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HomeMy WebLinkAbout2019-019 20190236 Key Event Services SERVICES AGREEMENT PROVIDER: Key Event Services CITY OF PROVIDER'S CONTACT: Annie Chisholm -AS H LA N D 20 East Main Street ADDRESS: P.O Box 2180 Tualatin, OR 97062 Ashland, Oregon 97520 Telephone: 541/488-5587 PHONE: (503) 639-3344 Fax: 541/488-6006 This Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Key Event Services, a domestic business corporation ("hereinafter "Provider"), for set up and tear down of the Ashland Rotary Centennial Ice Rink tent. 1. PROVIDER'S OBLIGATIONS 1.1 Provide re-installation of the ice rink cover and removal of the ice rink cover as set forth in the "SUPPORTING DOCUMENTS" attached hereto and, by this reference, incorporated herein. Provider expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING DOCUMENTS, and that no waiver or extension of such deadline may be authorized except in the same manner as herein provided for authority to exceed the maximum compensation. The services defined and described in the "SUPPORTING DOCUMENTS" shall hereinafter be collectively referred to as "Work." 1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance of all Work received hereunder, a policy or policies of liability insurance including commercial general liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) per occurrence for Bodily Injury and Property Damage. 1.2.1 The insurance required in this Article shall include the following coverages: • Comprehensive General or Commercial General Liability, including personal injury, contractual liability, and products/completed operations coverage; and • Automobile Liability. 1.2.2 Each policy of such insurance shall be on an "occurrence" and not a "claims made" form, and shall: • Name as additional insured "the City of Ashland, Oregon, its officers, agents and employees" with respect to claims arising out of the provision of Work under this Agreement; • Apply to each named and additional named insured as though a separate policy had been issued to each, provided that the policy limits shall not be increased thereby; • Apply as primary coverage for each additional named insured except to the extent that two or more such policies are intended to "layer" coverage and, taken together, they provide total coverage from the first dollar of liability; • Provider shall immediately notify the City of any change in insurance coverage • Provider shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and • Be evidenced by a certificate or certificates of such insurance approved by the City. Page 1 of 5: Agreement between the City of Ashland and Key Event Services 1.3 Provider shall, at its own expense, maintain Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide workers' compensation coverage for all of its subject workers. 1.4 Provider agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of this Agreement when employed by Provider. Provider agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Provider agrees not to discriminate against a disadvantaged business enterprise, minority-owned business, woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.I 10. 1.5 In all solicitations either by competitive bidding or negotiation made by Provider for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws. 1.6 Living Wage Requirements: If the amount of this Agreement is $21,127.46 or more, Provider is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter, to all employees performing Work under this Agreement and to any Subcontractor who performs 50% or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as "Exhibit A" predominantly in areas where it will be seen by all employees. 2. CITY'S OBLIGATIONS 2.1 City shall pay Provider the sum of $24,929 as provided herein as full compensation for the Work as specified in the SUPPORTING DOCUMENTS. 2.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of $25,000 without express, written approval from the City official whose signature appears below, or such official's successor in office. Provider expressly acknowledges that no other person has authority to order or authorize additional Work which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further acknowledges that any Work delivered or expenses incurred without authorization as provided herein is done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement. 3. GENERAL PROVISIONS 3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from Provider and is free to procure similar types of goods and services from other providers in its sole discretion. 3.2 Provider is an independent contractor and not an employee or agent of the City for any purpose. 3.3 Provider is not entitled to, and expressly waives all claims to City benefits such as health and disability insurance, paid leave, and retirement. 3.4 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof. It supersedes all prior agreements, negotiations, and representations between the parties, whether written or oral. Page 2 of 5: Agreement between the City of Ashland and Key Event Services 3.5 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. 3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 27913.220, 27913.230 and 27913.235. 3.7 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue. 3.8 Provider shall defend, save, hold harmless and indemnify the City and its officers, employees and agents from and against any and all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature resulting from, arising out of, or relating to the activities of Provider or its officers, employees, contractors, or agents under this Agreement. 3.9 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or the other's officers, employees or agents. 3.10 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement. 4. SUPPORTING DOCUMENTS The following documents are, by this reference, expressly incorporated in this Agreement, and are collectively referred to in this Agreement as the "SUPPORTING DOCUMENTS:" • The City's written Special Procurement, approved by Council on 12-2-14 • The Provider's complete written offer to supply dated 9-26-18 5. REMEDIES 5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including, but not limited to: 5. 1.1 Termination of this Agreement; 5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively; 5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief, 5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent, and City may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Provider exceed the amount due, Provider shall pay immediately any excess to City upon written demand provided. Page 3 of 5: Agreement between the City of Ashland and Key Event Services 6. TERM AND TERMINATION 6.1 Term This Agreement shall be effective from the date of execution on behalf of the City as set forth below (the "Effective Date"), and shall continue in full force and effect until March 31, 2019 unless sooner terminated as provided in Subsection 6.2. 6.2 Termination 6.2.1 The City and Provider may terminate this Agreement by mutual agreement at any time. 6.2.2 The City may, upon not less than thirty (30) days' prior written notice, terminate this Agreement for any reason deemed appropriate in its sole discretion. 6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen (14) days' prior written notice if the cause is not cured within that fourteen (14) day period after written notice. Such termination is in addition to and not in lieu of any other remedy at law or equity. 7. NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the address set forth below: If to the City: City of Ashland - Ashland Parks and Recreation Commission Attn: Rachel Dials 20 E. Main Street Ashland, Oregon 97520 Phone: (541) 552-2260 With a copy to: City of Ashland - Legal Department 20 E. Main Street Ashland, OR 97520 Phone: (541) 488-5350 If to Provider: Key Event Services Attn: Annie Chisholm P.O. Box 2180 Tualatin, OR 97062 Phone: (503) 639-3344 8. WAIVER OF BREACH One or more waivers or failures to object by either party to the other's breach of any provision, term, condition, or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach, whether or not of the same nature. 9. PROVIDER'S COMPLIANCE WITH TAX LAWS 9.1 Provider represents and warrants to the City that: 9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply with: Page 4 of 5: Agreement between the City of Ashland and Key Event Services I (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.1.2 Provider, for a period of no fewer than six (6) calendar years preceding the Effective Date of this Agreement, has faithfully, complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further, any violation of Provider's warranty, as set forth in this Article 9, shall constitute a material breach of this Agreement. Any material breach of this Agreement shall entitle the City to terminate this Agreement and to seek damages and any other relief available under this Agreement, at law, or in equity. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND: Key Event Services (PROVIDER): C By: h4-111~ By: H1a rc ; ( l1,t41,UId-y1 - Signa Signature ~A~ A., rld1~~ d1i5 k61tM Printed Name Printed Name Title Title WWI Date Date (W-9 is to be submitted with this signed Agreement) Purchase Order No. Page 5 of 5: Agreement between the City of Ashland and Key Event Services Key Event Services KEY EVENT SERVICES OFFER TO SUPPLY TO: Ashland Parks 8 Rec CLIENT PHONE: (541) 552-2252 FAX: ATTN: Rachel Dials 20 East Main St KMR would be pleased to supply the following Ashland, Oregon 97520 goods/services according to the quantities and terns outlined below. Please indicate any changes and/or approval and return to Key Manufacturing and Rental, inc. RE: 2018 Fall Re-Installation of Ice Rink Cover KEY REP: Annie Chisholm QUANTITY TOTAL Transportation $ 1,500.00 $ (6) Key men on site 20 hours $ 5,132.00 6) Key men travel 10 hours $ 3,070.00 Lodging / Per Diem $ 1,250.00 Equipment Rentals (forklift etc) $ 1,600.00 $ $ Install week of 10/29 or 11/5 2018 $ $ Quote does not include additional charges for problems that $ may arise at job site dude installation $ r $ DUE $ 12,552.00 ALL MERCHANDISE F.O.B. 50 o non-refundable deposit due by 10/10/18 OFFER VALID 30 DAYS ~~balance due w/ invoice - 10 days THANK YOU FOR THE OPPORTUNITY TO SERVE YOU r__71 FOR KEY MANUFACTURING & RENTALS, INC DATE OFFER ACCEPTED BY DATE A Complete Concept in Event Services Mail: Physical: P.O. Box 2180 Ph (503) 639-3344 20850 SW 115`h Ave. Tualatin, OR 97062 www.keymanufacturing.com Tualatin, OR 97062 Key Event Services KIEL IVot senr EVENT SERVICES OFFER TO SUPPLY TO: Ashland Parks & Rec CLIENT PHONE: (541) 552-2252 ATTN: Rachel Dials FAX: 20 East Main St KMR would be pleased to supply the following Ashland, Oregon 97520 goods/services according to the quantities and terms outlined below. Please indicate any changes and/or approval and return to Key Manufacturing and Rental, Inc. RE: 2019 Spring Removal of Ice Rink Cover KEY REP: Annie Chisholm QUANTITY TOTAL Transportation $ 1,325.00 (6) Key men on site 20 hours $ 5,132.00 (6 Ke menu travel I'M 10 hours $ 3,070.00 Lodging / Per diem $ 1,250.00 Equipment Rentals forklift etc $ 1,600.00 $ Quote does not include fabric cleaning or repairs $ Cleaning & repairs to be billed separately $ repairs billed at $83.00/hr $ cleaning billed at $48.25/hr $ Seasonal storage of fabric Key to be billed with cleaning & repairs $ $ DUE $ 12,377.00 ALL MERCHANDISE F.O.B. 509, due by 311/19" OFFER VALID 30 DAYS balance due w/ Invoice • 10 days THANK YOU FOR THE OPPORTUNITY TO SERVE YOU Aft4A;W ca ualk GIZi,I(T FOR KEY MANUFACTURING & RENTALS, INC DATE OFFER ACCEPTED BY DATE A Complete Concept in Event Services Mail: Physical: P.O. Box 2180 Ph (503) 639-3344 20850 SW 115" Ave. Tualatin, OR 97062 www.keymanufacturing.com Tualatin, OR 97062 ti Purchase Order 0 Fiscal Year 2019 Page: 1 of: 1 $ RE GFEP,z . FHIS PO 1=d'UNISE MUSTAPPE R N ACS. B Ashland Parks Commission i IN\,'QaGES' A rt SHIPP1NC-DO-UMENTS I ATTN: Accounts Payable LPurchase --~v L 20 E. Main Ashland, 2019023OR 97520 Order # T Phone: 541/552-2010 O Email: payable@ashland.or.us V H C/O Recreation Division (Grove E KEY EVENT SERVICES 1 1195 East Main Street N PO BOX 2180 P Ashland, OR 97520 D TUALATIN, OR 97062 Phone: 541/488-5340 O T Fax: 541/488-5314 R O a nom. vrfax - - - 503 639-3344 Rachel Dials 10 1 MW 10/03/2018 1952 FOB ASHLAND OR/NET30 Parks Accounts Pa able _ _ = - _ff ~d=== Ice Rink Tent Structure 1 Fall Install 1 $12,552.0000 $12,552.00 Project Account: E-000007-999 $6,276.00 Project Account: E-000007-999 $6,276.00 2 2019 Removal 1 $12,377.0000 $12,377.00 2018 / 2019 Install and Tear Down of Ice Rink Tent Structure Services Agreement Completion date: 03/31/2019 Project Account: E-000007-999 $6,188.50 Project Account: E-000007-999 $6,188.50 GL SUMMARY 121200 - 604100 $12,464.50 125302 - 604100 $12,464.50 l By _ Date: Jim A~I6rized Signature $24,929.00 FORM#3 CITY OF -ASHLAND REQUISITION Date of request: i~ Vendor Name Address, City, State, Zip V. 01. 0 ) { n ~WZ Contact Name ~)M Telephone Number 33 4 vi Email address SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Invitation to Bid ❑ Emergency ❑ Reason for exemption: Date approved by Council: ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 -(Attach copy of council communication) ❑ Written quote or proposal attached ❑ Written uote or ro osal attached If council a roval required, attach co of CC ❑ Small Procurement ❑ Request for Proposal Cooperative Procurement Not exceeding $5,000 Dale approved by Council: F-1 State of Oregon El Direct Award (Attach copy of council communication- Contract # El Verbal/Written quote(s) or proposal(s) F1 Request for Qualifications (Public Works) ❑ State of Washington Intermediate Procurement Date approved by Council: Contract # GOODS & SERVICES (Attach copy of council communication) El Other government agency contract Greater than $5,000 and less than $100,000 E] Sole Source Agency El (3) Written quotes and solicitation attached Contract # El Applicable Form (#5,6, 7 or 8) PERSONAL SERVICES Intergovernmental Agreement El Written quote or proposal attached Form Greater than $5,000 and less than $75,000 El Form #4, Personal Services >$5K & <$75K Agency El Direct appointment not to exceed $35,000 Special Procurement El Annual cost to City does not exceed $25,000, ❑(3) Written proposals/written solicitation Agreement approved by Legal and approved/signed by F] Form #4, Personal Services >$5K & <$75K Form #9, Request for Approval City Administrator. AMC 2.50,070(4) f~( Written quote or proposal attachedJ bate approved b Council: l `"I E] Annual cost to City exceeds $25,000, Council Valid until: Q, -5t O 1 (Date) approval required, (Attach copy of council communication) Description of SERVICES Total Cost Zo\I~ 101 Ur\SJt't d f Teca- 1-1) L'-N 0 IL, irz.iC ~Jo + kD J}71LA Lk tr-e-- Item # Quantity Unit Description of MATERIALS Unit Price Total Cost Per attached quotelproposal TOTAL COST Expenditure must be charged to the appropriate account numbers forthe financials to reflect the aqua? expendkures accurately. 2 Project Number- - - - - - - Account Number Q1 $ L1, 9 . Project Number- - - ' - - - Account Number t? .-V L - (00L O V? Z, V U 1.4, SZ3 Project Number Account Number IT Director ?requ, lab anon with department to approve all hardware and software nrlrchacec By signing thi sitio n orm, I ce ' fh the Cit ' ublic contracting re uirem ave t r Director D to u -Yes I No Y P 9 been satisfipd. Employee: Dep ent Head: (EquaTtoto or greater than $5,000) Department Manager/Supervisor: City Admini4tra-for: (Equal to or greater than $25100} Funds appropriated for current fiscal yea .I NO Finance Dir t)t "(Equal to or greater than $5,000) Date Comments: KEYMANU-01 BRANDI ,acoRO CERTIFICATE OF LIABILITY INSURANCE DA10117/22 Y018 10/178 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(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 C TACT Hagan Hamilton Insurance PHONE FAX PO Box 647 Arc, rve, Eat : (503) 536-0455 ac, No h Mcminnvllle, OR 97128 E- AIL RESS- INSURER B AFFORDING COVERAGE NAIC d INSURER A: EMC Insurance Companies 25186 INSURED - INSURER B:SAIF 36196 Key Manufacturing a Rentals, Inc. INSURER C: 20850 SW 115th Ave. #190 INSURER D: Tualatin, OR 97062 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADOLSUBR POLICY NUMBER POLICY EFF POLICY UP LIMITS -LI13- N-91) We A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 CLAIMS-MADE [X OCCUR X X 5X79810 0410112018 0410112019 DAMAGETORENTED 500,000 MED UP An one person) 10'000 PERSONAL B ADV INJURY 1'000'000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000 X POLICY 0 PROECT - ~ LOC 2,000,000 J PRODUCTS - COMP/OPAGG OTHER' EPLI $ 100,000 A AUTOMOBILELIABILITY COMBINED SINGLE LIMIT 1,000,000 X ANYAUTO 5X79810 0410112016 0410112019 BODILY INJURY Pef ..on OWNED SCHEDULED AUTOS ONLY AUOoTNNOSWWNNEEpp BODILY INJURY Per accident AUTOS ONLY AUTO-sT dtar a ml AMAGE $ A X UMBRELLA LIAB OCCUR EACH OCCURRENCE 4'000'000 EXCESS UAB CI-AIMS-MADE 5X79810 0410112018 04101/2019 AGGREGATE DED X RETENTIONS 10,000 B WORKERS COMPENSATION PER OTH-STATUTE AND EMPLOYERS' LIABILITY Y 854251 0910112018 0910112019 500,000 ANY PROPRIIETORIPARTNERIEXECUTIVE ❑ E.L. EACH ACCIDENT W.FirEory In NHj EXCLUDED? NIA 500,000 E.L. DISEASE - EA EMPLOYEE $ Use. describe under 500,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT DESCRIPnONOFOPERATIONSILOCAnONSIVEHICLES (ACORD 101, Additional Remarks Schedule meybaaeachedifmoraepacelsreculmd) City of Ashland, Oregon and its elected officials, officers and employee are additional Insured with primary and non-contributory coverage including a Waiver of Subrogation per forms CG7578. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 E Main St Ashland, OR 97520 AUTHORIZED REPRESENTATNE , ( ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ELITE EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended to include the following clarifications and extensions of coverage. The provisions of the Coverage Form apply unless modified by endorsement. A. EXPECTED OR INTENDED INJURY The aggregate limit listed above is the most we will Section I - Coverage A, Exclusion a. is amended pay for all damages because of "property damage" as follows: to property in the care custody and control of or property loaned to an insured during the policy a. "Bodily injury" or "property damage" expected period. or intended from the standpoint of an insured. This exclusion does not apply to "bodily injury" Any payment we make for damages because of or "property damage" resulting from the use of "property damage" to property in the care, custody reasonable force to protect persons or property. and control of or property loaned to an insured will apply against the General Aggregate Limit shown in B. NON-OWNED WATERCRAFT the declarations. Section I - Coverage A, Exclusion g.(2) is b. Our obligation to pay damages on your behalf amended as follows: applies only to the amount of damages in (2) A watercraft you do not own that is: excess of the deductible amount listed above. (a) Less than 60 feet long; and We may pay any part or all of the deductible amount listed above. We may pay any part or (b) Not being used to carry person(s) or all of the deductible amount to effect settlement property for a charge; of any claim or "suit" and upon notification by C. EXTENDED PROPERTY DAMAGE COVERAGE us, you will promptly reimburse us for that part Section I - Coverage A, Exclusions j.(3) and (4) is of the deductible we paid. amended to add the following: c. If two or more coverages apply under one Paragraphs (3) and (4) of this exclusion do not "occurrence", only the highest per claim apply to tools or equipment loaned to you, provided deductible applicable to these coverages will they are not being used to perform operations at apply. the time of loss. d. Insurance provided by this provision is excess over any other insurance, whether primary, SCHEDULE excess, contingent or any other basis. Since Limits Of Insurance Deductible insurance provided by this endorsement is excess, we will have no duty to defend any $5,000 Each Occurrence $250 Per Claim claim or "suit" to which insurance provided by $10,000 Annual Aggregate this endorsement applies if any other insurer has a duty to defend such a claim or "suit". If a. The each occurrence limit listed above is the no other insurer defends, we will undertake to most we will pay for all damages because of do so, but we will be entitled to the insured's "property damage" to property in the care, rights against all those other insurers. custody and control of or property loaned to an D. PROPERTY DAMAGE - ELEVATORS insured as the result of any one "occurrence", regardless of the number of: Section I - Coverage A.2. Exclusions paragraphs (1) insureds; j•(3), j.(4), j.(6) and k. do not apply to use of elevators. This insurance afforded by this provision (2) claims made or "suits" brought; is excess over any valid and collectible property (3) persons or organizations making claims or insurance (including any deductible) available to bringing "suits". the insured and Section IV - Commercial General Liability Conditions Paragraph 4. Other Insurance is changed accordingly. CG7578(6-17) Includes copyrighted material of ISO Properties, Inc, with its permission. Page 1 of 6 E. FIRE, LIGHTNING OR EXPLOSION DAMAGE a. Currently in effect or becomes effective Except where it is used in the term "hostile fire", the during the policy period; and word fire includes fire, lightning or explosion wherever b. Executed prior to an "occurrence" or it appears in the Coverage Form, offense to which this insurance would Under Section I - Coverage A, the last paragraph apply. (afterthe exclusions) is replaced with the following: However, the insurance afforded to such Exclusions c. through n. do not apply to damage by additional insured: fire, smoke or leakage from automatic fire protection a. Only applies to the extent permitted by law; systems to premises while rented to you or and temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this b. Will not be broader than that which you are coverage as described in Section III - Limits of required by the contract or agreement to Insurance. provide for such additional insured; and F. MEDICAL PAYMENTS c. Applies only if the person or organization is not specifically named as an additional If Section I - Coverage C. Medical Payments insured under any other provision of, or Coverage is not otherwise excluded from this endorsement added to, Section 11 - Who Coverage Form: Is An Insured of this policy. The requirement, in the Insuring Agreement of 2. As provided herein, the insurance coverage Coverage C., that expenses must be incurred and provided to such additional insureds is limited reported to us within one year of the accident date is to: changed to three years. G. SUPPLEMENTARY PAYMENTS a. Any Controlling Interest, but only with respect to their liability arising out of their Supplementary Payments - Coverages A and B financial control of you; or premises they Paragraphs 1.b. and 1.d. are replaced by the own, maintain, or control while you lease or following: occupy these premises. 1.b.Up to $5,000 for cost of bail bonds required This insurance does not apply to structural because of accidents or traffic law violations alterations, new construction and arising out of the use of any vehicle to which the demolition operations performed by or for Bodily Injury Liability Coverage applies. We do that person or organization. not have to furnish these bonds. b. Any architect, engineer, or surveyor 1.d.All reasonable expenses incurred by the insured engaged by you but only with respect to at our request to assist us in the investigation or liability for "bodily injury", "property defense of the claim or "suit", including actual damage" or "personal and advertising loss of earnings up to $500 a day because of injury" caused, in whole or in part, by your time off from work. acts or omissions or the acts or omissions H. SUBSIDIARIES AS INSUREDS of those acting on your behalf: Section 11 - Who Is An Insured is amended to add (1) In connection with your premises; or the following: (2) In the performance of your ongoing 11 Any legally incorporated subsidiary in which you operations. Own more than 50% of the voting stock on the With respect to the insurance afforded to effective date of this policy. However, insured these additional insureds, the following does not include any subsidiary that is an insured additional exclusion applies: under any other general liability policy, or would have been an insured under such a policy but for This insurance does not apply to "bodily termination of that policy or the exhaustion of that injury", "property damage" or "personal and policy's limits of liability. advertising injury" arising out of the 1. BLANKET ADDITIONAL INSUREDS - AS rendering of or the failure to render any REQUIRED BY CONTRACT professional services by or for you, including: 1. Section II - Who Is An Insured is amended to (1) The preparing, approving, or failing to include as an additional insured any person(s) or prepare or approve, maps, shop organization(s) subject to provisions in Paragraph drawings, opinions, reports, surveys, 2. below, (hereinafter referred to as additional field orders, change orders or drawings insured) when you and such person(s) or and specifications; or organization(s) have agreed in a written contract or written agreement that such person(s) or (2) Supervisory, inspection, architectural or organization(s) be added as an additional insured engineering activities. on your policy provided that the written contract or agreement is: CG7578(6-17) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 2 of 6 This exclusion applies even if the claims This insurance does not apply to: against any insured allege negligence or (a) "Bodily injury", "property damage" or other wrongdoing in the supervision, hiring, "personal and advertising injury" employment, training or monitoring of arising out of operations performed others by that insured, if the "occurrence" for the federal government, state or which caused the "bodily injury" or municipality; or "property damage", or the offense which caused the "personal and advertising (b) "Bodily injury" or "property damage" injury", involved the rendering of or the included within the "products- failure to render any professional services completed operations hazard". by or for you. e. Any vendor, but only with respect to "bodily c. Any manager or lessor of a premises injury" or "property damage" arising out of leased to you, but only with respect to "your products" which are distributed or sold liability arising out of the ownership, in the regular course of the vendor's maintenance or use of that part of a business. premises leased to you, subject to the With respect to the insurance afforded to following additional exclusions: these vendors, the following additional This insurance does not apply to: exclusions apply: (1) Any "occurrence" which takes place (1) The insurance afforded any vendor does after you cease to be a tenant in that not apply to: premises. (a) "Bodily injury" or "property damage" (2) Structural alterations, new construction for which any vendor is obligated to or demolition operations performed by pay damages by reason of the or on behalf of such additional insured. assumption of liability in a contract or d. Any state or governmental agency or agreement. This exclusion does not apply to liability for damages that any subdivision or political subdivision, subject to vendor would have in the absence of the following: the contract or agreement; (1) This insurance applies only with respect (b) Any express warranty unauthorized to the following hazards for which any by you; state or governmental agency or subdivision or political subdivision has (c) Any physical or chemical change in issued a permit or authorization in the product made intentionally by connection with premises you own, rent any vendor; or control and to which this insurance (d) Repackaging, except when applies: unpacked solely for the purpose of (a) The existence, maintenance, repair, inspection, demonstration, testing, construction, erection or removal of or the substitution of parts under advertising signs, awnings, instructions from the manufacturer, canopies, cellar entrances, coal and then repackaged in the original holes, driveways, manholes, container; marquees, hoist away openings, (e) Any failure to make such sidewalk vaults, street banners or inspections, adjustments, tests or decorations and similar exposures; servicing as any vendor has or agreed to make or normally (b) The construction, erection or undertakes to make in the usual removal of elevators; or course of business, in connection (c) The ownership, maintenance or use with the distribution or sale of the products; of any elevators covered by this insurance. (f) Demonstration, installation, (2) This insurance applies only with respect servicing or repair operations, to operations performed by you or on except such operations performed at any vendor's premises in your behalf for which any state or connection with the sale of the governmental agency or subdivision or product; political subdivision has issued a permit or authorization. (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for any vendor; or CG7578(6-17) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 3 of 6 (h) "Bodily injury" or "property A person's or organization's status as an damage" arising out of the sole additional insured under this endorsement negligence of any vendor for its ends when their contract or agreement with own acts or omissions or those of you for such leased equipment ends. its employees or anyone else With respect to the insurance afforded to acting on its behalf. However, this these additional insureds, this insurance exclusion does not apply to: does not apply to any "occurrence" which (i) The exceptions contained in takes place after the equipment lease Subparagraphs (d) or (f); or expires. (ii) Such inspections, adjustments, i. Any Owners, Lessees, or Contractors for tests or servicing as any whom you are performing operations, but vendor has agreed to make or only with respect to liability for "bodily normally undertakes to make in injury", "property damage" or "personal and the usual course of business, advertising injury" caused, in whole or in in connection with the part, by: distribution or sale of the (1) Your acts or omissions; or products. ~ (2) This insurance does not apply to any (2) The acts omissions of those acting person or organization, from on your behalf- insured whom you have acquired such in the performance of your ongoing products, or any ingredient, part or operations for the additional insured. container, entering into, accompanying A person's or organization's status as an or containing such products. additional insured under this endorsement If. Any Mortgagee, Assignee Or Receiver, but ends when your operations for that only with respect to their liability as additional insured are completed. mortgagee, assignee, or receiver and With respect to the insurance afforded to arising out of the ownership, maintenance, these additional insureds, the following or use of the premises by you. additional exclusions apply: This insurance does not apply to structural This insurance does not apply to: alterations, new construction and demolition operations performed by or for (1) "Bodily injury", "property damage" or that person or organization. "personal and advertising injury" arising g. Any Owners Or Other Interests From out of the rendering of, or the failure to Whom Land Has Been Leased, but only render, any professional architectural, with respect to liability arising out of the engineering or surveying services, ownership, maintenance or use of that part including: of the land leased to you. (a) The preparing, approving, or failing With respect to the insurance afforded to to prepare or approve, maps, shop these additional insureds, the following drawings, opinions, reports, surveys, field orders, change additional exclusions apply: orders or drawings and (1) This insurance does not apply to: specifications; or (a) Any "occurrence" which takes (b) Supervisory, inspection, place after you cease to lease that architectural or engineering land; or activities. (b) Structural alterations, new This exclusion applies even if the claims construction or demolition against any insured allege negligence or operations performed by or on other wrongdoing in the supervision, hiring, behalf of such additional insured. employment, training or monitoring of h. Any person or organization from whom you others by that insured, if the "occurrence" lease equipment, but only with respect to which caused the "bodily injury" or liability for "bodily injury", "property "property damage", or the offense which damage" or "personal and advertising caused the "personal and advertising injury" caused, in whole or in part by your injury", involved the rendering of or the maintenance, operation or use of failure to render any professional equipment leased to you by such person(s) architectural, engineering or surveying or organization(s). services. (2) "Bodily injury" or "property damage" occurring after: CG7578(6-17) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 4 of 6 (a) All work, including materials, parts This endorsement shall not increase the or equipment furnished in applicable Limits of Insurance shown in the connection with such work, on the Declarations. project (other than service, J. COVERAGE FOR INJURY TO CO-EMPLOYEES maintenance or repairs) to be AND/OR YOUR OTHER VOLUNTEER WORKERS performed by or on behalf of the additional insured(s) at the location Section II -Who is an Insured, Paragraph 2.a. (1) is of the covered operations has been amended to add the following: completed; or e. Paragraphs (a), (b), and (c) do not apply to your (b) That portion of "your work" out of "employees" or "volunteer workers" with respect which the injury or damage arises to "bodily injury" to a co-"employee" or other has been put to its intended use by "volunteer worker". any person or organization other Damages owed to an injured co-"employee" or than another contractor or "volunteer worker" will be reduced by any subcontractor engaged in amount paid or available to the injured co- performing operations for a "employee" or "volunteer worker" under any principal as a part of the same other valid and collectible insurance. project. K. HEALTH CARE SERVICE PROFESSIONALS AS j. Any Grantor of Licenses to you, but only INSUREDS - INCIDENTAL MALPRACTICE with respect to their liability as grantor of Section 11 - Who is an Insured, Paragraph 2.a. (1) licenses to you. (d) is amended as follows: Their status as additional insured under This provision does not apply to Nurses, Emergency this endorsement ends when: Medical Technicians, or Paramedics who provide 1. The license granted to you by such professional health care services on your behalf. person(s) or organization(s) expires; or However this exception does not apply if you are in 2. Your license is terminated or revoked the business or occupation of providing any such by such person(s) or organization(s) professional services. prior to expiration of the license as L. NEWLY FORMED OR ACQUIRED stipulated by the contract or ORGANIZATIONS agreement. k. Any Grantor of Franchise, but only with Section II - Who Is An Insured, Paragraph 3.a. is respect to their liability as grantor of a replaced by the following: franchise to you. 3.a. Coverage under this provision is afforded until 1. Any Co-owner of Insured Premises, but the end of the policy period. only with respect to their liability as co- This provision does not apply if newly formed or owner of any insured premises. acquired organizations coverage is excluded either by m. Any Concessionaires Trading Under Your the provisions of the Coverage Form or by Name, but only with respect to their liability endorsements. as a concessionaire trading under your M. DAMAGE TO PREMISES RENTED TO YOU name. Section III - Limits of Insurance, Paragraph 6. is 3. Any insurance provided to any additional replaced by the following: insured does not apply to "bodily injury", Subject to 5.a. above, the Damage To Premises "property damage" or "personal and advertising Rented To You Limit, or $500,000, whichever is injury" arising out of the sole negligence or higher, is the most we will pay under Coverage A for willful misconduct of the additional insured or its damages because of "property damage" to any one agents, "employees" or any other premises, while rented to you, or in the case of representative of the additional insured. damage by fire, smoke or leakage from automatic 4. With respect to the insurance afforded to these protection systems, while rented to you or temporarily additional insureds, the following is added to occupied by you with permission of the owner. Section 111 - Limits of Insurance: N. MEDICAL PAYMENTS -INCREASED LIMITS If coverage provided to any additional insured Section III - Limits of Insurance, Paragraph 7. is is required by a contract or agreement, the replaced by the following: most we will pay on behalf of the additional 7. Subject to Paragraph 5. above, $10,000 is the insured is the amount of insurance: Medical Expense Limit we will pay under a. Required by the contract or agreement; or Coverage C for all medical expenses because of b. Available under the applicable Limits of "bodily injury" sustained by any one person, Insurance shown in the Declarations; unless the amount shown on the Declarations of whichever is less. this Coverage Part for Medical Expense Limit states: CG7578(6-17) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 5 of 6 (a) No Coverage; or (2) You have agreed in writing in a contract or (b) $1,000; or agreement that this insurance would be primary and would not seek contribution from any other (c) $5,000; or insurance available to the additional insured. (d) A limit higher than $10,000. However, if the additional insured has been 0. DUTIES IN THE EVENT OF OCCURRENCE, added as an additional insured on other OFFENSE, CLAIM OR SUIT policies, whether primary, excess, contingent or on any other basis, this insurance is excess Section IV - Commercial General Liability over any other insurance regardless of the Conditions Paragraph 2. is amended to add the written agreement between you and an following: additional insured. e. The requirement in Condition 2.a. that you must Q. UNINTENTIONAL FAILURE TO DISCLOSE see to it that we are notified as soon as EXPOSURES practicable of an "occurrence" or an offense Section IV - Commercial General Liability which may result in a claim, applies only when Conditions Paragraph 6. Representations is the "occurrence" or offense is known to: amended to add the following: (1) You, if you are an individual or a limited If you unintentionally fail to disclose any exposures liability company; existing at the inception date of your policy, we will not (2) A partner, if you are a partnership; deny coverage under the Coverage Form solely (3) A member or manager, if you are a limited because of such failure to disclose. However, this liability company; provision does not affect our right to collect additional premium or exercise our right of cancellation or non- (4) An "executive officer" or insurance renewal. manager, if you are a corporation; or This provision does not apply to any known injury (5) A trustee, if you are a trust. or damage which is excluded under any other f. The requirement in Condition 2.b. that you provision of this policy. must see to it that we receive notice of a claim R. WAIVER OF TRANSFER OF RIGHTS OF or "suit" as soon as practicable will not be RECOVERY AGAINST OTHERS TO US considered breached unless the breach occurs after such claim or "suit" is known to: Section IV - Commercial General Liability (1) You, if you are an individual or a limited Condition Paragraph 8. Transfer Of Rights Of liability company; Recovery Against Others To Us is amended to add the following: (2) A partner, if you are a partnership; We waive any right of recovery we may have (3) A member or manager, if you are a limited against any person or organization against whom liability company; you have agreed to waive such right of recovery in (4) An "executive officer" or insurance a written contract or agreement because of manager, if you are a corporation; or payments we make for injury or damage arising out (5) A trustee, if you are a trust. of your ongoing operations or "your work" done P. PRIMARY AND NONCONTRIBUTORY - under a contract with that person or organization ADDITIONAL INSURED EXTENSION and included in the "products completed operations hazard". Section IV - Commercial General Liability S. MENTAL ANGUISH Conditions Paragraph 4. Other Insurance is amended to add the following: Section V - Definition 3. is replaced by the following: This insurance is primary to and will not seek "Bodily injury" means bodily injury, sickness or contribution from any other insurance available to disease sustained by a person, including mental an additional insured under your policy provided anguish or death resulting from bodily injury, that: sickness or disease. (1) The additional insured is a Named Insured T. LIBERALIZATION under such other insurance; and If we revise this endorsement to provide greater coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. -17) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 6 of 6