Loading...
HomeMy WebLinkAboutPK07-296 - Original - Sparling - Town Square Plaza Bid Drawings Review - 08/14/2007 a - Records Management ,KENT WhSHINGTON Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact Mary Simmons, City Clerks Office. Vendor Name: 51;>a V- Contract Number: 49ko?' o9- / G Thit ie iv eeirno.-i by AAnn. Cim mnne Vendor Number: Project Name: ) 0WY\ -�1 tdl� P ��0� - ��Ol ✓ t�1� Contract Effective Date: — ' -� Contract Termination Date: Contract Renewal Notice (Days): Number of days required'notice for termination or renewal or amendment Contract Manager: ` l D&1VA Q--h, Department: Abstract: ADCL7832 07102 KE S T CONSULTANT SERVICES AGREEMENT between the City of Kent and Sparling THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Sparling organized under the laws of the State of Washington, located and doing business at 720 Olive Way #1400, Seattle, WA 98101-1853, 206-667-0555 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: Review bid drawings for the Town Square Plaza and become familiar with the project. Discuss the existing conditions of the project with the Project Coordinator and the electrical sub contractor. Review electrical submittals for the project, electrical service details from PSE & the Contractor to determine if there are any deficiencies with the fault current at the main electrical panel Provide six site visits to review electrical work in progress. Attend project meetings when on site. Answer questions from the Contractor, answer rfi's and review change proposals. Provide a punch list inspection of the work. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement Upon the effective date of this Agreement, Consultant shall complete the work described in Section I by December 31, 2007. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Five Thousand Six Hundred Forty Dollars ($5.640.00) for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed supplemental agreement The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any CONSULTANT SERVICES AGREEMENT- 1 (Under$10,000) VOW portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement and that the Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VII. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24 115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference CONSULTANT SERVICES AGREEMENT-2 (Under$10,000) IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request. The city's use or reuse of any of the documents, data and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law, provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. CONSULTANT SERVICES AGREEMENT-3 (Under$10,000) mr E. Assignment Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. IN WITNESS, the parties below execute this Agreement,which shall become effective on the last date entered below. CONSULTANT: CITY OF KENT: By: By: (signature) f (signature) Print Nam Q e+-_e`�, Print e. Jeff Watling Its: t,\rc I Its. Parks Director ule)t (Tetle) c�DATE: 1y1 -) DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Christopher Fote Perry Brooks Sparling City of Kent 720 Olive Way#1400 220 Fourth Avenue South Seattle, WA 98101-1853 Kent, WA 98032 206-667-0555 (telephone) (253) 856-5114 (telephone) 206-667-0554 (facsimile) (253) 856-6050 (facsimile) Town Square Plaza—Sparling CONSULTANT SERVICES AGREEMENT-4 (Under$10,000) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above By signing below, I agree to fulfill the five requirements referenced above. Dated this day of , 2007. By: For- Title: PC- \r'\C k pr-� Date: c3� EEO COMPLIANCE DOCUMENTS- 1 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 12 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES. April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws All contractors, subcontractors. consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws,policies and guidelines. EEO COMPLIANCE DOCUMENTS-2 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date)—, between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this day of , 2007. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS-3 S PARL ING August 3,2007 Mr Perry Brooks Park and Open Space Planner Kent Parks,Recreation&Community Services 220 Fourth Avenue South Kent,WA 98032 Subj: Engineering&Fee Proposal File: B14***.PRP 01 Town Square Plaza CA-Electrical Dear Perry- Thank you for the opportunity of working with you on this project This project 720 Olive Way provides for the construction administration of the electrical work provided on the Suite 1400 drawings Work will include the following specific tasks: Seattle,MiMlingwn 98101-1853 1- Review your bid drawings for the facility and generally become familiar 206/667-0555 with the project Discuss the existing conditions of the project with you 800/667.0610 and the electrical subcontractor. Fax 206/667-0554 2- Review electrical submittals for the project. Review electrical service details from PSE and the Contractor to determine if there are any muwspuling min deficiencies with the fault current at the main electrical panel. 3- Provide six site visits to review electrical woik in progress Attend project meeting when on site 4- Answer questions from the Contractor,answer rfi's and review change proposals 5- Provide a punch list inspection of the work. It is expected that the work can be accomplished within the following times ELECTRICAL ENGINEERING I TECHNOLOGY CONSULTING TOWNT SQUARE PLAZA ENGINEERING&FEE PROPOSAL PAGE 2 OF 2 TASK PROJ. MGR. ENGINEER PRODUCTION EXPENSES 1 3 Hours Hours Hours 2 3 Hours Hours Hours 3 24 Hours Hours Hours $150 00 4 6 Hours Hours Hours $25 00 9 4 Hours Hours Hours S25 00 TOTAL TIME 40 Hours 0 Hours 0 Hours $200.00 40 Hours a@ $136 00 Per Hour $5,440 00 4 0 Hours Q $112 00 Per Hour $0 00 0 Hours @ $85 00 Per Hour $0 00 Printing/Misc Costs @ $200 00 Estimated Total Costs $5,640.00 Engmeerntg services for this project will be provided at a Total Fixed Fee of $5,640 00. Expenses will consist of mileage,deliveries and miscellaneous printing and are included at S200 Billings will be made monthly based on the percentage complete of the work. Please give me a call with any questions regar ding this p oposal. incerely, Christopher Fete,P E. Project Manager I L:\CBr\Pro}wsals\Kent Town Square\Prp01 Sparlmg doc EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. C. Other Insurance Provisions EXHIBIT B (Continued) The insurance policies are to contain, or be endorsed to contain,the following provisions for Automobile Liability and Commercial General Liability insurance 1. The Consultant's insurance coverage shall be primary insurance as respect the City Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than AN IL II. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement.evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. Chent#. 19894 SPARL E g ACORD- CERTIFICATE OF LIABILITY INSURANCE 0DATE 8/09/07Dnrvr> PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Kibble& Prentice,a USI Company ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 601 Union Street Suite 1000 HOLDER THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Seattle, WA 98101 206 441-6300 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A Hartford Casualty Insurance Company 29424 SPARLING, INC. INSURER B XL Specialty Insurance Company 37885 720 OLIVE WAY, SUITE 1400 INSURER C Hartford Underwriters Insurance Comp 30104 SEATTLE,WA 98101 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 LTR INSRE TYPE OF INSURANCE POLICY NUMBER PDATEVMM/DD/YY EFFECTIVE POLICY ITE MM/DONY) LIMITS A GENERAL LIABILITY 52SBAPP1153 12/31/06 12/31/07 EACH OCCURRENCE $1 000000 COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES(Ea occruge n $1 OOO OOO CLAIMS MADE 5�OCCUR MED EXP(Any one person) $1 O 000 X Business Liability PERSONAL&ADV INJURY $1 00Q 000 GENERAL AGGREGATE s2,000,000 GENIL AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $2000000 POLICY 5XI PROJECT F LOC C AUTOMOBILE LIABILITY 52UECT01335 12/31/06 1=1/07 COMBINED SINGLE LIMIT $1,000,000 X ANYAUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) X Drive Other Car PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EAACC $ AUTO ONLY AGG $ EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR F—ICLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ S A WORKERS COMPENSATION AND 52SBAPP1153 12/31/06 12/31/07 wcsTATu- X DTH EMPLOYERS'LIABILITY LEL ANY PROPRIETOR/PARTNER/EXECUTIVE (WA Stop Gap) E L EACH ACCIDENT $1,000 000 OFFICER/MEMBEREXCLUDED? EL DISEASE-EA EMPLOYEE $1,000000 If yes,describe under SPECIAL PROVISIONS below EL DISEASE-POLICY LIMIT 1$1 000,000 B OTHER Professional DPR9600897 12/31/06 12/31/07 $2,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: Project#: UNNUMBERED Project Name: Town Square Plaza Electrical Construction Administration As required by written contract the City of Kent is named as an additional insured and coverage is primary and non-contributory per the Business Liability Coverage form SS0008, attached to the policy. Those usual to the Insureds Operations. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Kent Parks DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 4_ DAYS WRITTEN Recreation&Community Services NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Attn Tony Donati IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 220 4th Avenue South REPRESENTATIVES Kent, WA 98032-5895 AUTHORIZED REPRESENTATIVE >7� ACORD 25(2001/08)1 of 2 #S224606/M205976 6MOJU © ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements) DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon ACORD 25-S(2001/08) 2 of 2 #S224606/M205976 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or Coverage under this provision control of, or over which physical includes the following: control is being exercised for any purpose by you, any of your (1) When an engineer, architect or "employees", any partner or surveyor becomes an insured under member (If you are a partnership provision 2.f., the following additional or joint venture), or any member exclusion applies (if you are a limited liability "Bodily injury", "property damage" or company) "personal and advertising injury" b. Any person (other than your "employee"), arising out of the rendering of or the or any organization while acting as your failure to render any professional real estate manager. services by or for you including c. Any person or organization having proper (a) The preparing, approving, or temporary custody of your property if you failure to prepare or approve die, but only- maps, drawings, opinions, reports, 1 With respect to liability arising out of surveys, change orders, designs ( ) p y g or specifications, and the maintenance or use of that property, and (b) Supervisory, inspection or (2) Until your legal representative has engineering services been appointed. (2) When a lessor of leased equipment becomes an insured under provision d. Your legal representative if you die, but 2.f., the following additional only with respect to duties as such That exclusions apply- representative will have all your rights and duties under this policy (a) To any "occurrence" which takes e. Any "employee" of the insured while place after the equipment lease expires; or acting in the scope of his/her duties as a retail pharmacist, or optician or (b) To "bodily injury" or "property Blanket optometrist damage" arising out of the sole Additional f. Additional Insureds by Contract, negligence of the lessor Insureds Agreement or Permit (3) When owners or other interests as required from whom land has been leased by contract Any person or organization with whom you become an insured under provision agreed, because of a written contract or 2.f., the following additional agreement or permit, to provide insurance exclusions apply such as is afforded under this Business Liability Coverage Form, but only with (a) Any "occurrence" which takes respect to your operations, "your work" or place after you cease to lease that facilities owned or used by you land, or However, coverage under this provision (b) Structural alterations, new does not apply construction or demolition (1) Unless the written contract or operations performed by or on agreement has been executed or a behalf of the owners or other permit has been issued prior to the interests from whom land has "bodily injury", "property damage" or been leased "personal and advertising injury". (4) When managers or lessors of (2) To any person or organization premises become an insured under included as an insured under provision 2.f., the following exclusions provision g. (Broad Form Vendors) apply (3) To any other person or organization (a) Any "occurrence" which takes shown in the Declarations as an place after you cease to be a Additional Insured tenant in that premises, or Form SS 00 08 03 00 Page 11 of 21 (b) Structural alterations, new (g) Products which, after distribution construction or demolition or sale by you, have been labeled operations performed by or on or relabeled or used as a behalf of the manager or lessors container, part or ingredient of of the premises any other thing or substance by or g. Additional Insured - Broad Form for the vendor Vendors (2) This insurance does not apply to any Any person or organization with whom you insured person or organization, from agreed, because of a written contract or whom you have acquired such agreement to provide insurance, but only products, or any ingredient, part or with respect to "bodily injury" or "property container, entering into, damage" arising out of "your products" accompanying or containing such which are distributed or sold in the regular products course of the vendor's business, subject (3) This provision g. does not apply to to the following additional exclusions any vendor included as an insured by (1) The insurance afforded the vendor an endorsement issued by us and does not apply to* made a part of this Coverage Part (a) "Bodily injury" or "property (4) This provision g. does not apply if damage" for which the vendor is "bodily injury" or "property damage" obligated to pay damages by included within the "products- reason of the assumption of completed operation hazard" is liability in a contract or excluded either by the provisions of agreement This exclusion does the Coverage Part or by endorsement not apply to liability for damages h. Broad Form Named Insured that the vendor would have in the Any organization you newly acquire or absence of the contract or form, other than a partnership or joint agreement, venture, and over which you maintain (b) Any express warranty ownership or majority interest, will qualify unauthorized by you; as a Named Insured if there is no other (c) Any physical or chemical change similar insurance available to that in product made intentionally by organization However the vendor, (1) Coverage under this provision is (d) Repackaging, unless unpacked afforded only until the 180th day after solely for the purpose of you acquire or form the organization inspection, demonstration, testing, or the end of the policy period, or substitution of parts under whichever is earlier, and instructions from the (2) Coverage under this provision does manufacturer, and then not apply to repackaged in the original (a) "Bodily injury" or "property container; damage" that occurred; or (e) Any failure to make such (b) "Personal and advertising injury" inspections, adjustments, tests or arising out of an offense servicing as the vendor has agreed to make or normally committed before you acquired or undertakes to make in the usual formed the organization course of business, in connection 1. Newly Formed or Acquired with the distribution or sale of the Organizations products; Any subsidiary and subsidiary thereof, of (f) Demonstration, installation, yours which is a legally incorporated entity servicing or repair operations of which you own a financial interest of except such operations performed more than 50% of the voting stock on the at the vendor's premises in effective date of this policy connection with the sale of the product, BUSINESS LIABILITY COVERAGE FORM The insurance afforded herein for any 2.a. To any insured, except volunteer subsidiary not shown in the Declarations workers. as a named insured does not apply to (3) When used in this provision injury or damage with respect to which an volunteer worker(s) means a person insured under this policy is also an insured who is not paid a fee, salary or other under another policy or would be an compensation insured under such policy but for its termination or upon the exhaustion of its 3. Additional Insured -Mobile Equipment limits of insurance With respect to "mobile equipment" registered j. Additional Insured -Volunteers in your name under any motor vehicle Any person(s) who are volunteer worker(s) registration law, any person is an insured for you, but only while acting at the while driving such equipment along a public direction but within the scope a their highway with your permission Any other duties for you. person or organization responsible for the conduct of such person is also an insured, but (1) However, no volunteer worker(s) are only with respect to liability arising out of the insureds for: operation of the equipment, and only if no (a) "Bodily injury", "property damage" other insurance of any kind is available to that or "personal and advertising person or organization for this liability. injury" arising out of rendering or However, no person or organization is an the failure to render professional insured with respect to services a. "Bodily injury" to a co-"employee" of the (b) "Bodily injury" or "personal and person driving the equipment, or advertising injury" b. "Property damage" to property owned by, (1) To you, to your partners or rented to, in the charge of or occupied by members (if you are a you or the employer of any person who is partnership or joint venture), an insured under this provision to your members (if you are a No person or organization is an insured with limited liability company), respect to the conduct of any current or past your other volunteer worker(s) partnership, joint venture or limited liability or to your "employees" arising company that is not shown as a Named Insured in out of and in the course of the Declarations their duties for you; D. LIABILITY AND MEDICAL EXPENSES (ii) To the spouse, child, parent, LIMITS OF INSURANCE brother or sister of your volunteer worker(s) or your 1. The Limits of Insurance shown in the "employees" as a Declarations and the rules below fix the most consequence of paragraph (1) we will pay regardless of number of (a) above, or a. Insureds; (c) "Property damage" to property- b. Claims made or"suits" brought; or (I) Owned, occupied or used by, c. Persons or organizations making claims ii Rented to, in the care, or bringing "suits" custody or control of, or over 2. Aggregate Limits which physical control is being The most we will pay for exercised for any purpose by you, any of your other volunteer a. Injury or damages under the "products- completed operations hazard' arising from workers, your "employees", any all "occurrences" during the policy period partner or member (if you are a is the Products-Completed Operations partnership or joint venture) or Aggregate Limit shown in the any member (if you are a limited Declarations liability company). b. All other injury or damages, including (2) Exclusion B.2.a. Applicable to medical expenses, arising from all Medical Expenses Coverage is "occurrences" during the policy period is replaced by the following: the General Aggregate Limit shown in the Declarations Form SS 00 08 03 00 Page 13 of 21 This General Aggregate Limit applies be deemed part of the last preceding period for separately to each of your "locations" purposes of determining the Limits of Insurance owned by or rented to you E. LIABILITY AND MEDICAL EXPENSES "Location" means premises involving the GENERAL CONDITIONS same or connecting lots, or premises whose connection is interrupted only by a 1. Bankruptcy street, roadway or right-of-way of a Bankruptcy or insolvency of the insured or of railroad the msured's estate will not relieve us of our This aggregate limit does not apply to obligations under the policy "property damage" to premises rented to 2. Duties in The Event of Occurrence, Claim you arising out of fire, lightning or or Suit explosion. a. You must see to it that we are notified 3. Subject to item 2. above, the most we will pay promptly of an "occurrence" or an offense for the sum of all damages because of all which may result in a claim. To the extent "bodily injury", "property damage" and medical possible, notice should include expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit (1) How, when and where the "occurrence" shown in the Declarations or offense took place,and The most we will pay for all medical expenses (2) The names and addresses of any because of "bodily injury" sustained by any injured persons and witnesses; and one person is the Medical Expenses Limit (3) The nature and location of any injury shown in the Declarations or damage arising out of the 4. Subject to item 2. above, the most we will pay "occurrence" or offense for the sum of all damages because of all This condition applies only when the "personal and advertising injury" sustained by "occurrence" or offense is known to- any one person or organization is the Personal (1) You, if you are an individual; and Advertising Injury Limit shown in the Declarations (2) A partner, if you are a partnership;or 5. The most we will pay under Business Liability (3) A manager if you are a limited liability Coverage for damages because of "property company, damage" to premises rented to you, or in the (4) An "executive officer" or insurance case of fire, while rented to you or temporarily manager, if you are a corporation, or occupied by you with permission of the owner, (5) Any elected or appointed official, if is the Damage To Premises Rented To You you are a political subdivision or Limit shown in the Declarations public entity. The Damage to Premises Rented To You b. If a claim is made or "suit" is brought Limit applies to all damage proximately against any insured, you must caused by the same event, whether such damage results from fire, lightning or (1) Immediately record the specifics of explosion or any combination of the three the claim or "suit" and the date If more than one limit of insurance under this received; and policy and any endorsements attached thereto (2) Notify us as soon as practicable. applies to any claim or"suit", the most we will pay You must see to it that we receive a under this policy and the endorsements is the written notice of the claim or "suit" as single highest limit of liability of all coverages soon as practicable applicable to such claim or "suit" However, this But this condition will not be considered paragraph does not apply to the Medical breached unless the breach occurs after Expenses limit set forth in paragraph 3. above such claim or"suit" is known to, The limits of this policy apply separately to each (1) You, if you are an individual, consecutive annual period and to any remaining period of less than 12 months, starting with the (2) A partner, if you are a partnership; or beginning of the policy period shown in the (3) A manager if you are a limited liability Declarations, unless the policy period is extended company, after issuance for an additional period of less than (4) An "executive officer" or insurance 12 months In that case, the additional period will manager, if you are a corporation, or In Contract is also referenced as "severability of BUSINESS LIABILITY COVERAGE FORM interest " c. You and any other involved insured must 5. Separation of Insureds (1) Immediately send us copies of any Except with respect to the Limits of Insurance, demands, notices, summonses or and any rights or duties specifically assigned legal papers received in connection in this policy to the first Named Insured, this with the claim or"suit", insurance applies (2) Authorize us to obtain records and a. As if each Named Insured were the only other information; Named Insured; and (3) Cooperate with us in the investigation, b. Separately to each insured against whom settlement of the claim or defense a claim is made or"suit" is brought against the "suit", and 6. Unintentional Failure to Disclose Hazards (4) Assist us, upon our request, in the enforcement of any right against any It is agreed that based on our reliance on your person or organization that may be representations as to existing hazards, if liable to the insured because injury unintentionally you should fail to disclose all or damage to which this insurance such hazards at the inception date of your may also apply policy, we shall not deny any coverage under d. No insureds will, except at their own cost, this Coverage Form because of such failure. voluntarily make a payment, assume any 7. Other Insurance - Primary Additional obligation, or incur any expense, other Insured than for first aid, without our consent Primary If the written contract or agreement or permit 3. Financial Responsibility Laws Non-Contribut requires this insurance to be primary for any a. When this policy is certified as proof of ory wording person or organization with whom you agree financial responsibility for the future under &Blanket to include in WHO IS AN INSURED, this the provisions of any motor vehicle Additional Other Insurance Provision is applicable Insured If other valid and collectible Insurance is financial responsibility law, the insurance Includes provided by the policy for "bodily injury" Permits available for a loss we cover under this liability and "property damage" liability will Business Liability Coverage Form, our comply with the provisions of the law to I obligations are limited as follows- the extent of the coverage and limits of a. Primary Insurance insurance required by that law This insurance is primary. We will not b. With respect to "mobile equipment" to seek contributions from other insurance which this insurance applies, we will available to the person or organization provide any liability, uninsured motorists, with whom you agree to include in WHO underinsured motorists, no-fault or other IS AN INSURED, except when b. applies coverage required by any motor vehicle b. Excess Insurance law We will provide the required limits for those coverages This insurance is excess over 4. Legal Action Against Us (1) Any other insurance, whether primary, No person or organization has a right under excess, contingent or on any other this coverage form basis- a. To join us as a party or otherwise bring us (a) That is Fire, Extended Coverage, into a "suit" asking for damages from an Builder's Risk, Installation Risk or insured, or similar coverage for"your work", b. To sue us on this coverage form unless all (b) That is Fire insurance for of its terms have been fully complied with premises rented to you or A person or organization may sue us to temporarily occupied by you with permission of the owner, recover on an agreed settlement or on a final judgment against an insured obtained after an (c) That is insurance purchased by actual trial, but we will not be liable for you to cover your liability as a damages that are not payable under the terms tenant for "property damage" to of this policy or that are in excess of the premises rented to you or applicable limit of insurance An agreed temporarily occupied by you with settlement means a settlement and release of permission of the owner, or liability signed by us, the insured and the claimant or the claimant's legal representative Form SS 00 08 03 00 Page 15 of 21