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HomeMy WebLinkAbout549313 MIG - CONTRACT - RFP - 8029 EXISTING OLD TOWN NEIGHBORHOODS PLAN UPDATEPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and MIG Inc., hereinafter referred to as "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of Twelve (12) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit "B", consisting of Two (2) pages, and incorporated herein by this reference. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: Copy to: MIG, Inc. Attn: Jay Renkens 4696 Broadway Boulder, CO 80304 City of Fort Collins Attn: Pete Wray PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and PROFESSIONAL SERVICES AGREEMENT Page 1 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $1,000,000 combined single limits and errors and omissions insurance in the amount of $1,000,000, in accordance with Exhibit “D”, consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in the amount of One Hundred Forty Seven Thousand Nine Hundred Fifty Two Dollars ($147,952) plus reimbursable direct costs. All such fees and costs shall not exceed One Hundred Fifty Thousand Dollars ($150,000) in accordance with Exhibit “C”. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 6. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 7. Project Drawings. Upon conclusion of the project and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival, prepared on stable Mylar base material using a non-fading process to provide for long storage and high quality reproduction. "CD" disc of the as-built drawings shall also be submitted to the City in an AutoCAD version no older then the established city standard. 8. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 9. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other PROFESSIONAL SERVICES AGREEMENT Page 2 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 purpose. 10. Subcontractors. Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Professional. 11. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 12. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non- defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. PROFESSIONAL SERVICES AGREEMENT Page 3 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 16. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. PROFESSIONAL SERVICES AGREEMENT Page 4 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "E" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. PROFESSIONAL SERVICES AGREEMENT Page 5 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 THE CITY OF FORT COLLINS, COLORADO By: _________________________________ Gerry Paul Director of Purchasing & Risk Management DATE: ______________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Assistant City Attorney MIG INC. By: __________________________________ Title: _______________________________ CORPORATE PRESIDENT OR VICE PRESIDENT Date: _______________________________ PROFESSIONAL SERVICES AGREEMENT Page 6 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 Principal/CEO 1/7/2015 1/7/2015 EXHIBIT A • • • • PROFESSIONAL SERVICES AGREEMENT Page 7 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 • • • PROFESSIONAL SERVICES AGREEMENT Page 8 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 • • • • • • • • PROFESSIONAL SERVICES AGREEMENT Page 9 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 • • • • • • • • • • • • PROFESSIONAL SERVICES AGREEMENT Page 10 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 • • • • • • • • • • • PROFESSIONAL SERVICES AGREEMENT Page 11 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 • • • • • • • • • • • • PROFESSIONAL SERVICES AGREEMENT Page 12 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 • • • • • PROFESSIONAL SERVICES AGREEMENT Page 13 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 • • • • • • • • • • • • • • • • PROFESSIONAL SERVICES AGREEMENT Page 14 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 • • • • • • • • PROFESSIONAL SERVICES AGREEMENT Page 15 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 • • • • • • • • • • • • • • • • • PROFESSIONAL SERVICES AGREEMENT Page 16 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 • • • • • • • • • • PROFESSIONAL SERVICES AGREEMENT Page 17 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 • • • • • • • • • • • • • PROFESSIONAL SERVICES AGREEMENT Page 18 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 1 8 15 22 29 5 12 19 26 2 9 16 23 2 9 16 23 30 6 13 20 27 4 11 18 25 1 8 15 22 29 6 13 20 27 3 10 17 24 31 7 14 21 28 5 12 19 26 2 9 16 24 31 7 14 21 28 5 12 19 26 2 9 16 24 31 7 14 21 28 1.1 Refine scope of work 1.2 Refine schedule, key milestones and deliverable due dates 1.3 Develop a Public Involvement Plan (PIP) 1.4 Define coordination strategy for ongoing and recent studies 2.1 Transportation Assessment of N. Shields and Mulberry Street 2.2 Existing Transportation Conditions Summary 2.3 Transition Area Assessment - Analysis of Neighborhood Compatibility of New Development 2.4 Future Transportation Conditions - Constrained Arterial Street Segments Task 3: Develop Initial Draft Plan Layout and Phase I Chapters for Review 3.1 Phase I Public Input ● ● ● ● 3.2 Phase I Public Involvement ● ● 3.3 Phase I Coordination Task 4: Plan Vision 4.1 Preliminary Plan Vision: Update Vision for Neighborhoods 4.2 Supporting Text and Graphics Task 5: Framework Development 5.1 Development of Framework Options 5.2 Preferred Plan Framework Task 6: Evaluation Criteria and Assessment 6.1 Preliminary and Final Evaluation Criteria Task 7: Develop Initial Draft Plan Document for Review (Phase II Chapters) 7.1 Options for Constrained Arterial Streets 7.2 Phase II Public Input ● ● ● 7.3 Phase II Public Involvement ● ● ● 7.4 Phase II Coordination Task 8. Revise and Update Policies 8.1 Assess Existing Policies (narrative, graphics and illustrations) 8.2 Development of Policy Options 8.3 Evaluation of Policy Options 8.4 Develop New Set of Policies Task 9. Strategies 9.1 Phase III Public Input ● ● ● 9.2 Phase III Public Involvement ● ● 9.3 Phase III Coordination November December 2015 January March April 2016 January February March April May June p r e l i m i n a r y s c h e d u l e December 2014 Phase II: Reconfirm Plan Vision/Framework Phase III: Policies/Strategies Development Task 1: Define Parameters of Update Process Task 2: Existing and Future Conditions Phase I: Project Initiation July August September October EXHIBIT B PROFESSIONAL SERVICES AGREEMENT Page 19 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 November December 2015 January March April 2016 January February March April May June p r e l i m i n a r y s c h e d u l e December 2014 July August September October Task 10. Implementation Action Plan 10.1 Preliminary Implementation Strategy 10.2 Final Implementation Strategy 10.3 Design Standards for N-C-B and C-C zones Task 11. Old Town Neighborhoods Plan Adoption 11.1 Phase IV Public Input ● 11.2 Phase IV Public Involvement ● ● ● 11.3 Phase IV Coordination Subtask in Progress Ongoing Outreach ● Formal Facilitated Meeting Holiday Break Phase IV: Plan Implementation/Adoption PROFESSIONAL SERVICES AGREEMENT Page 20 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 Hours @ $165 Hours @ $180 Hours @ $115 Hours @ $110 Hours @ $80 $150 $150 Hours @ $150 1.1 Refine scope of work 2 $330 $0 $0 $0 1 $80 3 $410 $90 $90 $90 $270 $680 1.2 Refine schedule, key milestones and deliverable due dates 2 $330 $0 2 $230 $0 2 $160 6 $720 $90 $200 $90 $380 $1,100 1.3 Develop a Public Involvement Plan (PIP) 2 $330 1 $180 4 $460 $0 8 $640 15 $1,610 $320 $1,200 $0 $1,520 $3,130 1.4 Define coordination strategy for ongoing and recent studies 1 $165 $0 2 $230 $0 4 $320 7 $715 $960 $800 $0 $1,760 $2,475 Subtotal 7 $1,155 1 $180 8 $920 0 $0 15 $1,200 31 $3,455 $1,460 $2,290 $180 $3,930 $0 $7,385 2.1 Transportation Assessment of N. Shields and Mulberry Street 1 $165 $0 4 $460 $0 16 $1,280 21 $1,905 $2,800 $0 $0 $2,800 $4,705 2.2 Existing Transportation Conditions Summary 2 $330 $0 4 $460 $0 24 $1,920 30 $2,710 $6,600 $0 $0 $6,600 $9,310 2.3 Transition Area Assessment - Analysis of Neighborhood Compatibility of New Development 8 $1,320 $0 8 $920 $0 28 $2,240 44 $4,480 $0 $0 $3,200 $3,200 $7,680 2.4 Future Transportation Conditions - Constrained Arterial Street Segments 2 $330 $0 4 $460 $0 12 $960 18 $1,750 $6,200 $0 $0 $6,200 $7,950 Subtotal 13 $2,145 0 $0 20 $2,300 0 $0 80 $6,400 113 $10,845 $15,600 $0 $3,200 $18,800 $0 $29,645 Task 3: Develop Initial Draft Plan Layout and Phase I Chapters for Review 3.1 Phase I Public Input 8 $1,320 $0 10 $1,150 $0 16 $1,280 34 $3,750 $1,000 $1,500 $0 $2,500 $350 $6,600 3.2 Phase I Public Involvement 4 $660 4 $720 14 $1,610 $0 16 $1,280 38 $4,270 $1,000 $500 $800 $2,300 $350 $6,920 3.3 Phase I Coordination 8 $1,320 $0 12 $1,380 $0 $0 20 $2,700 $0 $0 $0 $0 $2,700 Subtotal 20 $3,300 4 $720 36 $4,140 0 $0 32 $2,560 92 $10,720 $2,000 $2,000 $800 $4,800 $700 $16,220 Task 4: Plan Vision 4.1 Preliminary Plan Vision: Update Vision for Neighborhoods 4 $660 $0 2 $230 $0 8 $640 14 $1,530 $500 $500 $0 $1,000 $2,530 4.2 Supporting Text and Graphics 2 $330 $0 8 $920 $0 24 $1,920 34 $3,170 $1,150 $800 $0 $1,950 $5,120 Subtotal 6 $990 0 $0 10 $1,150 0 $0 32 $2,560 48 $4,700 $1,650 $1,300 $0 $2,950 $0 $7,650 Task 5: Framework Development 5.1 Development of Framework Options 4 $660 2 $360 2 $230 $0 12 $960 20 $2,210 $2,000 $1,000 $0 $3,000 $5,210 5.2 Preferred Plan Framdwork 2 $330 $0 4 $460 $0 8 $640 14 $1,430 $800 $800 $0 $1,600 $3,030 Subtotal 6 $990 2 $360 6 $690 0 $0 20 $1,600 34 $3,640 $2,800 $1,800 $0 $4,600 $0 $8,240 Task 6: Evaluation Criteria and Assessment 6.1 Preliminary and Final Evaluation Criteria 4 $660 $0 2 $230 2 $220 12 $960 20 $2,070 $750 $2,200 $1,200 $4,150 $6,220 Subtotal 4 $660 0 $0 2 $230 2 $220 12 $960 20 $2,070 $750 $2,200 $1,200 $4,150 $0 $6,220 Landscape Designer Project Director/ Project Associates Manager Consulting Principal Deputy PM Phase I: Project Initiation Phase II: Reconfirm Plan Vision/Framework Task 1: Define Parameters of Update Process Task 2: Existing and Future Conditions Cole Gehler/ MIG, Inc. Brendle Group Subconsultant Total Fox Tuttle Hernandez EPS Direct Costs Professional Fee Total Hours @ $165 Hours @ $180 Hours @ $115 Hours @ $110 Hours @ $80 $150 $150 Hours @ $150 Landscape Designer Project Director/ Project Associates Manager Consulting Principal Deputy PM Phase I: Project Initiation Cole Gehler/ MIG, Inc. Brendle Group Subconsultant Total Fox Tuttle Hernandez EPS Direct Costs Professional Fee Total e s t i m a t e d p r o j e c t c o s t Jay Renkens Jeff Winston Jeff Liljegren Angie Hulsebus Task 7: Develop Initial Draft Plan Document for Review (Phase II Chapters) 7.1 Options for Constrained Arterial Streets 4 $660 $0 4 $460 $0 32 $2,560 40 $3,680 $2,200 $0 $0 $2,200 $5,880 7.2 Phase II Public Input 6 $990 0 $0 8 $920 $0 12 $960 26 $2,870 $1,000 $1,500 $0 $2,500 $300 $5,670 7.3 Phase II Public Involvement 6 $990 4 $720 8 $920 $0 12 $960 30 $3,590 $1,000 $500 $0 $1,500 $300 $5,390 7.4 Phase II Coordination 8 $1,320 $0 16 $1,840 $0 $0 24 $3,160 $0 $0 $0 $0 $3,160 Subtotal 24 $3,960 4 $720 36 $4,140 0 $0 56 $4,480 120 $13,300 $4,200 $2,000 $0 $6,200 $600 $20,100 Task 8. Revise and Update Policies 8.1 Assess Existing Policies (narrative, graphics and illustrations) 2 $330 $0 4 $460 $0 12 $960 18 $1,750 $400 $1,200 $1,600 $3,200 $4,950 8.2 Development of Policy Options 6 $990 1 $180 4 $460 $0 16 $1,280 27 $2,910 $3,100 $1,200 $1,600 $5,900 $8,810 8.3 Evaluation of Policy Options 4 $660 $0 2 $230 2 $220 8 $640 16 $1,750 $1,000 $1,600 $800 $3,400 $5,150 8.4 Develop New Set of Policies 2 $330 $0 4 $460 $0 8 $640 14 $1,430 $800 $800 $1,200 $2,800 $4,230 Subtotal 14 $2,310 1 $180 14 $1,610 2 $220 44 $3,520 75 $7,840 $5,300 $4,800 $5,200 $15,300 $0 $23,140 Task 9. Strategies 9.1 Phase III Public Input 4 $660 $0 2 $230 $0 6 $480 12 $1,370 $600 $800 $0 $1,400 $300 $3,070 9.2 Phase III Public Involvement 4 $660 $0 2 $230 $0 6 $480 12 $1,370 $600 $400 $0 $1,000 $300 $2,670 9.3 Phase III Coordination 6 $990 $0 8 $920 $0 $0 14 $1,910 $0 $0 $0 $0 $1,910 Subtotal 10 $1,650 0 $0 10 $1,150 0 $0 6 $480 26 $3,280 $600 $400 $0 $1,000 $300 $4,580 Task 10. Implementation Action Plan 10.1 Preliminary Implementation Strategy 4 $660 $0 2 $230 $0 8 $640 14 $1,530 $800 $800 $3,200 $4,800 $6,330 10.2 Final Implementation Strategy 2 $330 $0 2 $230 $0 4 $320 8 $880 $300 $400 $1,220 $1,920 $2,800 10.3 Design Standards for N-C-B and C-C zones 8 $1,320 4 $720 2 $230 8 $880 12 $960 34 $4,110 $0 $0 $1,000 $1,000 $5,110 Subtotal 14 $2,310 4 $720 6 $690 8 $880 24 $1,920 56 $6,520 $1,100 $1,200 $5,420 $7,720 $0 $14,240 Task 11. Old Town Neighborhoods Plan Adoption 11.1 Phase IV Public Input 2 $330 $0 1 $115 $0 4 $320 7 $765 $1,600 $1,200 $0 $2,800 $200 $3,765 11.2 Phase IV Public Involvement 2 $330 $0 1 $115 $0 4 $320 7 $765 $1,600 $1,200 $0 $2,800 $198 $3,763 11.3 Phase IV Coordination 4 $660 $0 8 $920 $0 $0 12 $1,580 $0 $0 $0 $0 $1,580 Subtotal 6 $990 0 $0 9 $1,035 0 $0 4 $320 19 $2,345 $1,600 $1,200 $0 $2,800 $198 $5,343 127 $20,955 16 $2,880 159 $18,228 12 $1,320 330 $26,400 644 $69,783 $38,160 $20,190 $16,000 $74,350 $2,048 $146,181 5% Administrative Mark Up $3,718 $102 $150,000 Professional Time and Costs Subtotal Total Project Cost Phase III: Policies/Strategies Development Phase IV: Plan Implementation/Adoption EXHIBIT D INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. PROFESSIONAL SERVICES AGREEMENT Page 23 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 EXHIBIT E CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. PROFESSIONAL SERVICES AGREEMENT Page 24 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (2) The "bodily injury" or "property damage" occurs the entire policy carefully to determine rights, duties and during the policy period; and what is and is not covered. (3) Prior to the policy period, no insured listed Throughout this policy the words "you" and "your" refer to under Paragraph 1. of Section II – Who Is An the Named Insured shown in the Declarations, and any Insured and no "employee" authorized by you to other person or organization qualifying as a Named give or receive notice of an "occurrence" or Insured under this policy. The words "we", "us" and "our" claim, knew that the "bodily injury" or "property refer to the stock insurance company member of The damage" had occurred, in whole or in part. If Hartford providing this insurance. such a listed insured or authorized "employee" Thebodily word "insured" means any person or organization knew, prior to the policy period, that the " qualifying as such under Section II – Who Is An Insured. injury" or "property damage" occurred, then any continuation, change or resumption of such Other words and phrases that appear in quotation marks "bodily injury" or "property damage" during or have special meaning. Refer to Section V –Definitions. after the policy period will be deemed to have SECTION I – COVERAGES been known prior to the policy period. COVERAGE A BODILY INJURY AND PROPERTY c. "Bodily injury" or "property damage" will be deemed DAMAGE LIABILITY to have been known to have occurred at the 1. Insuring Agreement earliest time when any insured listed under Paragraph 1. of Section II – Who Is An Insured or a. We will pay those sums that the insured becomes any "employee" authorized by you to give or legally obligated to pay as damages because of receive notice of an "occurrence" or claim: "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty (1) Reports all, or any part, of the "bodily injury" or to defend the insured against any "suit" seeking "property damage" to us or any other insurer; those damages. However, we will have no duty to (2) Receives a written or verbal demand or claim defend the insured against any "suit" seeking for damages because of the "bodily injury" or damages for "bodily injury" or "property damage" to "property damage"; or which this insurance does not apply. We may, at (3) Becomes aware by any other means that our discretion, investigate any "occurrence" and "bodily injury" or "property damage" has settle any claim or "suit" that may result. But: occurred or has begun to occur. (1) The amount we will pay for damages is limited d. Damages because of "bodily injury" include as described in Section III – Limits Of damages claimed by any person or organization for Insurance; and care, loss of services or death resulting at any time (2) Our right and duty to defend ends when we from the "bodily injury". have used up the applicable limit of insurance in e. Incidental Medical Malpractice the payment of judgments or settlements under Coverages A or B or medical expenses under (1) "Bodily injury" arising out of the rendering of or Coverage C. failure to render professional health care services as a physician, dentist, nurse, No other obligation or liability to pay sums or emergency medical technician or paramedic perform acts or services is covered unless explicitly shall be deemed to be caused by an provided for under Supplementary Payments – "occurrence", but only if: Coverages A and B. (a) The physician, dentist, nurse, emergency b. This insurance applies to "bodily injury" and medical technician or paramedic is "property damage" only if: employed by you to provide such services; (1) The "bodily injury" or "property damage" is and caused by an "occurrence" that takes place in (b) You are not engaged in the business or the "coverage territory"; occupation of providing such services. HG 00 01 06 05 Page 1 of 18 © 2005 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 (2) For the purpose of determining the limits of d. Workers' Compensation And Similar Laws insurance for incidental medical malpractice, Any obligation of the insured under a workers' any act or omission together with all related acts compensation, disability benefits or unemployment or omissions in the furnishing of these services compensation law or any similar law. to any one person will be considered one "occurrence". e. Employer's Liability 2. Exclusions "Bodily injury" to: This insurance does not apply to: (1) An "employee" of the insured arising out of and in the course of: a. Expected Or Intended Injury (a) Employment by the insured; or "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This (b) Performing duties related to the conduct of exclusion does not apply to "bodily injury" or the insured's business; or "property damage" resulting from the use of (2) The spouse, child, parent, brother or sister of reasonable force to protect persons or property. that "employee" as a consequence of b. Contractual Liability Paragraph (1) above. "Bodily injury" or "property damage" for which the This exclusion applies: insured is obligated to pay damages by reason of (1) Whether the insured may be liable as an the assumption of liability in a contract or employer or in any other capacity; and agreement. This exclusion does not apply to liability (2) To any obligation to share damages with or for damages: repay someone else who must pay damages (1) That the insured would have in the absence of because of the injury. the contract or agreement; or This exclusion does not apply to liability assumed (2) Assumed in a contract or agreement that is an by the insured under an "insured contract". "insured contract", provided the "bodily injury" or f. Pollution "property damage" occurs subsequent to the (1) "Bodily injury" or "property damage" arising out execution of the contract or agreement. Solely of the actual, alleged or threatened discharge, for the purposes of liability assumed in an dispersal, seepage, migration, release or "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for escape of "pollutants": a party other than an insured are deemed to be (a) At or from any premises, site or location damages because of "bodily injury" or "property which is or was at any time owned or damage", provided: occupied by, or rented or loaned to, any insured. However, this subparagraph does (a) Liability to such party for, or for the cost of, not apply to: that party's defense has also been assumed in the same "insured contract"; and (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, (b) Such attorney fees and litigation expenses areoriginating for defense of that party against a ci vil or vapor or soot produced by or from equipment that is used to heat, cool alternative dispute resolution proceeding in or dehumidify the building, or equipment which damages to which this insurance that is used to heat water for personal applies are alleged. use, by the building's occupants or their c. Liquor Liability guests; "Bodily injury" or "property damage" for which any (ii) "Bodily injury" or "property damage" for insured may be held liable by reason of: which you may be held liable, if you are a (1) Causing or contributing to the intoxication of any contractor and the owner or lessee of person; such premises, site or location has been (2) The furnishing of alcoholic beverages to a added to your policy as an additional person under the legal drinking age or under the insured with respect to your ongoing influence of alcohol; or operations performed for that additional (iii) "Bodily injury" or "property damage" (e) At or from any premises, site or location on arising out of heat, smoke or fumes from which any insured or any contractors or a "hostile fire"; subcontractors working directly or indirectly (b) At or from any premises, site or location on any insured's behalf are performing which is or was at any time used by or for operations if the operations are to test for, any insured or others for the handling, monitor, clean up, remove, contain, treat, storage, disposal, processing or treatment of detoxify or neutralize, or in any way respond waste; to, or assess the effects of, "pollutants". (c) Which are or were at any time transported, (2) Any loss, cost or expense arising out of any: handled, stored, treated, disposed of, or (a) Request, demand, order or statutory or processed as waste by or for: regulatory requirement that any insured or (i) Any insured; or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in (ii) Any person or organization for whom you any way respond to, or assess the effects of, may be legally responsible; "pollutants"; or (d) At or from any premises, site or location on (b) Claim or suit by or on behalf of a which any insured or any contractors or governmental authority for damages subcontractors working directly or indirectly because of testing for, monitoring, cleaning on any insured's behalf are performing up, removing, containing, treating, operations if the "pollutants" are brought on detoxifying or neutralizing, or in any way or to the premises, site or location in responding to, or assessing the effects of, connection with such operations by such "pollutants". insured, contractor or subcontractor. However, this subparagraph does not apply However, this paragraph does not apply to to: liability for damages because of "property damage" that the insured would have in the (i) "Bodily injury" or "property damage" absence of such request, demand, order or arising out of the escape of fuels, statutory or regulatory requirement, or such lubricants or other operating fluids which claim or "suit" by or on behalf of a governmental are needed to perform the normal authority. electrical, hydraulic or mechanical functions necessary for the operation of g. Aircraft, Auto Or Watercraft "mobile equipment" or its parts, if such "Bodily injury" or "property damage" arising out of fuels, lubricants or other operating fluids the ownership, maintenance, use or entrustment to escape from a vehicle part designed to others of any aircraft, "auto" or watercraft owned or hold, store or receive them. This operated by or rented or loaned to any insured. Use exception does not apply if the "bodily includes operation and "loading or unloading". injury" or "property damage" arises out of This exclusion applies even if the claims against the intentional discharge, dispersal or any insured allege negligence or other wrongdoing release of the fuels, lubricants or other in the supervision, hiring, employment, training or operating fluids, or if such fuels, monitoring of others by that insured, if the lubricants or other operating fluids are "occurrence" which caused the "bodily injury" or brought on or to the premises, site or "property damage" involved the ownership, location with the intent that they be maintenance, use or entrustment to others of any discharged, dispersed or released as part aircraft, "auto" or watercraft that is owned or of the operations being performed by operated by or rented or loaned to any insured. such insured, contractor or subcontractor; This exclusion does not apply to: (ownii) "Bodily injury" or "property damage" (1) A watercraft while ashore on premises you sustained within a building and caused or rent; by the release of gases, fumes or vapors (2) A watercraft you do not own that is: from materials brought into that building (a) Less than 51 feet long; and in connection with operations being (b) Not being used to carry persons for a performed by you or on your behalf by a contractor or subcontractor; or charge; (3) Parking an "auto" on, or on the ways next to, (iii) "Bodily injury" or "property damage" premises you own or rent, provided the "auto" is arising out of heat, smoke or fumes from (4) Liability assumed under any "insured contract" working directly or indirectly on your behalf are for the ownership, maintenance or use of performing operations, if the "property damage" aircraft or watercraft; arises out of those operations; or (5) "Bodily injury" or "property damage" arising out (6) That particular part of any property that must be of the operation of any of the equipment listed in restored, repaired or replaced because "your Paragraph f.(2) or f.(3) of the definition of work" was incorrectly performed on it. "mobile equipment"; or Paragraphs (1), (3) and (4) of this exclusion do not (6) An aircraft that is not owned by any insured and apply to "property damage" (other than damage by is hired, chartered or loaned with a paid crew. fire) to premises, including the contents of such However, this exception does not apply if the premises, rented to you for a period of 7 or fewer insured has any other insurance for such "bodily consecutive days. A separate limit of insurance injury" or "property damage", whether the other applies to Damage To Premises Rented To You as insurance is primary, excess, contingent or on described in Section III – Limits Of Insurance. any other basis. Paragraph (2) of this exclusion does not apply if the h. Mobile Equipment premises are "your work" and were never occupied, "Bodily injury" or "property damage" arising out of: rented or held for rental by you. (1) The transportation of "mobile equipment" by an Paragraphs (3) and (4) of this exclusion do not "auto" owned or operated by or rented or loaned apply to “property damage” arising from the use of to any insured; or elevators. (2) The use of "mobile equipment" in, or while in Paragraphs (3), (4), (5) and (6) of this exclusion do practice for, or while being prepared for, any not apply to liability assumed under a sidetrack prearranged racing, speed, demolition, or agreement. stunting activity. Paragraphs (3) and (4) of this exclusion do not i. War apply to "property damage" to borrowed equipment while not being used to perform operations at the "Bodily injury" or "property damage", however job site. caused, arising, directly or indirectly, out of: Paragraph (6) of this exclusion does not apply to (1) War, including undeclared or civil war; "property damage" included in the "products- (2) Warlike action by a military force, including completed operations hazard". action in hindering or defending against an k. Damage To Your Product actual or expected attack, by any government, sovereign or other authority using military "Property damage" to "your product" arising out of it personnel or other agents; or or any part of it. (3) Insurrection, rebellion, revolution, usurped l. Damage To Your Work power, or action taken by governmental "Property damage" to "your work" arising out of it or authority in hindering or defending against any any part of it and included in the "products- of these. completed operations hazard". j. Damage To Property This exclusion does not apply if the damaged work "Property damage" to: or the work out of which the damage arises was performed on your behalf by a subcontractor. (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other m. Damage To Impaired Property Or Property Not person, organization or entity, for repair, Physically Injured replacement, enhancement, restoration or "Property damage" to "impaired property" or maintenance of such property for any reason, property that has not been physically injured, including prevention of injury to a person or arising out of: damage to another's property; (1) A defect, deficiency, inadequacy or dangerous (2) Premises you sell, give away or abandon, if the condition in "your product" or "your work"; or "property damage" arises out of any part of (2) A delay or failure by you or anyone acting on those premises; your behalf to perform a contract or agreement (3) Property loaned to you; in accordance with its terms. (4) Personal property in the care, custody or control This exclusion does not apply to the loss of use of of the insured; other property arising out of sudden and accidental (5) That particular part of real property on which physical injury to "your product" or "your work" after you or any contractors or subcontractors it has been put to its intended use. Page 4 of 18 HG 00 01 06 05 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 n. Recall Of Products, Work Or Impaired kind to persons or property which would not Property have occurred in whole or in part but for the Damages claimed for any loss, cost or expense "asbestos hazard"; incurred by you or others for the loss of use, (b) Arise out of any request, demand, order or withdrawal, recall, inspection, repair, replacement, statutory or regulatory requirement that any adjustment, removal or disposal of: insured or others test for, monitor, clean up, (detoxify1) "Your product"; remove, encapsulate, contain, treat, or neutralize or in any way respond to or (2) "Your work"; or assess the effects of an "asbestos hazard"; (3) "Impaired property"; or if such product, work, or property is withdrawn or (c) Arise out of any claim or suit for damages recalled from the market or from use by any person because of testing for, monitoring, cleaning or organization because of a known or suspected up, removing, encapsulating, containing, defect, deficiency, inadequacy or dangerous treating, detoxifying or neutralizing or in any condition in it. way responding to or assessing the effects o. Personal And Advertising Injury of an "asbestos hazard". "Bodily injury" arising out of "personal and Damage To Premises Rented To You – Exception advertising injury". For Damage By Fire, Lightning Or Explosion p. Electronic Data Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to premises Damages arising out of the loss of, loss of use of, while rented to you or temporarily occupied by you with damage to, corruption of, inability to access, or permission of the owner. A separate limit of insurance inability to manipulate electronic data. applies to this coverage as described in Section III – As used in this exclusion, electronic data means Limits Of Insurance. information, facts or programs stored as or on, COVERAGE B PERSONAL AND ADVERTISING created or used on, or transmitted to or from INJURY LIABILITY computer software, including systems and applications software, hard or floppy disks, CD- 1. Insuring Agreement ROMS, tapes, drives, cells, data processing a. We will pay those sums that the insured becomes devices or any other media which are used with legally obligated to pay as damages because of electronically controlled equipment. "personal and advertising injury" to which this q.duty Employment-Related Practices insurance applies. We will have the right and to defend the insured against any "suit" seeking "Bodily injury" to: those damages. However, we will have no duty to (1) A person arising out of any "employment– defend the insured against any "suit" seeking related practices"; or damages for "personal and advertising injury" to (2) The spouse, child, parent, brother or sister of which this insurance does not apply. We may, at that person as a consequence of "bodily injury" our discretion, investigate any offense and settle to that person at whom any "employment- any claim or "suit" that may result. But: related practices" are directed. (1) The amount we will pay for damages is limited This exclusion applies: as described in Section III – Limits Of Insurance; and (1) Whether the insured may be liable as an employer or in any other capacity; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the (2) To any obligation to share damages with or payment of judgments or settlements under repay someone else who must pay damages Coverages A or B or medical expenses under because of the injury. Coverage C. r. Asbestos No other obligation or liability to pay sums or (1) "Bodily injury" or "property damage" arising out perform acts or services is covered unless explicitly 2. Exclusions (2) Slogan, unless the slogan is also a trademark, This insurance does not apply to: trade name, service mark or other designation of origin or authenticity; or a. Knowing Violation Of Rights Of Another (3) Title of any literary or artistic work. "Personal and advertising injury" arising out of an offenseType committed by, at the direction or with the j. Insureds In Media And Internet consent or acquiescence of the insured with the Businesses expectation of inflicting "personal and advertising "Personal and advertising injury" committed by an injury". insured whose business is: b. Material Published With Knowledge Of Falsity (1) Advertising, broadcasting, publishing or "Personal and advertising injury" arising out of oral, telecasting; written or electronic publication of material, if done (2) Designing or determining content of web sites by or at the direction of the insured with knowledge for others; or of its falsity. (3) An Internet search, access, content or service c. Material Published Prior To Policy Period provider. "Personal and advertising injury" arising out of oral, However, this exclusion does not apply to written or electronic publication of material whose Paragraphs 17.a., b. and c. of "personal and first publication took place before the beginning of advertising injury" under the Definitions Section. the policy period. For the purposes of this exclusion, placing an d. Criminal Acts "advertisement" for or linking to others on your web "Personal and advertising injury" arising out of a site, by itself, is not considered the business of criminal act committed by or at the direction of the advertising, broadcasting, publishing or telecasting. insured. k. Electronic Chatrooms Or Bulletin Boards e. Contractual Liability "Personal and advertising injury" arising out of an "Personal and advertising injury" for which the electronic chatroom or bulletin board the insured insured has assumed liability in a contract or hosts, owns, or over which the insured exercises agreement. This exclusion does not apply to liability control. for damages that the insured would have in the l. Unauthorized Use Of Another's Name Or absence of the contract or agreement. Product f. Breach Of Contract "Personal and advertising injury" arising out of the "Personal and advertising injury" arising out of a unauthorized use of another's name or product in breach of contract, except an implied contract to use your e-mail address, domain name or metatags, or another's "advertising idea" in your "advertisement". any other similar tactics to mislead another's potential customers. g. Quality Or Performance Of Goods – Failure To Conform To Statements m. Pollution "Personal and advertising injury" arising out of the "Personal and advertising injury" arising out of the failure of goods, products or services to conform actual, alleged or threatened discharge, dispersal, with any statement of quality or performance made seepage, migration, release or escape of in your "advertisement". "pollutants" at any time. h. Wrong Description Of Prices n. Pollution-Related "Personal and advertising injury" arising out of the Any loss, cost or expense arising out of any: wrong description of the price of goods, products or (1) Request, demand, order or statutory or services. regulatory requirement that any insured or i. Infringement Of Intellectual Property Rights others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any "Personal and advertising injury" arising out of any way respond to, or assess the effects of, violation of any intellectual property rights such as "pollutants"; or copyright, patent, trademark, trade name, trade secret,governmental service mark or other designation of origin (2) Claim or suit by or on behalf of a or authenticity. authority for damages because of testing for, monitoring, cleaning up, removing, containing, However, this exclusion does not apply to treating, detoxifying or neutralizing, or in any infringement, in your "advertisement", of: way responding to, or assessing the effects of, (1) Copyright; "pollutants". Page 6 of 18 HG 00 01 06 05 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 o. War (2) The spouse, child, parent, brother or sister of "Personal and advertising injury", however caused, that person as a consequence of "personal and arising, directly or indirectly, out of: advertising injury" to that person at whom any "employment-related practices" are directed. (1) War, including undeclared or civil war; This exclusion applies: (2) Warlike action by a military force, including action in hindering or defending against an (1) Whether the insured may be liable as an actual or expected attack, by any government, employer or in any other capacity; and sovereign or other authority using military (2) To any obligation to share damages with or personnel or other agents; or repay someone else who must pay damages (3) Insurrection, rebellion, revolution, usurped power, because of the injury. or action taken by governmental authority in v. Asbestos hindering or defending against any of these. (1) "Personal and advertising injury" arising out of p. Internet Advertisements And Content Of Others the "asbestos hazard". "Personal and advertising injury" arising out of: (2) Any damages, judgments, settlements, loss, (1) An "advertisement" for others on your web site; costs or expenses that: (2) Placing a link to a web site of others on your (a) May be awarded or incurred by reason of web site; any claim or suit alleging actual or threatened injury or damage of any nature or (3) Content, including information, sounds, text, kind to persons or property which would not graphics, or images from a web site of others have occurred in whole or in part but for the displayed within a frame or border on your web "asbestos hazard"; site; or (b) Arise out of any request, demand, order or (4) Computer code, software or programming used statutory or regulatory requirement that any to enable: insured or others test for, monitor, clean up, (a) Your web site; or remove, encapsulate, contain, treat, detoxify (b) The presentation or functionality of an or neutralize or in any way respond to or "advertisement" or other content on your assess the effects of an "asbestos hazard"; web site. or q. Right Of Privacy Created By Statute (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning "Personal and advertising injury" arising out of the up, removing, encapsulating, containing, violation of a person's right of privacy created by treating, detoxifying or neutralizing or in any any state or federal act. way responding to or assessing the effects However, this exclusion does not apply to liability of an "asbestos hazard". for damages that the insured would have in the COVERAGE C MEDICAL PAYMENTS absence of such state or federal act. 1. Insuring Agreement r. Violation Of Anti-Trust law a. We will pay medical expenses as described below "Personal and advertising injury" arising out of a for "bodily injury" caused by an accident: violation of any anti-trust law. (1) On premises you own or rent; s. Securities (2) On ways next to premises you own or rent; or "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or (3) Because of your operations; other securities. provided that: t. Discrimination Or Humiliation (1) The accident takes place in the "coverage "Personal and advertising injury" arising out of territory" and during the policy period; discrimination or humiliation committed by or at the (2) The expenses are incurred and reported to us direction of any "executive officer", director, within three years of the date of the accident; stockholder, partner or member of the insured. and u. Employment-Related Practices (3) The injured person submits to examination, at b. We will make these payments regardless of fault. e. All costs taxed against the insured in the "suit". These payments will not exceed the applicable limit f. Prejudgment interest awarded against the insured of insurance. We will pay reasonable expenses for: on that part of the judgment we pay. If we make an (1) First aid administered at the time of an accident; offer to pay the applicable limit of insurance, we will (2) Necessary medical, surgical, x-ray and dental not pay any prejudgment interest based on that services, including prosthetic devices; and period of time after the offer. (3) Necessary ambulance, hospital, professional g. All interest on the full amount of any judgment that nursing and funeral services. accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the 2. Exclusions part of the judgment that is within the applicable We will not pay expenses for "bodily injury": limit of insurance. a. Any Insured These payments will not reduce the limits of insurance. To any insured, except "volunteer workers". 2. If we defend an insured against a "suit" and an b. Hired Person indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the To a person hired to do work for or on behalf of any following conditions are met: insured or a tenant of any insured. a. The "suit" against the indemnitee seeks damages c. Injury On Normally Occupied Premises for which the insured has assumed the liability of To a person injured on that part of premises you the indemnitee in a contract or agreement that is an own or rent that the person normally occupies. "insured contract"; d. Workers Compensation And Similar Laws b. This insurance applies to such liability assumed by To a person, whether or not an "employee" of any the insured; insured, if benefits for the "bodily injury" are payable c. The obligation to defend, or the cost of the defense or must be provided under a workers' compensation of, that indemnitee, has also been assumed by the or disability benefits law or a similar law. insured in the same "insured contract"; e. Athletics Activities d. The allegations in the "suit" and the information we To a person injured while practicing, instructing or know about the "occurrence" are such that no participating in any physical exercises or games, conflict appears to exist between the interests of sports, or athletic contests. the insured and the interests of the indemnitee; f. Products-Completed Operations Hazard e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against Included within the "products-completed operations such "suit" and agree that we can assign the same hazard". counsel to defend the insured and the indemnitee; g. Coverage A Exclusions and Excluded under Coverage A. f. The indemnitee: SUPPLEMENTARY PAYMENTS – COVERAGES (1) Agrees in writing to: A AND B (a) Cooperate with us in the investigation, 1. We will pay, with respect to any claim we investigate or settlement or defense of the "suit"; settle, or any "suit" against an insured we defend: (b) Immediately send us copies of any a. All expenses we incur. demands, notices, summonses or legal b. Up to $1,000 for cost of bail bonds required papers received in connection with the "suit"; because of accidents or traffic law violations arising (c) Notify any other insurer whose coverage is out of the use of any vehicle to which the Bodily available to the indemnitee; and Injury Liability Coverage applies. We do not have (d) Cooperate with us with respect to to furnish these bonds. coordinating other applicable insurance c. The cost of appeal bonds or bonds to release available to the indemnitee; and attachments, but only for bond amounts within the (2) Provides us with written authorization to: applicable limit of insurance. We do not have to furnish these bonds. (a) Obtain records and other information related to the "suit"; and necessary litigation expenses incurred by us and However, none of these "employees" or "volunteer necessary litigation expenses incurred by the workers" are insureds for: indemnitee at our request will be paid as (1) "Bodily injury" or "personal and advertising Supplementary Payments. Notwithstanding the injury": provisions of Paragraph 2.b.(2) of Section I – Coverage A – Bodily Injury And Property Damage (a) To you, to your partners or members (if you Liability, such payments will not be deemed to be are a partnership or joint venture), to your damagesliability for "bodily injury" and "property damage" and members (if you are a limited will not reduce the limits of insurance. company), to a co-"employee" while in the course of his or her employment or Our obligation to defend an insured's indemnitee and performing duties related to the conduct of to pay for attorneys' fees and necessary litigation your business, or to your other "volunteer expenses as Supplementary Payments ends when: workers" while performing duties related to a. We have used up the applicable limit of insurance the conduct of your business; in the payment of judgments or settlements; or (b) To the spouse, child, parent, brother or sister b. The conditions set forth above, or the terms of the of that co-"employee" or that "volunteer agreement described in Paragraph f. above, are no worker" as a consequence of Paragraph longer met. (1)(a) above; SECTION II – WHO IS AN INSURED (c) For which there is any obligation to share 1. If you are designated in the Declarations as: damages with or repay someone else who must pay damages because of the injury a. An individual, you and your spouse are insureds, described in Paragraphs (1)(a) or (b) above; but only with respect to the conduct of a business or of which you are the sole owner. (d) Arising out of his or her providing or failing to b. A partnership or joint venture, you are an insured. provide professional health care services. Your members, your partners, and their spouses areproviding also insureds, but only with respect to the If you are not in the business of conduct of your business. professional health care services, Paragraph (d) does not apply to any nurse, emergency c. A limited liability company, you are an insured. medical technician or paramedic employed by Your members are also insureds, but only with you to provide such services. respect to the conduct of your business. Your managers are insureds, but only with respect to (2) "Property damage" to property: their duties as your managers. (a) Owned, occupied or used by, d. An organization other than a partnership, joint (b) Rented to, in the care, custody or control of, venture or limited liability company, you are an or over which physical control is being insured. Your "executive officers" and directors are exercised for any purpose by insureds, but only with respect to their duties as you, any of your "employees", "volunteer your officers or directors. Your stockholders are workers", any partner or member (if you are a also insureds, but only with respect to their liability partnership or joint venture), or any member (if as stockholders. you are a limited liability company). e. A trust, you are an insured. Your trustees are also b. Real Estate Manager insureds, but only with respect to their duties as trustees. Any person (other than your "employee" or "volunteer worker"), or any organization while 2. Each of the following is also an insured: acting as your real estate manager. a. Employees and Volunteer workers c. Temporary Custodians of Your Property Your "volunteer workers" only while performing Any person or organization having proper duties related to the conduct of your business, or temporary custody of your property if you die, but your "employees", other than either your "executive only: officers" (if you are an organization other than a partnership, joint venture or limited liability (1) With respect to liability arising out of the company) or your managers (if you are a limited maintenance or use of that property; and liability company), but only for acts within the scope (2) Until your legal representative has been of their employment by you or while performing appointed. duties related to the conduct of your business. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will HG 00 01 06 05 Page 9 of 18 have all your rights and duties under this Coverage 5. Nonowned Watercraft Part. With respect to watercraft you do not own that is less e. Unnamed Subsidiary than 51 feet long and is not being used to carry Any subsidiary, and subsidiary thereof, of yours persons for a charge, any person is an insured while which is a legally incorporated entity of which you operating such watercraft with your permission. Any own a financial interest of more than 50% of the other person or organization responsible for the voting stock on the effective date of the Coverage conduct of such person is also an insured, but only Part. with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any The insurance afforded herein for any subsidiary kind is available to that person or organization for this not named in this Coverage Part as a named liability. insured does not apply to injury or damage with respect to which an insured under this Coverage However, no person or organization is an insured with Part is also an insured under another policy or respect to: would be an insured under such policy but for its a. "Bodily injury" to a co-"employee" of the person termination or the exhaustion of its limits of operating the watercraft; or insurance. b. "Property damage" to property owned by, rented to, 3. Newly Acquired or Formed Organization in the charge of or occupied by you or the employer Any organization you newly acquire or form, other than of any person who is an insured under this a partnership, joint venture or limited liability company, provision. and over which you maintain financial interest of more 6. Additional Insureds When Required By Written than 50% of the voting stock, will qualify as a Named Contract, Written Agreement Or Permit Insured if there is no other similar insurance available The following person(s) or organization(s) are an to that organization. However: additional insured when you have agreed, in a written a. Coverage under this provision is afforded only until contract, written agreement or because of a permit the 180th day after you acquire or form the issued by a state or political subdivision, that such organization or the end of the policy period, person or organization be added as an additional whichever is earlier; insured on your policy, provided the injury or damage b. Coverage A does not apply to "bodily injury" or occurs subsequent to the execution of the contract or "property damage" that occurred before you agreement. acquired or formed the organization; and A person or organization is an additional insured under c. Coverage B does not apply to "personal and this provision only for that period of time required by advertising injury" arising out of an offense the contract or agreement. committed before you acquired or formed the However, no such person or organization is an insured organization. under this provision if such person or organization is 4. Mobile Equipment included as an insured by an endorsement issued by us and made a part of this Coverage Part. With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any a. Vendors person is an insured while driving such equipment Any person(s) or organization(s) (referred to below along a public highway with your permission. Any other as vendor), but only with respect to "bodily injury" person or organization responsible for the conduct of or "property damage" arising out of "your products" such person is also an insured, but only with respect to which are distributed or sold in the regular course liability arising out of the operation of the equipment, of the vendor's business and only if this Coverage and only if no other insurance of any kind is available Part provides coverage for "bodily injury" or to that person or organization for this liability. However, "property damage" included within the "products- no person or organization is an insured with respect to: completed operations hazard". a. "Bodily injury" to a co-"employee" of the person (1) The insurance afforded the vendor is subject to driving the equipment; or the following additional exclusions: b. "Property damage" to property owned by, rented to, This insurance does not apply to: in the charge of or occupied by you or the employer (a) "Bodily injury" or "property damage" for of any person who is an insured under this which the vendor is obligated to pay provision. damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; Page 10 of 18 HG 00 01 06 05 57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 (b) Any express warranty unauthorized by you; c. Lessors of Land or Premises (c) Any physical or chemical change in the Any person or organization from whom you lease product made intentionally by the vendor; land or premises, but only with respect to liability (d) Repackaging, except when unpacked solely arising out of the ownership, maintenance or use of for the purpose of inspection, demonstration, that part of the land or premises leased to you. testing, or the substitution of parts under With respect to the insurance afforded these instructions from the manufacturer, and then additional insureds the following additional repackaged in the original container; exclusions apply: (e) Any failure to make such inspections, This insurance does not apply to: adjustments, tests or servicing as the vendor 1. Any "occurrence" which takes place after you has agreed to make or normally undertakes cease to lease that land; or to make in the usual course of business, in connection with the distribution or sale of the 2. Structural alterations, new construction or products; demolition operations performed by or on behalf of such person or organization. (f) Demonstration, installation, servicing or repair operations, except such operations d. Architects, Engineers or Surveyors performed at the vendor's premises in Any architect, engineer, or surveyor, but only with connection with the sale of the product; respect to liability for "bodily injury", "property (g) Products which, after distribution or sale by damage" or "personal and advertising injury" you, have been labeled or relabeled or used caused, in whole or in part, by your acts or asacting a container, part or ingredient of any omissions or the acts or omissions of those other thing or substance by or for the on your behalf: vendor; or (1) In connection with your premises; or (h) "Bodily injury" or "property damage" arising (2) In the performance of your ongoing operations out of the sole negligence of the vendor for performed by you or on your behalf. its own acts or omissions or those of its With respect to the insurance afforded these employees or anyone else acting on its additional insureds, the following additional behalf. However, this exclusion does not exclusion applies: apply to: This insurance does not apply to "bodily injury", (i) The exceptions contained in Sub- "property damage" or "personal and advertising paragraphs (d) or (f); or injury" arising out of the rendering of or the failure (ii) Such inspections, adjustments, tests or to render any professional services by or for you, servicing as the vendor has agreed to including: make or normally undertakes to make in 1. The preparing, approving, or failing to prepare the usual course of business, in or approve, maps, shop drawings, opinions, connection with the distribution or sale of reports, surveys, field orders, change orders or the products. drawings and specifications; or (2) This insurance does not apply to any insured 2. Supervisory, inspection, architectural or person or organization, from whom you have engineering activities. acquired such products, or any ingredient, part e. Permits Issued By State Or Political or container, entering into, accompanying or Subdivisions containing such products. Any state or political subdivision, but only with b. Lessors of Equipment respect to operations performed by you or on your (1) Any person or organization from whom you behalf for which the state or political subdivision lease equipment; but only with respect to their has issued a permit. liability for "bodily injury", "property damage" or With respect to the insurance afforded these "personal and advertising injury" caused, in additional insureds, this insurance does not apply whole or in part, by your maintenance, operation or use of equipment leased to you by such to: person or organization. (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations (2) With respect to the insurance afforded to these f. Any Other Party c. Persons or organizations making claims or bringing Any other person or organization who is not an "suits". insured under Paragraphs a. through e. above, but 2. General Aggregate Limit only with respect to liability for "bodily injury", The General Aggregate Limit is the most we will pay "property damage" or "personal and advertising for the sum of: injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting a. Medical expenses under Coverage C; on your behalf: b. Damages under Coverage A, except damages (1) In the performance of your ongoing operations; because of "bodily injury" or "property damage" included in the "products-completed operations (2) In connection with your premises owned by or hazard"; and rented to you; or c. Damages under Coverage B. (3) In connection with "your work" and included within the "products-completed operations 3. Products-Completed Operations Aggregate Limit hazard"Limit, but only if The Products-Completed Operations Aggregate (a) The written contract or agreement requires is the most we will pay under Coverage A for damages you to provide such coverage to such because of "bodily injury" and "property damage" additional insured; and included in the "products-completed operations hazard". (b) This Coverage Part provides coverage for "Limitbodily injury" or "property damage" included 4. Personal and Advertising Injury withinAdvertising the "products-completed operations Subject to 2. above, the Personal and hazard". Injury Limit is the most we will pay under Coverage B With respect to the insurance afforded to these for the sum of all damages because of all "personal additional insureds, this insurance does not apply and advertising injury" sustained by any one person or to: organization. "Bodily injury", "property damage" or "personal and 5. Each Occurrence Limit advertising injury" arising out of the rendering of, or Subject to 2. or 3. above, whichever applies, the Each the failure to render, any professional architectural, Occurrence Limit is the most we will pay for the sum engineering or surveying services, including: of: (1) The preparing, approving, or failing to prepare a. Damages under Coverage A; and or approve, maps, shop drawings, opinions, b. Medical expenses under Coverage C reports, surveys, field orders, change orders or drawings and specifications; or because of all "bodily injury" and "property damage" arising out of any one "occurrence". (2) Supervisory, inspection, architectural or 6. Damage To Premises Rented To You Limit engineering activities. Subject to 5. above, the Damage To Premises Rented The limits of insurance that apply to additional insureds To You Limit is the most we will pay under Coverage A under this provision is described in Section III – Limits for damages because of "property damage" to any one Of Insurance. premises, while rented to you, or in the case of How this insurance applies when other insurance is damage by fire, lightning or explosion, while rented to available to the additional insured is described in the you or temporarily occupied by you with permission of Other Insurance Condition in Section IV – Commercial the owner. General Liability Conditions. In the case of damage by fire, lightning or explosion, No person or organization is an insured with respect to the the Damage to Premises Rented To You Limit applies conduct of any current or past partnership, joint venture or to all damage proximately caused by the same event, limited liability company that is not shown as a Named whether such damage results from fire, lightning or Insured in the Declarations. explosion or any combination of these. SECTION III – LIMITS OF INSURANCE 7. Medical Expense Limit 1. The Most We will Pay Subject to 5. above, the Medical Expense Limit is the The Limits of Insurance shown in the Declarations and most we will pay under Coverage C for all medical the rules below fix the most we will pay regardless of expenses because of "bodily injury" sustained by any the number of: one person. a. Insureds; 8. How Limits Apply To Additional Insureds added as an additional insured on your policy, the (3) Cooperate with us in the investigation or most we will pay on behalf of such additional insured is settlement of the claim or defense against the the lesser of: "suit"; and a. The limits of insurance specified in the written (4) Assist us, upon our request, in the enforcement of contract or written agreement; or any right against any person or organization which b. The Limits of Insurance shown in the Declarations. may be liable to the insured because of injury or damage to which this insurance may also apply. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and d. Obligations At The Insureds Own Cost described in this Section. No insured will, except at that insured's own cost, The Limits of Insurance of this Coverage Part apply voluntarily make a payment, assume any separatelyfirst to each consecutive annual period and to any obligation, or incur any expense, other than for remaining period of less than 12 months, starting with the aid, without our consent. beginning of the policy period shown in the Declarations, e. Additional Insureds Other Insurance unless the policy period is extended after issuance for an If we cover a claim or "suit" under this Coverage additional period of less than 12 months. In that case, the Part that may also be covered by other insurance additional period will be deemed part of the last preceding available to an additional insured, such additional period for purposes of determining the Limits of Insurance. insured must submit such claim or "suit" to the SECTION IV – COMMERCIAL GENERAL LIABILITY other insurer for defense and indemnity. CONDITIONS However, this provision does not apply to the 1. Bankruptcy extent that you have agreed in a written contract or Bankruptcy or insolvency of the insured or of the written agreement that this insurance is primary insured's estate will not relieve us of our obligations and non-contributory with the additional insured's under this Coverage Part. own insurance. 2. Duties In The Event Of Occurrence, Offense, Claim f. Knowledge Of An Occurrence, Offense, Claim Or Suit Or Suit a. Notice Of Occurrence Or Offense Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", You or any additional insured must see to it that we offense, claim or "suit" is known to: are notified as soon as practicable of an "occurrence" or an offense which may result in a (1) You or any additional insured that is an claim. To the extent possible, notice should include: individual; (1) How, when and where the "occurrence" or (2) Any partner, if you or an additional insured is a offense took place; partnership; (2) The names and addresses of any injured (3) Any manager, if you or an additional insured is a persons and witnesses; and limited liability company; (3) The nature and location of any injury or damage (4) Any "executive officer" or insurance manager, if arising out of the "occurrence" or offense. you or an additional insured is a corporation; b. Notice Of Claim (5) Any trustee, if you or an additional insured is a trust; or If a claim is made or "suit" is brought against any insured, you or any additional insured must: (6) Any elected or appointed official, if you or an additional insured is a political subdivision or (1) Immediately record the specifics of the claim or public entity. "suit" and the date received; and This duty applies separately to you and any additional (2) Notify us as soon as practicable. insured. You or any additional insured must see to it that we 3. Legal Action Against Us receive written notice of the claim or "suit" as soon as practicable. No person or organization has a right under this Coverage Part: c. Assistance And Cooperation Of The Insured a. To join us as a party or otherwise bring us into a You and any other involved insured must: "suit" asking for damages from an insured; or (1) Immediately send us copies of any demands, b. To sue us on this Coverage Part unless all of its notices, summonses or legal papers received in terms have been fully complied with. connection with the claim or "suit"; A person or organization may sue us to recover on an (2) Authorize us to obtain records and other agreed settlement or on a final judgment against an information; insured; but we will not be liable for damages that are that are in excess of the applicable limit of insurance. (7) When You Add Others As An Additional An agreed settlement means a settlement and release Insured To This Insurance of liability signed by us, the insured and the claimant or Any other insurance available to an additional the claimant's legal representative. insured. 4. Other Insurance However, the following provisions apply to other If other valid and collectible insurance is available to insurance available to any person or the insured for a loss we cover under Coverages A or organization who is an additional insured under B of this Coverage Part, our obligations are limited as this coverage part. follows: (a) Primary Insurance When Required By a. Primary Insurance Contract This insurance is primary except when b. below This insurance is primary if you have agreed applies. If other insurance is also primary, we will in a written contract or written agreement share with all that other insurance by the method that this insurance be primary. If other described in c. below. insurance is also primary, we will share with b. Excess Insurance all that other insurance by the method described in c. below. This insurance is excess over any of the other insurance, whether primary, excess, contingent or (b) Primary And Non-Contributory To Other onContract any other basis: Insurance When Required By (1) Your Work If you have agreed in a written contract, written agreement, or permit that this That is Fire, Extended Coverage, Builder's Risk, insurance is primary and non-contributory Installation Risk or similar coverage for "your with the additional insured's own insurance, work"; this insurance is primary and we will not (2) Premises Rented To You seek contribution from that other insurance. That is fire, lightning or explosion insurance for Paragraphs (a) and (b) do not apply to other premises rented to you or temporarily occupied insurance to which the additional insured has by you with permission of the owner; been added as an additional insured. (3) Tenant Liability When this insurance is excess, we will have no That is insurance purchased by you to cover duty under Coverages A or B to defend the insured your liability as a tenant for "property damage" against any "suit" if any other insurer has a duty to to premises rented to you or temporarily defend the insured against that "suit". If no other occupied by you with permission of the owner; insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all (4) Aircraft, Auto Or Watercraft those other insurers. If the loss arises out of the maintenance or use When this insurance is excess over other of aircraft, "autos" or watercraft to the extent not insurance, we will pay only our share of the amount subject to Exclusion g. of Section I – Coverage of the loss, if any, that exceeds the sum of: A – Bodily Injury And Property Damage Liability; (1) The total amount that all such other insurance (5) Property Damage to Borrowed Equipment Or would pay for the loss in the absence of this Use Of Elevators insurance; and If the loss arises out of "property damage" to (2) The total of all deductible and self-insured borrowed equipment or the use of elevators to amounts under all that other insurance. the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property We will share the remaining loss, if any, with any Damage Liability; other insurance that is not described in this Excess Insurance provision and was not bought specifically (6) When You Are Added As An Additional to apply in excess of the Limits of Insurance shown Insured To Other Insurance in the Declarations of this Coverage Part. Any other insurance available to you covering c. Method Of Sharing liability for damages arising out of the premises or operations, or products and completed If all of the other insurance permits contribution by operations, for which you have been added as equal shares, we will follow this method also. Under an additional insured by that insurance; or 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. Page 14 of 18 HG 00 01 06 05 #57UUNUN8227 If any of the other insurance does not permit insured will bring "suit" or transfer those rights to us contribution by equal shares, we will contribute by and help us enforce them. limits. Under this method, each insurer's share is b. Waiver Of Rights Of Recovery (Waiver Of based on the ratio of its applicable limit of Subrogation) insurance to the total applicable limits of insurance ofrecovery all insurers. If the insured has waived any rights of against any person or organization for all or part of 5. Premium Audit any payment, including Supplementary Payments, a. We will compute all premiums for this Coverage we have made under this Coverage Part, we also Part in accordance with our rules and rates. waive that right, provided the insured waived their b. Premium shown in this Coverage Part as advance rights of recovery against such person or premium is a deposit premium only. At the close of organization in a contract, agreement or permit that each audit period we will compute the earned was executed prior to the injury or damage. premium for that period and send notice to the first 9. When We Do Not Renew Named Insured. The due date for audit and If we decide not to renew this Coverage Part, we will retrospective premiums is the date shown as the mail or deliver to the first Named Insured shown in the due date on the bill. If the sum of the advance and Declarations written notice of the nonrenewal not less audit premiums paid for the policy period is greater than 30 days before the expiration date. than the earned premium, we will return the excess to the first Named Insured. If notice is mailed, proof of mailing will be sufficient proof of notice. c. The first Named Insured must keep records of the information we need for premium computation, and SECTION V – DEFINITIONS send us copies at such times as we may request. 1. "Advertisement" means the widespread public 6. Representations dissemination of information or images that has the purpose of inducing the sale of goods, products or a. When You Accept This Policy services through: By accepting this policy, you agree: a. (1) Radio; (1) The statements in the Declarations are accurate (2) Television; and complete; (3) Billboard; (2) Those statements are based upon representations you made to us; and (4) Magazine; (3) We have issued this policy in reliance upon your (5) Newspaper; or representations. b. Any other publication that is given widespread b. Unintentional Failure To Disclose Hazards public distribution. If unintentionally you should fail to disclose all However, "advertisement" does not include: hazards relating to the conduct of your business a. The design, printed material, information or images thatlabeling exist at the inception date of this Coverage contained in, on or upon the packaging or Part, we shall not deny coverage under this of any goods or products; or Coverage Part because of such failure. b. An interactive conversation between or among 7. Separation Of Insureds persons through a computer network. Except with respect to the Limits of Insurance, and any 2. "Advertising idea" means any idea for an rights or duties specifically assigned in this Coverage "advertisement". Part to the first Named Insured, this insurance applies: 3. "Asbestos hazard" means an exposure or threat of a. As if each Named Insured were the only Named exposure to the actual or alleged properties of Insured; and asbestos and includes the mere presence of asbestos b. Separately to each insured against whom claim is in any form. made or "suit" is brought. 4. "Auto" means a land motor vehicle, trailer or semitrailer 8. Transfer Of Rights Of Recovery Against Others To designed for travel on public roads, including any Us attached machinery or equipment. But "auto" does not include "mobile equipment". a. Transfer of Rights Of Recovery 5. "Bodily injury" means physical: If the insured has rights to recover all or part of any payment, including Supplementary Payments, we a. Injury; have made under this Coverage Part, those rights b. Sickness; or are transferred to us. The insured must do nothing c. Disease after loss to impair them. At our request, the sustained by a person and, if arising out of the above, 6. "Coverage territory" means: rented to you or temporarily occupied by you with a. The United States of America (including its territories permission of the owner is subject to the Damage and possessions), Puerto Rico and Canada; to Premises Rented To You Limit described in Section III – Limits of Insurance; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or b. A sidetrack agreement; transportation between any places included in a. c. Any easement or license agreement, including an above; or easement or license agreement in connection with c. All other parts of the world if the injury or damage construction or demolition operations on or within arises out of: 50 feet of a railroad; (1) Goods or products made or sold by you in the d. An obligation, as required by ordinance, to territory described in a. above; indemnify a municipality, except in connection with work for a municipality; (2) The activities of a person whose home is in the territory described in a. above, but is away for a e. An elevator maintenance agreement; short time on your business; or f. That part of any other contract or agreement (3) "Personal and advertising injury" offenses that pertaining to your business (including an take place through the Internet or similar indemnification of a municipality in connection with electronic means of communication work performed for a municipality) under which you assume the tort liability of another party to pay for provided the insured's responsibility to pay damages is "bodily injury" or "property damage" to a third determined in the United States of America (including its person or organization, provided the "bodily injury" territories and possessions), Puerto Rico or Canada, in a or "property damage" is caused, in whole or in part, "suit" on the merits according to the substantive law in by you or by those acting on your behalf. Tort such territory or in a settlement we agree to. liability means a liability that would be imposed by 7. "Employee" includes a "leased worker". "Employee" law in the absence of any contract or agreement. does not include a "temporary worker". Paragraph f. includes that part of any contract or 8. "Employment-Related Practices" means: agreement that indemnifies a railroad for "bodily a. Refusal to employ a person; injury" or "property damage" arising out of construction or demolition operations, within 50 feet b. Termination of a person's employment; or of any railroad property and affecting any railroad c. Employment-related practices, policies, acts or bridge or trestle, tracks, road-beds, tunnel, omissions, such as coercion, demotion, evaluation, underpass or crossing. reassignment, discipline, defamation, harassment, However, Paragraph f. does not include that part of humiliation or discrimination directed at a person. any contract or agreement: 9. "Executive officer" means a person holding any of the (1) That indemnifies an architect, engineer or officer positions created by your charter, constitution, surveyor for injury or damage arising out of: by-laws or any other similar governing document. (a) Preparing, approving, or failing to prepare or 10. "Hostile fire" means one which becomes uncontrollable approve, maps, shop drawings, opinions, or breaks out from where it was intended to be. reports, surveys, field orders, change orders 11. "Impaired property" means tangible property, other or drawings and specifications; or than "your product" or "your work", that cannot be used (b) Giving directions or instructions, or failing to or is less useful because: give them, if that is the primary cause of the a. It incorporates "your product" or "your work" that is injury or damage; or known or thought to be defective, deficient, (2) Under which the insured, if an architect, engineer inadequate or dangerous; or or surveyor, assumes liability for an injury or b. You have failed to fulfill the terms of a contract or damage arising out of the insured's rendering or agreement; failure to render professional services, including if such property can be restored to use by: those listed in (1) above and supervisory, inspection, architectural or engineering activities. b. While it is in or on an aircraft, watercraft or "auto"; 16. "Occurrence" means an accident, including continuous or or repeated exposure to substantially the same general c. While it is being moved from an aircraft, watercraft harmful conditions. or "auto" to the place where it is finally delivered; 17. "Personal and advertising injury" means injury, but "loading or unloading" does not include the including consequential "bodily injury", arising out of movement of property by means of a mechanical one or more of the following offenses: device, other than a hand truck, that is not attached to a. False arrest, detention or imprisonment; the aircraft, watercraft or "auto". b. Malicious prosecution; 15. "Mobile equipment" means any of the following types c. The wrongful eviction from, wrongful entry into, or of land vehicles, including any attached machinery or invasion of the right of private occupancy of a room, equipment: dwelling or premises that a person occupies, a. Bulldozers, farm machinery, forklifts and other committed by or on behalf of its owner, landlord or vehicles designed for use principally off public lessor; roads; d. Oral, written or electronic publication of material b. Vehicles maintained for use solely on or next to that slanders or libels a person or organization or premises you own or rent; disparages a person's or organization's goods, c. Vehicles that travel on crawler treads; products or services; d. Vehicles, whether self-propelled or not, maintained e. Oral, written or electronic publication of material primarily to provide mobility to permanently that violates a person's right of privacy; mounted: f. Copying, in your "advertisement", a person’s or (1) Power cranes, shovels, loaders, diggers or organization’s "advertising idea" or style of drills; or "advertisement"; (2) Road construction or resurfacing equipment g. Infringement of copyright, slogan, or title of any such as graders, scrapers or rollers; literary or artistic work, in your "advertisement"; or e. Vehicles not described in a., b., c. or d. above that h. Discrimination or humiliation that results in injury to are not self-propelled and are maintained primarily the feelings or reputation of a natural person. to provide mobility to permanently attached 18. "Pollutants" mean any solid, liquid, gaseous or thermal equipment of the following types: irritant or contaminant, including smoke, vapor, soot, (1) Air compressors, pumps and generators, fumes, acids, alkalis, chemicals and waste. Waste including spraying, welding, building cleaning, includes materials to be recycled, reconditioned or geophysical exploration, lighting and well reclaimed. servicing equipment; or 19. "Products-completed operations hazard": (2) Cherry pickers and similar devices used to raise a. Includes all "bodily injury" and "property damage" or lower workers; occurring away from premises you own or rent and f. Vehicles not described in a., b., c. or d. above arising out of "your product" or "your work" except: maintained primarily for purposes other than the (1) Products that are still in your physical transportation of persons or cargo. possession; or However, self-propelled vehicles with the following (2) Work that has not yet been completed or types of permanently attached equipment are not abandoned. However, "your work" will be "mobile equipment" but will be considered "autos": deemed completed at the earliest of the (1) Equipment, of at least 1,000 pounds gross following times: vehicle weight, designed primarily for: (a) When all of the work called for in your (a) Snow removal; contract has been completed. (b) Road maintenance, but not construction or (b) When all of the work to be done at the job resurfacing; or site has been completed if your contract calls for work at more than one job site. (c) Street cleaning; (c) When that part of the work done at a job site (2) Cherry pickers and similar devices mounted on has been put to its intended use by any automobile or truck chassis and used to raise or person or organization other than another lower workers; and contractor or subcontractor working on the (3) Air compressors, pumps and generators, same project. including spraying, welding, building cleaning, Work that may need service, maintenance, geophysical exploration, lighting and well correction, repair or replacement, but which is servicing equipment. otherwise complete, will be treated as completed. HG 00 01 06 05 Page 17 of 18 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 b. Does not include "bodily injury" or "property 22. "Temporary worker" means a person who is damage" arising out of: furnished to you to substitute for a permanent (1) The transportation of property, unless the "employee" on leave or to meet seasonal or short- injury or damage arises out of a condition in or term workload conditions. on a vehicle not owned or operated by you, 23. "Volunteer worker" means a person who and that condition was created by the "loading a. Is not your "employee"; or unloading" of that vehicle by any insured; b. Donates his or her work; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or c. Acts at the direction of and within the scope of duties determined by you; and (3) Products or operations for which the classification, listed in the Declarations or in a d. Is not paid a fee, salary or other compensation by policy schedule, states that products- you or anyone else for their work performed for completed operations are subject to the you. General Aggregate Limit. 24. "Your product": 20. "Property damage" means: a. Means: a. Physical injury to tangible property, including all (1) Any goods or products, other than real resulting loss of use of that property. All such loss property, manufactured, sold, handled, of use shall be deemed to occur at the time of the distributed or disposed of by: physical injury that caused it; or (a) You; b. Loss of use of tangible property that is not (b) Others trading under your name; or physically injured. All such loss of use shall be (c) A person or organization whose business deemed to occur at the time of the "occurrence" or assets you have acquired; and that caused it. (2) Containers (other than vehicles), materials, As used in this definition, computerized or parts or equipment furnished in connection electronically stored data, programs or software are with such goods or products. not tangible property. Electronic data means information, facts or programs: b. Includes a. Stored as or on; (1) Warranties or representations made at any b. Created or used on; or time with respect to the fitness, quality, durability, performance or use of "your c. Transmitted to or from; product"; and computer software, including systems and (2) The providing of or failure to provide warnings applications software, hard or floppy disks, CD- or instructions. ROMS, tapes, drives, cells, data processing devices c. Does not include vending machines or other or any other media which are used with electronically property rented to or located for the use of others controlled equipment. but not sold. 21. "Suit" means a civil proceeding in which damages 25. "Your work": because of "bodily injury", "property damage" or "personal and advertising injury" to which this a. Means: insurance applies are alleged. "Suit" includes: (1) Work or operations performed by you or on a. An arbitration proceeding in which such damages your behalf; and are claimed and to which the insured must submit (2) Materials, parts or equipment furnished in or does submit with our consent; or connection with such work or operations. b. Any other alternative dispute resolution b. Includes proceeding in which such damages are claimed (1) Warranties or representations made at any and to which the insured submits with our time with respect to the fitness, quality, consent. COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is 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. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS – OF SECTION IV – BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. E. Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 If an "employee’s" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee’s" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. 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 it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III – Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c.For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. 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. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non-hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non-hybrid" auto’s actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c.Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ PRO- $ POLICY JECT LOC COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1/06/2015 Dealey, Renton & Associates P. O. Box 12675 Oakland, CA 94604-2675 510 465-3090 Jo Lusk 510 465-3090 510 452-2193 Moore Iacofano Goltsman, Inc. 800 Hearst Ave. Berkeley, CA 94710 ACE American Insurance Company 22667 A Professional Liability G21656434011 07/01/2014 07/01/2015 $2,000,000 per claim $2,000,000 annl aggr. Re: Project #70134.00, Fort Collins Old Town Neighborhood Plan Update City of Fort Collins Attn: Pete Wray P.O. Box 580 Fort Collins, CO 80522 1 of 1 #S1219840/M1026709 Client#: 2042 MOOREIACO JXL DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. 57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: 57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or 57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty 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, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: 57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." 57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. Page 18 of 18 HG 00 01 06 05 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 a. The repair, replacement, adjustment or removal of "your product" or "your work"; or 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you b. Your fulfilling the terms of the contract or agreement. and the labor leasing firm, to perform duties related to 12. "Insured contract" means: the conduct of your business. "Leased worker" does a. A contract for a lease of premises. However, that not include a "temporary worker". portion of the contract for a lease of premises that 14. "Loading or unloading" means the handling of property: indemnifies any person or organization for damage a. After it is moved from the place where it is accepted by fire, lightning or explosion to premises while for movement into or onto an aircraft, watercraft or "auto"; Page 16 of 18 HG 00 01 06 05 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 mental anguish or death at any time. HG 00 01 06 05 Page 15 of 18 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 not payable under the terms of this Coverage Part or HG 00 01 06 05 Page 13 of 18 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 b. Claims made or "suits" brought; or If you have agreed in a written contract or written agreement that another person or organization be Page 12 of 18 HG 00 01 06 05 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 additional insureds this insurance does not performed for the state or municipality; or apply to any "occurrence" which takes place (2) "Bodily injury" or "property damage" included after the equipment lease expires. within the "products-completed operations hazard". HG 00 01 06 05 Page 11 of 18 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or (b) Conduct and control the defense of the defense of the claim or "suit", including actual loss indemnitee in such "suit". of earnings up to $500 a day because of time off So long as the above conditions are met, attorneys' from work. fees incurred by us in the defense of that indemnitee, Page 8 of 18 HG 00 01 06 05 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 "Personal and advertising injury" to: our expense, by physicians of our choice as often as we reasonably require. (1) A person arising out of any "employment– related practices"; or HG 00 01 06 05 Page 7 of 18 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 of the "asbestos hazard". provided for under Supplementary Payments – (2) Any damages, judgments, settlements, loss, Coverages A and B. costs or expenses that: b. This insurance applies to "personal and advertising (a) May be awarded or incurred by reason of injury" caused by an offense arising out of your any claim or suit alleging actual or business but only if the offense was committed in threatened injury or damage of any nature or the "coverage territory" during the policy period. HG 00 01 06 05 Page 5 of 18 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 a "hostile fire"; or not owned by or rented or loaned to you or the insured; HG 00 01 06 05 Page 3 of 18 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 insured at that premises, site or location (3) Any statute, ordinance or regulation relating to and such premises, site or location is not the sale, gift, distribution or use of alcoholic and never was owned or occupied by, or beverages. rented or loaned to, any insured, other This exclusion applies only if you are in the than that additional insured; or business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. Page 2 of 18 HG 00 01 06 05 #57UUNUN8227 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD MOORIAC-01 SHANNONH 1/7/2015 Cook Insurance Services 1045 MacArthur Blvd. San Leandro, CA 94577 (510) 352-2731 (510) 352-8272 Hartford Fire Ins. Co. 19682 Moore Iacofano & Goltsman, Inc. DBA: MIG 800 Hearst Avenue Berkeley, CA 94710 Hartford 27120 A X 1,000,000 X X 57UUNUN8227 04/01/2014 04/01/2015 300,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000 A X 57UUNUN8227 04/01/2014 04/01/2015 X X X B 57WEDD8525 04/01/2014 04/01/2015 1,000,000 Y 1,000,000 1,000,000 Job 70134.00 Coverages shall not be cancelled except after thirty (30) days prior notice has been provided unless cancelled for non-payment of premium, then ten (10) days notice shall be given. 70134.00 Fort Collins Old Town Neighborhood Plan Update The City of Forst Colins, Colorado, a Municial Corporation, its officers, agents and employees are additional insured for general liability per HG00010605 attached, additional insured for auto liability HA99160312 attached; City of Fort Collins PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 PROFESSIONAL SERVICES AGREEMENT Page 22 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6 e s t i m a t e d p r o j e c t c o s t Jay Renkens Jeff Winston Jeff Liljegren Angie Hulsebus EXHIBIT C PROFESSIONAL SERVICES AGREEMENT Page 21 of 24 DocuSign Envelope ID: 5DF23CBC-EA16-4DA6-A30B-564E513A09E6