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16-080.00 ZBA Architecture: Old Jail Remodel Ite- o SO AGREEMENT FOR PROFESSIONAL SERVICES ZBA Architecture THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter "City" and ZBA Architecture, hereinafter "Consultant," jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1.Work to Be Performed. Consultant shall provide all labor,services,and material to satisfactorily complete the Scope of Services, attached as Exhibit A. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work,Consultant shall contact the City Manager or designee to review the Scope of Services, schedule, and date of completion. Upon notice from the City Manager or designee,Consultant shall commence work,perform the requested tasks in the Scope of Services, stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement,Consultant represents it possesses the ability,skill,and resources necessary to perform the work and is familiar with all current laws,rules,and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession,and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by July 1,2016, unless the time for performance is extended in writing by the Parties. Agreement for Professional Services(with professional liability coverage) Page 1 of 6 Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days' prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days'written notice to Consultant. In the event of termination without breach,City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3.Compensation. City agrees to pay Consultant$10,205.00,(which includes Washington State Sales Tax if any is applicable) as full compensation for everything done under this Agreement. Consultant shall not perform any extra,further,or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Name: ZBA Architecture Phone: (509)921-1000 Phone: (509)456-8236 Address: 11707 East Sprague Ave., Suite 106 Address: 421 W. Riverside. Suite 860 Spokane Valley, WA 99206 Spokane, WA 99201 6.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply with all applicable federal,state,and local laws and regulations. Consultant warrants that its designs,construction documents, and services shall conform to all federal, state, and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A.By executing this Agreement,the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local)transaction or contract under a public transaction;violation of federal or state antitrust statutes or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more 2 f Agreement for Professional Services(with professional liability coverage) Page o 6 public transactions(federal, state, or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 8.Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved, and that the right to control the particular manner,method,and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings,plans,specifications,and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute,and otherwise use, in whole or in part,any reports,data,drawings, images,or other material prepared under this Agreement,provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit,examine,make excerpts or transcripts from such records,and to make audits of all contracts,invoices,materials,payrolls,and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11. Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1.Automobile liability insurance covering all owned,non-owned,hired,and leased vehicles. Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute form providing equivalent liability coverage. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations, stop-gap independent contractors and personal injury,and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. Agreement for Professional Services(with professional liability coverage) Page 3 of 6 B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than $1,000,000 per accident. 2.Commercial general liability insurance shall be written with limits no less than$1,000,000 for each occurrence,and$2,000,000 for general aggregate. 3. Professional liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions. The policies are to contain,or be endorsed to contain,the following provisions for automobile liability,professional liability,and commercial general liability insurance: 1.Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance,self-insurance,or insurance pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. 3.If Consultant maintains higher insurance limits than the minimums shown above,City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement,upon which the City may,after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement,or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand,or at the sole discretion of the City, offset against funds due Consultant from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:Vll. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement,which shall be Exhibit C. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements,and the deduction or retention level.Insuring companies or entities are subject to City acceptance. If requested,complete copies of insurance policies shall be provided to City. Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 12.Indemnification and Hold Harmless. Consultant shall,at its sole expense,defend,indemnify,and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs,attorney's fees,costs of litigation,expenses,injuries,and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors, or omissions in the services provided by Consultant, Agreement for Professional Services(with professional liability coverage) Page 4 of 6 Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Consultant's duty to defend,indemnify,and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees pursuant to RCW 4.24.115. Consultant's duty to defend,indemnify,and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of(a) City or City's agents or employees, and(b) Consultant, Consultant's agents, subcontractors, subconsultants, and employees shall apply only to the extent of the negligence of Consultant,Consultant's agents, subcontractors, subconsultants,and employees. Consultant's duty to defend,indemnify,and hold City harmless shall include,as to all claims,demands,losses, and liability to which it applies,City's personnel-related costs,reasonable attorneys'fees,the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection,and all other claim-related expenses. Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages,compensation,or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity under this provision extends only to claims against Consultant by City,and does not include, or extend to, any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 13.Waiver. No officer, employee,agent,or other individual acting on behalf of either Party has the power, right, or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15.Subcontracts. Except as otherwise provided herein,Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may,from time-to-time,receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing,Consultant agrees that it may,at City's request,be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of,or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' Agreement for Professional Services(with professional liability coverage) Page 5 of 6 decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,modified,or altered except in writing signed by the Parties hereto. 20. Anti-kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22. Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. 23. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services Plus Fee Proposal B. Insurance Certificates rel The Parties have executed this Agreement this day of 2016. CITY OF SPOKANE VALLEY Consultant: i I_ J Li ()It C G�� Mark Calhoun, Deputy City Manager By: Wt1.-UAM 1t. r-124'E-M t46t ASS bCAA-TV Its: Authorized Representative ATTT,f a .../ T Christine Bainbridge, City Clerk: APPROVE S TO FORM• O ice he A _orney Agreement for Professional Services(with professional liability coverage) Page 6 of 6 A21 W RIVERSIDE Pr ZBA SUITE 860 ARCHITECTURE SPOKANE WA 99201 28AARCHITECTURE.COM t. 509 456,8236 March 14,2016 Mike Stone Director of Parks&Recreation City of Spokane Valley 2426 N. Discovery Place Spokane Valley,WA 99216 Subject: Fee Proposal for Architectural Design Services Police Interior Modifications(Booking/Holding Area) Dear Tom: ZBA Architecture PS is pleased to submit this proposal for Architectural Design Services for the Interior Modifications to the former Booking/Holding area in the Police Precinct, 12710 E.Sprague Ave.,Spokane,Valley,WA. PROJECT DESCRIPTION&SERVICES ZBA will provide architectural design and support services for this project,as outlined in the attached Scope of Work. In general,our services for this project will include the following: Architectural: ❑ Preparation of Construction Document to describe work in support of systems furniture layout to be provided under separate contract. Documents will be suitable for obtaining Bids for the work and for obtaining a Building Permit. Plan Review and Permit Fees are NOT included. ❑ Code Analysis for the affected area,identifying any deficiencies with the current Code,and recommendations for remedies. ❑ Coordination with and assembly of documents from other disciplines needed for the project. ZBA will retain a Mechanical engineer for any adjustments necessary to the existing HVAC system and to review/verify the contractor's Testing,Adjustment,and Balancing(TAB)of the completed work. ZBA is not responsible for providing designs from other disciplines(electrical,fire protection,etc.). Notes for any such work will be included in the documents requiring sub-contractor preparation of any needed drawings or calculations for permit review. D Final documents required for permitting and for construction shall be provided in the following quantities: ■ Three(3)sets of documents needed as deliverables for Plan Review with the County. ■ One(1)full-size.PDF Any additional reproductions necessary for permit application or for construction may be made from these deliverables. SCHEDULE We are prepared to begin work on this project as soon as we have authorization from you to do so. We should be able to have final documents ready for delivery by the second week of January,2016,or earlier as schedules allow. FEES We propose to provide the above referenced architectural services for$10,205.00,on a Lump Sum Basis, billable monthly for work completed. If you find this proposal acceptable,please sign in the space provided and return it to us as written authorization to proceed. Thank you for this opportunity. Feel free to contact me if you have any questions or comments regarding this proposal. AUTHORIZING SIGNATURE: Respectfully, AO 0 coolervile Signature William A. Froemke,AIA Associate Printed Name Date P1029 r �.•� ZBAARCH-01 SGERRY ACORO' DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 5/3/2016 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: Stacey Gerry Hub International Northwest LLC PHONE 509 838-6848 FAX 509 838-7024 501 S.Bernard (A/C,No,Eat):( ) (A/C,No):(509) E-MAIL P.O.Box 3144 ADDRESS: Spokane,WA 99220-3144 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:American Economy Insurance Company 19690 INSURED INSURER B:HISCOX Insurance Company 10200 ZBA Architecture PS INSURER C: 421 W Riverside Suite 860 INSURER D: Spokane,WA 99201 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 EXP LTADDLTYPE OF INSURANCE IVSD SUER POLICY NUMBER MM DD//YYYY MPOLICY EFF M/DDY/YYYY) LIMITS LTR INSD WVD ( ) ( A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR X BZ056955984 02/18/2016 02/18/2017 DAMAGES(RENTED 2,000,000 PREMISES{Ea occurrence) $ MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: WA STOP GAP $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident) A ANY AUTO BZO56955984 02/18/2016 02/18/2017 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X AUTOSWNED -PROPERTY)AMAGE $ Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVEN/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B E&O Liability URA133866516 05/01/2016 05/01/2017 Per Claim 1,000,000 B E&O Liability URA133866516 05/01/2016 05/01/2017 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) WA Stop Gap/Employers Liability Limit:$2,000,000 each accident/$2,000,000 disease,each employee/$2,000,000 disease policy limit Where required by written contract,the City of Spokane Valley is an Additional Insured wtih regards to the General Liability coverage on a primary and non-contributory basis per attached forms BP0448 0713 and BP8194 0606. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P ACCORDANCE WITH THE POLICY PROVISIONS. 2426 N Discover Place Spokane Valley,WA 99216 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD BUSINESSOWNERS BP 79 96 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: - BUSINESSOWNERS COVERAGE FORM SUBJECT PAGE g - AGGREGATE LIMITS OF INSURANCE 3 AMENDMENT OF INSURED CONTRACT DEFINITION 4 - BLANKET ADDITIONAL INSURED (OWNERS, CONTRACTORS OR LESSORS) 2 - BODILY INJURY 4 BROADENED COVERAGE FOR DAMAGE TO PREMISES RENTED TO YOU 2 DUTIES IN THE EVENT OF OCCURRENCE,OFFENSE,CLAIM OR SUIT 4 INCIDENTAL MEDICAL MALPRACTICE 2 MOBILE EQUIPMENT 2 NEWLY FORMED OR ACQUIRED ORGANIZATIONS 3 PERSONAL AND ADVERTISING INJURY 4 SUPPLEMENTARY PAYMENTS 2 Bail Bonds Loss Of Earnings © 2013 Liberty Mutual Insurance.All rights reserved. BP 79 96 07 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 4 Section II-Liability is amended as follows: I. SUPPLEMENTARY PAYMENTS Paragraph f.(1)(b) of A Coverages is replaced by the following; (b) Up to $3000 for cost of bail bond required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish the bonds. Paragraph 1.f.(1)(d) of A Coverages is replaced by the following; (d) All reasonable expenses incurred by the insured at our request to assist us in the Investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. II. BROADENED COVERAGE FOR DAMAGE TO PREMISES RENTED TO YOU With respect to the coverage provided under this endorsement, Section II -Liability is amended as follows: 1. The final paragraph of B.1. Exclusions - Applicable To Business Liability Coverage is deleted and replaced by the following: With respect to the premises which are rented to you or temporarily occupied by you with the permis- sion of the owner, Exclusions c., d., e., g., h., k., I., m., n. and o.do not apply to "property damage". 2. Paragraph D.2. Liability And Medical Expenses Limits Of Insurance is deleted and replaced by the following: The most we will pay under this endorsement for the sum of all damages because of all "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner is the Limit of Insurance shown in the Declaration. 3. Paragraph D.3. Liability And Medical Expenses Limits Of Insurance is deleted. III. INCIDENTAL MEDICAL MALPRACTICE Exclusion 1.j.(4) does not apply to Incidental Medical Malpractice Injury coverage. The following is added to F.LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 23. "Incidental Medical Malpractice Injury" means bodily injury arising out of the rendering of or failure to render, during the policy period, the following services: a. medical, surgical, dental, x-ray or nursing service or treatment or the furnishing of food or bev- erages in connection therewith; or b. the furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. This coverage does not apply to: 1. expenses incurred by the insured for first- aid to others at the time of an accident and the Duties in the Event of Occurrence, Claim or Suit Condition is amended accordingly; 2. any insured engaged in the business or occupation of providing any of the services described under a.and b. above; 3. injury caused by any indemnitee if such indemnitee is engaged in the business or occupation of providing any of the services described under a.and b. above. IV. MOBILE EQUIPMENT 1. Section C.Who is An Insured is amended to include any person driving "mobile equipment" with your permission. V. BLANKET ADDITIONAL INSURED (OWNERS, CONTRACTORS OR LESSORS) 1. Section C. Who Is An Insured is amended to include as an insured any person or organization whom you are required to name as an additional insured on this policy under a written contract or written agreement. The written contract or agreement must be: a. currently in effect or becoming effective during the term of this policy; and b. executed prior to the "bodily injury", "property damage", "personal and advertising injury". © 2013 Liberty Mutual Insurance.All rights reserved. BP 79 96 07 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 4 2. The insurance provided the additional insured is limited as follows: a. The person or organization is only an additional insured with respect to liability arising out of (1) Real property, as described in a written contract or written agreement, you own, rent, lease, maintain or occupy; (2) Caused in whole or in part by your ongoing operations performed for that insured. b. The limits of insurance applicable to the additional insured are those specified in the written contract or written agreement or the limits available under this policy, as stated in the Declara- tions, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. c. The insurance provided the additional insured does not apply to: (1) Liability arising out of the sole negligence of the additional insured; (2) "Bodily injury", "property damage", "personal and advertising injury"; or defense coverage under the Supplementary Payments section of the policy arising out of an architect's, en- gineer's or surveyor's rendering of or failure to render any professional services including: (a) The preparing, approving maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (3) Any "occurrence" that takes place after you cease to be a tenant in the premises described in the Declarations; or (4) Structural alterations, new construction or demolition operations performed by or for the person or organization designated in the Declarations. 3. Any coverage provided hereunder shall be excess over any other valid and collectible insurance avail- able to the additional insured whether primary, excess, contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. VI. NEWLY FORMED OR ACQUIRED ORGANIZATIONS The following is added to C.Who Is An Insured: 3. Any business entity acquired by you or incorporated or organized by you under the laws of any individual state of the United States of America over which you maintain majority ownership interest exceeding fifty percent. Such acquired or newly formed organization will qualify as a Named Insured if there is no similar insurance available to that entity. However, a. Coverage under this provision is afforded only until the 180th day after the entity was acquired or incorporated or organized by you or the end of the policy period, whichever is earlier; b. Coverages A. Paragraph 1. Business Liability, does not apply to: (1) "Bodily injury" or "property damage" that occurred before the entity was acquired or incor- porated or organized by you; and (2) "Personal and advertising injury" arising out of an offense committed before the entity was acquired or incorporated or organized by you; and c. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. VII. AGGREGATE LIMITS The following is added to Aggregate Limits Paragraph 4. of D. Liability and Medical Expenses Limits of Insurance: The Aggregate Limits apply separately to each of"locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. The Aggregate Limits also apply separately to each of your projects away from premises owned by or rented to you. For the purpose of this endorsement only, "location" means premises involving the same or connect- ing lots, or premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad. © 2013 Liberty Mutual Insurance.All rights reserved. BP 79 96 07 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 4 VIII. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE,CLAIM OR SUIT 1. The requirement in E. Liability And Medical Expenses General Conditions paragraph 2.a. that you must see to it that we are notified of an "occurrence" or offense which may result in a claim applies only when the "occurrence" is known to any insured listed in Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. 2. The requirements in E. Liability And Medical Expenses General Conditions paragraph 2.b. that you must see to it that we receive notice of a claim or "suit" will not be considered breached unless the breach occurs after such claim or "suit" is known to any insured listed under Paragraph C.1.Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. IX. BODILY INJURY Paragraph 3. of F.Liability And Medical Expenses Definitions is replaced by the following: 3. "Bodily Injury" means: a. Bodily injury, sickness, disease, or incidental medical malpractice injury sustained by a person, and includes mental anguish resulting from any of these; and including death resulting from any of these at any time. X. AMENDMENT OF INSURED CONTRACT DEFINITION Paragraph 9. of F.Liability And Medical Expenses Definitions is replaced by the following: 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition oper- ations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indem- nification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a contract or agreement shall only be considered an "insured contract" to the extent your assumption of the tort liability is permitted by law. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construc- tion or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. XI. PERSONAL AND ADVERTISING INJURY Paragraph 14. b. of F.Liability And Medical Expenses Definitions is replaced by the following: b. Malicious prosecution or abuse of process. © 2013 Liberty Mutual Insurance.All rights reserved. BP 79 96 07 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 4 ""REPRINTED FROM THE FORMS LIBRARY"" BP 81 94 06 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY COVERAGE - ONGOING OPERATIONS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE PART — SECTION II — LIABILITY SCHEDULE Name of Person or Organization: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. The following is added to Paragraph C. Who is be imposed by law on you. Coverage shall An Insured in Section II — Liability: be limited to the extent of your negligence 4. The person or organization shown in the or fault according to the applicable principles Schedule is an insured subject to the follow- of comparative fault. ing provisions: The insurance provided will not exceed the a. The additional insured is an insured but lesser of: only for liability directly resulting from: a. The coverage and/or limits of this policy, (1) Your ongoing operations for the ad- or ditional insured whether the work is b. The coverage and/or limits required by performed by you or for you; or the contract, agreement or permit. (2) The general supervision of your on- B. With respect to the insurance afforded the addi- going operations by the additional tional insured, paragraph H.2. of Section III — insured. COMMON POLICY CONDITIONS (APPLICA- b. This insurance does not apply to: BLE TO SECTION I — PROPERTY AND SECTION Il — LIABILITY) is deleted and re- (1) "Bodily injury" or "property placed by the following: damage" arising out of any act or omission of, or for defects in design 2. Business Liability Coverage is primary and furnished by or for, the additional noncontributory, and our obligations are not insured; affected by any other insurance where the additional insured is the Named Insured, (2) "Bodily injury" or "property whether primary, excess, contingent or on damage" included within the any other basis; however, the defense of any "products-completed operations claim or "suit" must be tendered as soon as hazard"; practicable to all other insurers which poten- A person's or organization's status as an tially provide insurance for such claim or additional insured under this endorsement "suit". This provision applies solely to the ends when your operations for that insured additional insured shown in the Schedule are completed. and the coverage provided by this endorse- ment. No coverage will be provided if, in the ab- sence of this endorsement, no liability would BP 81 94 06 06 EP