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Robert W. Droll, Landscape Architect
MASON COUNTY PROFESSIONAL SERVICES CONTRACT THIS CONTRACT is made and entered into between Mason County, hereinafter referred to as "COUNTY" and Robert W. Droll, Landscape Architect, hereinafter referred to as "CONTRACTOR." RECITALS: WHEREAS, COUNTY desires to retain a person or firm to provide the following service: design, engineering, bidding and construction management services for the Mason County Recreation Area (MCRA) Infields 6 and 7 Renovation project; and WHEREAS, CONTRACTOR warrants that it is qualified and competent to render the aforesaid services. NOW, THEREFORE, for and in consideration of the Contract made, and the payments to be made by COUNTY, the parties agree to the following: Special Conditions Funding Source: Contractor acknowledges that this project is funded in part by the Washington State Recreation and Conservation Office (RCO) and agrees to adhere to all RCO requirements as detailed in their policies, guidelines, program manuals and similar documents as well as those detailed in Contract #12-1383D between RCO and County including indemnification. Additionally, CONTRACTOR agrees that all project sub -contractors, including those procured through the bidding process, will be required to adhere to RCO, Mason County, Washington State and federal policies, guidelines rules and laws including Revised Code of Washington (RCW) 79A.15 and Chapter 286 Washington Administrative Code (WAC). Archaeological and Cultural Resources: Contractor agrees to assist RCO in compliance with Executive Order 05-05 and/or the National Historic Preservation Act before initiating ground disturbing activities. Procurement: Contractor agrees to conduct any procurement, be it for goods or services, per RCW 39 26 as well as published State, RCO and COUNTY procurement policies and processes Acknowledgement: Contractor agrees to acknowledge RCO's funding contribution as required by RCO in any releases or other publications developed or modified for, or referring to the project during the project performance period and into the future. Best Management Practices: Contractor will incorporate applicable best management practices during the course of the project to ensure minimal environmental impact. Progress Reports: Contractor will provide a project progress report with each Invoice that, at a minimum, includes: a summary of the services provided by task including individual providing the service and number of hours charged; a detail of any direct expenses charged; a detail of any sub -contractors paid including the entity name, primary contact information, sub -contract total, services provided, services completed this billing period, DUNS number and Employer Identification Number (EIN); and progress notes, if applicable, that summarizes upcoming tasks, potential challenges and other information that the Administrative Officer may need to know. aduct: .ACTOR to provide COUNTY with originals or copies of original work products and other ,rials prepared by the CONTRACTOR and/or its consultants or subcontractors in connection with performance of this Agreement prior to payment of final invoice. Public Records: CONTRACTOR acknowledges that COUNTY and RCO are subject to RCW 42.56 and that this Contract and any records CONTRACTOR submits or has submitted to the State shall be a public record as defined in RCW 42 56. CONTRACTOR agrees to adhere to RCO and COUNTY's policy regarding p y garding public records including disclosure and releases COUNTY and the State from and claims arisin g from allowing reviewing or copying as allowed by State law. Non -Discrimination: Except where a nondiscrimination clause required by a federal funding agency is used, CON TRACTOR agrees to follow and will insert the following nondiscrimination clause in each contract for construction of this project: "During the performance of this project, the contractor agrees to comply with all state nondiscrimination laws." g p y federal and Extra Work: COUNTY may desire to have CONTRACTOR perform work or render services in connection with the project in addition to or other than work provided for as detailed in Exhibit A Scope -of -Services. p Such work will be considered "Extra Work" and must be processed as an amendment to this Contrac t. Ethics in Public Service: CONTRACTOR agrees to comply with RCW Chapter 42.52-Ethics in Public Service. General Conditions Scope of Services: The CONTRACTOR agrees to provide to COUNTY the services and anymaterials as set forth orth as identified in "Exhibit A Scope -of -Services," during the Contract period. No material, labor orfacilities' will be furnished by the COUNTY, unless otherwise provided for in the Contract. Performance Period: The performance period of this contract starts the date of the last signature and ends June g 30,2016. Term: Services provided by CONTRACTOR prior to or after the term of this contract shall be erf p ormed at the expense of CONTRACTOR and are not compensable under this contract unless both parties hereto g agree to such provision in writing. Compensation: Contract total values is not to exceed $32,985. Accounting and Payment for CONTRACTOR Services: Payment to the CONTRACTOR for services rendered under this Contract shall be as set forth in "Exhibit B Compensation."Where Exhibit "B"requires payments bythe COUNTY �� , payment shall be �� based upon written claims supported, unless otherwise provided in Exhibit B b documen tation ntation of units of work actually performed and amounts earned, including, where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar amen payment requested, so as to comply with municipal auditing requirements. Acceptable invoices will be processed within 30 days of receipt. Unless specifically stated in Exhibit "B" or approved in writing in advance by the official executing this Contract for the COUNTY or his designee (hereinafter referred to as the "Administrative Officer") the COUNTY will not reimburse the CONTRACTOR for any costs or expenses incurred by the CONTRACTOR in the performance of this contract. Where required, the COUNTY shall, upon receipt of appropriate documentation, compensate the CONTRACTOR, no more often than monthly, in accordance with COUNTY's customary procedures, pursuant to the fee schedule set forth in Exhibit "B " Taxes: CONTRACTOR understands and acknowledges that the COUNTY will not withhold Federal or State income taxes. Where required by State or Federal law, the CONTRACTOR authorizes the COUNTY to withhold for any taxes other than income taxes (i.e., Medicare). All compensation received by the CONTRACTOR will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the CONTRACTOR to make the necessary estimated tax payments throughout the year, if any, and the CONTRACTOR is solely liable for any tax obligation arising from the CONTRACTOR's performance of this Contract. The CONTRACTOR hereby agrees to indemnify the COUNTY against any demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on compensation earned pursuant to this Contract. The COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The CONTRACTOR must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or personal property to which the COUNTY does not hold title. The COUNTY is exempt from Federal Excise Tax. Withholding Payment: In the event the CONTRACTOR has failed to perform any obligation under this Contract within the times set forth in this Contract, then the COUNTY may, upon written notice, withhold from amounts otherwise due and payable to CONTRACTOR, without penalty, until such failure to perform is cured or otherwise adjudicated. Withholding under this clause shall not be deemed a breach entitling CONTRACTOR to termination or damages, provided that the COUNTY promptly gives notice in writing to the CONTRACTOR of the nature of the default or failure to perform, and in no case more than 10 days after it determines to withhold amounts otherwise due. A determination of the Administrative Officer set forth in a notice to the CONTRACTOR of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the CONTRACTOR acts within the times and in strict accord with the provisions of the Disputes clause of this Contract. The COUNTY may act in accordance with any determination of the Administrative Officer which has become conclusive under this clause, without prejudice to any other remedy under the Contract, to take all or any of the following actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the CONTRACTOR, (3) to set off any amount so paid or incurred from amounts due or to become due the CONTRACTOR. In the event the CONTRACTOR obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to CONTRACTOR by reason of good faith withholding by the COUNTY under this clause. Labor Standards: CONTRACTOR agrees to comply with, and require any sub -contractors to comply with, all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis -Bacon Act; and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages, minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surroundings or under conditions which are unsanitary, hazardous, or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and/or the State of Washington. Independent CONTRACTOR: CONTRACTOR's services shall be furnished by the CONTRACTOR as an independent CONTRACTOR, and nothing herein contained shall be construed to create a relationship of employer - employee. All payments made hereunder and all services performed shall be made and performed pursuant to this Contract by the CONTRACTOR as an independent contractor. CONTRACTOR acknowledges that the entire compensation for this Contract is specified in Exhibit "B" and the CONTRACTOR is not entitled to any benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to employees of the COUNTY. The CONTRACTOR represents that he/she/it maintains a separate place of business, serves clients other than the COUNTY, will report all income and expense accrued under this contract to the Internal Revenue Service, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. CONTRACTOR will defend, indemnify and hold harmless the COUNTY, its officers, agents or employees from any loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. Assignment and Subcontracting: The performance of all activities contemplated by this Contract shall be accomplished by CONTRACTOR. No portion of this contract may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the COUNTY. No Guarantee of Employment: The performance of all or part of this contract by the CONTRACTOR shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of CONTRACTOR or any employee of CONTRACTOR or any sub -contractor or any employee of any sub- contractor by the COUNTY at the present time or in the future. Conflict of Interest: If at any time prior to commencement of, or during the term of this Contract, CONTRACTOR or any of its employees involved in the performance of this Contract shall have or develop an interest in the subject matter of this Contract that is potentially in conflict with the COUNTY's interest, then CONTRACTOR shall immediately notify COUNTY of the same. The notification of COUNTY shall be made with sufficient specificity to enable COUNTY to make an informed judgment as to whether or not COUNTY's interest may be compromised in any manner by the existence of the conflict, actual or potential. Thereafter, COUNTY may require CONTRACTOR to take reasonable steps to remove the conflict of interest. COUNTY may also terminate this contract according to the provisions herein for termination. Non -Discrimination in Employment: COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges of employment for all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status. CONTRACTOR shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore, in those cases in which CONTRACTOR is governed by such laws, CONTRACTOR shall take affirmative action to insure that applicants are employed, and treated during employment, without regard to their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Such action shall include, but not be limited to: advertising, hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits, selection for training including apprenticeship, and participation in recreational and educational activities. In all solicitations or advertisements for employees placed by them or on their behalf, CONTRACTOR shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. The foregoing provisions shall also be binding upon any sub -contractor, provided that the foregoing provision shall not apply to contracts or sub -contractors for standard commercial supplies or raw materials, or to sole proprietorships with no employees. Waiver of Noncompetition: CONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to the COUNTY, and CONTRACTOR further promises that it will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to COUNTY. Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions: CONTRACTOR further certifies, by executing this contract, that neither it nor its principles is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or Agency. CONTRACTOR also agrees that it shall not knowingly enter into any lower tier covered transactions (a transaction between CONTRACTOR and any other person) with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, and CONTRACTOR agrees to include this clause titled "Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" without modification, in all lower tier covered transactions and in all solicitations for lower tier transactions. The "General Service Administration List of Parties Excluded from Federal Procurement or Non - procurement Programs" is available to research this information at http://epls.arnet.gov/. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by CONTRACTOR and/or its consultants or sub -contractors, in connection with performance of this Contract, shall be the sole and absolute property of COUNTY. When CONTRACTOR creates any copyrightable materials or invents any patentable property, CONTRACTOR may copyright or patent the same, but COUNTY retains a royalty -free, nonexclusive and irrevocable license to reproduce, publish, recover, or otherwise use the materials or property and to authorize other governments to use the same for state or local governmental purposes. CONTRACTOR further agrees to make research, notes, and other work products produced in the performance of this Contract available to COUNTY upon request. Patent/Copyright Infringement: CONTRACTOR will defend and indemnify COUNTY from any claimed action, cause or demand brought against COUNTY, to the extent such action is based on the claim that information supplied by the CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay those costs and damages attributable to any such claims that are finally awarded against COUNTY in any action. Such defense and payments are conditioned upon the following: A. CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such claim. B CONTRACTOR shall have the right, hereunder, at its option and expense, to obtain for COUNTY the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or Toss results to COUNTY. Confidentiality: CONTRACTOR, its employees, sub -contractors, and their employees shall maintain the confidentiality of all information provided by COUNTY or acquired by CONTRACTOR in performance of this Contract, except upon the prior written consent of the COUNTY or an order entered by a court after having acquired jurisdiction over COUNTY. CONTRACTOR shall immediately give to COUNTY notice of any judicial proceeding seeking disclosure of such information. CONTRACTOR shall indemnify and hold harmless COUNTY, its officials, agents or employees from all loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees and costs resulting from CONTRACTOR's breach of . this provision. Right to Review: This contract is subject to review by any Federal, State or COUNTY auditor. COUNTY or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the Administrative Officer or by COUNTY's Auditor's Office. Such review may occur with or without notice and may include, but is not limited to, on -site inspection by COUNTY agents or employees, inspection of all records or other materials which COUNTY deems pertinent to the Contract and its performance, and any and all communications with or evaluations by service recipients under this Contract. CONTRACTOR shall preserve and maintain all financial records and records relating to the performance of work under this Contract for six (6) years after contract termination, and shall make them available for such review, within Mason County, State of Washington, upon request. CONTRACTOR also agrees to notify the Administrative Officer in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this Contract. If no advance notice is given to CONTRACTOR, then CONTRACTOR agrees to notify the Administrative Officer as soon as it is practical. Minimum Insurance Required: At a minimum, CONTRACTOR shall provide the following types and amounts of insurance: 1. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability Defense costs must be paid in addition to limits. Limits shall be no Tess than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. 2 Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses. 3 Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non - owned and hired autos, or the exact equivalent Limits shall be no less than $1,000,000 per accident, combined single limit. If Contractor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor shall obtain evidence of personal auto liability coverage for each such person. 4. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be "pay on behalf", with defense costs payable in addition to policy limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to County for injury to employees of Contractor, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval of County following receipt of proof of insurance as required herein. Proof of Insurance: A certificate of insurance is attached hereto as "Exhibit D Certificate of Insurance." Addiitional Insurance Requirements and Stipulations: CONTRACTOR is required to provide insurance as detailed and stipulated in "EXk-IiBIT C Insurance Requirements," Industrial Insurance Waiver: With respect to the performance of this Contract and as to claims against COUNTY, its officers, agents and employees, CONTRACTOR expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided In this Contract extend to any claim brought by or on behalf of any employee of CONTRACTOR. This waiver is mutually negotiated by the parties to this Contract. CONTRACTOR Commitments, Warranties and Representations: Any written commitment received from CONTRACTOR concerning this Contract shall be binding upon CONTRACTOR, unless otherwise specifically provided herein with reference to this paragraph. Failure of CONTRACTOR to fulfill such a commitment shall render CONTRACTOR liable for damages to COUNTY. A commitment includes, but is not limited to, any representation made prior to execution of sContract,whether or not incorporated elsewhere herein by reference, as to performance of services this t or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties. Indemnification: To the fullest extent permitted by law, CONTRACTOR agrees to indemnify, defend and hold COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which 1) are caused in whole or in part by any act or omission, negligent or otherwise, of CONTRACTOR, its employees, agents or volunteers or CONTRACTOR'S subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or iri connection with performance of this Contract; or 3) are based upon CONTRACTOR's or its subcontractors' use of, presence upon or proximity to the property of COUNTY for the value of the contract or $1,000,000, whichever is less. This indemnification obligation of the Provider shall not apply in the lim ited circumstance where the claim, damage, Toss or expense is caused by the sole negligence of COUNTY. In the event of the concurrent negligence of CONTRACTOR, Its subcontractors, employees or- agents, and COUNTY, its employees or agents, this indemnification obligation of CONTRACTOR shall be valid and enforceable only to the extent of the negligence of CONTRACTOR, its subcontractors, employees and agents. This indemnification obligation of CONTRACTOR shall not limited in an waybythe Washington State Industrial Insurance Act, RCW Title 51, or by application be lire r �l � , � other employee ee benefit act, and of any other workmen's compensation act, disability benefit act or p y CONTRACTORexpressly herebywaives any immunity afforded by such acts. The foregoing indemnification obligations of CONTRACTOR are a material inducement to COUNTY to enter into this Contract, are reflected in CONTRACTOR's compensation, and have been mutually negotiated by the parties, BC> CONTRACTOR's initials acknowledging indemnity terms: 4 E--Verify: The ErVerifcontractor program for Mason County applies to contracts of $100,000 or more and sub Y rcontractfor 100 contracts for �2o,0a0 or more if the primary s i� 000 or more, CONTRACTOR , represents and warrants that it will, for at least the duration of this contract, register and participate in the status verification system for all newly hired employees, Thie term "employee" as used herein rneans that is hired to perform work for Mason County. As used herein, "status verification system" any person 1 E means the Illegal Immigration Reform and Immigration Responsibility Act of '1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. CONTRACTOR agrees to maintain records of such compliance and, upon request of the COUNTY, to provide a copy of each such verification to the COUNTY. CONTRACTOR further represents and warrants that any person assigned to perform services hereunder meets the employment eligibility requirements of all immigration laws of the State of Washington. CONTRACTOR understands and agrees that any breach of these warranties may subject CONTRACTOR to the following: (a) termination of this Contract and ineligibility for any Mason County contract for up to three (3) years, with notice of such cancellation/termination being made public. In the event of such termination/cancellation, CONTRACTOR would also be liable for any additional costs incurred by the COUNTY due to contract cancellation or loss of license or permit." CONTRACTOR will review and enroll in the E-Verify program through this website: www.uscis.gov Compliance with Applicable Laws, Rules and Regulations: This Contract shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, political subdivisions of the State of Washington and Mason County. CONTRACTOR also agrees to comply with applicable Federal, State, County or municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals. Administration of Contract: COUNTY hereby appoints, and CONTRACTOR hereby accepts, the Mason County Facilities, Parks and Trails Manager, and his or her designee, as COUNTY's representative, hereinafter referred to as the Administrative Officer, for the purposes of administering the provisions of this Contract, including COUNTY's right to receive and act on all reports and documents, and any auditing performed by COUNTY related to this Contract. The Administrative Officer for purposes of this Contract is: Jeff Vrabel Mason County Support Services Facilities, Parks and Trails Manager (360) 427-9670 ext. 669 jvrabel@co. mason.wa. us Contractor Contact Information: Robert W Droll, Landscape Architect, PS 4407 7th Avenue SE, Suite 203 Lacey, WA 98503 360-456-3813 Bob@rwdroll.com Notice: Except as set forth elsewhere in the Contract, for all purposes under this Contract except service of process, notice shall be given by CONTRACTOR to COUNTY's Administrative Officer under this Contract. Notice to CONTRACTOR for all purposes under this Contract shall be given to the address provided by CONTRACTOR herein above in the "Contractor Information" section. Notice may be given by delivery or by depositing in the U S mail. Modifications: Either party may request changes in the Contract. Any and all agreed modifications, to be valid and binding upon either party, shall be in writing and signed by both of the parties. Termination for Default: If CONTRACTOR defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, COUNTY may, by depositing written notice to CONTRACTOR in the U.S mail, terminate the Contract, and at COUNTY's option, obtain performance of the work elsewhere. If the Contract is terminated for default, CONTRACTOR shall not be entitled to receive any further payments under the Contract until all work called for has been fully performed. Any extra cost or damage to COUNTY resulting from such default(s) shall be deducted from any money due or coming due to CONTRACTOR. CONTRACTOR shall bear any extra expenses incurred by COUNTY in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by COUNTY by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that CONTRACTOR was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. Termination for Public Convenience: COUNTY may terminate this Contract in whole or in part whenever COUNTY determines, in its sole discretion, that such termination is in the interests of COUNTY. Whenever the Contract is terminated in accordance with this paragraph, CONTRACTOR shall be entitled to payment for actual work performed in compliance with Exhibit A Scope -of -Services and Exhibit B Compensation. An equitable adjustment in the Contract price for partially completed items of work will be made, but such adjustment shall not include provision for Toss of anticipated profit on deleted or uncompleted work. Termination of this Contract by COUNTY at any time during the term, whether for default or convenience, shall not constitute breach of contract by COUNTY. Termination for Reduced Funding: COUNTY may terminate this Contract in whole or in part should COUNTY determine, in its sole discretion, that such termination is necessary due to a decrease in available project funding including State and/or Federal grants. Whenever the Contract is terminated in accordance with this paragraph, the CONTRACTOR shall be entitled to payment for actual work performed in compliance with Exhibit A Scope -of --Services and Exhibit B Compensation. Disputes: Differences between CONTRACTOR and COUNTY, arising under and by virtue of the Contract Documents, shall be brought to the attention of COUNTY at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, rulings, instructions, and decisions of the Administrative Officer shall be final and conclusive. Notice of Potential Claims: CONTRACTOR shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the Administrative Officer or COUNTY, or (2) the happening of any event or occurrence, unless CONTRACTOR has given COUNTY a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by COUNTY. The written Notice of Potential Claim shall set forth the reasons for which CONTRACTOR believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. CONTRACTOR shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. Detailed Claim: CONTRACTOR shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by COUNTY, CONTRACTOR has given COUNTY a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. Arbitration: Other than claims for injunctive relief brought by a party hereto (which may be brought either in court or pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim, dispute or controversy between the parties under, arising out of, or related to this Contract or otherwise, including issues of specific performance, shall be determined by arbitration in Shelton, Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date hereof, as modified by this Contract. There shall be one arbitrator selected by the parties within ten (10) days of the arbitration demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this Contract shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief (including specific performance), or any other remedy available from a judge, including expenses, costs and attorney fees to the prevailing party and pre -award interest, but shall not have the power to award punitive damages. The decision of the arbitrator shall be final and binding and an order confirming the award or judgment upon the award may be entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At the request of either party made not later than forty-five (45) days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided, that either party may decline to mediate and proceed with arbitration. Unless otherwise specified herein, this Contract shall be governed by the laws of Mason County and the State of Washington. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Contract, the venue of such action of litigation shall be in the courts of the State of Washington in and for the County of Mason. Unless otherwise specified herein, this Contract shall be governed by the laws of Mason County and the State of Washington. Severability: If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. Waiver: Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. The failure of COUNTY to insist upon strict performance of any of the covenants of this Contract, or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such, or any other covenants or contracts, but the same shall be and remain in full force and effect. Order of Precedence: A. Applicable federal, state and county statutes, regulations, policies, procedures, federal Office of Management and Budget (OMB) circulars and federal and state executive orders. B RCO Contract #12-1383D including attachments C Special Conditions D. General Conditions E. Exhibits Entire Contract: This written Contract, comprised of the writings signed or otherwise identified and attached hereto, represents the entire Contract between the parties and supersedes any prior oral statements, discussions or understandings between the parties. ROBERT W. DROLL, LANDSCAPE ARCHITECT: 0 II 74 Robert W! br•II Date: &,(L (&' ATTEST: Julie Almanzor, Clerk of the Boar APPROVED AS TO FORM: Tim Whitehead C,fiiet DPA BOARD OF COUNTY COMMISSIONERS MASON COUNTY, WASHINGTON Z--a_t A -ate Terri Jeffreys, F air LeI1J2Oi&, Date: sessisosesmayameaussa)sigmssitaiutra c,,� Tim Sheldon, Commissioner Randy Neatherlin, Commissioner EXHIBIT A SCOPE OF SERVICES Mason County Recreation Area Infield 6 & 7 Renovation Bidding and Construction Management Services Scope of Work This assignment includes the work to be performed by Robert W Droll, Landscape Architect, PS, (hereinafter RWD) for Mason County Recreation Area Infield 6 & 7 Renovation (hereinafter "Project") on behalf of the Mason County Parks, Trails and Facilities Department (hereinafter Client). Design and Construction Documents will be prepared showing the conversion of the infields of Field #6 and Field #7 from skinned infields to synthetic turf infield. Professional Services include the following: 1. Update and complete 100% Contract Plans and Specifications, including preparation of all required permit drawings, provide project management for the permit review process. 2. Prepare all Bid Documents and manage the bid process. 3. Construction Administration Services, including inspections and reports required for coordination with WA RCO grant process. Basis of Proposal This Scope of Services and Fee Proposal are based upon discussions with the Mason County Support Services Department and the Mason County Department of Parks and Trails. Scope of Services RWD proposes the following Scope of Services to accomplish the work: Task 1 100% Design Development Task 1.01 Site Plan RWD will prepare a Site Plan defining the horizontal location and detail references of proposed improvements. Task 1.02 Grading Plan RWD will prepare a Grading Plan defining the vertical alignment of the synthetic infields and other Site Plan improvements. Task 1.03 Subsurface Drainage Plan RWD will prepare a Subsurface Drainage Plan defining surface lateral and main drain pipe size, spacing, grades and elevations. It is assumed the main drain pipe mains from both fields will be conveyed to a Type 2 Drywell for infiltration. Task 1.04 Irrigation Plan RWD will prepare an irrigation plan defining the modification of the existing irrigation system to accommodate the synthetic turf infields. Task 1.05 Details RWD will prepare details defining the dimensions, materials and relationship of all site improvements, including subsurface drainage system and goal posts. Task 1.06 Project Manual Prepare Project Manual, amendments to the Standard Specifications and Special Provisions in compliance with CSI format. Incorporate Client's bidding information and amendments (provided electronically in MSWORD format by Client). Prepare Bid Proposal in format of Base Bid with Alternate Bid Items. Task 1.07 Estimate of Probable Costs Prepare an Estimate of Probable Construction Cost based on measured unit quantities in the Bid Proposal format. Task 1.08 Project Management Manage the contractual, scheduling, billing and timing of project. Manage the coordination of staff and the execution of the Scope of Services. Communicate with Client on project design and details. Task 3.09 Client Review RWD will meet with Client to review Design Submittal, identify issues to be resolved, evaluate costs, strategize bid form, and refine Project Schedule. Task 1.10 SEPA & Grading Permit RWD will prepare SEPA and Grading Permit applications and will submit to Mason County. RWD will be responsible for processing permits and responding to inquiries. RWD assumes all permits are administratively reviewed and approved; no public hearing is anticipated. Task 2 Bidding Services RWD will conduct the following Bidding Services tasks: 2.1 Bidding Services Tasks ❑ Prepare Advertisement for Bid and Coordinate with Parks. ❑ Coordinate and assure publication of bid advertisement. ❑ Respond to Bidder questions and inquiries. ❑ Coordinate and conduct the Pre -Bid Conference. ❑ Issue addenda and clarifications if required. ❑ Review bids and bidder qualifications. ❑ Evaluate bids and determine the combination of base bid and bid alternates that best fit project needs and budget. ❑ Provide written recommendation for awarding bid. ❑ Issue bid results to all bidders. ❑ Issue Notice of Award to successful bidder. Task 3 Construction Administration RWD will conduct the following Construction Administration Services tasks: ❑ Pre -Construction Conference ❑ Submittal, Shop Drawing, and Compliance Testing Review ❑ Construction Observation — conduct site inspections, monitor construction progress and coordinate the weekly construction progress meetings. ❑ Review RFI's and issue responses as appropriate. ❑ Review Pay Estimate/Change Order ❑ Review As -Built Drawings ❑ Substantial Completion Inspection ❑ Prepare and issue the Punch List ❑ Final Completion Inspection of Punch List items ❑ Prepare and issue the Project Close -Out Checklist ❑ Review Close -Out Submittals and Warranty Information ❑ Recommend Acceptance. ❑ Assemble closeout documents, guarantees, warranties, etc. in a bound notebook and submit to Client after project completion. Additional Services, Excluded Services Specific items that are not within the scope of work/services include, but are not limited to, the following: Professional Design Survey & Mapping t Wetland Delineation Traffic studies Geotechnical Investigations Demand analysis/economic modeling Design Development, Construction Documents or Proposed Design of any off -site improvements or building improvements t Legal Descriptions of easements, Rights -of -Ways, etc. t Hydrology Studies, Environmental Studies/Assessments Off -site storm drainage modeling or design t Stormwater Report t Construction Staking Wildlife and archaeological investigations t Web -site preparation and hosting, visual impact analysis, photo -simulations, perspective character sketches t Tree inventory, valuation, noise studies, air quality studies t Public Meetings, neighborhood meetings, Hearing Examiner meetings, etc. other than in Scope of Services t JARPA, NEPA, NPDES or any environmental permitting t Environmental Assessments Testing Services t Boundary and ALTA Surveys Professional Fee Professional Fees to accomplish the Scope of Services shall be as stated in Exhibit B (attached). Consultant will perform services on an hourly basis, with the fees listed in Exhibit B as a Not- To - Exceed amount. Direct Expenses Direct Expenses include, but are not limited to, plots, parcel post, printing, Bid Document printing and distribution, etc. Client's Responsibilities Client will provide the following information or services as required for performance of the work. RWD assumes no responsibility for the accuracy of such information or services and shall not be liable for errors and omissions therein. Should RWD be required to provide services in obtaining or coordinating compilation of this information, such services shall be charged as Additional Services. t City Public Works Standard Drawings, Regulations and Specifications, including "Boiler Plate" Bidding Information and forms. t Existing as -built site engineering and utility base information. t Fees and submittals to agencies or associations. t Zoning Regulations Other relevant regulatory documentation t Bid Document Reproduction and Distribution Cost EXHIBIT B COMPENSATION Fee Structure: Professional services are to be billed on an hourly basis Direct expenses, as allowed and related to the project work, are to be charged at actual costs. Invoices: At a minimum, invoices are to include: name of firm, remittance address, DUNS and EIN numbers; contact name, phone number and e-mail, a detail of the number of hours per task by individual performing the services; and a detail of any direct expenses charged. A progress report must accompany each invoice. Invoice Period: Invoices can be submitted monthly. At a minimum, invoices must be submitted quarterly. Compensation: CONTRACTOR will be reimbursed for services provided as detailed in the Exhibit A Scope -of - Services and the Exhibit B-Compensation. e:�l�7i3:?:L•E� int I aaa ewe •=se s• i Exhibit B - Project Scope of RWD Work / Fee # Tasks Total Bob Project Droll, Manager ASLA, Don Design Campbell, Lead Landscape III Technician Clerical 1.00 100% Documents Contract Site Plan $1,820.00 0 $ - 4 $380.00 16 $1,440.00 0 $ - 1.01 Grading Plan $1,100.00 0 $ - 4 $380.00 8 $720.00 0 $ - 1.02 Subsurface Drainage Plan $1,100.00 0 $ - 4 $380.00 8 $720.00 0 $ - 1.03 Irrigation Plan $190.00 0 $ - 2 $190.00 0 $- 0 $ - 1.04 Details $2,540.00 0 $ - 4 $380.00 24 $2,160.00 0 $ - 1.05 Project Manual $808.00 0 $ - 8 $760.00 0 $- 1 $48.00 1.06 Estimate Costs of Probable $380.00 0 $ - 4 $380.00 0 $- 0 $ - 1.07 1.08 Project Management $1,260.00 4 $500.00 8 $760.00 0 $- 0 $ - Client Review $190.00 0 $ - 2 $190.00 0 $- 0 1.09 1.10 SEPA Processinq & Grading Permit $950.00 0 $ - 10 $950.00 0 $- 0 $ - Subtotal $10,338.00 $ - $ - 2.00 Bidding Services $2,068.00 4 $500.00 16 $1,520.00 0 $- 1 $48.00 3.00 Construction Administration $18,648.00 12 $1,500.00 180 �$ 17,100.00 0 $ - 1 $48.00 Tasks Total $31,054.00 $2,500.00 :$ 23,370.00 $5,040.00 $144.00 Direct Expenses $1,931.00 5.00 Time Professional Total and Materials Services $32,985.00 EXHIBIT C INSURANCE REQUIREMENTS 1. MINIMUM Insurance Requirements: A. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no Tess than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. B. Workers' Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses. C. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non -owned and hired autos, or the exact equivalent Limits shall be no Tess than $1,000,000 per accident, combined single limit. If Contractor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor shall obtain evidence of personal auto liability coverage for each such person. D Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be "pay on behalf", with defense costs payable in addition to policy limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to COUNTY for injury to employees of Contractor, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval of COUNTY following receipt of proof of insurance as required herein. 2. Certificate of Insurance: A certificate of insurance is attached hereto as "Exhibit D Certificate of Insurance." 3. Basic Stipulations: A CONTRACTOR agrees to endorse third party liability coverage required herein to include as additional insureds COUNTY, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition date prior to 2004. [If this is a construction contract, ISO endorsement 20 37 also is required.] Contractor also agrees to require all contractors, subcontractors, and anyone else involved in this Contract on behalf of the contractor (hereinafter "indemnifying parties") to comply with these provisions. B. CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the applicability of any insurance proceeds, and to require all indemnifying parties to do likewise. C All insurance coverage maintained or procured by CONTRACTOR or required of others by CONTRACTOR pursuant to this Contract shall be endorsed to delete the subrogation condition as to COUNTY, or must specifically allow the named insured to waive subrogation prior to a loss. D. All coverage types and limits required are subject to approval, modification and additional requirements by COUNTY. CONTRACTOR shall not make any reductions in scope or limits of coverage that may affect COUNTY's protection without COUNTY's prior written consent. E Proof of compliance with these insurance requirements, consisting of endorsements and certificates of insurance shall be delivered to COUNTY prior to the execution of this Contract. If such proof of insurance is not delivered as required, or if such insurance is canceled at any time and no replacement coverage is provided, COUNTY has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests. Any premium so paid by COUNTY shall be charged to and promptly paid by CONTRACTOR or deducted from sums due CONTRACTOR. F. It is acknowledged by the parties of this Contract that all insurance coverage required to be provided by CONTRACTOR or indemnifying party, is intended to apply first and on a primary non-contributing basis in relation to any other insurance or self-insurance available to COUNTY. G CONTRACTOR agrees not to self -insure or to use any self -insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self- insure its obligations to COUNTY. If CONTRACTOR's existing coverage includes a self - insured retention, the self -insured retention must be declared to the COUNTY. The COUNTY may review options with CONTRACTOR, which may include reduction or elimination of the self - insured retention, substitution of other coverage, or other solutions. H. CONTRACTOR will renew the required coverage annually as long as COUNTY, or its employees or agents face an exposure from operations of any type pursuant to this Contract. This obligation applies whether or not the Contract is canceled or terminated for any reason. Termination of this obligation is not effective until COUNTY executes a written statement to that effect. 4. Contract Specific Requirements: Professional Liability/Errors and Omissions Liability CONTRACTOR shall provide evidence of professional liability insurance on a policy form appropriate to CONTRACTOR's profession. Limits shall be no less than $1,000,000/claim. EXHIBIT D CERTIFICATE OF INSURANCE Client#: 73727 DROLROBEI ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 4/28/2016 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 Propel Insurance Olympia Commercial Insurance P.O. Box 2007 Olympia, WA 98507 INSURED Robert W. Droll Landscape Architect PS 4405 7th Ave SE, Ste 203 Lacey, WA 98503 NAMEACT Roxanne Buskirk PHONE 360-252-2363 (A/C, No, Ext): FAX 866.577.1326 E-MAIL roxanne.buskirk@propelinsurance.com ADDRESS:p INSURER(S) AFFORDING COVERAGE INSURERA: American States Insurance Compa INSURER B : Landmark American Insurance Com INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: NAIC # 19704 33138 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 LTR A A A A TYPE OF INSURANCE GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT fl LOC AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED AUTOS HIRED AUTOS UMBRELLA LIAB EXCESS LIAB DED SCHEDULED AUTOS NON -OWNED AUTOS OCCUR CLAIMS -MADE RETENTION $10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N Errors & Omi ADDL INSR X X N/A SUBR WVD X POLICY NUMBER 01 CH7454369 01 CH7454369 01SU43451210 WA STP GAP 01 CH7454369 LHR750306 POLICY EFF (M M/DD/YYYY) 02/27/2016 02/27/2016 02/27/2016 02/27/2016 04/20/2016 POLICY EXP (MM/DD/YYYY) 02/27/2017 LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG 02/27/2017 02/27/2017 02/27/2017, 04/20/2017 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE AGGREGATE \AC STATU- TORY LIMITS OTH- ER E L EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ 1,000,000 $1,000,000 $10,000 $1,000,000 $ 2,000,000 $2,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $2,000,000 $1,000,000 PER CLAIM $1,000,000 AGGREGATE DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: MCRA Synthetic Fields 6 & 7 Mason County Facilities, Parks & Trails is additional insured per attached endorsement. CERTIFICATE HOLDER CANCELLATION Mason County Facilities, Parks & Trails 411 N 5th Street Shelton, WA 98584 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010105) 1 of 1 The ACORD name and logo are registered marks of ACORD #52186771/M2101877 © 1988-2010 ACORD CORPORATION. All rights reserved. MJGOO This page has been left blank intentionally. Liberty Mutual. INSURANCE COMMERCIAL GENERAL LIABILITY CG 76 35 02 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIABILITY PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: ADDITIONAL INSURED —. BY WRITTEN CONTRACT, AGREEMENT OR PERMIT, OR SCHEDULE The following paragraph is added to WHO IS AN INSURED (Section II): 4. Any person or organization shown in the Sched- ule or for whom you are required by written con- tract, agreement or permit to provide insurance is an insured, subject to the following additional provisions: a. The contract, agreement or permit must be in effect during the policy period shown in the Declarations, and must have been exe- cuted prior to the `bodily injury", `property damage", or "personal and advertising injury" b. The person or organization added as an in- sured by this endorsement is an insured only to the extent you are held liable due to: (1) The ownership, maintenance or use of that part of premises you own, rent, CG 76 35 02 07 lease or occupy, subject to the following additional provisions: (a) This insurance does not apply to any "occurrence" which takes place after you cease to be a tenant in any premises leased to or rented to you; (b) This insurance does not apply to any structural alterations, new con- struction or demolition operations performed by or on behalf of the person or organization added as an insured; (2) Your ongoing operations for that in- sured, whether the work is performed by you or for you; (3) The maintenance, operation or use by you of equipment leased to you by such person or organization, subject to the following additional provisions: (a) This insurance does not apply to any "occurrence" which takes place after the equipment lease expires; Includes Copyrighted Material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services, 2001 Page 1 of 4 EP (b) This insurance does not apply to "bodily injury" or "property dam- age" arising out of the sole negli- gence of such person or organization; Permits issued by any state or political subdivision with respect to operations performed by you or on your behalf, subject to the following additional pro- vision: This insurance does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of operations performed for the state or municipality. c. The insurance with respect to any architect, engineer, or surveyor added as an insured by this endorsement does not apply to "bodily injury", "property damage", or "per- sonal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, includ- ing: (1) The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change or- ders, designs or specifications; and (2) Supervisory, inspection or engineering services. d. This insurance does not apply to `bodily injury" or "property damage" included within the "products -completed operations haz- ard". A person's or organization's status as an insured un- der this endorsement ends when your operations for that insured are completed. No coverage will be provided if, in the absence of this endorsement, no liability would be imposed by law on you. Coverage shall be limited to the extent of your negligence or fault according to the applicable princi- ples of comparative fault. NON -OWNED WATERCRAFT AND NON -OWNED AIRCRAFT LIABILITY Exclusion g. of COVERAGE A (Section I) is replaced by the following: g. "Bodily Injury" or `property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes oper- ation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or `property damage" involved the ownership, mainte- nance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any in- sured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an `auto" on, or on the ways next to, premises you own or rent, pro- vided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, mainte- nance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage" arising out of: (a) the operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor ve- hicle Insurance law in the state where it is licensed or principally garaged; or (b) the operation of any of the machin- ery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment". (6) An aircraft you do not own provided it is not operated by any insured. TENANTS' PROPERTY DAMAGE LIABILITY When a Damage To Premises Rented To You Limit is shown in the Declarations, Exclusion j. of Coverage A, Section I is replaced by the following: j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or Page 2 of 4 (3) any other person, organization or entity, for repair, replacement, enhancement, restora- tion or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations, or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it, Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the con- tents of such premises, rented to you. A separate limit of insurance applies to Damage To Prem- ises Rented To You as described in Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a side- track agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the 'products - completed operations hazard". Paragraph 6. of LIMITS OF INSURANCE (Section III) is replaced by the following: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay un- der Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. The Damage To Premises Rented To You limit is the higher of the Each Occurrence Limit shown in the Declarations or the amount shown in the Declarations as Damage To Premises Rented To You Limit. WHO IS AN INSURED MANAGERS The following is added to Paragraph 2.a. of WHO IS AN INSURED (Section II): Paragraph (1) does not apply to executive officers, or to managers at the supervisory level or above. SUPPLEMENTARY PAYMENTS •— COVERAGES A AND B -- BAIL BONDS TIME OFF FROM WORK Paragraph 1.b. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. Paragraph 1.d. of SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is replaced by the following; d. All reasonable expenses incurred by the in- sured at our request to assist us in the in- vestigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. EMPLOYEES AS INSUREDS — HEALTH CARE SERVICES Provision 2.a.(1)(d) of WHO IS AN INSURED (Section 11) is deleted, unless excluded by separate endorse- ment. EXTENDED COVERAGE FOR NEWLY ACQUIRED ORGANIZATIONS Provision 3.a. of WHO IS AN INSURED (Section II) is replaced by the following: a. Coverage under this provision is afforded only until the end of the policy period. EXTENDED "PROPERTY DAMAGE" Exclusion a, of COVERAGE A (Section I) is replaced by the following: a. "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. CG 76 35 02 07 Page 3 of 4 EP EXTENDED DEFINITION OF BODILY INJURY Paragraph 3. of DEFINITIONS (Section V) is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from any of these at any time. TRANSFER OF RIGHTS OF RECOVERY The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of COM- MERCIAL GENERAL LIABILITY- CONDITIONS (Sec- tion IV): We waive any rights of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to a person or organization for whom you are required by written contract, agreement or permit to waive these rights of recovery. AGGREGATE LIMITS OF INSURANCE — PER LOCATION For all sums which the insured becomes legally obli- gated to pay as damages caused by "occurrences" under COVERAGE A (Section I), and for all medical expenses caused by accidents under COVERAGE C (Section I), which can be attributed only to operations at a single "location": Paragraphs 2.a. and 2.b. of Limits of Insurance (Sec- tion III) apply separately to each of your "locations" owned by or rented to you. "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. INCREASED MEDICAL EXPENSE LIMIT The Medical Expense Limit is amended to $10,000. KNOWLEDGE OF OCCURRENCE The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense Claim Or Suit of COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): Knowledge of an `occurrence", claim or "suit" by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee. UNINTENTIONAL FAILURE TO DISCLOSE ALL HAZARDS The following is added to Paragraph 6. Representa- tions of COMMERCIAL GENERAL LIABILITY CONDI- TIONS (Section IV): If you unintentionally fail to disclose any hazards ex- isting at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. LIBERALIZATION CLAUSE The following paragraph is added to COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): 10. If a revision to this Coverage Part, which would provide more coverage with no additional pre- mium, becomes effective during the policy period in the state shown in the Declarations, your pol- icy will automatically provide this additional cov- erage on the effective date of the revision. Page 4 of 4 COMMERCIAL AUTO CA 71 10 03 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. EXTENDED CANCELLATION CONDITION Paragraph 2.b. of the CANCELLATION Common Policy Condition is replaced by the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. TEMPORARY SUBSTITUTE AUTO — PHYSICAL DAMAGE COVERAGE Under paragraph C. — CERTAIN TRAILERS, MO- BILE EQUIPMENT AND TEMPORARY SUBSTITUTE AUTOS of SECTION I -- COVERED AUTOS, the following is added: If Physical Damage coverage is provided by this Cov- erage Form, then you have coverage for: Any "auto" you do not own while used with the per- mission of its owner as a temporary subst tute a •��•�r��+wl�r v►.l►..I•Jl Ll..1ll.. for iA covered `auto" you own that is out of service be- cause of its breakdown, repair, servicing, "loss" or destruction. BROAD FORM NAMED INSURED SECTION II -- LIABILITY COVERAGE -- A.1. WHO IS AN INSURED provision is amended by the addition of the following: d. Any business entity newly acquired or formed by you during the policy period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisi- tion or formation of the business entity. Coverage under this provision is afforded only until the end of the policy period. CA 71 10 03 07 BLANKET ADDITIONAL INSURED SECTION II -- LIABILITY COVERAGE -- A.1. WHO IS AN INSURED provision is amended by the addition of the following: e. Any person or organization for whom you are re- quired by an "insured contract" to provide insur- ance is an "insured", subject to the following additional provisions: (1) The "insured contract" must be in effect during the policy period shown in the Decla- rations, and must have been executed prior to the "bodily injury" or "property damage". (2) This person or organization is an "insured" only to the extent you are liable due to your ongoing operations for that insured, whether the work is performed by you or for you, and only to the extent you are held liable for an "Arrident" occurring while covered "auto" --•�-• .... �. vvvu� . �I �� while Il�l.f a L�vGI Gl.l Q1..ilV is being driven by you or one of your em- ployees. There is no coverage provided to this person or organization for "bodily injury" to its em- ployees, nor for "property damage" to its property. (4) Coverage for this person or organization shall be limited to the extent of your negli- gence or fault according to the applicable principles of comparative negligence or fault. The defense of any claim or "suit" must be tendered by this person or organization as soon as practicable to all other insurers which potentially provide insurance for such claim or "suit". (3) (5) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 Page 1 of 6 EP (6) The coverage provided will not exceed the lesser of: (a) The coverage and/or limits of this policy; or (b) The coverage and/or limits required by the "insured contract". (7) A person's or organization's status as an "insured" under this subparagraph d ends when your operations for that "insured" are completed. EMPLOYEE AS INSURED Under Paragraph A. of Section II -- LIABILITY COV- ERAGE item f. is added as follows: Your "employee" while using his owned "auto", or an "auto" owned by a member of his or her household, in your business or your personal affairs provided you do not own, hire or borrow that "auto". This coverage is excess to any other collectible insurance coverage. FELLOW EMPLOYEE COVERAGE Exclusion 5. FELLOW EMPLOYEE of SECTION II — LIABILITY COVERAGE — B. EXCLUSIONS is amended by the addition of the following: However, this exclusion does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire, and provided that any coverage under this provision only applies in excess over any other collectible insurance. BLANKET WAIVER OF SUBROGATION We waive the right of recovery we may have for pay- ments made for "bodily injury" or "property damage" on behalf of the persons or organizations added as "insureds" under Section II — LIABILITY COVERAGE — A.1.D. BROAD FORM NAMED INSURED and A.1.e. BLANKET ADDITIONAL INSURED. PHYSICAL DAMAGE — ADDITIONAL TRANS- PORTATION EXPENSE COVERAGE The first sentence of paragraph A.4. of SECTION III PHYSICAL DAMAGE COVERAGE is amended as follows: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. PERSONAL EFFECTS COVERAGE A. SECTION III PHYSICAL DAMAGE COVER- AGE, A.4. COVERAGE EXTENSIONS, is amended by adding the following: c. Personal Effects Coverage For any Owned "auto" that is involved in a covered "loss", we will pay up to $500 for "personal effects" that are lost or damaged as a result of the covered "loss", without applying a deductible. EXTRA EXPENSE — BROADENED COVERAGE Paragraph A. COVERAGE of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add: 5. We will pay for the expense of returning a stolen covered "auto" to you. 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. NEW VEHICLE REPLACEMENT COST Under Paragraph C -- LIMIT OF INSURANCE of Section III — PHYSICAL DAMAGE COVERAGE sec- tion 2 is amended as follows: Page 2 of 6 2. An adjustment for depreciation and physical con- dition will be made in determining actual cash value in the event of a total loss. However, in the event of a total loss to your "new vehicle" to which this coverage applies, as shown in the declarations, we will pay at your option: a. The verifiable "new vehicle" purchase price you paid for your damaged vehicle, not in- cluding any insurance or warranties pur- chased; b. The purchase price, as negotiated by us, of a new vehicle of the same make, model and equipment, not including any furnishings, parts or equipment not installed by the manufacturer or manufacturer's dealership. If the same model is not available pay the purchase price of the most similar model available; c. The market value of your damaged vehicle, not including any furnishings, parts or equip- ment not installed by the manufacturer or manufacturer's dealership. This coverage applies only to a covered "auto" of the private passenger, light truck or medium truck type (20,000 Ibs or Tess gross vehicle weight) and does not apply to initiation or set up costs associated with loans or leases. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COV- ERAGE, if two or more "company" policies or cover- age forms apply to the same accident, the following applies to paragraph D. Deductible: a, If the applicable Business Auto deduct- ible is the smaller (or smallest) deduct- ible it will be waived; or b. If the applicable Business Auto deduct- ible is not the smaller (or smallest) de- ductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Busi- ness Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement "company" means: a. Safeco Insurance Company of America b. American States Insurance Company c. General Insurance Company of America d. American Economy Insurance Company e. First National Insurance Company of America f. American States Insurance Company of Texas g. American States Preferred Insurance Company h. Safeco Insurance Company of Illinois LOAN/LEASE GAP COVERAGE Under paragraph C -- LIMIT OF INSURANCE of SECTION III -- PHYSICAL DAMAGE COVERAGE, the following is added: 4. The most we will pay for a total "loss" in any one "accident" is the greater of the following, subject to a $1,500 maximum limit: CA 71 10 03 07 a. Actual cash value of the damaged or stolen property as of the time of the "loss", less an adjustment for depreciation and physical condition; or b. Balance due under the terms of the loan or lease that the damaged covered "auto" is subject to at the time of the "loss", less any one or all of the following adjustments: (1) Overdue penalties payments "loss". payment and financial associated with those as of the date of the (2) Financial penalties imposed under a lease due to high mileage, exces- sive use or abnormal wear and tear. Costs for extended warranties, Cre- dit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease. (4) Transfer or rollover balances from previous loans or leases. (5) Final payment due under a "Balloon Loan' . (3) (6) The dollar amount of any un-repaired damage that occurred prior to the "total loss' of a covered "auto". (7) Security deposits not refunded by a lessor. (8) All refunds payable or paid to you as a result of the early termination of a lease agreement or any war- ranty or extended service agree- ment on a covered "auto", (9) Any amount representing taxes. (10) Loan or lease termination fees 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. AMENDED DUTIES IN THE EVENT OF ACCI- DENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITION 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 Page 3 of 6 EP "accident" applies only when the "accident" is known to• (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV -- BUSINESS AUTO CONDITIONS -- B.2. is amended by the addition of the following: If you unintentionally fail to disclose any hazards ex- isting at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. HIRED AUTO — LIMITED WORLD WIDE COVER- AGE Under Section IV — Business Conditions, Paragraph B.7.b.e(1) is replaced by the following: (1) The "accident" or "loss" results from the use of an "auto" hired for 30 days or Tess. RESULTANT MENTAL ANGUISH COVERAGE SECTION V — DEFINITIONS — C. is replaced by the following: "Bodily injury" means bodily injury, sickness or dis- ease sustained by a person including mental anguish or death resulting from any of these. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability cov- erage 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. The most we will pay for Toss to any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is smallest, minus a deductible The de- ductible will be equal to the largest deductible appli- cable to any owned "auto" of the private passenger or Tight truck type for that coverage. Hired Auto Phy- sical Damage coverage is excess over any other col- lectible 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. HIRED AUTO PHYSICAL DAMAGE COVERAGE -- LOSS OF USE SECTION III — PHYSICAL DAMAGE A.4.b. Form does not apply. Subject to a maximum of $1,000 per accident, we will cover loss of use of a hired "auto" if it results from an accident, you are legally liable and the lessor in- curs an actual financial Toss. RENTAL REIMBURSEMENT COVERAGE A. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" be- cause of a covered "loss" to a covered "auto". Payment applies in addition to the otherwise ap- plicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: 1. The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you. 2. 30 days. C. Our payment is limited to the lesser of the fol- lowing amounts: 1. Necessary and actual expenses incurred. 2. $50 per day. D. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. E. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not al- ready provided for under the PHYSICAL DAM- AGE COVERAGE Coverage Extension. F. The Rental Reimbursement Coverage described above does not apply to a covered "auto" that is described or designated as a covered "auto" on Page 4 of 6 Rental Reimbursement Coverage Form CA 99 23. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE A. Coverage 1. We will pay with respect to a covered "auto" for "loss" to any electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto". 2. We will pay with respect to a covered "auto" for "loss" to any accessories used with the electronic equipment described in paragraph A.1. above. However, this does not include tapes, records or discs. 3. If Audio, Visual and Data Electronic Equip- ment Coverage form CA 99 60 or CA 99 94 is attached to this policy, then the Audio, Vi- sual and Data Electronic Equipment Cover- age described above does not apply. B. Exclusions The exclusions that apply to PHYSICAL DAM- AGE COVERAGE, except for the exclusion relat- ing to Audio, Visual and Data Electronic Equipment, also apply to this coverage. In addi- tion, the following exclusions apply: We will not pay for either any electronic equip- ment or accessories used with such electronic equipment that is: 1. Necessary for the normal operation of the covered "auto" for the monitoring of the covered "auto's" operating system, or 2. Both: a. an integral part of the same unit housing any sound reproducing equipment de- signed solely for the reproduction of sound if the sound reproducing equipment is permanently installed in the covered "auto"; and b. permanently installed in the opening of the dash or console normally used by CA 71 10 03 07 Page 5 of 6 the manufacturer for the installation of a radio. C. Limit of Insurance With respect to this coverage, the LIMIT OF IN- SURANCE provision of PHYSICAL DAMAGE COVERAGE is replaced by the following: 1. The most we will pay for "loss" to audio, vi- sual or data electronic equipment and any accessories used with this equipment as a result of any one "accident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. c. $1,000. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of the "loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D. Deductible 1. If "loss" to the audio, visual or data elec- tronic equipment or accessories used with this equipment is the result of a "loss" to the covered "auto" under the Business Auto Coverage Form's Comprehensive or Colli- sion Coverage then for each covered "auto" our obligation to pay for, repair, return or re- place damaged or stolen property will be re- duced by the applicable deductible shown in the Declarations. Any Comprehensive Cov- erage deductible shown in the Declarations does not apply to "loss" to audio, visual or data electronic equipment caused by fire or lightning. 2. If "loss" to the audio, visual or data elec- tronic equipment or accessories used with this equipment is the result of a "loss" to the covered "auto" under the Business Auto Coverage Form's Specified Causes of Loss Coverage, then for each covered "auto" our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 3. If "loss" occurs solely to the audio, visual or data electronic equipment or accessories used with this equipment, then for each cov- ered "auto" our obligation to pay for, repair, EP