shown. CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER: CANCELLATION*10 DAYS NOTICE FOR NON-PAYMENT OF PREMIUM SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Tigard DATE THEREOF,THE ISSUING INSURER WILL EXIEWW414MAIL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,0LK) 41La1 9XQ[ZWL%Mff0XSX Greer Gaston, Mgmt Analyst X 13125 SW Hall Blvd. XmBgagmmxmgxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx Tigard, OR 97223 AUTHORIZED REPRESENTATIVE USA ACORD 25S(7/97) annelza O ACORD CORPORATION 1988 18834947 ADDITIONAL INSURED This form modifies insurance provided under the following: GL CONTRACTORS EXTENDER(VCG 206 02 05) WHO IS AN INSURED—(Section II)is deleted and replaced by the following wording: A. Section II–Who Is An Insured is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for"bodily injury," "property damage" or"personal and advertising injury"caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing and completed operations for the additional insured. The insurance provided to the additional insured is limited as follows: a) This endorsement shall not increase the limits stated in Section III– LIMITS OF INSURANCE. b) This insurance does not apply to "bodily injury: or "property damage" caused by "your work" included in the "products-completed operations hazard" unless you are required to provide such coverage for the additional insured by a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury,""property damage" or"personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications; or b. Supervisory, inspections, architectural or engineering activities. Primary & Non-Contributory: Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought specifically requires that this insurance apply on a primary or noncontributory basis. Separation of Insureds: Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or"suit" is brought. Per Project Aggregate: Under Section III = Limits of Insurance, the General Aggregate Limit applies separately to each of your projects away from premises owned by or rented to you. Waiver of Subrogation: Section IV—Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products-completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract executed prior to the "bodily injury" or"property damage", that requires you to waive your rights of recovery. Named Insured: carollo Engineers Policy No.: Additional Insured: ACORD TM CERTIFICATt OF LIABILITY INSURANCE DATE(MM/DDIYY) 12/27/2010 PRODUCER 0564249 1-800-833-7337 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Heffernan Insurance Brokers/ ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Heffernan Professional Practices HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1808 Embarcadero Road, Suite A ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Palo Alto, CA 94303 INSURERS AFFORDING COVERAGE INSURED Carollo Engineers INSURER A:Hanover Insurance Company INSURER B:National Union Fire Insurance Company 2700 Ygnacio Valley Road, #300 INSURER C:Massachusetts Bay Insurance Company Walnut Creek, CA 94598 INSURERD:ACE American Insurance Company 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 TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONLTR LIMITS • GENERAL LIABILITY ZHF894489200 12/31/10 12/31/11 EACH OCCURRENCE $1,000,000 170:1M MERCIALGENERALLIABILITY FIRE DAMAGE(Any one fire) $500,000 CLAIMS MADE � OCCUR MED EXP(Any one person) $25,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY X PRO-jECT LOC A AUTOMOBILE LIABILITY AHF891168500 12/31/10 12/31/11 COMBINED SINGLE LIMIT $1,000,000 X ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO EA ACC $ OTHER THAN AUTO ONLY: AGG $ B EXCESS LIABILITY BE19715061 12/31/10 12/31/11 EACH OCCURRENCE $1,000,000 X OCCUR FICLAIMS MADE AGGREGATE $ 1,000,000 DEDUCTIBLE $ RETENTION $ $ C WORKERS COMPENSATION AND WDF895749900 12/31/10 12/31/11 X I WCSTATU-LIM JOTH- EMPLOYERS'LIABILITY E.L.EACH ACCIDENT I ER $1,000,000 E.L.DISEASE-EA EMPLOYEE $1,000,000 E.L.DISEASE-POLICY LIMIT $1,000,000 OTHER D Professional Liability G21656495007 07/04/10 07/04/11 Per Claim $1,000,000 Retroactive Date: Unlimited Aggregate $1,000,000 Deductible $400,000 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS All operations of the named insured. Professional Liability is written in aggregate limits of liability not less than the amount shown. RE: 2010 Water System Master Plan Consulting Services. Carollo Project #: Not yet assigned. City of Tigard, its officers, directors, and employees are included as additional insureds with respects to General & Auto Liability an these policies are Primary & Non-Contributory. Severability of interest is included in all policy conditions except for Professional Liability. CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER: CANCELLATION*10 DAYS NOTICE FOR NON-PAYMENT OF PREMIUM SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Tigard DATE THEREOF,THE ISSUING INSURER WILL OW69XQWWM MAIL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Greer Gaston, Mgmt Analyst XGBRffiNX !�lmCffii[�C 13125 SW Hall Blvd. X �xxxxxxxxxxxxxxxxxxxxxxxx�xxxxxxxxxxxxxxxxxxxxxx Tigard, OR 97223 AUTHORIZED REPRESENTATIVE USA ACORD 25S(7/97) xristinb O ACORD CORPORATION 1988 18923451 Architects and Engineers The following policy language is from Commercial General Liability Coverage Forms The following are mandatory forms on the policy identified on the Certificate of Insurance: 421-0778(09 09)CALIFORNIA COMMERCIAL GENERAL LIABILITY SPECIAL BROADENING ENDORSEMENT • Additional Insured by Contract,Agreement or Permit Under Section II-Who Is An insured, Paragraph 4. is added as follows: 4. a. Any person or organization with whom you agreed, because of a written contract, written agreement or permit to provide insurance, is an insured, but only with respect to: (1) "Your work"for the additional insured(s)at the location designated in the contract,agreement or permit;or (2) Premises you own, rent, lease or occupy. This insurance applies on a primary basis if that is required by the written contract,written agreement or permit. b. This provision does not apply: (1) Unless the written contract or written agreement has been executed or permit has been issued prior to the "bodily injury", "property damage", "personal injury"or"advertising injury". (2) To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part. (3) To any person or organization included as an insured under item 2 of this endorsement. (4) To any lessor of equipment: (a) After the equipment lease expires;or (b) If the "bodily injury", "property damage", "personal injury"or "advertising injury" arises out of sole negligence of the lessor. (5) To any: (a) Owners or other interests from whom land has been leased which takes place after the lease for the land ex- pires;or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises;or (ii) The 'bodily injury", 'property damage", "personal injury" or "advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. • Aggregate Limit Per Location (1) Under Section III - Limits of Insurance the General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. (2) Under Section V- Definitions,definition 23. is added as follows: 23. "Location"means premises involving the same or connecting lots,or premises whose connection is interrupted only by a street, roadway,waterway or right-of-way of a railroad. CG 2503(05 09) DESIGNATED CONSTRUCTION PROJECT(S)GENERAL AGGREGATE LIMIT • Aggregate Limit of Insurance(Per Project) COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Projects: Your projects away from premises owned by or rented to you A. For all sums which the insured becomes legally obligated to pay as damages caused by'occurrences" under Section I—Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of 'bodily injury" or'property damage" included in the 'products-completed operations hazard",and for medical expenses under Coverage C regardless of the number of: Includes copyrighted material of Insurance Services Offices,Inc.,with its permission a. Insureds; b. Claims made or"suits"brought;or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Construction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations,such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by"occurrences" under Section I—Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit. C. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products- completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables,the project will still be deemed to be the same construction project. E. The provisions of Section III—Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. 421-0452(06 07)OTHER INSURANCE—PRIMARY AND NON-CONTRIBUTORY(ADDITIONAL INSURED) • Additional Insured by Contract,Agreement or Permit Amended—Primary&Non-Contributory The following is added to Section IV—Commercial General Liability Conditions 4.Other Insurance a. Additional Insureds If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under Section II—Who is An Insured, is primary and non-contributory,the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss we cover under Coverages A or B of this Coverage Part,our obligations are limited as follows: 1.Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: i. For the sole negligence of the Additional Insured; ii. when the Additional Insured is an Additional Insured under another primary liability policy;or iii. when 2. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in 3. below. 2. Excess Insurance This insurance is excess over: (1) Any of the other insurance,whether primary, excess,contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for"your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for"property damage"to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner;or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g.of Section I—Coverage A—Bodily Injury And Property Damage Liability. Includes copyrighted material of Insurance Services Offices,Inc.,with its permission When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit' if any other insurer has a duty to defend the insured against that"suit". If no other insurer defends,we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: 1)The total amount that all such other insurance would pay for the loss in the absence of this insurance;and 2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 3. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. CG0001 (12 07)COMMERCIAL GENERAL LIABILITY COVERAGE FORM • Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured,this insurance applies: a. As if each Named Insured were the only Named Insured;and b. Separately to each insured against whom claim is made or"suit"is brought. CG 2404(05 09)WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US • Waiver of Subrogation COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Persons or organizations with whom you have a written contract,executed prior to the"bodily injury"or"property damage," that requires you to waive your rights of recovery The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or"your work"done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. Named Insured:carollo Engineers Policy No.:ZHF894489200 Additional Insured: Any person or organization with whom you have agreed in written contract, executed prior to loss, to name as additional insured. This Notice does not form a part of the insurance contract. No coverage is provided by this Notice,nor can it be construed to replace any provisions of the policy(including its endorsements).If there is any conflict between this Notice and the policy (including its endorsements),the provisions of the policy(Including its endorsements)shall prevail. Includes copyrighted material of Insurance Services Offices,Inc.,with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. CANCELLATION EXTENSION d. Any business entity for which you Paragraph A. CANCELLATION 2. b. of the have a financial interest greater COMMON POLICY CONDITIONS is than 50% of the voting stock or replaced with the following: otherwise have a controlling b. 60 days before the effective date interest after the effective date of of cancellation if we cancel for this policy or that is newly any other reason. acquired or formed by you during the term of this policy. SECTION I -COVERED AUTOS The coverage provided by this 2. EMPLOYEE HIRED "AUTOS" provision is afforded until Description Of Covered Auto expiration or termination of this Designation Symbols; Symbol 8 is policy,whichever occurs earlier. replaced by the following: The coverage provided by this 8 = Hired "Autos" Only - Only those"autos" provision does not apply to any you lease, hire, rent or borrow; including business entity described in d. "autos"your employee hires at your above that qualifies as an direction, for the purpose of conducting your insured under any other business. This does not include any"auto" automobile liability policy issued you lease, hire, rent, or borrow from any of to that business entity as a your"employees"or partners or members of named insured or would have their households. been an insured except for the exhaustion of the policy limits or SECTION II - LIABILITY COVERAGE the insolvency of the insurer. 3. BROADENED NAMED INSURED The coverage provided by this provision does not apply to The following is added to the SECTION II - "bodily injury"nor"property LIABILITY COVERAGE, Paragraph 1.Who damage"arising from an Is An Insured provision: accident that occurred prior to your acquiring or forming the business entity described in d. above. Includes copyrighted material of Insurance Services Office, Inc. with its permission, Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) P 4. EMPLOYEES AS INSUREDS SECTION III -PHYSICAL DAMAGE COVERAGE. The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1.Who 7. EXPENSE OF RETURNING A STOLEN Is An Insured provision: _ "AUTO"and SIGN COVERAGE e. Any employee of yours is an The following is added to SECTION III- "insured"while using a covered PHYSICAL DAMAGE COVERAGE,A.I. "auto"you do not own, hire or COVERAGE: borrow in your business or your personal affairs. d. Expense Of Returning A Stolen 5. SUPPLEMENTARY PAYMENTS "Auto" The following amends SECTION II - We will pay for the expense of LIABILITY COVERAGE, Paragraph 2. returning a covered "auto"to you. Coverage Extensions provision: e. Sign Coverage Paragraph (2) is replaced by the following: We will pay for loss to signs, (2) Up to$2500 for cost of bail bonds murals, paintings or graphics, (including bonds for related traffic as part of equipment, which are law violations) required because displayed on a covered "auto". of an "accident'we cover. We do not have to furnish these bonds. The most we will pay for'loss"in Paragraph (4)is replaced by the following: any one "accident'is the lesser of: (4) All reasonable expenses incurred 1. The actual cash value of by the"insured"at our request, the property as of the including actual loss of earnings time of the'loss'; or up to$500 a day because of time 2. The cost of repairing or off from work. replacing the damaged or 6. AMENDED FELLOW EMPLOYEE stolen property with other EXCLUSION property of like kind and quality; or 3. $2,000. The following is added to the SECTION II - LIABILITY COVERAGE, B. Exclusions 8. GLASS BREAKAGE DEDUCTIBLE Paragraph 5. Fellow Employee exclusion: The following is added to SECTION III- This exclusion does not apply if the PHYSICAL DAMAGE COVERAGE A. "bodily injury"arises from the use of a COVERAGE paragraph 3. Glass covered "auto"you own or hire. This Breakage- Hitting a Bird or Animal - coverage is excess over any other Falling Objects or Missiles: collectible insurance Any deductible shown in the Declarations as applicable to the Includes copyrighted material of Insurance Services Office, Inc.with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) covered "auto"will not apply to glass direction, for the purpose of breakage if such glass is repaired, rather conducting your business,for a than replaced. period of 30 days or less, of like kind and use as the"autos"you own, 9. TRANSPORTATION EXPENSE subject to the following: Paragraph 4. Coverage Extension. of The most we will pay for any one SECTION III - PHYSICAL DAMAGE loss is the lesser of the following: COVERAGE,A. COVERAGE is replaced with the following: a. $50,000 per accident, or b. cash value, or 4. Coverage Extension c. the cost of repair, We will pay up to$50 per day to a minus the deductible equal to the maximum of$1500 for temporary lowest deductible applicable to any transportation expense incurred by owned "auto"for that coverage. Any you because of the total theft of a deductible shown in the covered "auto"of the private Declarations does not apply to"loss" passenger type. We will pay only caused by fire or lightning. Subject for those covered "autos"for which to the limit and deductible stated you carry either Comprehensive or above, we will provide coverage Specified Causes of Loss Coverage. equal to the broadest coverage We will pay for temporary provided to any covered "auto"you transportation expenses incurred own, that is applicable to the loss. during the period beginning 24 hours after the theft and ending, If the loss arises from an accident regardless of the policy's expiration, for which you are legally liable and when the covered "auto" is returned the lessor incurs an actual financial to use or we pay for its "loss". loss from that accident, we will cover the lessor's actual financial 10. HIRED AUTO PHYSICAL DAMAGE loss of use of the hired "auto"for a period of up to seven consecutive The following is added to SECTION III - days from the date of the accident, PHYSICAL DAMAGE COVERAGE,A. subject to a limit of$1,000 per COVERAGE: accident. 5. Hired Auto Physical Damage 11. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT If hired "autos"are covered "autos" COVERAGE for Liability Coverage and if Physical Damage Coverage of The following is added to SECTION III - Comprehensive, Specified Causes PHYSICAL DAMAGE COVERAGE,A. of Loss, or Collision is provided COVERAGE: under this Coverage Form for any "auto"you own, then the Physical 6. Audio, Visual and Data Electronic Damage Coverage(s)provided is Equipment Coverage extended to"autos"you hire without a driver or your employee hires, We will pay for"loss"to any without a driver, at your electronic equipment that receives Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) or transmits audio, visual or data signals and that is not designed b. Permanently installed solely for the reproduction of sound. in the opening of the dash or This coverage applies only if the console normally used by equipment is permanently installed the manufacturer for the in the covered "auto"at the time of installation of a radio. the"loss"or the equipment is removable from a housing unit With respect to coverage herein, the which is permanently installed in the LIMIT OF INSURANCE provision of covered "auto' at the time of the PHYSICAL DAMAGE COVERAGE "loss", and such equipment is is replaced by the following: designed to be solely operated by use of the power from the "auto's" 1. The most we will pay for all electrical system, in or upon the "loss"to audio, visual or data covered "auto", including its electronic equipment and any antennas and other accessories. accessories used with this However, this does not include equipment as a result of any tapes, records or discs. one"accident"is the lesser of The exclusions that apply to a. The actual cash value of PHYSICAL DAMAGE COVERAGE, the damaged or stolen except for the exclusion relating to property as of the time of Audio,Visual and Data Electronic the "loss'; or Equipment, also apply to coverage b. The cost of repairing or provided herein. In addition,the replacing the damaged or following exclusions apply: stolen property with other property of like kind and We will not pay, under this quality; or coverage, for either any electronic c. $500. equipment or accessories used with such electronic equipment that is: 2. An adjustment for depreciation and physical 1. Necessary for the normal condition will be made in operation of the covered determining actual cash value "auto"or the monitoring of at the time of the"loss". the covered "auto's" operating system; or 3. Deductibles applicable to PHYSICAL DAMAGE 2. Both: COVERAGE, do not apply to this Audio, Visual and Data a. An integral part of the Electronic Equipment same unit housing any Coverage. sound reproducing equipment designed If there is other coverage provided solely for the by this policy for audio, visual and reproduction of sound if the data electronic equipment,the sound reproducing coverage provided herein is equipment is permanently installed in the covered "auto", and Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) excess. However, you may elect to covered "auto". If"loss" is apply the limit or any portion thereof caused by theft, this of coverage provided herein to pay number of days is added any deductible that is applicable to the number of days it under the provisions of the other takes to locate the covered coverage. "auto"and transport it to a repair shop. 12. RENTAL REIMBURSEMENT and MATERIAL TRANSFER EXPENSE 2. 60 days. The following is added to SECTION III - Our payment is limited to the lesser PHYSICAL DAMAGE COVERAGE,A. of the following amounts: COVERAGE: 1. Necessary and actual 7. Rental Reimbursement and expenses incurred, Material Transfer Expense including loss of use. This coverage provides only those 2. $3000. Physical Damage Coverages where a premium is shown in the This auto rental expense coverage Declarations. It applies only to a does not apply while there are spare covered "auto"described or or reserve "autos"available to you designated to which the Physical for your operations. Damage Coverages apply. If"loss"results from the total theft of We will pay for auto rental expenses a covered "auto"of the private and the expenses, incurred by you passenger type, we will pay under because of"loss"to a covered this coverage only that amount of "auto", to remove and transfer your your rental reimbursement materials and equipment from the expenses which is not already covered "auto" . Payment applies in provided for under the SECTION addition to the otherwise applicable III -PHYSICAL DAMAGE amount of each coverage you have COVERAGE,A.4. Coverage on a covered "auto". No deductibles Extension. apply to this coverage. 13. AIRBAG COVERAGE We will pay only for those auto rental expenses incurred during the The following is added to SECTION III - policy period beginning 24 hours PHYSICAL DAMAGE COVERAGE, B. after the"loss"and ending, Exclusions, paragraph 3. regardless of the policy's expiration, with the lesser of the following The portion of this exclusion relating to number of days: mechanical or electrical breakdown does not apply to the accidental discharge of an 1. The number of days airbag. This coverage is excess of other reasonably required to collectible insurance or warranty. No repair or replace the deductible applies to this Airbag Coverage. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 14. AUTO LOAN PHYSICAL DAMAGE imposed under a lease for excessive use, EXTENSION abnormal wear and tear or high mileage; security deposits not refunded by the lessor; The following is added to SECTION III - cost for extended warranties, Credit Life PHYSICAL DAMAGE COVERAGE, C. Insurance, Health, Accident or Disability Limit Of Insurance provision: Insurance purchased with the loan; and carry over balances from previous leases. When a 'loss" results in a total loss to a covered auto you own for which a Loss This coverage applies only to the initial lease Payee is designated in this policy, the most for the covered "auto"which has not we will pay for'loss"in any one "accident'is previously been leased. This coverage is the greater of: excess over all other collectible insurance. 1. The actual cash value of the SECTION IV-CONDITIONS damaged or stolen property as of the time of the 'loss'; or 16. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 2. The outstanding balance of the initial loan, less any amounts for The following is added to SECTION IV- taxes, overdue payments, overdue BUSINESS AUTO CONDITIONS, A. Loss payment charges, penalties, Conditions,2. Duties In The Event Of interest, any charges for early Accident, Claim, Suit Or Loss: termination of the loan, costs for Credit Life Insurance, Health, d. Knowledge of any"accident', Accident or Disability Insurance claim, "suit'or"loss"will be purchased with the loan, and deemed knowledge by you when carry-over balances from previous notice of such "accident', loans. claim, "suit'or'loss" has been received by: 15. AUTO LEASE PHYSICAL DAMAGE EXTENSION (1) You, if you are an individual; (2) Any partner or insurance The following is added to SECTION III - manager if you are a PHYSICAL DAMAGE COVERAGE, C. partnership; or Limit Of Insurance provision: (3) An executive officer or insurance manager if you are If, because of damage, destruction or theft a corporation. of a covered "auto",which is a long-term leased "auto", the lease agreement between 17. BLANKET WAIVER OF you and the lessor is terminated, "we"will SUBROGATION pay the difference between the amount paid under paragraph C. LIMIT OF INSURANCE Paragraph 5.Transfer Of Rights Of 1. or 2. and the amount due at the time of Recovery Against Others To Us, "loss" under the terms of the lease SECTION IV-BUSINESS AUTO agreement applicable to the leased "auto" CONDITIONS, A. Loss Conditions is which you are required to pay: less any fees replaced by the following: to dispose of the auto; any overdue payments;financial penalties Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 5. Transfer Of Rights Of Recovery 19. HIRED AUTO -WORLDWIDE Against Others To Us COVERAGE If any person or organization to or The following is added to SECTION IV- for whom we make payment under Business Auto Conditions, B. General this Coverage Form has rights to Conditions, paragraph 7. Policy Period, recover damages from another, Coverage Territory provision: which have not been waived through the execution of an "insured e. Outside the coverage territory contract',written agreement,or described in a., b., c., and d. permit, prior to the "accident'or above for an "accident'or'loss" "loss"giving rise to the payment, resulting from the use of a those rights to recover damages covered "auto"you hire, without a from another are transferred to us. driver, or your employee hires That person or organization must do without a driver, at your direction, everything necessary to secure our for the purpose of conducting your rights and must do nothing after the business,for a period of 30 days "accident"or"loss" to impair them. or less, provided the suit is brought within The United States 18. UNINTENTIONAL FAILURE TO of America or its territories or DISCLOSE INFORMATION possessions. The following is added to SECTION IV SECTION V-DEFINITIONS BUSINESS AUTO CONDITIONS. B. General Conditions, paragraph 2. 20. MENTAL ANGUISH Concealment, Misrepresentation Or Fraud: Paragraph C. 'Bodily injury", SECTION V- DEFINITIONS is replaced by the following: Your unintentional error in disclosing, or failure to disclose, any material fact C. 'Bodily injury" means bodily injury, existing after the effective date of this sickness or disease sustained by a Coverage Form shall not prejudice your person including death or mental rights under this Coverage Form. anguish resulting from any of these. However,this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. Includes copyrighted material of Insurance Services Office, Inc.with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97)