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HomeMy WebLinkAbout2019-026 20190325-Rogue Mechanical Insulation SERVICES AGREEMENT PROVIDER: Rogue Mechanical Insulation. Inc. C I T Y OF PROVIDER'S CONTACT: John Wencl -ASHLAND 20 East Main Street ADDRESS: 6030 Crater Lake Ave. Ashland, Oregon 97520 Central Point, OR 97502 Telephone: 541/488-5587 Fax: 541/488-6006 PHONE: 541-826-1717 This Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland. an Oregon municipal corpora:io.i (hereinaiLei "City") and Rogue Mechamcal Insulation, inc, a domestic business corporation ("hereinafter "Provider"), to provide insulation of piping at the wastewater treatment facility. 1. PROVIDER'S OBLIGATIONS 1.1 Provide insulation of piping at the wastewater treatment facility 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 Autornobiie 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 coN erage 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 Rogue Mechanical Insulation Inc. 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.110. 1.5 In all solicitations either by competitive bidding or negotiation made by Provider for work to be performed under a subcontract, includinf> 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 $4,185.00 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 $4,185.00 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 Rogue Mechanical Insulation Inc. -ni ALL.. (r _ 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, 279B.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 Citv 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 Provider's complete written Scope of Work dated 12/10/2018. 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 Rogue Mechanical Insulation Inc. i 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 01/31/2019, 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 .,.....a. Whenever notic:', is req, tired or permitted to 1- given under this Agreement. such notice shall }•e given in writing to the other party by personal delivery, by sending via a reputable commercial ovemight 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 - Wastewater Treatment Plant Attn: Dave Gies 20 E. Main Street Ashland, Oregon 97520 Phone: (541) 488-5348 With a copy to: City of Ashland - Legal Department 20 E. Main Street Ashland, OR 97520 Phone: (541) 488-5350 If to Provider: RoLy ue Mechanical Insulation Inc. Attn: John Wencl 6030 Crater Lake Ave. Central Point, OR 97502 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, inchding any extensions hereof, comply 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; Page 4 of 5: Agreement between the City of Ashland and Rogue Mechanical Insulation Inc. ~ . i (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 3 16, 31 and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and 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 At (icie 9, shaii 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: ROG 1 CH NICAL INSULATION PROVIDER): By. By: Signa Sign~aturle Printed Name Printed Name Title Title 0-4 4u t 7 /1 /1 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 Rogue Mechanical Insulation Inc. I Phone: 541-826-1717 Rogue Mechanical Insulation, Inc. 6030 Crater Lake Ave. Fax: 541-826- 9779 CCB#148896 Central Point, Oregon 97502 December 10, 2018 Ashland AIVI`P 1295 Oak Sr Ashland. OR 971520 Attn: Rill niemer Reference- Insulate piping at. the Waste Water Treatment Facility in Ashland, OR. Rome Mechanical Insulation, Inc Proposal # 1218-5 Bill, We are pleased to proNide all materials, labor, tools, equipment, taxes and insurance to provide the thermal insulation for the referenced subject per the job walk we took and the following. SCOPE OF WORK - • Insulate 8" and 4" piping with 4 inches of fiberglass insulation with factory applied ASJ vapor barrier and jacket with .016 SE aluminum jacketing. Price: $2,990.00 • Fabricate and install removable pads on (2) large valves and (1) on 4" check valve Price: $1,195.00 Exclusions: Shift/Overtime work, labeling Sincerely, John Wencl Cell: 541-261-3637 John _y rog Business Registry Business Name Search Page 1 of 3 Business Registry Business Name Search New Search Business Entity Data 12-115:11-20018 Entity Entity Registry Next Renewal Registry Nbr Type Status Jurisdiction Date Renewal Due? Date 031675-90 DBC ACT OREGON 07-24-2001 07-24-2019 Entity Name ROGUE MECHANICAL INSULATION, INC. Foreign Name 7~ New Search Associated Names Type PPB RINCIPAL PLACE OF [BUSINESS Addr 1 6030 CRATER LAKE AVE Addr 2 CSZ CENTRAL OR 97502 Country UNITED STATES OF AMERICA POINT Please click here for general information about registered agents and service of process. Type G REGISTERED AGENT Start Date 018 Resign Date Name JOHN [WENCL Addr 1 6030 CRATER LAKE AVE Addr 2 CSZ CENTRAL OR 97502 Country UNITED STATES OF AMERICA POINT Type MA AILING ADDRESS Addr 1 6030 CRATER LAKE AVE Addr 2 CSZ CENTRAL OR 97502 Country UNITED STATES OF AMERICA POINT Type PRE RESIDENT Resign Date Name JOHN ENCL Addr 1 6030 CRATER LAKE AVE Addr 2 CSZ CENTRAL OR 97502 Country UNITED STATES OF AMERICA POINT Type SEC SECRETARY Resign Date http://egov.sos.state.or.us/br/pkg_web_name_srch inq.show_detl?p_be_rsn=850415&p_s... 12/11/2018 Business Registry Business Name Search Page 2 of 3 Name LUKE OLFE Addr 1 6030 CRATER LAKE AVE Addr 2 CSZ CENTRAL OR 97502 Country UNITED STATES OF AMERICA POINT New Search Name History Business Entity Name Nam Name Start Date End Date T e Status ROGUE MECHANICAL INSULATION, INC. EN CUR 07-24-2001 Please read before ordering Copies. New Search Summary History Image Transaction Effective Name/Agent Dissolved By Available Action Date Date Status Change Al=k MENDED ANNUAL 06-20-2018 Fl PORT MNDMT TO qj1 ANNUAL RPT/INFO 01-12-2018 FI Agent STATEMENT [ANNUAL REPORT 07-05-2017 FI ANNUAL REPORT 06-29-2016 FI MENDED ANNUAL 06-15-2015 FI PORT ANNUAL REPORT 07-17-2014 FI ANNUAL REPORT 07-09-2013 SYS AYMENT ANNUAL REPORT 07-10-2012 SYS PAYMENT ANNUAL REPORT 06-14-2011 SYS PAYMENT ANNUAL REPORT 07-23-2010 SYS [PAYMENT ANNUAL REPORT 07-06-2009 SYS PAYMENT ANNUAL REPORT 07-11-2008 SYS PAYMENT NNUAL REPORT 07-03-2007 SYS [PAYMENT ANNUAL REPORT 07-11-2006 SYS PAYMENT ANNUAL REPORT 07-12-2005 SYS PAYMENT http://egov.sos.state.or.us/br/pkg_web-name-srch-inq.show detl?p be_rsn=850415&p-s... 12/11/2018 Business Registry Business Name Search Page 3 of 3 CHANGE OF 02-09-2005 FI REGISTERED GENT/ADDRESS AMNDMTTO ANNUAL RPT/INFO 02-09-2005 FI STATEMENT ANNUAL REPORT 07-15-2004 SYS PAYMENT ANNUAL REPORT 07-08-2003 SYS PAYMENT AMENDED ANNUAL 08-02-2002 FI PORT PPLICATION FOR 07-24-2001 Fl Agent RGISTRATION © 2018 Oregon Secretary of State. All Rights Reserved. http://egov.sos.state.or.us/br/pkg_web_name_srch inq.show_detl?p_be_rsn=850415&p_s... 12/11/2018 Client#: 175599 ROGUMECH ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDOA'YYY) 12/1312018 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 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Ann McCants Propel Insurance PHONE AI E 541-494-7721 ac Np; 866 577-1326 Medford Commercial Insurance E-MAIL at): ann.mccantsL%/~propelinsurance.com P O Box 936 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC4 Medford, OR 97501 INSURER A: The Cincinnati Casualty Company 28665 INSURED INSURER B : SAIF 36196 Rogue Mechanical Insulation INSURER C Inc. 6030 Crater Lake Ave. NSURER0: Central Point, OR 97502-9414 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 CONTRACTOR 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. LTTR TYPE OF INSURANCE NSRLWV1 POLICY NUMBER MM/ODYNYYYY MMOILOIDVYYP LIMITS A X COMMERCIAL GENERAL LIABILITY EPP0346939 8/31/2018 08/311201 EACH OCCURRENCE $1,000,000 CLAIMS-MADE a OCCUR PREMISES ER aE ante $566 60D MED EXP (Any one person) $10,000 PERSONAL&AOV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $2,000,000 JECT ❑ LOC PRODUCTS-COMP/OP AGO $2,000,000 H POLICY PRO- OTHER: $ A AUTOMOBILE LIABILITY EBA0346939 8/31/2018 08131/201 COMBINED SINGLE LIMIT 1,000,000 Ea accident X ANYAUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Pereccideni $ A X UMBRELLA LIAB X OCCUR EPP0346939 8/31/2018 08/311201 EACH OCCURRENCE $3,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE s3,000,000 DEO X RETENTION $O $ B WORKERS COMPENSATION 933973 10/0112018 10101/2019 X PER OTH- AND EMPLOYERS' LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNEWEXECUTIVE --1 E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $1,000,000 If yes, describs under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is additional insured per attached endorsements. CERTIFICATE HOLDER CANCELLATION City of Ashland SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 East Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Ashland, OR 97520 AUTHORIZED REPRESENTATIVE ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) 1 of l The ACORD name and logo are registered marks of ACORD #S3470591/M3333474 CFCOO This page has been left blank intentionally. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OREGON CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Endorsement - Table of Contents: Coverage: Begins on Page: 1. Employee Benefit Liability Coverage ..................................................................................................2 2. Unintentional Failure to Disclose Hazards .........................................................................................8 3. Damage to Premises Rented to You .................................................................................................8 4. Supplementary Payments ..................................................................................................................9 5. Medical Payments .10 6. Voluntary Property Damage (Coverage a.) and Care, Custody or Control Liability Coverage (Coverage b.) ......................................................................................................10 7. 180 Day Coverage for Newly Formed or Acquired Organizations ...................................................10 8. Waiver of Subrogation .....................................................................................................................10 9. Automatic Additional Insured - Specified Relationships: 11 x Managers or Lessors of Premises; x Lessor of Leased Equipment; x Vendors; X State or Political Subdivisions - Permits Relating to Premises; x State or Political Subdivisions - Permits; and x Contractors' Operations 10. Broadened Contractual Liability- Work Within 50' of Railroad Property ..........................................16 11. Property Damage to Borrowed Equipment ......................................................................................16 12. Employees as Insureds - Specified Health Care Services.. .............................................................16 x Nurses; x Emergency Medical Technicians; and x Paramedics 13. Broadened Notice of Occurrence .....................................................................................................16 B. Limits of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorsement, except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $ 1,000,000 Aggregate Limit: $ 3,000,000 Deductible: $ 1,000 3. Damage to Premises Rented to You The lesser of: a. The Each Occurrence Limit shown in the Declarations; or b. $500,000 unless otherwise stated $ 4. Supplementary Payments a. Bail bonds: $ 1,000 b. Loss of earnings: $ 350 5. Medical Payments Medical Expense Limit: $ 10,000 Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 1 of 16 6. Voluntary Property Damage (Coverage a.) and Care, Custody or Control Liability Coverage (Coverage b.) Limits of Insurance (Each Occurrence) Coverage a. $1,000 Coverage b. $5,000 unless otherwise stated $ Deductibles (Each Occurrence) Coverage a. $250 Coverage b. $250 unless otherwise stated $ COVERAGE PREMIUM BASIS RATE ADVANCE PREMIUM (a) Area (Far Limits in Excess of (For Limits in Excess of (b) Payroll $5,000) $5,000) (c Gross Sales (d Units e Other b. Care, Custody $ or Control TOTAL ANNUAL PREMIUM 11. Property Damage to Borrowed Equipment Each Occurrence Limit: $ 10,000 Deductible: $ 250 C. Coverages: 2) Our right and duty to 1. Employee Benefit Liability Coverage defend ends when we ance a. The following is added to SECTION I cable have limit o of f used the insurance - COVERAGES: Employee Benefit in the payment of Liability Coverage. judgments or settle- (1) Insuring Agreement ments. (a) We will pay those sums that No other obligation or liabil- the insured becomes legally ity to pay sums or perform obligated to pay as dam- acts or services is covered ages caused by any act, er- unless explicitly provided for ror or omission of the in- under Supplementary Pay- sured, or of any other per- ments. son for whose acts the in- (b) This insurance applies to sured is legally liable, to damages only if the act, er- which this insurance ap- ror or omission, is negli- plies. We will have the right gently committed in the and duty to defend the in- "administration" of your sured against any "suit' "employee benefit program"; seeking those damages. and However, we will have no duty to defend against any 1) Occurs during the pol- "suit" seeking damages to icy period; or which this insurance does not apply. We may, at our 2) Occurred prior to the discretion, investigate any effective date of this report of an act, error or endorsement provided: omission and settle any a) You did not have claim or "suit" that may re- knowledge of a sult. But: claim or "suit' on 1) The amount we will pay or before the ef- for damages is limited fective date of this as described in SEC- endorsement. TION III - LIMITS OF You will be INSURANCE; and deemed to have Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 2 of 16 knowledge of a 1) Failure of any invest- claim or "suit" ment to perform; when any "author- ized representa- 2) Errors in providing in- tive"; formation on past per- formance of investment i) Reports all, or vehicles; or any part, of the act, error or 3) Advice given to any omission to us person with respect to or any other that person's decision insurer; to participate or not to participate in any plan ii) Receives a included in the "em- written or ver- ployee benefit pro- bal demand or gram". claim for dam- ages because (fl Workers' Compensation of the act, error and Similar Laws or omission; Any claim arising out of your and failure to comply with the b) There is no other mandatory provisions of any applicable insur- workers' compensation, un- ance. employment compensation insurance, social security or (2) Exclusions disability benefits law or any similar law. This insurance does not apply to: (a) Bodily Injury, Property (g) ERISA Damage or Personal and Damages for which any in- Advertising Injury sured is liable because of li- ability imposed on a fidud- "Bodily injury", "property ary by the Employee Re- damage" or "personal and tirement Income Security advertising injury". Act of 1974, as now or (b) Dishonest, Fraudulent, hereafter amended, or by Criminal or Malicious Act any similar federal, state or local laws. Damages arising out of any (h) Available Benefits intentional, dishonest, fraudulent, criminal or mali- Any claim for benefits to the cious act, error or omission, extent that such benefits are committed by any insured, available, with reasonable including the willful or reck- effort and cooperation of the less violation of any statute. insured, from the applicable (c) Failure to Perform a Con- funds accrued or other col- tract lectible insurance. Damages arising out of fail- (i) Taxes, Fines or Penalties ure of performance of con- Taxes, fines or penalties, tract by any insurer. including those imposed (d) Insufficiency of Funds under the Internal Revenue Code or any similar state or Damages arising out of an local law. insufficiency of funds to meet any obligations under (j) Employment-Related any plan included in the Practices "employee benefit program". Any liability arising out of (e) Inadequacy of Perform- any: ance of Investment / Ad- (1) Refusal to employ; vice Given With Respect to Participation (2) Termination of em- ployment; Any claim based upon: Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 3 of 16 (3) Coercion, demotion, tors are insureds, but only evaluation, reassign- with respect to their duties ment, discipline, defa- as your officers or directors. mation, harassment, Your stockholders are also humiliation, discrimina- insureds, but only with re- tion or other employ- spect to their liability as ment-related practices, stockholders. acts or omissions; or (e) A trust, you are an insured. (4) Consequential liability Your trustees are also in- as a result of (1), (2) or sureds, but only with respect (3) above. to their duties as trustees. This exclusion applies (2) Each of the following is also an whether the insured may be insured: held liable as an employer or in any other capacity and (a) Each of your "employees" to any obligation to share who is or was authorized to damages with or repay administer your "employee someone else who must benefit program". pay damages because of (b) Any persons, organizations the injury. or "employees" having (3) Supplementary Payments proper temporary authoriza- tion to administer your "em- SECTION I - COVERAGES, ployee benefit program" if SUPPLEMENTARY PAY- you die, but only until your MENTS - COVERAGES A AND legal representative is ap- B also apply to this Coverage. pointed. b. Who is an Insured (c) Your legal representative if re- As respects Employee Benefit Liabil- you die, but only with . ity Coverage, SECTION II - WHO IS sped t duties as such. AN INSURED is deleted in its entirety That representative will and replaced bythe following: have all your rights and du- ties under this Coverage (1) If you are designated in the Dec- Part• larations as: (3) Any organization you newly ac- (a) An individual, you and your quire or form, other than a part- spouse are insureds, but nership, joint venture or limited only with respect to the con- liability company, and over which dud of a business of which you maintain ownership or ma- you are the sole owner. jority interest, will qualify as a Named Insured if no other simi- (b) A partnership or joint ven- lar insurance applies to that or- ture, you are an insured. ganization. However, coverage Your members, your part- under this provision: ners, and their spouses are also insureds but only with (a) Is afforded only until the respect to the conduct of 180th day after you acquire your business. or form the organization or the end of the policy period, (c) A limited liability company, whichever is earlier; and you are an insured. Your members are also insureds, (b) Does not apply to any act, but only with respect to the error or omission that was conduct of your business. committed before you ac- Your managers are insur- quired or formed the organi- eds, but only with respect to zation. their duties as your manag- c. Limits of Insurance ers. (d) An organization other than a iitty Covee ge, SECTION HI - LIMITS partnership, joint venture or OF INSURANCE is deleted in its en- limited liability company, you tirety and replaced bythe following: are an insured. Your "ex- ecutive officers" and direc- Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 4 of 16 (1) The Limits of Insurance shown in amount stated in the Decla- Section B. Limits of Insurance, rations as applicable to 1. Employee Benefit Liability Each Employee. The limits Coverage and the rules below of insurance shall not be re- fix the most we will pay regard- duced by the amount of this less of the number of deductible. (a) Insureds; (b) The deductible amount stated in the Declarations (b) Claims made or "suits" applies to all damages sus- brought; tained by any one "em- (c) Persons or organizations ployee", including such making claims or bringing "employee's" dependents "suits"; and beneficiaries, because of all acts, errors or omis- (d) Acts, errors or omissions; or sions to which this insur- ance applies. (e) Benefits included in your "employee benefit program". (c) The terms of this insurance, including those with respect (2) The Aggregate Limit shown in to: Section B. Limits of Insurance, 1. Employee Benefit Liability 1) Our right and duty to Coverage of this endorsement is defend the insured the most we will pay for all dam- against any "suits" ages because of acts, errors or seeking those dam- omissions negligently committed ages; and in the "administration" of your "employee benefit program". 2) Your duties, and the duties of any other in- (3) Subject to the limit described in volved insured, in the (2) above, the Each Employee event of an act, error or Limit shown in Section B. Limits omission, or claim, of Insurance, 1. Employee apply irrespective of the ap- Benefit Liability Coverage of plication of the deductible this endorsement is the most we will pay for all damages sus- amount. tained by any one "employee", (d) We may pay any part or all including damages sustained by of the deductible amount to such "employee's" dependents effect settlement of any and beneficiaries, as a result of: claim or "suit" and, upon no- (a) An act, error or omission; or tification of the action taken, you shall promptly reim- (b) A series of related acts, er- burse us for such part of the rors or omissions, regard- deductible amount as we less of the amount of time have paid. that lapses between such acts, errors or omissions, d. Additional Conditions negligently committed in the As respects Employee Benefit Li- "administration" of your "em- ability Coverage, SECTION IV - ployee benefit program". COMMERCIAL GENERAL LIABIL- ITY CONDITIONS is amended as fol- However, the amount paid under lows: this endorsement shall not ex- ceed, and will be subject to the (1) Item 2. Duties in the Event of limits and restrictions that apply Occurrence, Offense, Claim or to the payment of benefits in any Suit is deleted in its entirety and plan included in the "employee replaced by the following: benefit program". 2. Duties in the Event of an (4) Deductible Amount Act, Error or Omission, or Claim or Suit (a) Our obligation to pay dam- ages on behalf of the in- a. You must see to it that sured applies only to the we are notified as soon amount of damages in ex- as practicable of an act, cess of the deductible error or omission which Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 5 of 16 may result in a claim. surance may also To the extent possible, apply. notice should include: d. No insured will, except (1) What the act, error at that insured's own or omission was cost, voluntarily make a and when it oc- payment, assume any curred; and obligation, or incur any expense without our (2) The names and addresses of any- consent. one who may suf- (2) Item 5. Other Insurance is de- fer damages as a leted in its entirety and replaced result of the act, by the following: error or omission. 5. Other Insurance b. If a claim is made or "suit" is brought against If other valid and collectible any insured, you must: insurance is available to the insured for a loss we cover (1) Immediately re- under this Coverage Part, cord the specifics our obligations are limited of the claim or as follows: "suit" and the date received; and a. Primary Insurance (2) Notify us as soon This insurance is Ari- as practicable. mary except when c. below applies. If this in- You must see to it that surance is primary, our we receive written no- obligations are not af- tioe of the claim or fected unless any of the "suit" as soon as practi- other insurance is also cable. primary. Then, we will c. You and any other in- share with all that other insurance the volved insured must: method described in b. (1) Immediately send below. us copies of any b. Method of Sharing demands, notices, summonses or le- If all of the other insur- gal papers re- ance permits contribu- ceived in connec- tion by equal shares, tion with the claim we will follow this or "suif'; method also. Under this approach each insurer (2) Authorize us to ob- contributes equal tain records and amounts until it has other information; paid its applicable limit (3) Cooperate with us of insurance or none of in the investigation the loss remains, or settlement of whichever comes first. the claim or de- If any of the other in- fense against the surance does not per- 'suit'; and mit contribution by (4) Assist us, upon equal shares, we will our request, in the contribute by limits. enforcement of Under this method, any right against each insurers share is any person or or- based on the ratio of its ganization which applicable limit of in- may be liable to surance to the total ap- the insured be- plicable limits of insur- cause of an act, ance of all insurers. error or omission c. No Coverage to which this in- Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 6 of 16 This insurance shall not providing some or all of the cover any loss for following benefits to "em- which the insured is en- ployees", whether provided titled to recovery under through a "cafeteria plan" or any other insurance in otherwise: force previous to the ef- fective date of this a. Group life insurance; Coverage Part. group accident or health insurance; den- e. Additional Definitions tal, vision and hearing plans; and flexible As respects Employee Benefit Li- spending accounts; ability Coverage, SECTION V - provided that no one DEFINITIONS is amended as fol- other than an "em- lows: ployee" may subscribe (1) The following definitions are to such benefits and added: such benefits are made generally available to 1. "Administration" means: those "employees" who satisfy the plan's eligi- a. Providing information to bility requirements; "employees", including their dependents and b. Profit sharing plans, beneficiaries, with re- employee savings spect to eligibility for or plans, employee stock scope of "employee ownership plans, pen- benefit programs"; sion plans and stock subscription plans, pro- b. Interpreting the "em- vided that no one other ployee benefit pro- than an "employee" grams"; may subscribe to such c. Handling records in benefits and such connection with the benefits are made gen- erally available to all grams'; or "employees" who are eligible under the plan d. Effecting, continuing or for such benefits; terminating any "em- c. Unemployment c ployee's" participation ante urity in any benefit included , social security in the "employee hided benefits, workers' com-bene- ft program". pensation and disability benefits; and However, "administration" does not include: d. Vacation plans, includ- ing buy and sell pro- a. Handling payroll deduc- grams; leave of ab- tions; or sence programs, in- cluding military, mater- b. The failure to effect or nity, family, and civil maintain any insurance leave; tuition assistance or adequate limits of plans; transportation coverage of insurance, and health club subsi- induding but not limited dies. to unemployment in- surance, social security (2) The following definitions are de- benefits, workers' com- leted in their entirety and re- pensation and disability placed by the following: benefits. 21. "Suit" means a civil pro- 2. "Cafeteria plans" means ceeding in which money plan authorized by applica- damages because of an act, ble law to allow "employees" error or omission to which to elect to pay for certain this insurance applies are benefits with pre-tax dollars. alleged. "Suit" includes: 3. "Employee benefit pro- a. An arbitration proceed- grams" means a program ing in which such dam- Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 7 of 16 ages are claimed and The exclusions under SECTION to which the insured I - COVERAGES, COVERAGE must submit or does A BODILY INJURY AND submit with our con- PROPERTY DAMAGE LIABIL- sent; ITY, 2. Exclusions, other than i. b. Any other alternative War and the Nuclear Energy dispute resolution pro- Liability Exclusion, are deleted and the following are added: ceeding in which such damages are claimed This insurance does not apply to: and to which the in- sured submits with our (a) "Property damage": consent; or 1) Assumed in any con- c. An appeal of a civil pro- tract; or ceeding. 2) Loss caused by or re- 8. "Employee" means a person sulting from any of the actively employed, formerly following: employed, on leave of ab- sence or disabled, or re- a) Wear and tear; tired. "Employee" includes a b) Rust, corrosion, "leased worker". "Employee" fungus, decay, de- does not include a "tempo- terioration, hidden rary worker". or latent defect or 2. Unintentional Failure to Disclose Haz- any quality i t ards property that causes it to dam- SECTION IV -COMMERCIAL GENERAL age or destroy it- LIABILITY CONDITIONS, 7. Represen- self, tations is hereby amended by the addi- c) smog; tion of the following: break- Based on our dependence upon your rep- d) Mechanical down including uding resentations as to existing hazards, if un- rupture or bursting intentionally you should fail to disclose all caused by cen- such hazards at the inception date of your trifugal force; policy, we will not reject coverage under this Coverage Part based solely on such e) Settling, cracking, failure. shrinking or ex- 3. Damage to Premises Rented to You pansion; or a. The last Subparagraph of Paragraph f) Nesting or infesta- 2. SECTION 1 - COVERAGES, lion, or discharge COVERAGE A - BODILY INJURY prrodductucts o or r secr secrs e- AND PROPERTY DAMAGE, 2. LI- products Exclusions is hereby de- lions, insects, leted and replaced by the following: birds, rodents or other animals. Exclusions c. through q, do not apply (b) Loss caused directly or indi- to damage by fire, explosion, light- rectly by any of the follow- ning, smoke or soot to premises while rented to you or temporarily oc- cupied by you with permission of the 1) Earthquake, volcanic owner. eruption, landslide or b. The insurance provided under SEC- any other earth move- TION 1 - COVERAGES, COVERAGE ment; A BODILY INJURY AND PROP- 2) Water that backs up or ERTY DAMAGE LIABILITY applies overflows from a sewer, to "property damage" arising out of drain or sump; water damage to premises that are both rented to and occupied by you. 3) Water under the ground surface pressing on, or (1) As respects Water Damage Le- flowing or seeping gal Liability, as provided in Para- through: graph 3.b. above: Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 8 of 16 a) Foundations, one "occurrence" to which walls, floors or this insurance applies. paved surfaces; (3) The amount we will pay is limited b) Basements, as described in Section B. Lim- whether paved or its of Insurance, 3. Damage to not; or Premises Rented to You of this endorsement. c) Doors, windows or other openings. 4. Supplementary Payments (c) Loss caused by or resulting Under SECTION I - COVERAGE, SUP- from water that leaks or PLEMENTARY PAYMENTS - COVER- flows from plumbing, heat- AGES AANDB: ing, air conditioning, or fire protection systems caused a. Paragraph 2. is replaced by the fol- by or resulting from freezing, lowing: unless: Up to the limit shown in Section B. 1) You did your best to Limits of Insurance, 4.a. Bail Bonds maintain heat in the of this endorsement for cost of bail building or structure; or bonds required because of accidents or traffic law violations arising out of 2) You drained the equip- the use of any vehicle to which the ment and shut off the Bodily Injury Liability Coverage ap- water supply if the heat plies. We do not have to furnish was not maintained. these bonds. (d) Loss to or damage to: b. Paragraph 4. is replaced by the fol- 1) Plumbing, heating, air lowing: conditioning, fire pro- All reasonable expenses incurred by tection systems, or the insured at our request to assist us other equipment or ap- in the investigation or defense of the pliances; or claim or "suit', including actual loss of earnings up to the limit shown in Sec- 2) The interior of any tion B. Limits of Insurance, 4.b. building or structure, or Loss of Earnings of this endorsement to personal property in per day because of time off from the building or structure work. caused by or resulting from rain, snow, sleet 5. Medical Payments or ice, whether driven by wind or not. The Medical Expense Limit of Any One Person as stated in the Declarations is c. Limit of Insurance amended to the limit shown in Section B. Limits of Insurance, 5. Medical Pay- The Damage to Premises Rented to ments of this endorsement. You Limit as shown in the Dedara- tions is amended as follows: 6. Voluntary Property Damage and Care, (2) Paragraph 6. of SECTION III - Custody or Control Liability Coverage LIMITS OF INSURANCE is a. Voluntary Property Damage Cov- hereby deleted and replaced by erage the following: We will pay for "property damage" to 6. Subject to 5. above, the property of others arising out of op- Damage to Premises erations incidental to the insured's Rented to You Limit is the business when: most we will pay under COVERAGE A. BODILY (1) Damage is caused by the in- INJURY AND PROPERTY sured; or DAMAGE LIABILITY, for (2) Damage occurs while in the in- damages because of "prop- sured's possession. erty damage" to premises while rented to you or tem- With your consent, we will make porarily occupied by you these payments regardless of fault. with permission of the owner, arising out of any Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 9 of 16 b. Care, Custody or Control Liability deductible amount as has been Coverage paid by us. SECTION I - COVERAGES, COV- 7. 180 Day Coverage for Newly Formed or ERAGE A. BODILY INJURY AND Acquired Organizations PROPERTY DAMAGE LIABILITY, 2. SECTION II -WHO IS AN INSURED is Exclusions, j. Damage to Property, amended as follows: Subparagraphs (3), (4) and (5) do not apply to "property damage" to the Subparagraph a. of Paragraph 4. is property of others described therein. hereby deleted and replaced by the fol- With respect to the insurance provided by lowing: this section of the endorsement, the fol- a. Insurance under this provision is af- lowing additional provisions apply: forded only until the 180th day after a. The Limits of Insurance shown in the you acquire or form the organization Declarations are replaced by the lim- or the end of the policy period, its designated in Section B. Limits of whichever is earlier; Insurance, 6. Voluntary Property 8, Waiver of Subrogation Damage and Care, Custody or Control Liability Coverage of this SECTION IV - COMMERCIAL GENERAL endorsement with respect to cover- LIABILITY CONDITIONS, 9. Transfer of age provided by this endorsement. Rights of Recovery Against Others to These limits are inclusive of and not Us is hereby amended by the addition of in addition to the limits being re- the following: placed. The Limits of Insurance shown in Section B. Limits of Insur- We waive any right of recovery we may ance, 6. Voluntary Property Dam- have because of payments we make for age and Care, Custody or Control injury or damage arising out of your ongo- Liability Coverage of this endorse- ing operations or "your work" done under ment fix the most we will pay in any a written contract requiring such waiver one "occurrence' regardless of the with that person or organization and in- number of. cluded in the "products-completed opera- tions hazard". However, our rights may (1) Insureds; only be waived prior to the "occurrence" (2) Claims made or "suits" brought; giving rise to the injury or damage for or which we make payment under this Cov- erage Part. The insured must do nothing (3) Persons or organizations making after a loss to impair our rights. At our re- claims or bringing "suits". quest, the insured will bring "suit" or trans- fer those rights to us and help us enforce b. Deductible Clause those rights. (1) Our obligation to pay damages 9. Automatic Additional Insured - Speci- on your behalf applies only to the fied Relationships amount of damages for each "occurrence" which are in excess a. The following is hereby added to of the deductible amount stated SECTION Ii -WHO IS AN INSURED: in Section B. Limits of Insur- (1) Any person or organization de- ance, 6. Voluntary Property scribed in Paragraph 9.a.(2) be- Damage and Care, Custody or low (hereinafter referred to as Control Liability Coverage of additional insured) whom you are this endorsement. The limits of required to add as an additional insurance will not be reduced by insured under this Coverage Part the application of such deducti- by reason of: ble amount. (2) Condition 2. Duties in the Event (a) A written contract or agree- of Occurrence, Offense, Claim ment; or or Suit, applies to each claim or (b) An oral agreement or con- "suit" irrespective of the amount. tract where a certificate of insurance showing (3) We may pay any part or all of the that per- on or organization as an deductible amount to effect set- additional insured has been tlement of any claim or "suit" issued, and, upon notification of the ac- tion taken, you shall promptly re- is an insured, provided: imburse us for such part of the Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 10 of 16 (a) The written or oral contract or use of equipment leased or agreement is: to you by such person(s) or effect or organizations(s). However, 1 Currently in this insurance does not ap- becomes effective dur- ply to any "occurrence" ing the policy period; which takes place after the and equipment lease expires. 2) Executed prior to an (c) Any person or organization "occurrence" or offense (referred to below as ven- to which this insurance dor) with whom you have would apply; and agreed per Paragraph (b) They are not specifically 9.a.(1) above to provide in- named as an additional in- surance, but only with re- spect to "bodily injury" or vision of, or endorsement "property damage" arising added to, this Coverage out of "your products" which Part. are distributed or sold in the regular course of the ven- (2) Only the following persons or or- dor's business, subject to ganizations are additional insur- the following additional ex- eds under this endorsement, and clusions: insurance coverage provided to such additional insureds is lim- ited as provided herein: the vendor does not apply to: (a) The manager or lessor of a premises leased to you with a) "Bodily injury" or whom you have agreed per "property damage" - Paragraph 9.a.(1) above to for dor is which the obligated vento provide insurance, but only with respect to liability aris- pay damages by ing out of the ownership, reason of the as- maintenance or use of that sumption of liability part of a premises leased to in a contract or you, subject to the following agreement. This additional exclusions: exclusion does not apply to liability for This insurance does not ap- damages that the ply to: vendor would have in the absence of 1) Any "occurrence" which the contract or takes place after you agreement; cease to be a tenant in that premises. b) Any express war- ranty unauthorized 2) Structural alterations, by you; new construction or demolition operations c) Any physical or performed by or on be- chemical change half of such additional in the product insured. made intentionally by the vendor; (b) Any person or organization from which you lease d) Repackaging, ex- equipment with whom you cept when un- have agreed per Paragraph packed solely for 9.a.(1) above to provide in- the purpose of in- surance. Such person(s) or spection, demon- organization(s) are insureds, stration, testing, or but only to the extent that the substitution of the liability for "bodily injury", parts under in- "property damage" or "per- structions from the sonal and advertising injury" manufacturer, and is caused by your negli- then repackaged gence, acts or omissions in in the original con- the maintenance, operation tainer-, Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 11 of 16 e) Any failure to Part with respect make such inspec- to such products. tans, adjustments, tests or servicing (d) Any state or political subdi- as the vendor has vision with which you have agreed to make or agreed per Paragraph normally under- 9.a.(1) above to provide in- takes to make in surance, subject to the fol- the usual oourse of lowing additional provision: business, in con- This insurance applies only nection with the with respect to the following distribution or sale hazards for which the state of the products; or political subdivision has f) Demonstration, in- issued a permit in connec- stallation, servicing tion with premises you own, or repair opera- rent or control and to which tions, except such this insurance applies: operations per- 1) The existence, mainte- formed at the ven- nance, repair, construc- dor's premises in tion, erection, or re- connection with moval of advertising the sale of the signs, awnings, cano- product; pies, cellar entrances, g) Products which, coal holes, driveways, after distribution or manholes, marquees, sale by you, have hoist away openings, been labeled or re- sidewalk vaults, street labeled or used as banners, or decorations a container, part or and similar exposures; ingredient of any or other thing or sub- 2) The construction, erec- stance by or for tion, or removal of ele- the vendor; or vators; or h) "Bodily injury" or 3) The ownership, main- "property damage" tenance, or use of any arising out of the elevators covered by negligence, acts or this insurance. omissions of the vendor, its em- (e) Any state or political subdi- ployees or anyone vision with which you have else acting on its agreed per Paragraph behalf. 9.a.(1) above to provide in- surance, subject to the fol- lowing provisions: apply to any insured person or organization: 1) This insurance applies From whom only with respect to op- a you erations performed by have acquired you or on your behalf such products, or for which the state or any ingredient, political subdivision has part or container, issued a permit. entering into, ac- companying or 2) This insurance does not containing such apply to "bodily injury", products; or "property damage" or "personal and advertis- b) cl When ed within liability in the- ing injury" arising out of "products- operations performed for the state or political completed opera- subdivision tions hazard" has . been excluded un- (f) For "your work" performed der this Coverage in Oregon, any person or Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 12 of 16 organization with which you (a) Subparagraphs (e), (f) and have agreed per Paragraph (g) do not apply to "bodily in- 9.a.(1) above to provide in- jury" or "property damage" surance, but only to the ex- included within the "prod- tent that the liability is ucts-completed operations caused by "your work" per- hazard"; formed for that additional in- sured and only to the extent (b) Subparagraphs (a), (d), (e) and do that such liability is caused not apply to d -ily am- by your negligence or the injury", "property dam- by of those acting age" or "personal and ad- sole ury" arising out on your behalf. A person or of the the injury" organization's status as an negligence or insured under this provision willful misconduct of the ad- insured or its "em- of this endorsement contin- ployeales'; or of for only the period of loye time required by the written (c) Subparagraph (f) and (g) do contract or agreement, but not apply to "bodily injury", in no event beyond the expi- "property damage" or "per- ration date of this Coverage sonal and advertising injury" Part. If there is no written arising out of: contract or agreement, or if no period of time is required 1) The rendering of, or by the written contract or failure to render, any agreement, a person or or- professional services ganization's status as an in- by you or on your be- sured under this endorse- half, but only with re- ment ends when your op- spect to either or both erations for that insured are of the following opera- completed. tions: (g) For "your work" performed a) Providing engi- in the "coverage territory" neering, architec- but not in Oregon, any per- tural or surveying son or organization with services to others; which you have agreed per and Paragraph 9.a.(1) above to provide insurance, but only b) Providing, or hiring with respect to liability aris- independent pro- ing out of "your work" per- fessionals to pro- formed for that additional in- vide, engineering, sured by you or on your be- architectural or half. A person or organiza- surveying services tion's status as an insured in connection with under this provision of this construction work endorsement continues for you perform. only the period of time re- 2) Subject to Paragraph 3) quired by the written con- below, professional tract or agreement, but in no services include: event beyond the expiration date of this Coverage Part. a) Preparing, approv- If there is no written contract ing, or failing to or agreement, or if no period prepare or ap- of time is required by the prove, maps, shop written contract or agree- drawings, opin- ment, a person or organiza- ions, reports, sur- tion's status as an insured veys, field orders, under this endorsement change orders, or ends when your operations drawings and for that insured are com- specifications; and pleted. b) Supervisory or in- (3) Any insurance provided to an spection activities additional insured designated performed as part under Paragraph 9.a.(2): of any related ar- Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 13 of 16 chitectural or engi- primary to other insurance neering activities. available to the additional 3) Professional services insured except: do not include services 1) As otherwise provided within construction in SECTION IV - means, methods, tech- COMMERCIAL GEN- niques, sequences and ERAL LIABILITY procedures employed CONDITIONS, 5. by you in connection Other Insurance, b. with construction work Excess Insurance; or you perform. 2) For any other valid and (d) Subparagraphs (f) and (g) collectible insurance do not apply to "bodily in- available to the addi- jury" or "property damage" tional insured as an ad- arising out of "your work" for ditional insured by at- which a consolidated (wrap- tachment of an en- up) insurance program has dorsement to another been provided by the prime insurance policy that is contractor/ project manager written on an excess or owner of the construction basis. In such case, the project in which you are in- coverage provided un- volved. der this endorsement b. Only with regard to insurance pro- shall also be excess. vided to an additional insured desig- (2) Condition 11. Conformance to nated under Paragraph 9.a.(2) Sub- Specific Written Contract or paragraphs (f) and (g) above, SEC- Agreement is hereby added: TION III - LIMITS OF INSURANCE is amended to include: 11. Conformance to Specific Written Contract or The limits applicable to the additional Agreement insured are those specified in the written contract or agreement or in a. With respect to addi- the Declarations of this Coverage tional insureds de- Part, whichever are less. If no limits scribed in Paragraph are specified in the written contract or 9.a.(2)(f) above only: agreement, or if there is no written If a written contract or contract or agreement, the limits ap- agreement between plicable to the additional insured are you and the additional those specified in the Declarations of insured specifies that this Coverage Part. The limits of in- coverage for the addi- surance are inclusive of and not in tional insured: addition to the limits of insurance shown in the Declarations. (1) Be provided by the c. SECTION IV - COMMERCIAL GEN- Insurance Ser- ERAL LIABILITY CONDITIONS is vices Office adrm tional insured form hereby amended as follows: number CG 32 61, (1) Condition 5. Other Insurance is CG 32 62 or CG amended to include: 32 63; or (a) Where required by a written (2) Include coverage contract or agreement, this for completed op- insurance is primary and / or erations; or noncontributory as respects (3) Include coverage any other insurance policy issued to the additional in- sured, and such other in- and where the limits or surance policy shall be ex- coverage provided to cess and / or noncontribut- the additional insured is ing, whichever applies, with more restrictive than this insurance. was spedfically re- (b) Any insurance provided by quired in that written contract this endorsement shall be the terms agreement, s of Para- Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 14 of 16 graphs 9.a.(3)(a) or 9.b. agreement specifies above, or any combina- the Insurance Services tion thereof, shall be in- Office additional in- terpreted as providing sured form number CG the limits or coverage 20 10 but does not required by the terms of specify which edition, or the written contract or specifies an edition that agreement, but only to does not exist, Para- the extent that such lim- graphs 9.a.3.b. and its or coverage is in- 9.b. of this endorse- cluded within the terms ment shall not apply of the Coverage Part to and Paragraph which this endorsement 9.a.(3)(a) of this en- is attached. dorsement shall apply. b. With respect to addi- 10. Broadened Contractual Liability -Work tional insureds de- Within 50' of Railroad Property scribed in Paragraph 9.a.(2)(g) above only: It is hereby agreed that Paragraph f.(1) of Definition 12. "Insured contract" (SEC- If a written contract or TION V - DEFINITIONS) is deleted. agreement between you and the additional 11. Property Damage to Borrowed Equip- insured specifies that ment coverage for the addi- a. The following is hereby added to Ex- tional insured: clusion j. Damage to Property of a. Be provided by the Paragraph 2., Exclusions of SEC- Insurance Ser- TION I - COVERAGES, COVERAGE vices Office addi- A. BODILY INJURY AND PROP- tional insured form ERTY DAMAGE LIABILITY: number CG 20 10 Paragraphs (3) and (4) of this exciu- or CG 20 37 sion do not apply to tools or equip- (where edition ment loaned to you, provided they are specified); or not being used to perform operations b. Include coverage at the time of loss. for completed op- b. With respect to the insurance pro- erations; or vided by this section of the endorse- c. Include coverage ment, the following additional provi- for "your work"; sions apply. and where the limits or (1) The Limits of insurance shown in coverage provided to the Declarations are replaced by the additional insured is the limits designated in Section more restrictive than B. Limits of Insurance, 11. of was specifically re- this endorsement with respect to quired in that written coverage provided by this en- contract or agreement, dorsement. These limits are in- the terms of Para- elusive of and not in addition to graphs 9.a.(3)(a), the limits being replaced. The 9.a.(3)(b) or 9.b. above, Limits of Insurance shown in or any combination Section B. Limits of Insurance, thereof, shall be inter- 11. of this endorsement fix the preted as providing the most we will pay in any one "oc- limits or coverage re- currence" regardless of the quired by the terms of number of: the written contract or (a) Insureds; agreement, but only to the extent that such lim- (b) Claims made or "suits" its or coverage is in- brought; or eluded within the terms of the Coverage Part to (c) Persons or organizations which this endorsement making claims or bring is attached. If, however, "suits". the written contract or Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 15 of 16 (2) Deductible Clause a. Nurses; (a) Our obligation to pay dam- b. Emergency Medical Technicians; or ages on your behalf applies only to the amount of dam- c. Paramedics, ages for each "occurrence" in the jurisdiction where an "occurrence" which are in excess of the or offense to which this insurance applies Deductible amount stated in takes place. Section B. Limits of Insur- ance, 11. of this endorse- 13. Broadened Notice of Occurrence ment. The limits of insur- ance will not be reduced by Paragraph a. of Condition 2. Duties in the application of such De- the Event of Occurrence, Offense, ductible amount. Claim or Suit (SECTION IV - COMMER- CIAL GENERAL LIABILITY CONDI- (b) Condition 2. Duties in the TIONS) is herebydeleted and replaced by Event of Occurrence, Of- the following: fense, Claim or Suit, ap- plies to each claim or "suit" a. You must see to it that we are notified irrespective of the amount. as soon as practicable of an "occur- rence" or an offense which may result (c) We may pay any part or all in a claim. To the extent possible, no- of the deductible amount to tice should include: effect settlement of any claim or "suit" and, upon no- (1) How, when and where the "oc- tification of the action taken, currence" or offense took place; you shall promptly reim- (2) The names and addresses of burse us for such part of the any injured persons and wit- deductible amount as has nesses; and been paid by us. 12. Employees as Insureds - Specified (3) The nature and location of any Health Care Services injury or damage arising out of the "occurrence" or offense. It is hereby agreed that Paragraph This requirement applies only when 2.a.(1)(d) of SECTION II - WHO IS AN the "occurrence" or offense is known INSURED, does not apply to your "em- to an "authorized representative". ployees" who provide professional health care services on your behalf as duly li- censed: Includes copyrighted material of Insurance GA 233 OR 09 10 Services Office, Inc., with its permission. Page 16 of 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: Policy Number: Named Insured: Countersigned by: (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION II - LIABILITY COVERAGE, A. Cover- age, I. Who is an Insured is amended to include as an insured any person or organization with which you have agreed in a valid written contract to provide insurance as is afforded by this policy. This provision is limited to the scope of the valid written contract. This provision does not apply unless the valid written contract has been executed prior to the "bodily injury" or "property damage". I AA 4171 11 05 This page has been left blank intentionally. Purchase Order Fiscal Year 2019 Page: 1 of 1 Mmmmoulaw-MOSTRP B City of Ashland - = I ATTN: Accounts Payable Purchase 20190325 ~ 20 E. Main Ashland, OR 97520 Order# T Phone: 541/552-2010 O Email: payable@ashland.or.us V H C/O Wastwater Treatment Plant N ROGUE MECHANICAL INSULATION 1 1195 Oak Street D 6030 CRATER LAKE AVE P Ashland, OR 97520 O CENTRAL POINT, OR 97502 T Phone: 541/488 236448 Fax: 641/652 R O - - David Gies 01/03/2019 4268 FOB ASHLAND OR/NET30 Ci Accounts Pa able Install Insulation RAS Piping 1 Install insulation around RAS piping 1 $4,185.0000 $4,185.00 Fabricate and install insulation pads Services Agreement Completion date: 01/31/2019 Project Account: ..~......t. GL SUMMARY 086100 - 604100 $4,185.00 BY. liJyri i~/l w 1J E h~ Date: Authbrized Signaturer~C' / = _ - $4185.00 CITY Of 19 AS HLAND (;I7')_ ~a f Date of request: lam-//-/ Vendor Name O` c~G cn T; 50 4~iah Address, City, State, Zip Contact Name Telephone Number Email address SGURCON 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 Written uote or proposal attached -(Attach copy of council communication) ❑ Written quote or proposal attached -(If council approval required, attach co of CC Small Procurement ❑ Reguest for Proposal Cooperative Procurement Not exceeding $5,000 Date approved by Council: ❑ State of Oregon Direct Award (Attach co of council communicallon Contract PY # 'OrVerbal,'Written quote(s) or proposal(s) ❑ Request for Qualifications (Public Worksl ❑ State of Washington Intermediate Procurement Date approved by Council: Contract# GOODS & SERVICES (Attach copy of council communication) ❑ Other government agency contract Greater than 35&00 and less than $1100,000 ❑ Sole Source Agency ❑ (3) Wr an quotes and solicitation attached ❑ Applicable Form (45,6, 7 or 8) Contract # PERSONAL SERVICES Intergovernmental Agreement Greater ❑ Written quote or proposal attached Farm eater than 35000 and less than 375 000 Agency ❑ Form #4, Personal Services>$SK & <$75K ❑ Direct appointment not to exceed $35,000 ❑ Annual cost to City does not exceed $25,000. ❑(3) Written proposals/written solicitation ❑ Special Procurement Agreement approved by Legal and approved/signed by ❑ Form #4, Personal Services >$5K & <$75K ❑ Form #0, RequestforApproval City Administrator. AMC Legal 70(4) El Written quote or proposal attached Date approved by Council: Annual cost to City exceeds $25,000, council Valid until: (Date) approval required. (Attach copy of council communication) Desceiptia n of ;ER@/!OCES Total Cost /hSu~R Tie.: c 'e3 Uil d l~ll.S t`ru19ih4 - , tY o~- Item # Quantity Unit Desceaptn®en of AT'ERgALS Unit Price 'Fetal cost 6-0611'co so 14 11 / o a hS~ f~ //t/j'.• G 77~~' r a Per attached yuotefproposal '0'OTAL COST Expenditure must he charged to the appropriate account numbersforme financials to reflect the actual expenditures accurately Project Number - - - - - - - Account Number 0810 /DO w-'---'--- project Number - - - - - - - account Altstryar - - - - - - - - - - - ~ - - IT Mesfor•in collaboration with deoartn cant to approve all hardware and so fvaaie purchases. By signing this regId Ii form, l certify thatthe s public contracting requirements have been satisfied. I t' Director Date Support es / No Employee: C(~/ Department ad: Department Maria erlSu eevisor. (Equal +o or eaterthan$5,000) 9 P City Administrator: (Equal to or greaterthan $25,000) 1-trads a_7',7'mjp"Ivu.,^4' far cumr,f `s P,I year YE Pvr10 Comments: (-inWC'.Dire Cior-(Equaito orgreater than $5,000) Date Form #3-Requisifion