Loading...
HomeMy WebLinkAboutSH&H Valuation and Consulting - Professional Services AgreementPROFESSIONAL SERVICES CONTRACT THIS PROFESSIONAL SERVICES CONTRACT is made and entered into by and between the City of Yakima, a Washington municipal corporation (hereafter the "City"), and SH&H Valuation and Consulting (hereafter the "Appraiser"). WHEREAS, the City of Yakima requires professional services for appraisal of property value for the City of Yakima; WHEREAS, the Appraiser represents that he has the expertise necessary and is willing to perform the professional services required by the City in accordance with the terms and conditions of this Contract; NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between the City and Appraiser as follows: Section 1. Statement of Work 1.1 The professional services that the Appraiser will provide to the City of Yakima are to provide a full appraisal report for the following property: Parcel 181315-13003 3908 River Road, Yakima, WA 1.2 Except as otherwise specifically provided in this Contract, Appraiser shall furnish the following, all as may be required to perform the services described in paragraph 1.1 in accordance with this Contract: personnel, labor and supervision; and technical, professional and other services. All such services, property and other items furnished or required to be furnished, together with all other obligations performed or required to be performed, by Appraiser under this Contract are sometimes collectively referred to in this Contract as the "Services." 1.3 All provisions of this Contract are intended to be complementary, and any Services required by one and not mentioned in another shall be performed to the same extent as though required by all. Details of the Services that are not necessary to carry out the intent of this Contract, but that are not expressly required, shall be performed or furnished by Appraiser as part of the Services, without any increase in the compensation otherwise payable under this Contract. Section 2. Period of Performance and Term 2.1 The parties agree that the appraisal will be completed and provided to the City on or before June 15, 2026. Professional Services Contract Between City of Yakima and SH&H — Page 1 2.2 The Term of this Agreement shall expire on July 31, 2026. Section 3. Compensation 3.1 As full compensation for satisfactory performance of the Services, the City shall pay Appraiser for his services in an amount no greater than Six Thousand Dollars ($6,000.00). 3.2 The Appraiser shall bill the City for Appraiser's services. The City of Yakima shall pay Appraiser's invoice within thirty (30) days after the City's receipt and verification thereof; provided, however, that all such payments are expressly conditioned upon Appraiser providing services hereunder that are satisfactory to the City. 3.3 Any additional service(s) provided by the Appraiser which are to be paid by the City must have prior written approval of the City. Section 4. Performance by Appraiser 4.1 Delegation of Professional Services. The services provided under this Contract shall be performed by Appraiser, and no person other than Appraiser shall be engaged on such work or services. Appraiser shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any Services to any other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation of subcontracting of performance of any of the Services, with or without the City's prior written consent, shall relieve Appraiser of Appraiser's responsibility to perform the Services in accordance with this Contract. Appraiser shall be fully responsible for the performance, acts and omissions of Appraiser's employees, if any, Appraiser's subcontractors, and any other person who performs or furnishes any Services (collectively, the "Support"). 4.2 Appraiser shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the Services. Appraiser shall not represent that he is, nor hold himself out as, an agent or representative of the City. In no event shall Appraiser be authorized to enter into any agreement or undertaking for or on behalf of the City. 4.3 Appraiser shall perform the Services in a timely manner and in accordance with the standards of the profession. At the time of performance, Appraiser shall be properly licensed, equipped, organized, and financed to perform the Services in accordance with this Contract. Subject to compliance with the requirements of this Contract, Appraiser shall perform the Services in accordance with his own methods. Professional Services Contract Between City of Yakima and SH&H — Page 2 Section 5. Compliance with Laws 5.1 Appraiser shall comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, and other requirements of any governmental authority (including, but not limited to, such requirements as may be imposed upon the City and applicable to the Services). Appraiser shall furnish such documents as may be required to effect or evidence such compliance. All laws, ordinances, rules and orders required to be incorporated in agreements of this character are incorporated in this Contract by this reference. Section 6. Taxes and Assessments 6.1 Appraiser shall be solely responsible for and shall pay all taxes, deductions, and assessments that Appraiser is required to pay, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Appraiser shall pay the same before it becomes due. Section 7. Nondiscrimination Provision 7.1 During the performance of this Contract, Appraiser shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of race, age, color, sex, religion, national origin, creed, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Contract. Section 8. Inspection and Production of Records 8.1 The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Appraiser of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. Appraiser's records relating to the Services will be provided to the City upon the City's request. 8.2 Appraiser shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the City. Until the expiration of three (3) years after final payment of the compensation payable under this Contract, or Professional Services Contract Between City of Yakima and SH&H — Page 3 for a longer period if required by law or by the Washington State Secretary of State's record retention schedule, Appraiser shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of Appraiser's books, documents, papers and records which are related to the Services performed by Appraiser under this Contract. 8.3 All records relating to Appraiser's services under this Contract must be made available to the City. They must be produced to third parties if required pursuant to the Washington Public Records Act, Chapter 42.56 RCW or by law. All records relating to Appraiser's services under this Contract must be retained by Appraiser for the minimum period of time required pursuant to the Washington State Secretary of State's record retention schedule. If any litigation, claim, or audit is started before the expiration of the six -year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. Section 9. Property and Confidential Information 9.1 Appraiser shall not, without the prior written consent of the City, disclose to third parties any information received in connection with the Services unless: (a) information is known to Appraiser prior to receiving the same directly or indirectly in connection with the Services; (b) information is in the public domain at the time of disclosure by Appraiser; or (c) information is received by Appraiser from a third party who does not have an obligation to keep the same confidential. Section 10. Indemnification and Hold Harmless 10.1 The Appraiser agrees to release, defend, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, attorneys, insurers, volunteers and agents from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements), resulting from negligent acts and/or omissions or willful misconduct of the Appraiser or his agents arising out of the performance of this Contract, except for claims caused by the City's sole negligence. 10.2 The City agrees to release, defend, indemnify, and hold harmless the Appraiser from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements), resulting from negligent acts and/or omissions or willful misconduct caused solely by the City, its elected and appointed officials, officers, employees, its agents or subcontractors arising out of the performance of this Contract. Professional Services Contract Between City of Yakima and SH&H — Page 4 10.3 The terms of this Section shall survive any expiration or termination of this Contract. 10.4 Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. Section 11. Insurance Provided by Appraiser At all times during performance of the Services, the Appraiser shall secure and maintain in effect insurance to protect the City and the Appraiser from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. Appraiser shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. 11.2 Commercial Liability Insurance. Before this Contract is fully executed by the parties, Appraiser shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Appraiser carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City of Yakima, its elected officials, officers, agents, and employees shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the City of Yakima, its elected officials, officers, agents, and employees as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 11.3 Professional Liability Insurance. Before this Contract is fully executed by the parties, Appraiser shall provide the City with a certificate of insurance as evidence of Professional Errors and Omissions Liability Insurance with coverage of at least One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate limit of at least Two Million Dollars ($2,000,000.00). The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is on a claims made basis, the retroactive date of the insurance policy shall be on or before the inception date of the Contract. The insurance coverage shall remain in effect during the term of this Contract and for a minimum of three (3) years following the termination of this Contract. Professional Services Contract Between City of Yakima and SH&H — Page 5 Section 12. Termination 12.1 The City may, by giving the Appraiser five (5) calendar days written notice of termination, terminate this Contract as to all or any portion of the Services not then performed, whether or not Appraiser is in breach or default, and with or without cause. Upon receipt of any such notice of termination, Appraiser shall, except as otherwise directed by the City, immediately stop performance of the Services to the extent specified in such notice. Appraiser shall have the same termination rights as the City. 12.2 If the City purports to terminate or cancel all or any part of this Contract for Appraiser's breach or default when Appraiser is not in breach or default which would permit such termination or cancellation, such termination or cancellation shall be deemed to have been a termination by the City pursuant to paragraph 12.1 and the rights of the parties shall be determined accordingly. Section 13. Miscellaneous 13.1 Assignment. This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Appraiser to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Appraiser stated herein. 13.2 No Conflict of Interest. Appraiser represents that he and/or his employees, if any, do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Contract. Appraiser further covenants that he will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 13.3 No Insurance. It is understood that the City does not maintain liability insurance for Appraiser and/or his employees. 13.4 Severability. If any portion of this Contract is changed per mutual agreement or any portion is held invalid, the remainder of the Contract shall remain in full force and effect. 13.5 Integration. This written document constitutes the entire agreement between the City and Appraiser. There are no other oral or written Contracts between the parties as to the subjects covered herein. No changes or additions to this Contract shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 13.6 Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: Professional Services Contract Between City of Yakima and SH&H — Page 6 TO CITY: City Manager City of Yakima City Hall — First. Floor 129 North Second. Street Yakima, WA 98901 TO APPRAISER: Chad Johnson SH&H Valuation and Consulting 3609 Market Place W Suite 201 University Place, WA 98466 or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such notices shall be deemed effective when hand delivered at the addresses specified above, or three (3) days after the date of mailing to the addresses specified above. 13.7 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 13.8 Venue. The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. CITY OF Y B Victoria Baker, City Manager City Contract No.: rate) Resolution No.: SH&H VALUATION AND CONSULTINCG By Chad Johnson Professional Services Contract Between City of Yakima and SH&H — Page 7 fAAspen Aspen American Insurance Company Insurer (Referred to below as the "Company") 499 Washington Boulevard, Sth Floor jersey City, NJ 07310 APPRAISAL, VALUATION AND PROPERTY SERVICES PROFESSIONAL LIABILITY INSURANCE POLICY DECLARATIONS Date Issrutd: 11/18_/20025 0 \I004449-11 Insurance Services Company's Program Administrator: L. 1Adininistrators & Insurance Services 1600 Anacapa Street Santa Barbara, CA 93108 800-334-0652 l'rcious Puh 11.11004449.10 ("Ills IS ,=1 CLAIMS MADE, AND REPORTED Policy. covERF\Gf; IS l,[aVll'T01) '1`f50 CLAIMS THAT A`I" ARE 01RS`I` M \D1= AGAINST THE INSURED DURING THE POLICY PERIOD .AND '11If?,N RkpoRT I) To Tills' COMPANY IN \\'RIS SNCi NO f,r\55/R THAN SIXS'O 60:: DAYS AFTER I?XPII \ IoN OR TERMINATION O0 TIHIS l'GIJCY, OR DURING "1111'" EXTENDED REPORTING PERIOD, IF .APPLICABLE, FOR A WRONGFUL ACT COMMYITEt) ON OR 1310R RETROACTIVE DATE :AND liEF 7R.I 0111: 1°,NI) 01, 11IL POLICY PERIOD. PLEASE RIa.i1D THE POUICY (:r1R1/ UI.I,Y, Customer ID: 16839(1 Named Insured: VALUATION, 1.1.C. S Ll& 1l Valuation and Consulting 3609 Market Place West, Suite 201 66 PoGev Period: Prior. 12/10,e 2025 12/10/2026 Deductible: Each Claim 4. Retroactive Date: 12/ 10/2201 55 tception Date: units of Liability: A. S 1,00{),000 B. '3`w',4)1)0,000 Each Claim Aggregate Covered Professional Serviccl Real 1Gstare .\ppraisal Residential Pro Commercial Property: Bodily Injury and Propert, 1)arnage Cstused During :Apprai,;.il Inapcctron (S100,000 Sub-l.nit, defined in the Policy and/or by Endorsement): d V'alntuicm: pp -al 'al' Brokerage: 'no Chrir"s adrxtmstratnr : lttsuranca: 4-06' Yes Ves Yes X X X No No No ac rdded br esetnent X (If"fixes",adder X t (It "vcs", :tddcc be endo nen 9. ual Premium: 5,882.00 10. Forms attached at issue: 4/19 73 !(i1 /d4l l.l.'\ 17 64 (05/ 19) 'Chas Deciaaions gs:zy; ,nether aitlt the c€arni constitute the contract 1:env en the Named In.. 11 / 18/ 202_ 5 Date d and sign -d Policy ;1pptic d and the Company. achments and thereto, and die Po! Page 1of Appraisal, Valuation and Property Services Professional Liability Insurance Policy Named Insured: S H & H VALUATION, LLC S H & H Valuation and Consulting Police Number: AA100449-11 Effective Date: 12/10/2025 Customer ID: 168390 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL COVERED PROFESSIONALS ENDORSEMENT This endorsement modifies insurance provided under the following: APPRAISAL. VALUATION AND PROPERTY SERVICES PROFESSIONAL LIABILITY INSURANCE POLICY In consideration of the premium charged. it is agreed that Section IV. DEFINITIONS (I) "Insured" is amended to include: "Insured" means: The persons identified below. but only while acting on behalf of the Named Insured: Coverage Name Effective Date Barbro Hines. MAI, SRA 12/10/2025 Matthew Minarck, MAI 12/10/2025 Chad Johnson, MAI 12/10/2025 Kellen Hunch 12/10/2025 Stephanie Wilson 12/10/2025 Lcslee Gilmore 12/10/2025 Anthony Jackson 12/10/2025 Brian A. Loeb 12/10/2025 Katie Tiffany 12/10/2025 All other terms. conditions, and exclusions of this Policy remain unchanged. Aspen American Insurance Company Page 1 of 1 LIAOl2 (06/22) CERTIFICA I OF INSURANCE Producer: Issue Date: 11:18/2025 This Certificate is issued as a matter of information only and LIA ADMINISTRATORS & INSURANCE SERVICES confers no rights upon the Ceniticate Holder. This Certificate P.O. Box 1319 does not amend, extend or alter the coverage afforded by the Santa Barbara, CA 93102-1319 policy below. insured: 168390 COMPANY AFFORDING COVERAGE S H & H VALUATION, LLC S H & H Valuation and Consulting Aspen American Insurance Company 3609 Market Place West Suite 201 University Place, WA 98466 - J Fax Number: 253-564-3143 Authorized Representative This is to certify that the policy of insurance listed below has been issued to the Insured named above for the policy period indicated. Notwithstanding any requirement, term of condition of any contract or other document with respect to which this Certificate may he issued or may pertain, the insurance afforded by the policy described herein is subject to all the tenns, exclusions and conditions of such policy. Limits shown may have been reduced by paid claims. DISCLAIMER: This certificate of insurance does not affirmatively or negatively amend. extend, or alter the coverage afforded by the insurance policy. TYPE OF INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMITS Professional Liability A.a100-1 49-I1 I2,10;2025 12/10:2026 Each Claim S 1.000.000 General Aggregate S 2.000.000 Description of Operations/Locations/Special Items: Professional Services as defined in the policy Certificate llolder: Cancellation: S H & H VALUATION, LI.0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES S H & Fl Valuation and Consulting BE CANCELLED BEFORE THE EXPIRATION DATE 3609 Market Place West Suite 201 THEREOF, NOTICE WILL BE DELIVERED IN University Place, WA 98466 ACCORDANCE WITH THE POLICY PROVISIONS. LIA0001 (11/97) Insured Copy �....40 SH&HVAL-01 ACOR©' CERTIFICATE OF LIABILITY INSURANCE `� ANOVERA DATE 12/18/202 YY) 12l1812025 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 POUCIES 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(les) must have ADDITIONAL INSURED provisions or 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 Pilkey, Hopping & Ekberg, Inc 2102 N Pearl St, Ste 102 Tacoma, WA 98406 CN.ONTACT PHAI"MON�EE Fax (luc, No, EA: (253) 756-2000 I V.Noi:(253) 766-6i336 miss, Insurance@pheinsurance.com INSURERISI AFFORDING COVERAGE NAIC 0 INSURER A : Ohio Security Company 24082 INSURED SH&H Valuation LLC SH&H Valuation and Consulting 3609 Market PI W Ste 201 University Place, WA 88468 INSURER B : Ohio Casualty Insurance Co 24074 INSURER C: INSURER D : INSURER E : INSURER F : COVERAGE CERTIFICATE 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 POUC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR MDIMMIDDIYYYYI POUCY NUMBER POUCY EFF POLICY EXP IMMIDD/YYYYI LIMITS A X COMMERCIAL GENERAL UABIUTY X BZS57021782 11/2026 1/1/2027 EACH OCCURRENCE S 2,000,000 CLAMS -MADE X OCCUR PRISES (EaEooNTcuwEr ante) s 2,0(10,000 MED EXP (Any one person) S 15,000 PERSONAL& ADV INJURY S 2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPUES jia PER: LOC GENERAL AGGREGATE S 4,000,000 PRODUCTS - COMP/OP AGG S 4,000,000 S A AUTOMOBILE X LIABILITY _ X SCHEDULED AUTOS SSVyNEp AUTOS ONLY BZS57021782 1/1/2026 1/1/2027 COMBINED SINGLE LIMIT(Ea S 1,000,000 BODILY INJURY (Per person) S BODILYOINJURY (Per accident) S (Perraodent) AGE S S B X UMBRELLA UAB EXCESSLIAB X OCCUR CLAMS -MADE US057021782 1/1/2026 1/1/2027 EACH OCCURRENCE S 1,000,000 AGGREGATE $ 1,000,000 DED I X RETENTIONS 0 S A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY AN() CPERROIPREIETgO�RR/PARTNER/EXECUTIVE (MenWtory In NH) EXCLUDED? ISCesPTbN unF eOPERATIONS below YIN N / A BZS57021782 111/2026 1/112O2T STATUTE X KH- E.L. EACH ACCIDENT S 2,000,000 E.L. DISEASE - EA EMPLOYEE 2,000,000 S E.L. DISEASE - POLICY LIMIT 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Inspection and Appraisal Service Offices The City of Yakima, its elected officials, officers, agents, and employees are additional Insured per BP7996 0916 attached. CERTIFICATE HOLD CANCELLATION i City of Yakima 129 North 2nd Street Yakima, WA 98901 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DEUVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) CD 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD BUSINESSOWNERS BP 14 88 0713 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other Insurance of Section III — Common Policy Conditions and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. BP 14 88 0713 © Insurance Services Office, Inc., 2012 Page 1 of 1 Page 116 of 212 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Below is a summarization of the coverages provided by this endorsement. No coverages are given by this summary. Actual coverage descriptions are within this endorsement. SECTION A. B. C. D. E. F. G. H. I. SUBJECT Supplementary Payments Bail Bonds Loss Of Eamings Broadened Coverage For Damage To Premises Rented To You Incidental Medical Malpractice Injury Mobile Equipment Blanket Additional Insured (Owners, Contractors Or Lessors) Newly Formed Or Acquired Organizations Aggregate Limits Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses Definitions Bodily Injury Insured Contract Personal And Advertising Injury Section II — Liability is amended as follows: A. Supplementary Payments Section A.1. Business Liability is modified as follows: 1. The $250 limit shown in Paragraph A.1.f.(1)(b) Coverage Extension the cost of bail bonds is replaced by a $3,000 limit. 2. The $250 limit shown in Paragraph A.1.f.(1)(d) Coverage Extension reasonable expenses and loss of earnings is replaced by a $500 limit. — Supplementary — Supplementary Payments for Payments for BP 79 96 09 16 ©2016 Liberty Mutual Insurance Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 127 of 212 B. Broadened Coverage For Damage To Premises Rented To You 1. The last paragraph of Section B.1. Exclusions — Applicable To Business Liability Coverage is replaced by the following: With respect to the premises which are rented to you or temporarily occupied by you with the permission 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 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 Declarations. 3. Paragraph D.3. Liability And Medical Expenses Limits Of Insurance does not apply. C. Incidental Medical Malpractice Injury 1. Paragraph (4) under Paragraph B.1.j. Exclusions — Applicable To Business Liability Coverage — Professional Services does not apply to "Incidental Medical Malpractice Injury" coverage. 2. With respect to this endorsement, the following is added to Section F. Liability And Medical Expenses Definitions: a. "Incidental Medical Malpractice Injury" means bodily injury arising out of the rendering of or failure to render, during the policy period, the following services: (1) Medical, surgical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith; or (2) The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. b. 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, Offense, 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. 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. above. D. Mobile Equipment Section C. Who Is An Insured is amended to include any person driving "mobile equipment" with your permission. E. 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", or "personal and advertising injury". BP 79 96 0916 © 2016 Liberty Mutual Insurance Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 128 of 212 2. The insurance afforded to 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; and (2) Caused in whole or in part by your ongoing operations performed for that insured. b. The Limit 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 Declarations, whichever are less. These limits are inclusive of and not in addition to the Limit of Insurance available under this policy. c. The insurance afforded to 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, engineer's or surveyor's rendering of or failure to render any professional services including: (a) The preparing or approving of 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 available 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. F. Newly Formed Or Acquired Organizations The following is added to Section C. Who Is An Insured: 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: 1. 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; 2. Section A.1. Business Liability does not apply to: a. "Bodily injury" or "property damage" that occurred before the entity was acquired or incorporated or organized by you; and b. "Personal and advertising injury" arising out of an offense committed before the entity was acquired or incorporated or organized by you. 3. Records and descriptions of operations must be maintained by the first Named Insured. BP 79 96 09 16 CO 2016 Liberty Mutual Insurance Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 129 of 212 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. G. Aggregate Limits The following is added to Paragraph D.4. Aggregate Limits Liability and Medical Expenses Limits Of Insurance: 1. The Aggregate Limits apply separately to each of the "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. 2, 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 connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. H. Duties In The Event Of Occurrence, Offense, Claim Or Suit 1. Paragraph E.2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition 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. Paragraph E.2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition 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. I. Section F. Liability And Medical Expenses Definitions is modified as follows: 1. Paragraph F.3. is replaced by the following: 3. "Bodily Injury" means 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. 2. Paragraph F.9. 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 operations 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; BP 79 96 09 16 © 2016 Liberty Mutual Insurance Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its perrnission. Page 130 of 212 f. That part of any other contract or agreement pertaining to your business (including an indemnification 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 construction 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. Paragraph F.14.b. Personal And Advertising Injury is replaced by the following: b. Malicious prosecution or abuse of process; BP 79 96 0916 © 2016 Liberty Mutual Insurance Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 131 of 212