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HomeMy WebLinkAbout2019-232 20200146 Ironclad Security LLC GOODS & SERVICES AGREEMENT PROVIDER: Ironclad Security C1 T Y OF PROVIDER'S Jason McCauley -AS H LAND CONTACT: 20 East Main Street Ashland, Oregon 97520 ADDRESS: 2870 Nansen Drive Telephone: 541/488-5587 Medford, OR 97504 Fax: 541/488-6006 PHONE: 541-841-0395 This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Ironclad Security, a domestic business corporation ("hereinafter "Provider"), for lock and key service. 1. PROVIDER'S OBLIGATIONS 1.1 Provide lock and key service for FY20 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 goods and 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 Ironclad Security 1.3 All subject employers working under this Agreement are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126. 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, 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. 2. CITY'S OBLIGATIONS 2.1 City shall pay Provider the sum of $4,995 as provided herein as full compensation for the Work as specifled 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 $4,995 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. 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. Page 2 of 5: Agreement between the City of Ashland and Ironclad Security 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 Provider's complete written Rate Sheet dated August 8, 2019 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. 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 June 30, 2020, unless sooner terminated as provided in Subsection 6.2. Page 3 of 5: Agreement between the City of Ashland and Ironclad Security 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 - Facilities Maintenance Department Attn: David Arnold 90 North Mountain Avenue Ashland, Oregon 97520 Phone: (541) 552-2292 With a copy to: City of Ashland - Legal Department 20 E. Main Street Ashland, OR 97520 Phone: (541) 488-5350 If to Provider: Ironclad Security Attn: Jason McCauley 2870 Nansen Drive Medford, OR 97504 541-841-0395 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: (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. Page 4 of 5: Agreement between the City of Ashland and Ironclad Security 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: Ironclad curity (PROVID R): By: By: 4~41- Signature Signatur Printed Name Printed Name Aa) P/ re- Title Title 6 sgv 20 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 Ironclad Security IRONCLAD SECURITY TYPICAL LABOR RATES Business Hours: Monday - Friday 7:00am - 5:00pm Regular Onsite Rate - $100/hour Prevailing Wage Rate - $125/hour Remote Computer Tech Support - $80/11ou1- Basic Phone Support -No Charge Advanced Phone Support - $60/11our 24/7 Support Available. After hours and Saturday will be charged at 1.5 times Business Hours rates. Sundays and holidays will be charged at 2 times Business Hours rates. Sincerely, i i Jason McCauley Ironclad Security President August 8`' 2019 'RONCLRO 2870 Nansen Dr. PHONE 541-841-0395 <R*,N 5 E E U R I T W Medforrdd, , OR OR EMAIL info r ironclad-secw ity.com 97504 WEBSITE www.ironclad-secunty.com A~ o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM OD/YYYY) • 08/21/2019 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Sherri Strandy, CISR NAME: Barker-Uedings Insurance, Inc. A//CNN Ext: (541) 757-1321 FIICC No o (541) 757-1328 340 NW 5th St E-MAIL sherri@barkeruerlings.com ADDRESS: P.O. BOX 1378 INSURER(S) AFFORDING COVERAGE NAIC# CoNallls OR 97330 INSURERA: Cincinnati Indemnity Company 23280 INSURED INSURERS: SAIFCorporalion 36196 Ironclad Security LLC INSURER C : 2870 Nansen Dr INSURERD: INSURER E : Medford OR 97504 INSURERF: COVERAGES CERTIFICATE NUMBER: CL1883005763 REVISION NUMBER: THIS IS TO CERTIFYTHATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WTH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 AWLuoUlall POLICYEFF POLICYEXP LTR TYPE OF INSURANCE INSD MD POLICY NUMBER MMIDD/YYYY MMIDD LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FX-1OCCUR PREMISES Ea occurrence $ 1,000,000 MED EXP(Any one person) $ 10,000 A Y ECP 0407678 1011212018 1011212019 PERSONALBADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY PROJECTF-] LOC PRODUCTS - COMP/OPAGG $ 2,000,000 OTHER: NETSP $ 50,000 AUTOMOBILE LIABILITY COMBINEDSINGLE LIMIT $ 1,000,000 Ea accitlent ANYAUTO BODILY INJURY (Per person) $ A X OWNED SCHEDULED ECP 0407678 10/12/2018 1011212019 BODILY INJURY(Peraccitlenp $ AUTOS ONLY AUTOS HIRED NON-OWNED UTOS ONLY X AUTOS ONLY PeOraccitl nt AMAGE $ X A Uninsured motorist $ 1,000,000 UMBRELLA LIAB `y°~°`V 2,000,000 X OCCUR EACI!r&SRRENCE $ A EXCESS LIAB CLAIMS-MADE ECP 0407678 10/1212018 10/12/2019 AGGREGATE $ 2,000,000 DED RETENTION b $ WORKERS COMPENSATION X S PER - TATUTE ERH AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 500,000 B OFFICERIMEMBER EXCLUDED? F-1 NIA 866221 1010112018 10101/2019 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 500,000 If yes, describe under 500,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ Auto Physical Damage Comprehensive Deduct $1000 A ECP 0407678 1010112018 10/01/2019 Collision Deductible $1000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The City of Ashland its officers, agentsm and employees are listed as Additional Insured per GCP204OR CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Ashland ACCORDANCE WITH THE POLICY PROVISIONS. 20 East Main St AUTHORIZED REPRESENTATIVE Ashland OR 97520 ,8 ) ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD ADDITIONAL COVERAGES Ref # I Description Coverage Code Form No. Edition Date Claims Liability BI CLBI Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium 25,000 Ref # Description Coverage Code Form No. Edition Date LEGRV LEGRV Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium 50,000 25,000 1,000 Ref# Description Coverage Code Form No. Edition Date CYEXT CYEXT Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium 10,000 1,000 Ref # Description Coverage Code Form No. Edition Date Property damage-single limit PD Limitl I 1 Limit2 Limit3 Deductible Amount Deductible Type Premium 500 Ref # Description Coverage Code Form No. Edition Date PRSVS PRSVS Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium 50,000 25,000 1,000 Ref # Description Coverage Code Form No. Edition Date NMALD NMALD Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium 50,000 50,000 1,000 Ref # Description Coverage Code Form No. Edition Date FITRV FITRV Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium 50,000 25,000 1,000 Ref # I Description Coverage Code Form No. Edition Date NMALW NMALW Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium 50,000 50,000 1,000 Ref # Description Coverage Code Form No. Edition Date CYLW CYLW Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 25,000 5,000 250 Ref # Description Coverage Cade Form No. Edition Date IDRC IDRC Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium 25,000 250 Ref # Description Coverage Code Form No. Edition Date CYMUC CYMUC Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 25,000 1,000 250 OFADTLCV Copyright 2001, AMS Services, Inc. ADDITIONAL COVERAGES Ref # I Description Coverage Code Form No. Edition Date CYPFP CYPFP Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 50,000 25,000 1,000 Ref # Description Coverage Code Form No. Edition Date PRRES PRRES Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 50,000 1,000 Ref # Description Coverage Code Form No. Edition Date CYMHC CYMHC Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 25,000 1,000 250 Ref# I Description Coverage Code Form No. Edition Date Defense Cost DEFCO Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 50,000 1,000 Ref # Description Coverage Code Form No. Edition Date CYRFP CYRFP Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium 50,000 25,000 1,000 Ref # I Description Coverage Code Form No. Edition Date CPATK CPATK Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 50,000 1,000 Ref# I Description Coverage Code Form No. Edition Date Underinsured motorist combined single limit UNCSL Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium 1,000,000 Ref# Description Coverage Code Form No. Edition Date Essential Services/Other OTEXP Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium 30 5,000 Ref # Description Coverage Code Form No. Edition Date PIP-Basic PIP Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium 15,000 3,000 Ref # Description Coverage Code Form No. Edition Date Umbrella(C) CUMBR Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium $1,500.00 Ref # Description Coverage Code Form No. Edition Date Limitl Limit2 Limit3 Deductible Amount Deductible Type Premium OFADTLCV Copyright 2001, AMS Services, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CinciPakTM CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT - OREGON 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. Medical Payments 8 4. Voluntary Property Damage (Coverage a.) and Care, Custody or Control Liability Coverage (Coverage b.) 8 5. 180 Day Coverage for Newly Formed or Acquired Organizations 9 6. Waiver of Subrogation 9 7. Automatic Additional Insured -Specified Relationships: 9 • Managers or Lessors of Premises; • Lessor of Leased Equipment; • Vendors; • State or Political Subdivisions - Permits Relating to Premises; • State or Political Subdivisions - Permits; and • Contractors' Operations 8. Broadened Contractual Liability - Work Within 50' of Railroad Property14 9. Property Damage to Borrowed Equipment 14 10. Employees as Insureds -Specified Health Care Services: 15 • Nurses; Emergency Medical Technicians; and • Paramedics 11. Broadened Notice of Occurrence 15 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. Medical Payments Medical Expense Limit: $ 10,000 Includes copyrighted material of Insurance GCP 204 OR 05 12 Services Office, Inc., with its permission. Page 1 of 15 4. 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 (For 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 $ 9. Property Damage to Borrowed Equipment Each Occurrence Limit: $ 10,000 Deductible: $ 250 C. Coverages: TION III - LIMITS OF 1. Employee Benefit Liability Coverage INSURANCE; and a. The following is added to SECTION I 2) Our right and duty to 9 defend ends when we - COVERAGES: Employee Benefit have used up the appli- Liability Coverage. cable limit of insurance (1) Insuring Agreement in the payment of judgments or settle- (a) We will pay those sums that ments. the insured becomes legally obligated to pay as dam- No other obligation or liabil- ages caused by any act, er- ity to pay sums or perform ror or omission of the in- acts or services is covered sured, or of any other per- unless explicitly provided for son for whose acts the in- under Supplementary Pay- sured is legally liable, to ments. which this insurance ap- (b) This insurance applies to plies. We will have the right damages only if the act, Br- and duty to defend the in- ror or omission, is negli- sured against any "suit" gently committed in the seeking those damages. "administration" of your However, we will have no "employee benefit program"; duty to defend against any and "suit" seeking damages to which this insurance does 1) Occurs during the pol- not apply. We may, at our icy period; or discretion, investigate any report of an act, error or 2) Occurred prior to the omission and settle any 'first effective date" of claim or "suit' that may re- this endorsement pro- sult But: vided: 1) The amount we will pay a) You did not have for damages is limited knowledge of a as described in SEC- claim or "suit' on or before the 'first Includes copyrighted material of Insurance GCP 204 OR 05 12 Services Office, Inc., with its permission. Page 2 of 15 effective date" of (e) Inadequacy of Perform- this endorsement. ance of Investment I Ad- ' You will be vice Given With Respect deemed to have to Participation knowledge of a Any claim based upon: claim or "suit' when any "author- 1) Failure of any invest- ized represents- ment to perform; tive"; 2) Errors in providing in- I) Reports all, or formation on past per- any part, of the formance of investment act, error or vehicles; or omission to us 3) Advice given to any or any other person with respect to insurer; that person's decision ii) Receives a to participate or not to written or ver- participate in any plan bal demand or included in the "em- claim for dam- ployee benefit pro- ages because gram". of the act, error (f) Workers' Compensation or omission; and Similar Laws and b There is no other Any claim arising out of your failure to comply with the applicable insur- mandatory provisions of any ance. workers' compensation, un- (2) Exclusions employment compensation insurance, social security or This insurance does not apply to: disability benefits law or any (a) Bodily Injury, Property similar law. Damage or Personal and (g) ERISA Advertising Injury Damages for which any in- "Bodily injury", "property sured is liable because of li- damage" or "personal and ability imposed on a fiduci- advertising injury". ary by the Employee Re- tirement Income Security (b) Dishonest, Fraudulent Act of 1974, as now or Criminal or Malicious Act hereafter amended, or by Damages arising out of any any similar federal, state or intentional, dishonest, local laws. fraudulent, criminal or mali- (h) Available Benefits cious act, error or omission, committed by any insured, Any claim for benefits to the including the willful or reck- extent that such benefits are less violation of any statute. available, with reasonable effort and cooperation of the (c) Failure to Perform a Con- insured, from the applicable tract funds accrued or other col- Damages arising out of fail- lectible insurance. ure of performance of con- (i) Taxes, Fines or Penalties tract by any insurer. of Funds Taxes, fines or penalties, (d) Insufficiency including those imposed Damages arising out of an under the Internal Revenue insufficiency of funds to Code or any similar state or meet any obligations under local law. any plan included in the "employee benefit program". Includes copyrighted material of Insurance GCP 204 OR 05 12 Services Office, Inc., with its permission. Page 3 of 15 (j) Employment Related conduct of your business. Practices Your managers are insur- eds, but only with respect to Any liability arising out of their duties as your manag- any: ers. (1) Refusal to employ, (d) An organization other than a (2) Termination of em- partnership, joint venture or ployment; limited liability company, you are an insured. Your "ex- (3) Coercion, demotion, ecutive officers" and direc- evaluation, reassign- tors are insureds, but only ment, discipline, defa- with respect to their duties mation, harassment, as your officers or directors. humiliation, discrimina- Your stockholders are also tion or other employ- insureds, but only with re- ment-related practices, spect to their liability as acts or omissions; or stockholders. (4) Consequential liability (e) A trust, you are an insured. as a result of (1), (2) or Your trustees are also in- (3) above. sureds, but only with respect to their duties as trustees. This exclusion applies whether the insured may be (2) Each of the following is also an held liable as an employer insured: or in any other capacity and to any obligation to share (a) Each of your "employees" damages with or repay who is or was authorized to someone else who must administer your "employee pay damages because of benefit program". the injury. (b) Any persons, organizations (3) Supplementary Payments or "employees" having proper temporary authoriza- SECTION I - COVERAGES, tion to administer your "em- SUPPLEMENTARY PAY- ployee benefit program" if MENTS - COVERAGES A AND you die, but only until your B also apply to this Coverage. legal representative is ap- b. Who is an Insured pointed. ( As respects Employee Benefit Liabil- c) Your legal representative if you die, but only with re- ity Coverage, SECTION I) - WHO IS spect to duties as such. AN INSURED is deleted in its entirety That representative will and replaced by the following: have all your rights and du- (1) If you are designated in the Dec- ties under this Coverage larations as: Pad. (a) An individual, you and your (3) Any organization you newly ac- spouse are insureds, but quire or form, other than a part- only with respect to the con- nership, joint venture or limited duct of a business of which liability company, and over which you are the sole owner. Wu maintain ownership or ma- jority interest, will qualify as a (b) A partnership or joint ven- Named Insured if no other simi- ture, you are an insured. lar insurance applies to that or- Your members, your part- ganization. However, coverage ners, and their spouses are under this provision: also insureds but only with respect to the conduct of (a) Is afforded only until the your business. 180th day after you acquire or form the organization or (c) A limited liability company, the end of the policy period, you are an insured. Your whichever is earlier; and members are also insureds, but only with respect to the Includes copyrighted material of Insurance GCP 204 OR 05 12 Services Office, Inc., with its permission. Page 4 of 15 (b) Does not apply to any act, However, the amount paid under error or omission that was this endorsement shall not ex- committed before you ac- ceed, and will be subject to the quired or formed the organi- limits and restrictions that apply zation. to the payment of benefits in any c. Limits of Insurance plan included in the "employee benefit program". As respects Employee Benefit Liabil- (4) Deductible Amount ity Coverage, SECTION III - LIMITS OF INSURANCE is deleted in its en- (a) Our obligation to pay dam- tirety and replaced by the following: ages on behalf of the in- (1) The Limits of Insurance shown in sured applies only to the amount of damages in ex- Section B. Limits of Insurance, cess of the deductible 1. Employee Benefit Liability amount stated in the Decla- Coverage and the rules below rations as applicable to fix the most we will pay regard- Each Employee. The limits less of the number of of insurance shall not be re- (a) Insureds; duced by the amount of this deductible. (b) Claims made or "suits" brought; (b) The deductible amount stat- ed in the Declarations ap- (c) Persons or organizations plies to all damages sus- making claims or bringing tained by any one "em- "suits"; ployee", including such "em- (d) Acts, errors or omissions; or ployeeV' dependents and beneficiaries, because of all (e) Benefits included in your acts, errors or omissions to "employee benefit program". which this insurance ap- plies. (2) The Aggregate Limit shown in Section B. Limits of Insurance, (c) The terms of this insurance, 1. Employee Benefit Liability including those with respect Coverage of this endorsement is to: the most we will pay for all dam- 1) Our right and duty to ages because of ads, errors or defend the insured omissions negligently committed against any "suits" in the "administration" of your seeking those dam- "employee benefit program". ages; and (3) Subject to the limit described in 2) Your duties, and the (2) above, the Each Employee duties of any other in- Limit shown in Section B. Limits volved insured, in the of Insurance, 1. Employee event of an ad, error or Benefit Liability Coverage of omission, or claim, this endorsement is the most we will pay for all damages sus- apply irrespective of the ap- tained by any one "employee", plication of the deductible including damages sustained by amount. such "employee's" dependents and beneficiaries, as a result of: (d) We may pay any part or all of the deductible amount to (a) An act, error or omission; or effect settlement of any (b) A series of related acts, er- claim or "suit"and, upon no- tification of the action taken, rors or omissions, regard- you shall promptly reim- less of the amount of time burse us for such part of the that lapses between such deductible amount as we ads, errors or omissions, have paid. negligently committed in the d. Additional Conditions "administration" of your "em- ployee benefit program". As respects Employee Benefit Li- ability Coverage, SECTION IV - Includes copyrighted material of Insurance GCP 204 OR 05 12 Services Office, Inc., with its permission. Page 5 of 15 COMMERCIAL GENERAL, LIABIL- d. No insured will, except at that in- ITY CONDITIONS is amended as fol- sured's own cost, voluntarily lows: make a payment, assume any Duties in the Event of obligation, or incur any expense (1) Item 2. without our consent. Occurrence, Offense, Claim or Suit is deleted in its entirety and (2) Item 5. Other Insurance is de- replaced by the following: leted in its entirety and replaced 2. Duties in the Event of an Act, Error by the following: or Omission, or Claim or Suit 5. Other Insurance a. You must see to it that we are If other valid and collectible notified as soon as practicable of insurance is available to the an act, error or omission which insured for a loss we cover may result in a claim. To the ex- under this Coverage Part, tent possible, notice should in- our obligations are limited clude: as follows: (1) What the act, error or omis- a. Primary Insurance sion was and when it oc- curred; and This insurance is pd- mary except when c. (2) The names and addresses below applies. If this in- of anyone who may suffer surance is primary, our damages as a result of the obligations are not af- act, error or omission. fected unless any of the other insurance is also b. If a claim is made or "suit' is primary. Then, we will brought against any insured, you share with all that other must: insurance by the meth- (1) Immediately record the spe- od described in b. be- cfics of the claim or "suit' low• and the date received; and b. Method of Sharing (2) Notify us as soon as practi- If all of the other insur- cable. ance permits contribu- You must see to it that we re- tion by equal shares, ceive written notice of the claim we will follow this meth- or "suit' as soon as practicable. od also. Under this ap- proach each insurer c. You and any other involved in- contributes equal sured must: amounts until it has paid its applicable limit (1) Immediately send us copies of insurance or none of of any demands, notices, the loss remains, summonses or legal papers whichever comes first. received in connection with the claim or "suit'; If any of the other in- - (2) us to obtain re- surance does not per- mit contribution by cords and other information; equal shares, we will (3) Cooperate with us in the in- contribute by limits. vestigation or settlement of Under this method, the claim or defense against each insurer's share is the "suit'; and based on the ratio of its applicable limit of in- (4) Assist us, upon our request, surance to the total sp- in the enforcement of any plicable limits of insur- right against any person or ance of all insurers. organization which may be liable to the insured be- c. No Coverage cause of an act, error or This insurance shall not omission to which this in- cover any loss for surancee may also apply. which the insured is an- Includes copyrighted material of Insurance GCP 204 OR 05 12 Services Office, Inc., with its permission. Page 6 of 15 titled to recovery under following benefits to "em- any other insurance in ployees", whether provided force previous to the ef- through a "cafeteria plan" or fective date of this otherwise: Coverage Part. a. Group life insurance; e. Additional Definitions group accident or As respects Employee Benefit Li- health insurance; den- tal, vision and hearing ability Coverage, SECTION V - plans; and flexible DEFINITIONS is amended as fol- spending accounts; lows: provided that no one (1) The following definitions are other than an "em- added: ployee" may subscribe to such benefits and 1. "Administration" means: such benefits are made generally available to a. Providing information to those "employees" who "employees", including satisfy the plan's eligi- their dependents and bility requirements; beneficiaries, with re- spect to eligibility for or b. Profit sharing plans, scope of "employee employee savings benefit programs"; plans, employee stock ownership plans, pen- b. Interpreting the "em- ployee benefit pro- Sion plans and stock subscription plans, pro- grams'"; vided that no one other c. Handling records in than an "employee" connection with the may subscribe to such "employee benefit pro- benefits and such grams"; or benefits are made gen- erally available to all d. Effecting, continuing or "employees" who are terminating any "em- eligible under the plan ployee's" participation for such benefits; in any benefit included in the "employee bene- c. Unemployment insur- fit program". ance, social security benefits, workers' com- However, "administration" pensation and disability does not include: benefits; and a. Handling payroll deduc- d. Vacation plans, includ- tions; or ing buy and sell pro- grams; leave b. The failure to effect or of ab- b. any insurance sense programs, in- or adequate limits of cluding military, mater- nity, family, and civil coverage of insurance, leave; tuition assistance including but not limited plans; transportation to unemployment in- and health club subsi- surance, social security dies. benefits, workers' com- pensation and disability 4. "First effective date" means benefits. the date upon which cover- 2. "Cafeteria plans" means age was first effected in a plan authorized by applica- series of uninterrupted re- ble law to allow "employees" newals age. of insurance cover- to elect to pay for certain benefits with pre-tax dollars. (2) The following definitions are de- 3. "Employee benefit pro- leted in their entirety and re- grams" means a program placed by the following: providing some or all of the Includes copyrighted material of Insurance GCP 204 OR 05 12 Services Office, Inc., with its permission. Page 7 of 15 21. 'Suit' means a civil pro- erations incidental to the insured's ceeding in which money business when: damages because of an act, error or omission to which (1) Damage is caused by the in- this insurance applies are sured; or alleged. "Suit' includes: (2) Damage occurs while in the in- a. An arbitration proceed- sured's possession. ing in which such dam- With your consent, we will make ages are claimed and these payments regardless of fault. to which the insured must submit or does b. Care, Custody or Control Liability submit with our con- Coverage sent; SECTION 1 - COVERAGES, COW b. Any other alternative ERAGE A. BODILY INJURY AND dispute resolution pro- PROPERTY DAMAGE LIABILITY, 2. ceeding in which such Exclusions, j. Damage to Property, damages are claimed Subparagraphs (3), (4) and (5) do not and to which the in- apply to "property damage" to the sured submits with our property of others described therein. consent; or With respell to the insurance provided by c. An appeal of a civil pro- this section of the endorsement, the fol- ceeding. lowing additional provisions apply: 8. "Employee" means a person a. The Limits of Insurance shown in the actively employed, formerly Declarations are replaced by the lim- employed, on leave of ab- its designated in Section B. Limits of sence or disabled, or re- Insurance, 4. Voluntary \Property tired. "Employee" includes a Damage and Care, Custody or 'leased worker". "Employee" Control Liability Coverage of this does not include a "tempo- endorsement with respect to cover- rary worker". age provided by this endorsement. 2. Unintentional Failure to Disclose Haz- These limits are inclusive of and not in addition to the limits being re- ards placed. The Limits of Insurance SECTION IV -COMMERCIAL GENERAL shown in Section B. Limits of Insur- 7. Represen- ance 4. Voluntary Property Dam- LIABILITY CONDITIONS tations is hereby amended by the addi- age and Care, Custody or Control tion of the following: Liability Coverage of this endorse- ment fix the most we will pay in any Based on our dependence upon your rep- one "occurrence" regardless of the resentations as to existing hazards, if un- number of. intentionally you should fail to disclose all such hazards at the inception date of your (1) Insureds; policy, we will not reject coverage under (2) Claims made or "suits" brought; this Coverage Part based solely on such or failure. 3. Medical Payments (3) Persons or organizations making claims or bringing "suits". The Medical Expense Limit of Any One b. Deductible Clause Person as stated in the Declarations is amended to the limit shown in Section B. (1) Our obligation to pay damages Limits of Insurance, 3. Medical Pay- on your behalf applies onlyto the meats of this endorsement, amount of damages for each "occurrence" which are in excess 4. Voluntary Property Damage and Care, of the deductible amount stated Custody or Control Liability Coverage in Section B. Limits of Insur- a. Voluntary Property Damage Cov- ance, 4. Voluntary Property erage Damage and Care, Custody or Control Liability Coverage of We will pay for "property damage" to this endorsement. The limits of property of others arising out of op- insurance will not be reduced by Includes copyrighted material of Insurance GCP 204 OR 0512 Services Office, Inc., with its permission. Page 8 of 15 the application of such deducti- insured under this Coverage.Part ble amount. by reason of (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 "suit' irrespective of the amount. (b) An oral agreement or con- tract where a certificate of (3) We may payanypart or all of the insurance showing that per- deductible amount to effect set- son or organization as an tlement of any claim or "suit" additional insured has been and, upon notification of the ac- issued, tion taken, you shall promptly re- imburse us for such part of the is an insured, provided: deductible amount as has been (a) The written or oral contract paid by us. or agreement is: 5. 180 Day Coverage for Newly Formed or 1) Currently in effect or Acquired Organizations becomes effective dur- SECTION 11 - WHO IS AN INSURED is ing the policy period; amended as follows: and Subparagraph a. of Paragraph 4. is here- 2) Executed prior to an by deleted and replaced by the following: "occurrence" or offense to which this insurance a. Insurance under this provision is af- • would apply; and forded only until the 180th day after you acquire or form the organization (b) They are not specifically or the end of the policy period, named as an additional in- whichever is earlier; sured under any other pro- vision of, or endorsement 6. Waiver of Subrogation added to, this Coverage SECTION IV -COMMERCIAL GENERAL Part. LIABILITY CONDITIONS, 9. Transfer of (2) Only the following persons or or- Rights of Recovery Against Others to ganizations are additional insur- Us is hereby amended by the addition of eds under this endorsement, and the following: insurance coverage provided to We waive any right of recovery we may such additional insureds is lim- have because of payments we make for ited as provided herein: injury or damage arising out of your ongo- (a) The manager or lessor of a ing operations or 'your work" done under premises leased to you with a written contract requiring such waiver whom you have agreed per with that person or organization and in- Paragraph 7.a.(1) above to cluded in the "products-completed opera- provide insurance, but only tions hazard". However, our rights may with respect to liability aris- only be waived prior to the "occurrence" ing out of the ownership, giving rise to the injury or damage for maintenance or use of that which we make payment under this Cov- part of a premises leased to erage Part. The insured must do nothing you, subject to the following after a loss to impair our rights. At our re- additional exclusions: quest, the insured will bring "suit" or trans- fer those rights to us and help us enforce This insurance does not ap- those rights. ply to: 7. Automatic Additional Insured - Speci- 1) Any "occurrence" which fied Relationships takes place after you cease to be a tenant in a. The following is hereby added to that premises. SECTION II -WHO IS AN INSURED: 2) Structural alterations, (1) Any person or organization de- new construction or scribed in Paragraph 7.a.(2) be- demolition operations low (hereinafter referred to as performed by or on be- additional insured) whom you are half of such additional required to add as an additional insured. Includes copyrighted material of Insurance GCP 204 OR 05 12 Services Office, Inc., with its permission. Page 9 of 15 I (b) Any person or organization made intentionally from which you lease by the vendor; equipment with whom you have agreed per Paragraph d) Repackaging, ex- 7.a.(1) above to provide in- cept when un- surance. Such person(s) or packed solely for organization(s) are insureds, the purpose of in- but only to the extent that spection, demon- the liability or "bodily irjury", stration, testing, or "property damage" or "per- the substitution of sonal and advertising injury" parts under fin- is caused by your negli- structions from the gence, ads, or omissions in manufacturer, and the maintenance, operation then repackaged or use of equipment leased in the original con- to you by such person(s) or tainer; organization(s). However, e) Any failure to this insurance does not ap- make such inspec- ply to any "occurrence" tions, adjustments, which takes place after the tests or servicing equipment lease expires. as the vendor has (c) Any person or organization agreed to make or (referred to below as ven- normally under- ' dor) with whom you have takes to make in agreed per Paragraph the usual course of 7.a.(1) above to provide in- business, in con- surance, but only with re- nection with the spect to "bodily injury" or distribution or sale "property damage" arising of the products; out of 'your products" which f) Demonstration, in- are distributed or sold in the stallation, servicing regular course of the ven- or repair opera- dor's business, subject to tions, except such the following additional ex- operations per- clusions: formed at the ven- t) The insurance afforded dot's premises in the vendor does not connection with apply to: the sale of the product; a) "Bodily injury' or "property damage" g) Products which, for which the ven- after distribution or dor is obligated to sale by you, have pay damages by been labeled or re- reason of the as- labeled or used as sumption of liability a container, part or in a contract or ingredient of any agreement. This other thing or sub- exclusion does not stance by or for apply to liability for the vendor; or damages that the h) "Bodily Injury" or vendor would have "property damage" in the absence of arising out of the the contract or negligence, acts or agreement; omissions of the b) Any express war- vendor, its em- ranty unauthorized ployees or anyone by you; else acting on its behalf. c) Any physical or chemical change 2) This insurance does not in the product apply to any insured person or organization: Includes copyrighted material of Insurance GCP 204 OR 0512 Services Office, Inc., with its permission. Page 10 of 15 a) From whom you 1) This insurance applies have acquired only with respect to op- such products, or erations performed by any ingredient, you or on your behalf part or container, for which the state or entering into, ac- political subdivision has companying or issued a permit. containing such products; or 2) This insurance does not apply to "bodily injury", b) When liability in- "property damage" or cluded within the "personal and advertis- "products- ing injury" arising out of completed opera- operations performed tions hazard" has for the state or political been excluded un- subdivision. der this Coverage Part with respect (f) For "your work" performed to such products. in Oregon, any person or organization with which you (d) Any state or political subdi- have agreed per Paragraph vision with which you have 7.a.(1) above to provide in- agreed per Paragraph surance, but only to the ex- 7.a.(1) above to provide in- tent that the liability is surance, subject to the fol- caused by "your work" per- lowing additional provision: formed for that additional in- sured and only to the extent This insurance applies only that such liability is caused with respect to the following by your negligence or the hazards for which the state negligence of those acting or political subdivision has on your behalf. A person or issued a permit in connec- organization's status as an tion with premises you own, insured under this provision rent or control and to which of this endorsement contin- this insurance applies: ues for only the period of 1) The existence, mainte- time required by the written nance, repair, construc- contract or agreement, but tion, erection, or re- in no event beyond the expi- moval of advertising ration date of this Coverage signs, awnings, cano- Part. If there is no written pies, cellar entrances, contract or agreement, or if coal holes, driveways, no period of time is required manholes, marquees, by the written contract or hoist away openings, agreement, a person or or- sidewalk vaults, street ganization's status as an in- banners, or decorations sured under this endorse- and similar exposures; ment ends when your op- or erations for that insured are completed. 2) The construction, erec- tion, or removal of ele- (g) For "your work" performed vators; or in the "coverage territory' but not in Oregon, any per- 3) The ownership, main- son or organization with tenance, or use of any which you have agreed per elevators covered by Paragraph 7.a.(1) above to this insurance. provide insurance, but only (e) Any state or political subdi- with respect to liability aris- vision with which you have ing out of ' your work " per- agreed per Paragraph formed for that additional in- agreed by you or on your be- 7.a.(1) above to provide in- half. A person or organiza- surance, subject to the fol- tion's status as an insured lowing provisions: under this provision of this endorsement continues for Includes copyrighted material of Insurance GCP 204 OR 05 12 Services Office, Inc., with its permission. Page 11 of 15 only the period of time re- construction work quired by the written con- you perform. tract or agreement, but in no event beyond the expiration 2) Subject to Paragraph 3) date of this Coverage Part. below, professional If there is no written contract services include: or agreement, or if no period a) Preparing, approv- of time is required by the ing or failing to written contract or agree- prepare or ap- ment, a person or organiza- prove maps, shop tion's status as an insured drawing, opinions, under this endorsement reports, surveys, ends when your operations field orders, for that insured are com- change orders, or pleted. drawings and (3) Any insurance provided to an specifications; and additional insured designated b) Supervisory, or in- under Paragraph 7.a.(2): spection activities (a) Subparagraphs (e), (f) and performed as part (g) do not apply to'bodily in- of any related ar- jury" or "property damage" chitectural or engi- included within the "prod- neering activities. ucts-completed operations 3) Professional services hazard"; do not include services (b) Subparagraphs (a), (b), (d), within construction (e), (f) and (g) do not apply means, methods, tech- to 'bodily injury', "property niques, sequences and damage" or "personal and procedures employed advertising injury" arising by you in connection out of the sole negligence or with construction work willful misconduct of the ad- you perform. ditional insured or its "em- (d) Subparagraphs (f) and (g) ployees"; or do not apply to "bodily in- (c) Subparagraphs (f) and (g) jury" or "property damage" do not apply to bodily in- arising out of'yourwork" for jury", "property damage" or which a consolidated (wrap- ')oersonal and advertising in- up) insurance program has jury" arising out of been provided by the prime contractor/ project manager 1) The rendering of, or or owner of the construction failure to render, any project in which you are in- professional services volved. by you or on your be- half, but only with re- b. Only with regard to insurance pro- spect to either or both vided to an additional insured desig- of the following opera- nated under Paragraph 7.a.(2) Sub- tions: paragraphs (f) and (g) above, SEC- TION III - LIMITS OF INSURANCE is a) Providing engi- amended to include: neering, architec- tural, or surveying The limits applicable to the additional services, to others; insured are those specified in the and written contract or agreement or in the Declarations of this Coverage b) Providing, or hiring Part, whichever are less. If no limits independent pro- are specified in the written contract or fessionals to pro- agreement, or if there is no written vide, engineering, contract or agreement, the limits ap- architectural or plicable to the additional insured are surveying services those specified in the Declarations of in connection with this Coverage Part. The limits of in- surance are inclusive of and not in Includes copyrighted material of Insurance GCP 204 OR 05 12 Services Office, Inc., with its permission. Page 12 of 15 addition to the limits of insurance coverage for the addi- shown in the Declarations. tional insured: c. SECTION IV - COMMERCIAL GEN- (1) Be provided by the ERAL LIABILITY CONDITIONS is Insurance Ser- hereby amended as follows: vices Office addi- Condition 5. Other Insurance is tional insured form O number CG 32 61, amended to indude: CG 32 62 or CG (a) Where required by a written 32 63; or contract or agreement, this (2) Include coverage insurance is primary and / or for completed op- nonoontributory as respects erations; or any other insurance policy issued to the additional in- (3) Include coverage sured, and such other in- for'your work"; surance policy shall be ex- cess and / or noncontribut- and where the lim- ing, whichever applies, with its or coverage this insurance. provided to the additional insured (b) Any insurance provided by is more restrictive this endorsement shall be than was specially primary to other insurance required in that available to the additional written contract or insured except: agreement, the terms of Para- 1) As otherwise provided graphs 7.a.(3)(a) in SECTION IV - or 7.b. above, or COMMERCIAL GEN- any combination ERAL LIABILITY thereof, shall be CONDITIONS, 5. Oth- interpreted as er Insurance, b. Ex- providing the limits cess Insurance; or or coverage re- 2) For any other valid and quired by the collectible insurance terms of the writ- available to the addi- ten contract or tional insured as an ad- agreement, but ditional insured by at- only to the extent tachment of an en- that such limits or dorsement to another coverage is in- insurance policy that is cluded within the written on an excess terms of the Cov- basis. In such case, the erage Part to coverage provided un- which this en- der this endorsement dorsement is at- shall also be excess. tached. (2) Condition 11. Conformance to b. With respect to addi- Specific Written Contract or tional insureds de- Agreement is hereby added: scribed in Paragraph 7.a.(2)(f) above only: 11. Conformance to Specific Written Contract or If a written contract or Agreement agreement between you and the additional a. With respect to addi- insured specifies that tional insureds de- coverage for the addi- scribed in Paragraph tional insured: 7.a.(2)(f) above only. (1) Be provided by the If a written contract or Insurance Ser- agreement between vices Office addi- you and the additional tional insured form insured specifies that number CG 20 10 Includes copyrighted material of Insurance GCP 204 OR 05 12 Services Office, Inc., with its permission. Page 13 of 15 or CG 20 37 Paragraphs (3) and (4) of this exdu- (where edition sion do not apply to tools or equip- specified); or ment loaned to you, provided they are not being used to perform operations (2) Include coverage at the time of loss. for completed op- erations; or b. With respect to the insurance pro- vided by this section of the endorse- (3) Include coverage ment, the following additional provi- for'Wur 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, 9. 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- clusive of and not in addition to graphs 7.a.(3)(a), the limits being replaced. The 7.a.(3)(b) or 7.b. above, Limits of Insurance shown in or any combination Section B. Limits of Insurance, thereof, shall be inter- 9. of this endorsement fix the preted as providing the most we will pay in any one "oc- limits or coverage re- currenoe" regardless of the quired by the terms of number of. the written contract or agreement, but only to (a) Insureds; the extent that such lim- its or coverage is in- (b) Claims made or "suits" cluded within the terms brought; or of the Coverage Part to (c) Persons or organizations which this endorsement making claims or bringing is attached. If, however, "suits". the written contract or agreement specifies (2) Deductible Clause the Insurance Services Office additional in- (a) Our obligation to pay dam- sured form number CG ages on your behalf applies 20 10 but does not only to the amount of dam- specifywhich edition, or ages for each "occurrence" specifies an edition that which are in excess of the does not exist, Para- Deductible amount stated in graphs 7.a.(3)(a) and Section B. Limits of Insur- 7.a.(3)(b) of this en- ance, 9. of this endorse- dorsement shall not ment. The limits of insur- apply and Paragraph ance will not be reduced by 7.b. of this endorse- the application of such De- ment shall apply. ductible amount. 8. Broadened Contractual Liability -Work (b) Condition 2. Duties in the Within 50' of Railroad Property Event of Occurrence, Of- fense, Claim or Suit, ap- It is hereby agreed that Paragraph f.(1) of plies to each claim or "suit" Definition 12. 'Insured contract' (SEC- irrespective of the amount. TION V - DEFINITIONS) is deleted. (c) We may pay any part or all 9. Property Damage to Borrowed Equip- of the deductible amount to ment effect settlement of any a. The following is hereby added to Ex- claim or "suit' and, upon no- tification of the action taken, clusion j. Damage to Property of you shall promptly reim- Paragraph 2., Exclusions of SEC- bursa us for such part of the TION I - COVERAGES, COVERAGE deductible amount as has A. BODILY INJURY AND PROP- been paid by us. ERTY DAMAGE LIABILITY: Includes copyrighted material of Insurance GCP 204 OR 06 12 Services Office, Inc., with its permission. Page 14 of 15 10. Employees as Insureds - Specified TIONS) is hereby deleted and replaced by Health Care Services the following: It is hereby agreed that Paragraph a. You must see to it that we are notified 2.a.(1)(d) of SECTION li - WHO IS AN as soon as practicable of an "occur- INSURED, does not apply to your "em- rence" or an offense which may result ployees" who provide professional health in a claim. To the extent possible, no- care services on your behalf as duly li- tice should include: tensed: (1) How, when and where the "oc- a. Nurses; currenoe" or offense took place; b. Emergency Medical Technicians; or (2) The names and addresses of c. Paramedics, any injured persons and wit- c. in the jurisdiction where an "occurrence" (3) The nature and location of any or offense to which this insurance applies injury or damage arising out of takes place. the "occurrence" or offense. 11. Broadened Notice of Occurrence This requirement applies only when Paragraph a. of Condition 2. Duties in the "occurrence" or offense is known the Event of Occurrence, Offense, to an "authorized representative". Claim or Suit (SECTION IV - COMMER- CIAL GENERAL LIABILITY CONDI- Includes copyrighted material of Insurance GCP 204 OR 0512 Services Office, Inc., with its permission. Page 15 of 16 i Purchase Order Fiscal Year 2020 Page: 1 of: 1 4*HIS O NVrialBER=6MD afi R E N ALL.= B City of Ashland ATTN: Accounts Payable L 20 E. Main L Order Purchase 20200`14 Ashland, OR 97520 - Order # T Phone: 541/552-2010 O Email: payable@ashland.or.us S V H C/O Facilities Maintenance Div E IRONCLAD SECURITY, LLC 1 90 North Mountain Ave N 2870 NANSEN DR P Ashland, OR 97520 D MEDFORD, OR 97504 Phone: 541/488-5358 O O Fax: 5411552-2304 R Wes Hoadle 09/09/2019 2612 FOB ASHLAND OR/NET30 Cit Accounts Pa able Lock and Key Services 1 Lock and Key Services 1 $4,995.0000 $4,995.00 Goods & Services Agreement Completion date: 06/30/2020 Project Account: GL SUMMARY 082400 - 602400 $4,995.00 By:t6j1 Date: Authorized Signature = $4,995.00 FORM #3 c-~ CITY OF ASHLAND REQUISITION Date of request: 8/29/2019 jt Required date for delivery: Vendor Name Ironclad Security Address, City, State, Zip 2870 Nansen Drive Medford OR 97504 Contact Name & Telephone Number Jason McCauley 541-841-0395 Email address SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached Attach co of council communication -(If council approval required, attach co of CC ® Small Procurement ❑ Request for Proposal Cooperative Procurement Not exceeding $5,000 Date approved by Council: ❑ State of Oregon ® Direct Award _(Attach copy of council communication) Contract # ❑ Verbal/Written quote(s) or proposal(s) ❑ Request for Qualifications (Public Works) ❑ State of Washington Date approved by Council: Contract # Attach co of council communication ❑ Other government agency contract Intermediate Procurement ❑ Sole Source Agency GOODS & SERVICES ❑ Applicable Form (#5, 6, 7 or 8) Contract # Greater than $5,000 and less than $100,000 ❑ Written quote or proposal attached Intergovernmental Agreement ❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services >$5K & <$75K Agency PERSONAL SERVICES ❑ Special Procurement ❑ Annual cost to City does not exceed $25,000. Greater than $5,000 and less than $75,000 ❑ Form #9, Request for Approval Agreement approved by Legal and approved/signed by ❑ Direct appointment not to exceed $35,000 ❑ Written quote or proposal attached City Administrator. AMC 2.50.070(4) ❑ (3) Written proposals/written solicitation Date approved by Council: ❑ Annual cost to City exceeds $25,000, Council ❑ Form #4, Personal Services >$5K & <$75K Valid until: Date approval required. (Attach copy of council communication) Description of SERVICES Total Cost Lock and key service for FY20 $ 4,995.00 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost ❑ Per attached quotelproposal TOTAL COST Project Number _ _ _ _ _ _ _ Account Number 082400-602400 "Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No By signing this requisition form, I certif th t the City's public contracting requirements have been satisfied. Employee: Department Head: GZe s-' (Equal to or greater than $5,000) Department Manager/Supervisor: City Administrator: (Equal to or greater than $25,000) Funds appropriated for current fiscal year: YES / NO Deputy Finance Director- (Equal to or greaterthan $5,000) Date Comments: Form #3 - Requisition