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HomeMy WebLinkAbout2023-005 PO 20230209 - Aquatic Renovation Systems Inc Purchase Order CITY R EC R �,.P \ Fiscal Year 2023 Page: 1 of: 1 B City of Ashland ATTN:Accounts Payable L 20 E. Main Purchase20230209 Ashland, OR 97520 Order# T Phone: 541/552-2010 0 Email: payable@ashland.or.us V H C/O Recreation Division (Grove E AQUATIC RENOVATION SYSTEMS INC I 1195 East Main Street N 2825 E 55TH PLACE p Ashland, OR 97520 EN INDIANAPOLIS, IN 46220 Phone: 541/488-5340 R T Fax: 541/488-5314 s S Rt3Witte - °Zej Te s i ��R�-Ie gs€;.y['>7€ Pa�e�sl--'--. --�5 .,7fe'_:la� e5 €=3 .,3FI� - - _ Rachel Dials r -_--ter -= —�� €dere =_ ;gia s Ei 3?el =� }f $ €If ` —_ �1 @�' j- alar-E�fc_ .r x a = �� s .I @31a3a t it 31s= 01/10/2023 7493 FOB ASHLAND OR/NET30 City Accounts Pa able _- ..B a �.�. =. a43-°=-__3= t r7-'�-' 1 a Pool Liner Daniel Meyer Pool 1 Labor, materialstools and equipment to install pool liner at the 1.0 $61,305.00 $61,305.00 Daniel Meyer Memorial Pool • Goods and Services Agreement(Greater than $35,000) Completion date: 10/31/2023 Project Account: E-000706-999 ***************GL SUMMARY*************** 123000-704200 • $61,305.00 I I - I, • (S/ /k3_ s By: Date: Authorized Signature zQccs ,P=__—== $61 305.00 FORM,#3 a�� �.� g CITY OF -' A r gig ASH LAN D A, request fora Purchase O� ���° l REQUISITION t, f D /0 Date of request: 12/19/2022 • i t (fool, 2 b I P Required date for delivery: Vendor Name I�LW, RenoSys Corportation Address,City,State,Zip O' 2825 East 55th Place Indianapolis, IN 46220 Contact Name&Telephone Number Michael Comstock 800.783.7005 Email address 7--Q 7 cQ 7 7 renosys@aol.com SOURCING METHOD ❑ Exempt from Competitive Bidding 0 Invitation to Bid ❑ Emergency O Reason for exemption: Date approved by Council: ❑ Form#13,Written findings and Authorization O AMC 2.50 (Attach copy of council communication) 0 Written quote or proposal attached ❑ Written quote or proposal attached _(If council approval required,attach copy of CC) O Small Procurement ❑ Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by Council:_ ❑ State of Oregon O Direct Award _(Attach copy of council communication) Contract# O Verbal/Written bid(s)or proposal(s) ❑ Request for Qualifications(Public Works) ❑ State of Washington Date approved by Council: - Contract#_ _(Attach copy of council communication) ❑ Other government agency contract -----"rij ermediate Procurement 0 Sole Source Agency es ODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) Contract# V .ter than '.5 000 and less than ',100 000 ❑ Written quote or proposal attached Intergovernmental Agreement ►.1 (3)Written bids&solicitation attached ❑ Form#4,Personal Services$5K to$75K Agency PERSONAL SERVICES Date approved by Council: ❑ Annual cost to City does not exceed$25,000. Greate an$5,000 and less than$75,000 Valid until: (Date) Agreement approved by Legal and approved/signed by ess than$35,000,by direct appointment ❑ Special Procurement City Administrator.AMC 2.50.070(4) (3)Written proposals&solicitation attached ❑ Form#9,Request for Approval ❑ Annual cost to City exceeds$25,000,Council orm#4,Personal Services$5K to$75K ❑ Written quote or proposal attached approval required.(Attach copy of council communication) Date approved by Council:_ Valid until: (Date) Description of SERVICES labor,materials,tools and equipment to install a pool liner at the Daniel Meyer Memorial Pool. TOTAL COST k $ '61,305.00 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost _ • E■ Per attached quotelproposal . TOTALvCOST Project Number 0 0 0 7 0 6 Account Number 1 2 3 0 0 0-- 0 4 2 0 0 $0:1305:00 Account Number - Account Number - *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,or�rmiI certify that the City's public contracting requirements have been satisfied. Employee: /a-4-a- A- _ Department Head: likAA"--etl— l to or gn$5,000) Department ManagerlSupervisor: a(i�,l� / City Manager: Funds appropriated for current fiscal year YES /NO /44°"57-....(44(4411(Greater than 00) �,�� ® �g F'nance Directgri ua to or greater than$5,000) Da Comments: .�il.�t `� t)C� d°� �S 13�'l 12/3--3/47— P .Z Z U l i i Form#3-Requisition • Kariann Olson From: Heather Rodriguez Sent: Monday,January 09,2023 7:07 AM To: Kariann Olson Subject: New Vendors Sorry for the delay.The vendors are ready for use. Vendor 7492—Powell Engineering and Consulting, LLC Vendor 7493-Aquatic Renovation Systems, Inc Heather Rodriguez,Accounts Payable rf , ,: gtv jo#'14, City of Ashland , Finance Department 20.E Main St,Ashland,Oregon 97520 541-552-2010 I TTY 800.735.2900 Heather.rodriguez@ashland.or.us • Online ashland,or.us;social media(Facebook @CityOfAshlandOregon I Twitter @CityofAshland) Thisemail transmission is official business of the City of Ashland,and it is subject to Oregon Public Records Law for disclosure and retention.If you have received this message in error,please contact me at 541-552-2010. • 1 • , 1 ,, ` \ GOODS AND SERVICES AGREEMENT (GREATER THAN $35,000) PROVIDER: RenoSys Corporation CITY OF PROVIDER'S CONTACT: Michael Comstock ASHLAND 20 East Main Street ADDRESS: 2825 East 55th Place Ashland,Oregon 97520 Indianapolis, IN 46220 Telephone: 541/488-5587 Fax: 541/488-6006 PHONE: 800.783.7005 This Goods and Services Agreement (hereinafter "Agreement") is entered into by and.-between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and RenoSys Corporation, a domestic business corporation(hereinafter"Provider"), to provide labor, materials,tools and equipment to install a pool liner at the Daniel Meyer Memorial Pool. 1. PROVIDER'S OBLIGATIONS 1.1 Provide labor, materials, tools and equipment to install a pool liner 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; and • Workers' Compensation. 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 Page 1 of 6: Goods and Services Agreement between the City of Ashland and RenoSys Corp. • 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. 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. As evidence of the insurance required by this Agreement,the Provider shall furnish an acceptable insurance certificate prior to commencing any Work. 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. 1.6 Living Wage Requirements: If the amount of this Agreement is $24,050.68 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. Provider 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$61,305.00 (sixty-one thousand three hundred and five dollars) 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$61,305.00 (sixty-one thousand three hundred and five dollars) 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 isfree 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. Page 2 of 6: Goods and Services Agreement between the City of Ashland and RenoSys Corp. 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 Provider shall not assign this Agreement or subcontract any portion of the Work to be provided hereunder without the prior written consent of the City. Any attempted assignment or subcontract without written consent of the City shall be void. Provider shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by the City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and the City. 3.5 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. 3.6 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. 3.7 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 3.8 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. 3.9 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. 3.10 Neither party to this Agreement shall hold the other responsible for damages or delay inperformance 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. 3.11 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. 3.12 Deliveries will be F.O.B destination. Provider shall pay all transportation and handling charges for the Goods. Provider is responsible and liable for loss or damage until final inspection and acceptance of the Goods by the City. Provider remains liable for latent defects, fraud, and warranties. 3.13 The City may inspect and test the Goods. The City may reject non-conforming Goods and require Provider to correct them without charge or deliver them at a reduced price, as.negotiated. If Provider does not cure any defects within a reasonable time, the City may reject the Goods and cancel this Page 3 of 6: Goods and Services Agreement between the City of Ashland and RenoSys Corp. Agreement in whole or in part. This paragraph does not affect or limit the City's rights, including its rights under the Uniform Commercial Code, ORS Chapter 72 (UCC). 3.14 Provider represents and warrants that the Goods are new, current, and fully warranted by the manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from defects in labor, material and manufacture. Provider shall transfer all warranties to the City. 4. SUPPORTING DOCUMENTS 4.1 The following documents are, by this reference, expressly incorporated in this Agreement, and are collectively referred to in this Agreement as the "SUPPORTING DOCUMENTS:" • The City's written Invitation to Bid, dated November 29, 2022. • The Provider's complete written Proposal dated December 6,2022. 4.2 This Agreement and the SUPPORTING DOCUMENTS shall be construed to be mutually complimentary and supplementary wherever possible. In the event of a conflict which cannot be so resolved, the provisions of this Agreement itself shall control over any conflicting provisions in any of the SUPPORTING DOCUMENTS. In the event of conflict between provisions of two of the SUPPORTING DOCUMENTS,the several supporting documents shall be given precedence in the order listed in Article 4.1. 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 October 31, 2023, 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. Page 4 of 6: Goods and Services Agreement between the City of Ashland and RenoSys Corp. 6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen (14) days' prior written notice if the cause is not cured within that fourteen (14) day period after written notice. Such termination is in addition to and not in lieu of any other remedy at law or equity. 7. NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the address set forth below: If to the City: City of Ashland—Ashland Parks & Recreation Commission Attn: Rachel Dials 20 E. Main Street Ashland, Oregon 97520 Phone: (541) 552-2260 With a copy to: City of Ashland—Legal Department 20 E. Main Street Ashland, Oregon 97520 Phone: (541) 488-5350 If to Provider: RenoSys Coprportaion Attn: Michael Comstock 2825 East 55th Place Indianapolis, IN 46220 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. 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; Page 5 of 6: Goods and Services Agreement between the City of Ashland and RenoSys Corp. (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: RenoSy;'Ctj p% 1`n PROVIDER): By: B �� % l Joe essard, Ci Manager p � g ignature O-Sepk L L 5o t} «gT f v L C. CD otcTbC_y Printed Name Printed Name 11/L13 Date Title f 070 Date 7 Purchase Order No. (W-9 is to be submitted with this signed Agreement) A 9ATI)ASTOFORM: L• ' .-ity Attorney 12-19-2022 Date Page 6 of 6: Goods and Services Agreement between the City of Ashland and RenoSys Corp. . . , . EXHIBIT A CITY OF ASHLAND, OREGON City. of Ashland 'LIVING ALL employers described INAGE below must comply with City of Ashland laws regulatirog payment of a living wage $17.0 4'per how,effective Juno 30,2022. Ilk i , The Living Wive is adjusted annually every IRO , June 30 by the Consetmer Price Index. Employees must be paid a paflrnnottiebrnescof cf,tealth Ore,tetii,elit, livi ng wage: thakemployer, ii/ft 401K,.0174iN...5 eigiOle e70.90r174Ps*1 orAPPa , cafeigtha:13.101P. Yl044.0.4it9r erriPleyees *itiiiis redeilA iiiiftiCarelhenefishe ., . ihandial assistance for the TPlcv.101* !119,llPA4legac..G. r Fcr all hours worked under a sericecenp:* IgOjecf ortusthess froci the irectiOtn.ti! : 'co of-Ashapricloier % ii -e-.,FOr tiltoPoraryapd employer eihd the City of Atiland if the cchtratit $4,0916ftr' 10;24ftrie eMordoei,the exteeds$24,05868 or more. WEIR Wa§e4c*eiet eOply -.. If#101emplwit.01.411'19I rf4fq1a401:litOr04,13i1iettl Ashiiinil incluirtgrifle0allis in A/v.0104.4*year.:F0,1, . FalOttititray0310 in.a, PlotiOitiil,‘.-OrPfgoWte. .quIttPcre.eltior.CPCP44.M.P.PI Rote delait4.,,VM.O.Ple.' MAlan4Wrikiparir,oille sP4:44d 'P412,9P.PiCm'CraP5 - I Hat di living• seeiona 110i 44'ielssiUnelithal MO* ' n ca cu ng e v.f-Ne' „,,,..., , .,„,.. employers may add the value werlarg ene'proleply.x. .... ..„.,. , ,... „......., .. — For additional information: _ Ce111 the Ashland qty yallagee's office at .41-411.8-60D2 or write to he city Manager, Oitit HA. East.kffit `11.veti•Asitilatit0,,OR 97,520;or*It thseityliatipAI'VevasashiandCorias. — ... . , . ketitotdEritpoyeirs. Thrs ridtic:est be lOtigaitlirfare0a where it tanitpaen trafl employees. CITY OF ASHLAND Page 7 of 6: Goods and Services Agreement between the City of Ashland and RenoSys Corp. . . Lrvtuvlffh � • • p` #14 /.i % - 't, y I. F?E GR�co INVITATION TO BID—kOOA1DSY DIS 3R 11CL! INTERMEDIATE PROCUREMENT Release date: November 29, 2022 Requested by: Rachel Dials Deputy Director Ashland Parks &Recreation Commission(APRC) 1195 E. Main St. Ashland OR, 97520 Tel: 541.552.2260 Email: rachel.dials(a,ashland.or.us Bids are due BY: Monday December 12,2022; 2pm Project name: Daniel Meyer Pool Liner - Pre-bid meeting: No pre-bid meeting will be held. If you would like to set up an on-site meeting, please email rachel.dials@ashland.or.us prior to Wednesday December 7, 2022. TIME LINE Firm bids may be emailed,mailed or hand delivered to the contact information provided above. Contractors shall submit their bids on company letterhead by email. Late bids will not be accepted. Terms or discounts which are conditioned upon payment within a certain time will not be considered for purposes of comparison of bids. The successful contractor will be required to enter into a contract with the City for goods and services and provide certificates of insurance in their own name for General Liability ($2M),Automobile ($200K) and Workers' Compensation. Subcontracting will not be permitted. Proof of insurance is required at time of bid submittal. "OR EQUAL:"Any brand name listed in the specifications as "or equal" or"or equivalent" shall establish the minimum requirements for quality,utility, durability, function,purpose, etc. Other product brands may be offered that are equal to or better than the product brand name. Bidder may show cost difference, alternates and options in the space provided in the quote. This clause is not meant to be restrictive,but to set the minimum standard. The City shall determine, in its sole discretion, whether a product offered,is "equal."When the designation is "or equal" or"equivalent"the City shall make its decision after bid closing. SCOPE OF SERVICES Form#2—Intermediate Procurement,Invitation to Bid,Trade Services,Page 1 of 2, 11/29/2022 Daniel Meyer Pool-Pool liner installation for existing pool cop The contractor shall provide labor, materials,tools,and equipment to install a pool liner The contractor shall furnish labor and equipment for pool liner installation including • Broom clean pool surface and void it of all loose debris. • Coat interior of the pool with sanitizing agent. Apply required adhesive • Apply felt to isolate membrane from the pool • Install PVC membrane through hot air welding throughout. • Termination to be at top of pool wall (below gutter). • All penetrations will be terminated with compression flanges. • Complete additional perimeter caulking, detail work, finish work to make a complete watertight installation. • Clean site suitable for pool filling and perform final inspection. • Membrane and all welds shall carry at least a 10-year limited warranty. • Other installation items shall carry at least a 1-year limited warranty. BILLING: The vendor should have the ability to itemize invoices that are reflective of the original bid. DEADLINE TO APPLY: Monday December 12,2022; 2pm Please provide an official bid on your company letterhead and send by email to • rachel.dials(&,,ashland.or.us. Include in your bid your costs for the specs provided above. Also include the total cost for materials and labor to complete the project. In addition, please provide: 1. Proof of insurance: General Liability in the amount of$2M (listing the City of Ashland as additional insured); Auto, minimum of $200K; and Workers' Compensation if contractor has assistants (no exceptions). All insurances submitted with official bid. 2. Proof of valid business license. 3. W-9. Questions/Requests for additional information: If you have any questions and/or need additional information, contact Rachel Dials at rachel.dials@ashland.or.us or 541-552.2260 as she will be your sole point of contact for this project. Rachel will then provide the questions and answers to each bidder. Thank you, Rachel Dials Deputy Director Ashland Parks &Recreation Commission(APRC) All Pricing Must Be Held Firm for 30 Days Method of Award: ORS 279B.070 Intermediate Procurements. (4) If a contract is awarded, the contracting agency shall award the contract to the offeror whose quote or proposal will best serve the interests of the contracting agency, taking into account price as well as considerations including, but not limited to, experience, expertise,product functionality, suitability for a particular purpose and contractor responsibility under ORS 279B.110. 2 • ASHLAND PARKS & RECREATION COMMISSION 340 S PIONEER STREET • ASHLAND,OREGON 97520 COMMISSIONERS: S k, Michael A.Black,AICP�4 Mike Gardiner .y Director Leslie Eldridge Rick Landt t 541.488.5340 Jim Lewis 4,1d '" R4Ashlan .org parksinfo@ashland.or.us Julian Bell • MEMORANDUM FROM: Rachel Dials, Deputy Director DATE: December 14, 2022 SUBJECT: Bids for Daniel Meyer Pool Liner Replacement The bidding process for the Daniel Meyer Pool liner and installation opened on 11/29/22 and closed on December 12, 2022 at 2:00 pm. Only one bid was received: 1. RenoSys $61,305 All required documentation was submitted. APRC will be awarding the bid to RenoSys for the Pool Liner project and the date of the project will be TBD as both parties agree. ®' DATE(MMIDD/YYYY) AR U , CERTIFICATE OF LIABILITY INSURANCE 12/20/2022 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 Nikki Jones NAME: Dimond Bros.Insurance,LLC (A/C, Ext): (317)853-3500 FAX Xc,No): (317)853-3501 11708 North College Avenue ADDRESS: nikki.jones@dimondbros.com INSURER(S)AFFORDING COVERAGE NAIC# Carmel IN 46032 INSURERA: General Casualty Company of Wisconsin 24414 INSURED INSURER B: North Pointe Insurance Company 27740 Aquatic Renovation Systems,Inc. INSURER C: Praetorian Insurance Company 37257 dba Renosys Corporation INSURER D: 2825 East 55th Place INSURER E: Indianapolis IN 46220 INSURER F: COVERAGES CERTIFICATE NUMBER: 22-23 ALLCOV REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDD/YYYY) (MMIDD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITYEACH OCCURRENCEDAMAGE TO RENTED $ 1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 100,000 _MED EXP(Any one person) $ 5,000 A CCI1376872 07/01/2022 07/01/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X PROT X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 JEC OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED 16100035607/01/2022 07/01/2023 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE CCU1376872 07/01/2022 07/01/2023 AGGREGATE $ 5,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION X STA UTE OTH- ER AND EMPLOYERS'LIABILITY Y , , C ANY PROPRIETOR/PARTNER/EXECUTIVE NN/A 152000238 07/01/2022 07/01/2023 000 N E.L.EACH ACCIDENT $ 1000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 • If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Leased/Rented Equip 400,000 Inland Marine A CCI1376872 07/01/2022 07/01/2023 Installation Floater 250,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Ashland,OR Subject to the terms and conditions of the policies,City of Ashland,Oregon,its officers,agent,and employees are added as additional insured(s)on the General Liability and Automobile Liability but only if required by written contract and only with respects to liability arising out of the work performed by or on behalf of the named insured for the Certificate Holder. Umbrella is following form in regards to the Additional Insured that has been added to the General Liability and/or Automobile Liability. 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-Ashland Parks&Recreation Commission ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Rachel Davis 20 E Main St AUTHORIZED REPRESENTATIVE t Ashland OR 97520 � �j ^-- I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00010813 LOC#: ACORD ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED . Dimond Bros.Insurance,LLC Aquatic Renovation Systems,Inc. POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance:Notes Subject to the terms and conditions of the policies,General Liability,Automobile Liability,and Umbrella Liability policies are Primary and Noncontributory in favor of the above additional insured(s). ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ASHLAND PARKS & RECREATION COMMISSION 340 S PIONEER STREET • ASHLAND,OREGON 97520 COMMISSIONERS: A g fJ( Michael A.Black,AICP Mike Gardiner yDirector Leslie Eldridge �1, Rick Landta~ = 541.488.5340 Jim Lewis AshlandParksandRec.org s , cPk ��`� parksinfo@ashland.or.us Julian Bell MEMORANDUM FROM: Rachel Dials, Deputy Director DATE: December 14, 2022 SUBJECT: Bids for Daniel Meyer Pool Liner Replacement The bidding process for the Daniel Meyer Pool liner and installation opened on 11/29/22 and closed on December 12, 2022 at 2:00 pm. Only one bid was received: 1. RenoSys $61,305 All required documentation was submitted. APRC will be awarding the bid to RenoSys for the Pool Liner project and the date of the project will be TBD as both parties agree. . P RenoSys ® • • December 6, 2022 Daniel Meyer Pool Liner RenoSys PVC Membrane Installation Proposal Install the liner in the existing pool employing the RenoSys PVC membrane system, including the following components and services: - , INSTALLATION OF THE RENOSYS PVC MEMBRANE • Broom clean pool surface and void it of all loose debris. • Coat interior of the pool with sanitizing agent. Apply RenoFelt adhesive required. • Apply RenoFelt 11 (150 mil)to isolate membrane from the pool—as required. • Install the 60 mil RenoSys PVC membrane through hot air welding throughout. • ,Termination to be at top of pool wall (below gutter). • All penetrations will be terminated with compression flanges. • Complete additional perimeter caulking, detail work, finish work to make a complete watertight installation. • Clean site suitable for pool filling and perform final inspection. • Membrane and all welds shall carry a 10 year limited warranty. • Other installation items shall carry a 1 year limited warranty. (e.g. caulk, fasteners at compression fittings etc...) Furnish and Install PVC Membrane $61,305.00 • Price is valid for 30 days.Includes minimal surface preparation(8 man hours). Proposal is based on dimensions and pictures submitted. Payment terms for the contracted work will be paid as follow: Progress. Dumpster is to be furnished by others at no charge to RenoSys Corporation.Should RenoSys be required to remobilize our crew due to non-readiness of the swimming pool or concealed conditions requiring additional work,then a$2,500 change order for remobilization will be assessed. All designs and data included and implied within the contents of these documents are proprietary to ARS. ARS will not be held liable based upon inaccurate,unknown or limited information or conditions provided by the purchaser/owner to create enclosed contents. All submitted drawings,details and data are subject to verification,accuracy and approval by the purchaser/owner. No taxes(sales, use,local,county,state,B&O,privilege and/or other applicable taxes),bonds,permits,prevailing or Davis-Bacon wages,or additional fees are included in this estimate. I have read and understand the information contained on the reverse side of this contract,conditions,installation,and quotation and agree to the terms within. For Aquatic Renovation Systems, Inc. For Ashland Parks and Recreation Commission Date Date Steve Comstock/President. Page 1 of 3 Visit us on the web at..."www renosys.com' RenoSys Corporation 2825 East-55th Place • Indianapolis, IN 46220 Phone: 800.783.7005 • 317:251.0207 Fax: 317.251.0360 • e-mail: "renosys@aol.com" , • 14 RenoSys • • Agreement for Installation of a RenoSys PVC Membrane System This contract,entered into between Aquatic Renovation Systems,Inc.,and"Purchaser"is for the purpose of having ARS furnish and install the RenoSys PVC Membrane System and for additional services or options,if any,as outlined on page#1 of the attached proposal. Pricing is to include the installation of the RenoSys PVC Membrane System in accordance with the standard specifications and technical directives for a RenoSys PVC Membrane System. This contract is subject to the following terms and conditions: 1) The contract sum listed on page#1 covers only the products and services specifically mentioned therein. No modifications,additions,or deletions will be accepted except by written request via re-submission of modifications to the contract scope and/or approved amount authorized by written change order signed by both parties. 2) Every effort has been made to be as accurate and complete in the submittal documents and the related scope of work as possible. Verification shall be the responsibility of the purchaser during the submittal approval process. No work will proceed without the written approval"sign-off"of the submittal package by the purchaser. 3) Payment terms for the contracted work will be paid as follows:See page 1. 4) All amounts past due shall be subject to a 1.5%service charge per month as to work or services that have been completed to date. Utilization of the pool constitutes substantial completion and acceptance of the PVC Membrane System. Aquatic Renovation Systems will invoice for stored material,when applicable. 5) Although every effort will be made to meet the delivery and installation requirements,ARS will not be held liable for any delays caused by transportation,strikes, fires,Government entities,acts of God or under any circumstances such as force majeure. Please be advised that vagaries in weather can and will affect the installation schedule. Any and all Liquidated or Consequential damages are not part of this contract and ARS shall not be financially penalized for any reason by any or all delays. 6) Labor will be performed and invoiced by Aquatic Renovation Systems,Inc. 7) Material will be furnished,shipped and invoiced by Poolequip LLC. 8) Pricing is provided in US Dollars. 9) Should the need for change orders arise from either party,no work will be performed prior to the execution of the change order by both parties.Further,the payment terms of any change order will be fifty percent(50%)upon execution of the change order with the balance due upon completion of said change order; unless other arrangements are agreed upon in writing by both parties. 10) No sales,use,local,county,state,B&O,privilege and/or other applicable taxes are included in this proposal,and purchaser agrees to pay all taxes imposed upon seller by state and/or federal regulation as it pertains to this contract. Taxes will be added and paid by purchaser unless a valid Sales Tax Exemption Form is provided. Use tax may still be required to be paid by the purchaser,even if the entity is tax exempt. 11) If either party does not comply with the terms and conditions set forth herein,then in addition to all other remedies available to the other party at law or in equity, the non-complying party shall be liable to the other party for its reasonable attorney fees,costs,and expenses incurred in enforcing the terms and conditions of this agreement. 12) This agreement and any amendments thereto shall be binding upon and inure to the benefit of the parties,their respective heirs,assigns,personal representatives and/or successors in interest. 13) The State Laws of the State of Indiana shall govern this Contract.Purchaser hereby agrees that the State of Indiana and Marion County possesses exclusive jurisdiction to resolve disputes arising under this Contract. 14) ARS is not responsible for any consequential or liquidated damages.In addition,damages resulting from any hydrostatic"ground water"conditions or from a leaking recirculation system causing the pool membrane to fail from such damage is not a warranted item. When applicable;existing pool piping,perimeter gutters and hydrostatic ground water testing will be the complete responsibility and cost to the owner. 15) ARS agrees to furnish a standard Insurance Certificate listing Purchaser as an additional insured,indicating proof of workmen's compensation coverage,and listing general liability protection limits of at least one million dollars($1,000,000.00). 16) RenoSys Corporation is not responsible for filling or draining of the swimming pool water;nor will RenoSys Corporation absorb such cost for any reason. 17) Please be advised that in the event that the project is cancelled by the owner or owners'representative,25%of the total contract amount will be assessed to the purchaser. Specifications and Contract Conditions for a RenoSys PVC Membrane System Installed Primary pool lining membrane shall be a flexible 60 mil double ply PVC material UV stabilized,and reinforced with internal polyester webbing. The material shall be formulated using anti-fungal agents and manufactured specifically for use in the commercial pool environments. Clients purchasing RenoSys materials are solely responsible for determining the suitability and compatibility of the RenoSys products for their application. RenoSys will not be responsible for materials reaction to water,substrate,soil or pool chemicals. • Geo-textile fabric underlayment of 100%polyester approximately 150 mils thick to isolate and separate the RenoSys PVC Membrane from the pool wall and floor. Depending on field conditions the use of a factory applied of equivalent quality Felt-back membrane product will be utilized. Geo-textile is an"if required"product and may not be applicable on every project. RenoSys shall be the sole agent to determine if Geo-Textile is necessary for your project. Provide as required PVC coated RenoSys Metal to make for a satisfactory installation. Sanitizing agents to be applied as required onto the pool substrate to discourage microbial growth under the membrane system. Adhesives as required to attach the Geotextile fabric or membrane to the pool,or the membrane to the Geotextile. Flanges of 1/4"Hard White PVC,custom fabricated for use at all membrane penetrations where required. The PVC membrane liner and liner installation shall be warranted against leakage for a period of(10)years. Deck caulking,concrete work,and any other work shall be warranted for a period of not less than one(1)year or the manufacturers'warranty period,whichever is greater. Pool equipment shall carry the manufacturer's warranty. We propose to provide and install the above system including: sanitizing,adhesives,RenoFelt,RenoSys 60 mil reinforced membrane,all compression flanges,hardware installation,and incidental equipment to make for a satisfactory installation. This quote also includes: general site clean-up and training of the owner's representative in operation and maintenance of the PVC membrane. ARS shall maintain the right to salvage any fittings,PVC membrane or equipment replaced in the course of executing this installation contract. Standard material overages are supplied for the efficient execution of the project. Any excess material shall remain the property of ARS. This proposal is based upon an assumption that the pool is of sound substrate suitable for mechanically fastening standard 1/4"to 3/16"sleeve anchors and other drive type fasteners to secure the membrane system at the perimeter and around pool penetrations. Hidden or unforeseen site conditions are to be repaired,if possible,at additional cost to the owner. ARS will execute the change orders prior to commencing work. Page 2 of 3 Visit us on the web at..."www renosys.com' RenoSys Corporation 2825 East 55th Place • Indianapolis, IN 46220 Phone: 800.783.7005 • 317.251.0207 Fax: 317.251.0360 • e-mail: "renosys@aol.com" rfs;; a\ R r�' • RenoSys • By entering into this contract,ARS assumes no responsibility for the correctness of the swimming pools depth in any area of the existing pool. The existing depth of the pool, diving hopper and any modifications required due to any misinformation in their regard are the responsibility of the purchaser. It shall remain the owner's responsibility to, assure that all depths,safety features,and markings in the pool comply with applicable local and state pool codes. Warranties for the completed scope of work will go into effect when the project is paid in full. There will be no warranties,or guarantees given,expressed or implied,by ARS, RenoSys Corporation or its agents except those provided in the official issued Warranty,as stated herein. The warranty offered covers only the pool shell membrane(and/or deck surface membrane if included in the contract)and excludes any contracted work associated with an existing perimeter overflow gutter system. In no event will ARS, RenoSys Corporation or its agents be held liable for any consequential or other damages whatsoever unless agreed upon in writing. Unless other arrangements are made in advance and stipulated as part of this contract;others are responsible for removing,storing and re-installation of all obstructions that would hinder our work. These items include,but are not limited to:bulkheads,ladders,handrails,climbing walls,water features,equipment,furnishings,pool covers,etc... The use of the pool by the owner,or those authorized to use the pool by the owner,shall constitute final completion and acceptance of the project by the owner. Issues that may arise with the pool subsequent to final completion shall be addressed in accordance with the terms and conditions of the warranty set forth herein. The parties specifically agree that any warranty issue,or a possible controlled leak,such as through a weep hole,shall not be reason for delayed payment of the amounts due under the terms and conditions of the contract. RenoSys Installation Requirements: This agreement must be executed and returned with the required"start-up"payment This is to ascertain your understanding of the scope of work,our quote,and your responsibilities in the successful execution of your project. It is our intention to have your project go smoothly and be completed on schedule and within the budgeted amount. Your informing us of any potential complications before construction begins can save time and money. We sincerely want your project to be a model of success on which we all will look back with pride. Your assistance in accommodating our following needs will help us to better serve you. Unless otherwise specifically noted in our quotation,ARS is expecting the following services and amenities to be freely available to our crews: 1.)Restroom facilities. 2.)Water with at least 40 lbs.of pressure within 50 feet of pools. 3.)110 electric service&230V,60-amp service(when applicable for metal welding)within 50 feet,of pools. 4.)Clear and reasonable access to the pool. 5.)Pools&pool decks are to be drained and/or generally clean'upon arrival of our crew. 6.)It is expected that our crews will have complete access to the facility to work unrestricted hours at no additional cost to ARS. 7.) Provide parking for our vehicles at no charge to Aquatic Renovation Systems,Inc. Photos and/or videos may be taken of your project for our own quality internal communication,advertising and marketing purposes. It is to be understood that ARS will be using such photos and videos for general marketing purposes. Crews are under instructions to accept no direction from anyone onsite unless it is agreed upon in writing prior to work commencing. Please direct all communication regarding scope of work or request modifications to your assigned ARS project manager.Owner shall appoint one individual who will act as the"OWNERS REPRESENTATIVE"to answer questions that may arise. The RenoSys PVC membrane is a reflective material,and any existing depressions,pits,cracks,or voids may remain visible upon completion. Unless otherwise noted this quotation does not cover:special conditions,state,local or use taxes,Union affiliates,Davis-Bacon Wages,or differing site conditions from those detailed. Page 3 of 3 Initial Visit us on the web at.."www renosys.com' RenoSys Corporation 2825 East-55th Place • Indianapolis, IN 46220 Phone: 800.783.7005 • 317.251.0207 - Fax: 317.251.0360 • e-mail: "renosys@aol.com" Memo TO: Joseph L. Lessard, City Manager FROM: Rachel Dials, APRC Deputy Director DATE: 12/21/2022 RE: City Manager Signature Needed for Pool Liner Contract Background: The contract is with RenoSys Corporation for the labor and materials to replace the lining of the Daniel Meyer Memorial Pool. Ashland Parks and Recreation Commission Action: This major maintenance project was approved by the APRC on 11/9/2022. Other Relevant Information: The bidding process for the Daniel Meyer Pool liner and installation opened on 11/29/22 and closed on December 12, 2022 at 2:00 pm. Only one bid was received: 1. RenoSys $61,305 Insurance waived or reduced? No Who to return to if different from sender? N/A Are all other signatures required collected?Yes Are all attachments listed included? Yes Form#3 \/' Goods and Services Agreementgver 35k Intent to Bid Advertisement ✓ Award Letter>� RenoSys Corporation Quote Insurance Certificates W-9 V CITY ASHLAND 20 East Main Street Tel:541-488-6002P.A1 Ashland,Oregon 97520 Fax:541-488-5311 www.ashland.or.us TTY: 800-735-2900 via Act® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) , ki.....--'-' 01/03/2023 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 Nikki Jones . NAME: Dimond Bros.Insurance,LLC • (AHO/C.No.Ext): (317)853-3500 F(NAX No): (317)853-3501 11708 North College Avenue ' E-MAILnikki.jones@dimondbros.com ADDRESS: • INSURER(S)AFFORDING COVERAGE •NAIC# Carmel IN 46032 INSURER : General Casualty Company of Wisconsin •,24414 INSURED INSURER B:.North Pointe Insurance Company 27740 Aquatic Renovation Systems,Inc. INSURER c: Praetorian Insurance Company 37257 dba Renosys Corporation INSURER D: 2825 East 55th Place • INSURER E: • - Indianapolis IN 46220 INSURER F COVERAGES • CERTIFICATE NUMBER: 22-23ALLCOV REVISION NUMBER: ' 'THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF-SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRLTRADDL TYPE OF INSURANCE NSD SWVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MMIDD/YYYY) • • X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ' DAMAGE TO CLAIMS-MADE 7OCCUR PREMISES(Ea occurrence) $ 100,000 MED EXP(Any one person) $ 5,000 A Y CCI1376872 07/01/2022 07/01/2023 PERSONAL&ADV INJURY $ 1,000,000 GEM_AGGREGATE LIMIT APPLIES PER: • GENERALAGGREGATE $ 2,000,000 7 POLICY n PET II LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ • AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 _ (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ — g OWNED SCHEDULED Y 161000356 07/01/2022 07/01/2023 BODILY INJURY(Per accident) $ AUTOS ONLY _ AUTOS - • HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY . (Per accident) • $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE Y . CCU1376872 07/01/2022 07/01/2023 AGGREGATE $ 5,000,000 ' DED X RETENTION$ 0 $ �/ WORKERS COMPENSATION XTAT STATUTE ETH . AND EMPLOYERS'LIABILITYY1000,000 C ANY PROPRIETOR/PARTNER/EXECUTIVE 7 N/A 152000238 07/01/2022 07/01/2023 E.L.EACH ACCIDENT $ , OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 1000,000 DESCRIPTION OF OPERATIONS below • E.L.DISEASE-POLICY LIMIT• $ , Inland Marine Leased/Rented Equip 400,000 A CCI1376872 07/01/2022 07/01/2023 Installation Floater 250,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) . RE:Ashland,OR Attached Forms:CG8156,CG2001,CABA2003,CAU2014,C00001,CU8147,CU2478 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-Ashland Parks&Recreation Commission ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Rachel Davis . AUTHORIZED REPRESENTATIVE ' 20 E Main St Ashland ' OR 97520 ( " "V j' 'i'" - - ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD • • • . J • • • AGENCY CUSTOMER ID: 00010813 • LOC#: • A' CPREP • ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Dimond Bros.Insurance,LLC Aquatic Renovation Systems,Inc. • POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM ISA SCHEDULE TO ACORD FORM, • FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance:Notes • Subject to the terms and conditions of the policies,City ofAshland,Oregon,its officers,agent,and employees are added as additional insured(s)on the General Liability and Automobile Liability but only if required by written contract and only with respects to liability arising out of the work performed by or on behalf of the named insured for the Certificate Holder. Umbrella is following form in regards to the Additional Insured that has been added to the General Liability and/or Automobile Liability. Subject to the terms and conditions of the policies,General Liability,Automobile Liability,and Umbrella Liability policies are Primary and Noncontributory in favor of the above additional insured(s). • • • • • • • • • • • • • • • • • ACORD 101(2008/01) • © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD • COMMERCIAL'GENERAL LIABILITY CG 81 56 03 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES, CUSTOMERS OR CONTRACTOR'S - COMPLETED OPERATIONS.- AUTOMATIC STATUS WHEN REQUIRED 'IN WRITTEN AGREEMENT WITH YOU This endorsementmodifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON OR ORGANIZATION DESIGNATED PROJECT NAME OR NUMBER FOR ANY ADDITIONAL INSURED ANY PROJECT UNDER WRITTEN CONTRACT REQUIRED BY WRITTEN CONTRACT A. Section II — Who is an Insured is amended to B. Additional Conditions include as an additional insured any person or 1. The written contract or written agreement organization, including any person or organization must be: shown in the schedule above, for whom you are performing operations when you and such person a: Currently in,effect or becoming effective or organization have agreed in writing in a contract during the term of this policy; and or agreement (as set forth in Paragraph B. below) b. Executed prior to the "bodily injury", that such person or organization be added as an "property damage" or "personal and additional insured on your policy. Such person or advertising injury". organization is an additional insured only with respect to liability for "bodily injury", "property 2. The Limits Insurance applicable tothe damage", or "personal and advertising injury" additional insured are those specified in the caused in whole or in part by: written _contract or agreement or in the 'Declarations of this policy, whichever is less. 1. "Your work" performed for that additional These Limits of Insurance are inclusive of and insured, and not, in addition to, the Limits of Insurance 2. included in the "products-completed oper- shown in the Declarations. ations hazard". Includes copyrighted material of Insurance Services Office, Inc. CG 81 56 03 09 with its permission. Page 1 of 2 C. With respect to the insurance afforded to .these D. As respects the coverage provided by this additional insureds, the following additional endorsement, Paragraph 4.a. Section IV exclusions apply: Commercial General Liability is deleted and This insurance does not apply to: replaced by: 1. "Bodily injury", "property damage" or"personal 4. Other Insurance and advertising- injury" arising out of the a.' This insurance is primary except when b. rendering of, or the failure to render, any below applies. If this insurance is primary, professional architectural, engineering or our obligations are 'not affected unless surveying services, including but not limited to: any of the other insurance is,also primary. a: The preparing, approving or failing to Then, we will share with all-that other prepare or approve,, maps,, shop insurance by the method described in c. drawings, opinions, reports, surveys, below. When required by written contract field orders, change orders; or drawings or agreement with the additional insured, and specifications; or• this insurance,is primary and we will not b. Supervisory, 'inspection, architectural or share under Paragraph c. below with the additional insured. engineered activities. • • • • •• Includes copyrighted material of Insurance Services Office, Inc. 0 Page 2 of 2 with its permission. CG 81 56 03 09 • COMMERCIAL GENERAL LIABILITY CG 20011219 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.° PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION• This endorsement modifies insurance provided under the following: • COMMERCIAL GENERAL LIABILITY COVERAGE PART . LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART • The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision. to the . agreement. that this _insurance would be • contrary: primary and would not seek contribution Primary And.Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any otherinsurance available to an additional insured under your policy provided . that: (1) The additional insured is a Named Insured under such other insurance; and • • • • • • • • .CG 20 01 1219 . ©Insurance Services Office, Inc., 2018 Page 1 of 1 469) QBE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ'IT CAREFULLY. c , COMMERCIAL AUTOMOBILE ENHANCEMENT Name of Insured: Aquatic Renovation Systems, Inc Policy Number: 161000356 , • Endorsement Number: CA-BA-2003 (12-20) Effective Date of Endorsement: 07/01/2022 Name of Insurer: NORTH POINTE INSURANCE COMPANY This endorsement modifies insurance provided under the following: ' • BUSINESS AUTO COVERAGE FORM PRELIMINARY STATEMENT - This endorsement broadens coverage provided under the Coverage Form. However, further limitations and exclusions may apply to these coverages. Read all provisions of this endorsement and the entire policy carefully to determine all rights, dunes, coverages and limitations provided. A. BROADENED WHO IS AN INSURED N. LOAN/LEASE PAYOFF COVERAGE B. NEWLY ACQUIRED OR FORMED O. CUSTOM SIGNS AND DECORATIONS ORGANIZATIONS C. LIABILITY COVERAGE EXTENSIONS P. HIRED AUTO PHYSICAL DAMAGE SUPPLEMENTARY PAYMENTS. D. FELLOW EMPLOYEE COVERAGE Q. EXTENDED EMPLOYEE HIRED AUTO PHYSI CAL DAMAGE • E. POLLUTION LIABILITY — BROADENED R. EXTRA EXPENSE.—STOLEN AUTOS COVERAGE FOR COVERED AUTOS F. EXTENDED TOWING S. PARKED AUTO COLLISION WAIVER OF DEDUCTIBLE G. PHYSICAL DAMAGE COVERAGE T. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, EXTENSIONS SUIT OR LOSS H. RENTAL REIMBURSEMENT U. WAIVER OF SUBROGATION I. AIRBAG COVERAGE V. CANCELLATION CONDITION J. AUDIO, VISUAL AND DATA ELECTRONIC W. UNINTENTIONAL FAILURE TO DISCLOSE EQUIPMENT HAZARDS K. TAPES, RECORDS AND DISCS COVERAGE X. POLICY PERIOD, COVERAGE TERRITORY L. PHYSICAL DAMAGE DEDUCTIBLE — SINGLE Y. DEFINITION OF BODILY INJURY AMENDED. . DEDUCTIBLE AND GLASS REPAIR M. PERSONAL EFFECTS COVERAGE © C.BE,2020 - Includes copyrighted material of Insurance Services Office,Inc., CA-BA-2003(12-20) with its permission. Page 1 of 6 • • PROVISIONS A. BROADENED WHO IS AN INSURED C. LIABILITY COVERAGE EXTENSIONS SECTION II — COVERED AUTOS LIABILITY SUPPLEMENTARY PAYMENTS COVERAGE, A. Coverage, 1. Who Is An SECTION II — COVERED AUTOS LIABILITY Insured is .amended by the addition of the - COVERAGE, A. Coverage, 2. Coverage following: Extensions, a. Supplementary Payments, Employees As Insureds Paragraphs (2) and (4) are replaced by the • Any "employee" of yours is an "insured" while following: using a covered "auto" you don't own, hire or (2) Up to $5,000 for the cost of bail bonds borrow in your business or your personal affairs.• (including bonds for related traffic law violations)required because of an "accident" Employee Hired Auto we cover. We do not have to furnish these Any "employee" of yours is an "insured" while bonds. using an "auto" hired or rented under a contract (4) All reasonable expenses incurred by the or agreement in that "employee's" name, with "insured" at our request, including actual your permission, while performing duties related loss of earnings up to $500 a'day because to the conduct of your business. of time off from work. Additional Insured By Written Contract D. FELLOW EMPLOYEE COVERAGE • Any person or organization to,.whom you are SECTION II — COVERED AUTOS LIABILITY required.by a' written contract or agreement to COVERAGE, B. Exclusions, 5. Fellow provide additional insured status is an "insured ' 'Employee does not apply if-the "bodily injury" under Covered Autos• Liability Coverage, but results from the use of a covered "auto"you own only to the extent•that person or organization or hire that is not a bus, motorcycle or van used qualifies as an "insured" under Section II.A.1. to transport"employees". Who Is An Insured of this Coverage Form. The written contract or agreement'must be in effect - This Fellow Employee Coverage is excess over during the policy period shown in the any other collectible insurance. Declarations and must have been executed prior E. POLLUTION LIABILITY — BROADENED to the"bodily injury"or"property damage". COVERAGE FOR COVERED AUTOS ' B. NEWLY ACQUIRED OR FORMED 1. SECTION II COVERED AUTOS ORGANIZATIONS LIABILITY COVERAGE, B. Exclusions is Throughout this policy,the words"you"and"your amended as follows: also refer to any subsidiary organization •you a. 11. Pollution, Paragraph a. applies only newly acquire or form and over which you to liability assumedunder a contract or maintain 50% or more ownership interest, but . , agreement. , only if there is no similar insurance available to b. With respect to the coverage afforded by that organization. Paragraph 1.a. above, 6. Care, Custody However: ' Or Control does not apply. 1. "Insured" does not include any subsidiary 2. Changes in Definitions • organization where similar insurance is For the .purposes of this endorsement, unavailable because the organization has SECTION V—DEFINITIONS, Paragraph D. exhausted that policy's limits of insurance or is replaced by the following: the other carrier has become insolvent. 2. The coverage does not apply to an D. "Covered. pollution cost or expense" means any cost or expense arising out "accident" which occurred prior to your of: acquisition or formation of the organization. 1. Any request, demand, order or 3. Unless you notify us to add coverage to your statutory or regulatory requirement policy, the coverage under this provision is that any."insured" or others test for, afforded only until: monitor, clean up, remove, contain, a. The 180th day after you acquire or form treat, detoxify or neutralize, or in any the organization, or way respond to, or assess the b. The end of the policy period, whichever effects of"pollutants"; or is earlier. QBE,,2020 Includes copyrighted material of Insurance Services Office,Inc.; CA-BA-2003 (12-20) with its permission. Page 2 of 6 - 2. Any claim or"suit"by or on behalf of disablement. a governmental authority for • The most we will pay under this Extended - damages because of testing for, Towing coverage is$750 per occurrence. monitoring, cleaning up, removing, . containing, treating, detoxifying or No deductible,applies to this coverage. neutralizing, or in • any way . G. PHYSICAL.DAMAGE COVERAGE responding to or assessing . the EXTENSIONS effects of"pollutants". SECTION III — PHYSICAL' DAMAGE "Covered pollution cost or expense" • COVERAGE,, 'A. Coverage, 4. Coverage does not include any cost or expense Extensions is amended as follows: arising out of the actual, alleged or a. Transportation Expenses threatened discharge, dispersal, seepage, migration, release or escape The amount we will pay for temporary . of"pollutants": - transportation expense is increased to $75 a. Before the-"pollutants" or-any per day to a maximum of$3,000. property in which the b. Loss of Use Expenses "pollutants" are contained are . The amount we will pay for loss of use is moved from the place where increased to $75 per day and to a maximum • they are accepted by the limit of$1,000. "insured" for movement into or H. RENTAL REIMBURSEMENT onto the covered "auto";or b. After the "pollutants" or any 1. This coverage applies only to a, covered property in , which the "auto" described or designated in the "• pollutants" are contained are Schedule or in the Declarations as carrying moved from the covered "auto" physical damage coverage. to the place where they are 2. We will ' pay for rental 'reimbursement finally delivered, disposed of or , expenses incurred by you for the rental of an ' abandoned by the"insured". "auto"because of"loss"to a covered "auto". Paragraphs a. and b. above do not Payment applies in addition to the otherwise apply to "accidents"that occur away applicable amount of coverage you have on from premises owned by-or rented each covered "auto". to an "insured" with respect to 3. We will pay only for those expenses incurred "pollutants" not in or upon a covered during the policy period beginning 24 hours "auto"if: after the"loss"and ending, regardless of the (1) The "pollutants" or any policy's expiration, with the lesser of the property in which the following number,of days: . , "pollutants" are contained •• a. The number of days reasonably . are upset, overturned or , required to repair or replace the covered damaged as a result of the "auto". if "loss" is caused by theft, this maintenance or use of a number of days is added to the number covered "auto"; and . of days it takes to locate the covered (2) The discharge, dispersal, "auto"and return-it to you; or seepage, migration, release b. 30 days. , • or escape of the "pollutants" 4. Our payment is 'limited to the lesser of the is caused h_.directly .by such following amounts: upset,overturn or damage. a. Necessary and actual expenses This Pollution Liability Coverage is subject to an . - incurred; or Annual Aggregate Limit of Liability of$100,000. F. EXTENDED TOWING b. $75-per day 5. This coverage does_not apply while there SECTION III — PHYSICAL DAMAGE are spare or reserve "autos"available to you COVERAGE, A. Coverage, 2., Towing And for your operations. • • - Labor is replaced by the following: 6. If "loss" results from the total theft of a . 2. Extended Towing And Labor • • covered "auto" of the private passenger We will pay for towing and labor costs each type, we will pay under this coverage only time a covered "auto" is disabled. All labor that amount of your rental reimbursement . must be performed at the place of expenses which is not already provided for i. ' © QBE:,2020 ' Includes copyrighted material of Insurance Services Office,Inc., CA-BA-2003(12-20) with its permission. Page 3 of 6 under SECTION III PHYSICAL DAMAGE by fire or lightning. COVERAGE in Paragraph A.4. Coverage When two or more covered "autos" sustain Extensions. • "loss" in the same occurrence, the total of all No deductible applies to this coverage. - ` the "loss"for all1the involved'covered "autos" I. AIRBAG COVERAGE will be reduced by a single deductible, which will be the largest of all the deductibles SECTION III PHYSICAL DAMAGE applying to all such covered "autos." COVERAGE, B. Exclusions, Paragraph 3.a. is No deductible applies toglass damage if the amended by the addition of the following: pp g glass is repaired rather than replaced. This exclusion does not apply to the unintended discharge of an airbag. M. PERSONAL EFFECTS COVERAGE J. AUDIO; VISUAL AND DATA ELECTRONIC 1. If you purchase Comprehensive Coverage EQUIPMENT on this policy for a stolen owned "auto", we will pay up to $1,000 for "personal effects" SECTION III – PHYSICAL DAMAGE stolen with the"auto". COVERAGE is amended as follows: 2. "Personal effects" as used in this extension 1. C. Limits Of Insurance, Paragraph 1.b. is means tangible property that is worn or amended as follows: carried by the "insured". "Personal effects" The$1,000 limit is increased to$1,500. does not include tools, jewelry, money, 2. D. Deductible does not apply to coverage securities, radar or laser detectors, or tapes, provided in C. Limits Of Insurance, records, discs or similar audio;visual or data Paragraph 1.b. electronic equipment. K. TAPES, RECORDS AND DISCS COVERAGE No deductible applies to this coverage. SECTION III — PHYSICAL DAMAGE The insurance provided by.this extension is COVERAGE, B. Exclusions, Paragraph 4.a. is excess over any other collectible insurance. replaced by the following:• N. LOAN/LEASE PAYOFF COVERAGE a. Tapes, records, discs or other similar audio, SECTION III — PHYSICAL DAMAGE visual or data electronic devices designed COVERAGE is amended by the addition of the for use with audio, visual or data electronic following: equipment except when the tapes, records, In the event of a total "loss" to a covered "auto" discs or other similar audio, visual or data shown in the Declarations, we will pay any electronic devices: unpaid amount due on the lease or loan for a (1) Are your property or that of a family covered "auto", less: . - member, and 1. The amount paid under the Physical (2) Are in .a covered "auto" at the time of Damage Coverage Section of the policy;. "loss". and The most we will pay for "loss" under this 2. Any: Tapes, Records and Discs Coverage is a. Overdue lease/loan payments at the $200. . time of the"loss"; No Physical Damage Coverage deductible b. Financialpenalties imposed under a applies to this coverage. lease for excessive use, abnormal wear L. PHYSICAL DAMAGE DEDUCTIBLE and tear or high mileage; SINGLE DEDUCTIBLE AND GLASS REPAIR , c. Security deposits not returned by the SECTION III —- PHYSICAL DAMAGE lessor; COVERAGE,.D. Deductible is replaced by the d.. Costs for extended warranties, Credit following: Life Insurance, Health,, Accident or D. Deductible Disability Insurance purchased with the For each covered "auto", our obligation to loan or lease; and pay for, repair, return or replace damaged or e." Carry-over balances from previous stolen property will be reduced by the _ , loans or leases. applicable deductible shown in the O. CUSTOM SIGNS AND DECORATIONS Declarations prior to the application of the , Limit of Insurance. Any Comprehensive • Coverage deductible shown , in the , Declarations does not apply to "loss"caused © QBE,2020 Includes copyrighted material of Insurance-Services Office,Inc., CA-BA-2003(12-20) with its permission. Page 4 of 6 In the event of a total "loss" to a vehicle insured We will.pay the extra expense of returning a , for auto physical. damage coverage on this. stolen covered "auto"to you if: ' policy, in addition to the ACV of the.vehicle, we (1) The Declarations indicates that will pay the actual cost to repair or replace Comprehensive .Coverage is provided for signage or custom paint details up to$5,000. the stolen covered"auto"; or P. HIRED AUTO PHYSICAL DAMAGE (2) The Declarations indicates that Specified If hired "autos" are covered "autos" for Liability ' Causes of Loss is provided for the stolen • Coverage and if Physical Damage Coverage of covered "auto". Comprehensive, Specified Causes of Loss, or However, the most we will pay for any extra Collision are provided under this Coverage Form expense under this Coverage Extension is for any "auto" you own, . then 'the Physical $1,000. Damage.Coverages provided are extended to autos you hire of like kind and use subject to S. PARKED AUTO COLLISION WAIVER OF the following limit: DEDUCTIBLE a , The most we will pay for any one "loss" is the SECTION III – PHYSICAL DAMAGE lesser of the following: COVERAGE, Paragraph D. Deductible is amended by the addition of the following: 1. $100,000 per"accident"; The deductible does not apply to "loss" caused 2. Actual Cash Value; or ' by collision to a covered "auto" of the private 3. The cost of repair. , ' passenger type orlight weight, truck with a The deductible will be equal to the largest maximum gross vehicle weight of 10,000 lbs. or deductible applicable to any owned "auto" for less as defined by the manufacturer while it is: that coverage. No deductible applies to "loss" 1. In the charge of an "insured"; caused by fire or lightning. This Hired Auto 2. Legally parked; and Physical Damage coverage is excess over any other collectible insurance. Subject to the above 3: Unoccupied. limit, deductible and excess provisions, we will The "loss" must be reported to the police within provide coverage equal tothe ' broadest 24 hours of known damage. coverage applicable to any covered "auto"• you The total amount of the damage to the covered own: "auto" must exceed the deductible shown in the Q. EXTENDED EMPLOYEE HIRED AUTO Declarations. PHYSICAL DAMAGE' This provision does not apply to any"loss" if the SECTION IV — BUSINESS AUTO covered "auto" is in the charge of any person or CONDITIONS, B. General Conditions, 5. organization in the automobile business. Other Insurance, Paragraph b. isreplaced by T. DUTIES IN. EVENT OF ACCIDENT,. CLAIM, the following: SUIT OR LOSS b. For Hired Auto Physical Damage Coverage, SECTION IV BUSINESS AUTO the following \are deemed to be covered CONDITIONS, A. LossConditions 2. Duties "autos"you own: In The Event Of Accident, Claim, Suit Or (1) Any covered "auto"•you lease, hire, rent Loss, Paragraph a. is replaced by the following: or borrow; and ` a. In the event of "accident", claim, "suit" or (2) Any covered "auto" hired or rented by "loss", you, your insurance manager or any your"employee" under a contract in that other person you designate must give us or individual "employee's" name, with your our authorized representative prompt notice, permission, while performing duties of such "accident"or"loss". Include: related to the conduct of your business. (1) How, when and where the "accident" or ,However, any "auto". that is leased, hired, "loss"occurred; rented or borrowed with a.driver is not a • (2) The"insured's"name and address;and covered"auto". • R. EXTRA EXPENSE–STOLEN AUTOS (3) To the extent possible, the names and addresses of any injured persons and SECTION III – PHYSICAL DAMAGE witnesses. COVERAGE, A. Coverage, 4. Coverage Extensions is amended by the addition of the following: Extra Expense–Stolen Autos • ©QBE,2020 Includes copyrighted material of Insurance Services Office,Inc., CA-BA-2003(12-20) with its permission. ' ' Page 5 of 6 Knowledge of an "accident", claim, "suit" or (1) The United States of America; "loss" by your agent, servant or "ernployee" (2) The territories and possessions of shall not be considered knowledge by you the United States of America; unless you, your insurance manager or any other person you designate has received (3) Puerto Rico; notice of the "accident", claim, "suit" or (4) Canada; and "loss" from your agent, servant, or (5) Anywhere else in the world if a "employee". covered "auto" is leased, hired, "rented or borrowed for a period of 30 days or less, U. WAIVER OF SUBROGATION provided that the "insured's" responsibility to SECTION IV — BUSINESS AUTO pay damages is determined in a"suit"on the merits, in the United-States of America, the CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against territories and possessions of the United • States of America, Puerto Rico or Canada, Others To Us isamended as follows: or in a settlement we agree to. This condition does not apply to any person or. We also cover "loss" to, or "accidents" organization to which you waived this condition involving, a covered "auto" while being by written contract or agreement, but only to the transported between any of these places. extent that subrogation is, waived prior to the "accident", or "loss" under a contract with-that Y. DEFINITION OF BODILY INJURY AMENDED person or organization. SECTION V — DEFINITIONS, Paragraph C. is V. CANCELLATION CONDITION replaced the following: Subject to any statute or regulation requiring a C. ."Bodily injury" means bodily injury, sickness longer time period, if we cancel for any reason or disease sustained by a person, including other than nonpayment of premium, we will mail mental anguish, injury or illness or emotional or deliver to the first Named Insured written distress and/or death resulting from any of notice of cancellation at least 90. days prior to these at any time.. the effective date of cancellation. W. UNINTENTIONAL FAILURE TO DISCLOSE None of the extensions provided under this HAZARDS , coverage endorsement apply if coverage is more SECTION IV — BUSINESS AUTO specifically identified elsewhere in the, policy or CONDITIONS, B. General Conditions, 2. endorsements, for which a premium charge is made Concealment, Misrepresentation Or Fraud or a higher limit is identified. .Under no is amended by the addition of the following: circumstances is any limit provided under this Any unintentional failure to disclose all eldension to be combined with a limit provided elsewhere in the policy or endorsements. exposures or hazardsexisting as of the effective date of this Coverage Form or at any time during the policy period will not invalidate or adversely All other terms and conditions of this policy remain affect the coverage for such exposure or hazard. 'unchanged. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. X. POLICY PERIOD, COVERAGE-TERRITORY SECTION IV — , BUSINESS AUTO CONDITIONS, B. General Conditions, 7. Policy Period, Coverage Territory is replaced by: 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "accidents"and losses"occurring: a. During the policy period shown in the Declarations; and , b. Within the coverage territory. The coverage territory is: © OBE:,2020 Includes copyrighted material of Insurance Services Office,Inc., CA-BA-2003 (12-20) with its permission. Page 6.of 6 • offs 4,49 QBE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. . DESIGNATED INSURED - PRIMARY AND NON-CONTRIBUTORY . Name of Insured: Aquatic Renovation Systems Inc Policy Number: 161000356 Endorsement Number: CA-U-2014 (12-20) Effective Date of Endorsement: 07/01/2022 Name of Insurer: NORTH POINTE INSURANCE COMPANY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM ' AUTO DEALERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Insured(s): Any person or organization for whom you are contractually bound to provide additional insured status, but only to the extent of such person's or organization's liability arising out of the use of a covered auto. I Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. The following is added to the Other Insurance any other insurance available to such "in- Condition in the BUSINESS AUTO COVERAGE sured"; and FORM and the Other Insurance —Primary And 3. Such contract or agreement is in effect dur- Excess Insurance Provisions in the MOTOR ing the policy period and is signed and.exe- CARRIER COVERAGE FORM and supersedes cuted before any damage or "loss"occurs. any provision to the contrary: B. The following is added to the Other Insurance This Coverage Form's Covered Autos Liability Condition in the 'AUTO DEALERS COVERAGE Coverage is primary to and will not seek contri- FORM and supersedes any provision to the con- bution from any other insurance available to an trary. "insured" under your policy provided that: This Coverage Form's Covered Autos Liability Coverage and. General Liability Coverages are. 1. Such"insured" is named in the SCHEDULE primary to and will not seek contribution from • above; any ,other insurance available to an "insured" 2. You have agreed in writing in a contract or ' under your policy provided that: agreement that this insurance would be pri- 1. Such "insured" is named in the SCHEDULE mary and would not seek contribution from above; © x,2020 Includes copyrighted material of Insurance Services Office,Inc., CA-U-2014 (12-20) with its permission. Page 1 of 2 2. You have agreed in writing in a contract or agreement that this insurance would be pri- mary and would not seek contribution from • any other insurance available,to such "in- sured"; and 3. Such contract or agreement is in effect dur- ing the policy period and is signed and exe- cuted before any damage or"loss"occurs. All other terms and conditions of the policy remain unchanged. • • © ,2020 Includes copyrighted material of Insurance Services Office,Inc., CA-U-2014 (12-20) with its permission. Page 2 of 2 COMMERCIAL LIABILITY UMBRELLA CU 00 01 0413 COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM Various provisions in this policy restrict coverage. No other obligation or liability to pay sums or Read the entire policy carefully to determine rights, " perform acts or services is covered unless duties and what is and is not covered. explicitly provided for under Supplementary Throughout this policy the words "you" and "your" Payments—Coverages A and B. refer to the Named Insured shown in the Declarations, b. This insurance applies to "bodily injury" or • and any other person or organization qualifying as a "property damage" that is subject to an Named Insured under this policy. The words "we", applicable "retained limit". If any other limit, "us" and "our" refer to the company providing this such as a sublimit, is specified in the insurance. "underlying insurance", this insurance does not The word"insured"means any person or organization apply to "bodily injury" or "property damage" • qualifying as such under Section II — Who Is An arising out of that exposure unless that limit is Insured. specified in the Declarations under the Schedule of"underlying insurance". Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — c. This insurance applies to "bodily injury" and Definitions. "property damage"only if: SECTION I—COVERAGES (1) The "bodily injury" or "property damage" is COVERAGE A—BODILY INJURY AND PROPERTY caused by an "occurrence"that takes place DAMAGE LIABILITY in the"coverage territory"; 1. InsuringAgreement (2) The "bodily injury" or "property damage" g occurs during the policy period;and a. We will pay on behalf of the insured the (3) Prior to the policy period, no insured listed "ultimate net loss" in excess of the "retained under Paragraph 1.a.of Section II—Who Is limit" because of "bodily injury" or "property An Insured and no "employee" authorized damage" to which this insurance applies. We by you to give or receive' notice of an will have the right and duty to defend the • "occurrence"or claim, knew that the"bodily insured against any"suit"seeking damages for injury" or "property damage" had occurred, such"bodily injury"or"property damage"when in whole or in part. If such a listed insured the "underlying insurance" does not provide or authorized "employee" knew, prior to the coverage or the limits of"underlying insurance" policy period, that the "bodily injury" or have been exhausted. When we have no duty "property damage" occurred, . then any to defend, we will have the right to defend, or continuation, change or resumption of such to participate in the defense of, the insured "bodily injury" or "property damage" during against any other "suit" seeking damages to or after the olic to y which.this insurance may apply. However, we have been known pro to the pol cye eriod. PP YP will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" d. "Bodily injury" or "property damage" which or "property damage" to which this insurance occurs during the policy period and was not, does not apply. At our discretion, we may prior to the policy .period, known to have investigate any "occurrence" that may involve occurred by any insured listed under • this insurance and settle any resultant claim or Paragraph 1.a. of Section II — Who Is An "suit" for which we have the duty to defend. Insured or any"employee"authorized by you to But: give or receive notice of an "occurrence" or claim, includes any continuation, change or .(1) The amount we will pay for the"ultimate net resumption of that "bodily injury" or "property loss" is limited as described in Section III— damage"after the end of the policy period. Limits Of Insurance;and (2) Our right and duty to defend ends when we have used up the applicable lirnit of insurance in the payment of judgments or settlements under Coverages A or B. ' CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 1 of 18 I •• e: "Bodily, injury" or "property, damage,'will be (b), Such .attorneys' fees and litigation deemed to have been known to have occurred expenses,are for defense of that party at the earliest time when any insured listed against a civil or alternative dispute • under Paragraph 1.a.of Section II—Who Is An resolution proceeding in which damages Insured or any"employee"authorized by you to to which this insurance applies are give or receive notice of.an "occurrence" or alleged. claim: c. Liquor Liability' (1) Reports all, or any'part, of the"bodily,injury" " or "property damage" to us or any other "Bodily injury" or "property damage", for which any insured may be held liable by reason of: insurer; (2) Receives.a written or verbal demand or (1). Causing or contributing to the intoxication of claim for. damages because of the "bodily any person; injury"or"property damage";or (2) The furnishing of alcoholic beverages to a. (3) Becomes aware by any other means that person under the legal drinking age or under the influence of alcohol; or "bodily injury" or "property damage" has occurred or has begun to occur. (3.) Any statute, ordinance or regulation relating f. Damages because of, "bodily.injury" include to the ,sale, gift, distribution or use of damages claimed by any person 'or alcoholic beverages. organization for care, loss of services or death . This exclusion ,applies even if the claims resulting at any time from the"bodily injury". against any insured allege negligence or other wrongdoing in: 2. Exclusions (a) The supervision, hiring, employment, This insurance does not apply to: training or monitoring of others by that a. Expected Or Intended Injury insured;or "Bodily injury" or "property damage" expected (b) Providing or failing to provide ' or intended from the standpoint of the insured. transportation with respect to any This exclusion does not apply to "bodily injury" person that may be under the influence resulting from the use of reasonable force to of alcohol; protect persons or property. if the "occurrence" which caused the "bodily b. Contractual Liability injury" or "property damage" involved that • "Bodily injury" or "property damage" for which which is described in Paragraph (1), (2) or (3) the insured.is obligated topay damages by above. reason 'of the assumption of liability in a However, this exclusion.applies only if you are contract or agreement. This exclusion does not in the business of manufacturing, distributing, apply to liability for damages: selling, ,serving or furnishing alcoholic (1) That the insured would have in the absence beverages. For the purposes of this exclusion, of the contract or agreement; or permitting a person to bring alcoholic beverages on your premises, for consumption (2) Assumed in a contract or agreement that is ,onyour premises, whether or not a fee is an "insured contract", provided the "bodily �� charged or a license is required for such injury" or "property damage . occurs activity, is not by itself considered the business subsequent to the execution of the contract • of selling, serving ' or furnishing alcoholic or agreement. Solely for the purposes of beverages. liability assumed in an "insured contract", 9 • reasonable* attorneys' fee's and necessary This exclusion does not apply to the extent that litigation expenses incurred by or'for a party valid "underlying insurance" for the liquor other than an insured are deemed to. be liability risks-described above exists or would damages because of "bodily injury" or have existed ,but for the exhaustion• of "property damage", provided: underlying limits for, "bodily injury" and '"property damage". To the extent this exclusion • (a) Liability to such party for, or for the cost does not apply, the insurance provided under of, that party's defense has also been 'this Coverage Part for the liquor liabilityrisks 9 4 assumed in the same"insured contract"; described above will follow the same and provisions; exclusions and limitations that are contained in the ' applicable "underlying insurance", unless otherwise directed by this insurance. Page 2 of 18 - • ©Insurance Services Office, Inc.,2012 CU 00 01 0413 d. Workers'Compensation And Similar Laws This exclusion does not apply to'the extent that Any obligation of the insured under a workers' • valid "underlying insurance" for the employer's compensation, disability benefits or • liability risks described above exists Or would unemployment compensation law 'or any have existed but for the. exhaustion of similar law. underlying limits for "bodily injury". •To the extent this exclusion does not apply, the e. ERISA insurance provided under this Coverage Part Any obligation of the insured under the for the employer's liability risks described Employee,Retirement Income Security Act of above will . follow the same provisions, 1974 (ERISA), and any amendments thereto or exclusions and limitations that are contained in any similar federal,state or local statute. the applicable "underlying insurance", unless f. Auto Coverages otherwise directed by this insurance. (1) "Bodily injury" or "property damage'-arising h. Employment-related Practices out of the ownership, maintenance or use of r "Bodily injury",to: any"auto"which is not a"covered auto"; or . (1) A person arising out of any: (2) Any loss, cost or expense payable under or (a) Refusal to employ that person; resulting from any first-party physical (b) Termination of that person's damage coverage; no-fault law; personal injury protection or auto medical payments employment;or coverage; or uninsured or underinsured (c) Employment-related practices, policies, motorist law. acts or omissions, such as coercion, g. Employer's Liability demotion, evaluation, reassignment, discipline, defamation, harassment, • "Bodily injury"to: humiliation, discrimination or malicious (1) An "employee" of the insured arising out of prosecution directed at that person;or and in the course of: (2) The'spouse, child, parent, brother or sister • (a) Employment by the insured;or of that person as a consequence of"bodily (b) Performing duties related to the conduct -injury" to that person at whom any of the of the insured's business;or employment-related.practices described in (2) The spouse, child, parent, brother or•sister Paragraph(a),(b),or(c)above is directed. of that "employee" as a consequence of This exclusion applies whether the injury-. Paragraph(1)above. _ . causing,event described in Paragraph (a), (b) or(c)above occurs before employment, during This exclusion, applies whether the insured _ employment . or after employment of that may be liable as an employer or in any other person. capacity, and to any' obligation to, share damages withor repay .someone 'else who This exclusion applies whether ,the insured must pay damages because of the injury. may be liable as an employer or in any other capacity, and to any obligation to share This 'exclusion does not apply to liability damageswith or repay someone else who assumed by the insured under an "insured must pay damages because of the injury. contract". i. Pollution With respect to injury arising out of a "covered • (1) "Bodily injury" or "property damage" which auto", this exclusion does not apply to bodily, injury" to domestic "employees" not entitled to would.not have occurred in whole or part workers' compensation benefits. For the but for the actual, alleged or threatened purposes of this insurance, a' domestic , discharge, dispersal, seepage, .migration, "employee" is a person engaged in household release or escape of "pollutants" at any or domestic work performed principally in time;or connection'with a residence premises.' (2) "Pollution cost or expense". b \ , CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 3 of 18 This exclusion does,. not apply if valid , (5) Aircraft that is:. "underlying insurance" for the pollution liability ' ' (a) Chartered by, loaned to, or hired'by you risks described above exists or would have with a paid crew;and • existed but for the exhaustion of underlying limits for"bodily injury"and"property damage". (b) Not owned by any insured. To the extent this exclusion does notapply, the k. Racing Activities insurance provided under this Coverage Part "Bodily injury"or"property damage"arising out for the pollution risks described above will of the use of"mobile equipment" or"autos" in, follow the same provisions, exclusions and or while in practice for, or while being prepared • limitations that are contained in theapplicable for, any prearranged professional or organized "underlying, insurance", unless otherwise directed by this insurance. racing, speed, demolition, or stunting activity or contest. j. Aircraft Or Watercraft I. War • "Bodily injury"or"property damage" arising out 'Bodily injury" or "property damage", however of the ownership, maintenance, use 'or caused, arising,directly or indirectly,out of: entrustment to others of any aircraft or • watercraft owned or operated by or rented or (1) War, including undeclared or civil war; loaned :to any insured. Use includes operation (2) Warlike action by a military force, including and"loading or unloading". action in hindering or defending against an This exclusion applies even 'if the claims actual or expected attack, by any against any insured allege negligence or other government, sovereign or other authority wrongdoing in the supervision, hiring, using military personnel or other agents;or employment,training or monitoring of others by • (3) Insurrection, rebellion, revolution, usurped that insured,-if the "occurrence" which caused power, or action taken by governmental the "bodily injury" or "property damage" authority in hindering or defending against involved the.ownership, maintenance, use or ' any of these. entrustment to others of any • aircraft or m. Damage To Property watercraft that is owned or operated by or rented or loaned to any insured. . "Property damage"to: • This exclusion does not apply to: (1) Property: (1) A watercraft while ashore on premises you (a) You own, rent, or occupy, including any own or rent; • costs or expenses incurred by you, or (2) A watercraft you do not own that is: any other person, organization or entity, for repair, replacement, enhancement, (a)' Less than 50 feet long; and restoration or maintenance of such (b) Not being used to 'carry persons or property for any reason, including property for a charge; prevention of injury to a person or (3) Liability assumed under any "insured damage to another's property; or • ' contract"for the ownership, maintenance or . ' (b) Owned or transported by the 'insured use of aircraft or watercraft; and arising out of_ the ownership, (4) The extent that valid"underlying insurance" maintenance or use of a"covered auto". for the aircraft or watercraft liability risks (2) Premises you sell, give away or abandon, if described above exists or would have the "property damage", arises out of any existed but for the exhaustion of underlying part of those premises; limits for "bodily injury" or "property (3) Property loaned to you; ' damage". To the extent this exclusion does (4) Personal property in the care, custody or not apply,the insurance provided under this control of the insured; Coverage Part for the aircraft or watercraft risks described above will follow the same (5) That particular part of real property on provisions, exclusions and limitations that ' • which you or any contractors or are contained in the"underlying insurance", subcontractors working directly or indirectly unless otherwise directed by this insurance; , on your behalf are performing operations, if • or the "property damage" arises 'out of those operations; or • Page 4 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 • (6) That particular part of any property that (3). "Impaired property"; must be restored, repaired or' replaced • if such product,work, or property is withdrawn because "your work" was incorrectly or recalled from the market or from use by any performed on it. person or organization because of a known or Paragraph (2) of this exclusion does not apply suspected defect, deficiency, ,inadequacy or if the premises are"your work" and were never dangerous condition in it. occupied, rented or held for rental by you. r. Personal And Advertising Injury Paragraphs (1)(b), (3), (4), (5) and (6) of.this. "Bodily injury" 'arising' out of "personal and. - exclusion do not apply to liability assumed under a sidetrack agreement. advertising injury". Paragraphs (3)and (4) of this exclusion do not s. Professional Services apply to liability assumed under a written "Bodily injury" or "property damage" due to Trailer Interchange agreement. rendering of or failure to render any professional service. This includes but is not Paragraph (6) of this exclusion does not apply limited to: • to"property damage" included in the"products- completed operations hazard". (1) Legal, accounting or advertising services; n. Damage To Your Product (2) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, "Property damage"to"your product"arising out reports, surveys, field orders, change of it or any part of it. orders or drawings or specifications; o. Damage To Your Work (3) Inspection, supervision, quality control, "Property damage"to"your work"arising out of architectural or engineering activities done it or any part of it and'included in the"products- by or for you on a project on which you completed operations hazard". serve as construction manager; This exclusion does not apply if the damaged (4) Engineering services, including related work or the work out of which the. damage supervisory or inspection services; arises was performed on your behalf by a ' (5)'Medical, surgical, dental, X-ray or nursing subcontractor. services treatment, advice or instruction; p. Damage To Impaired Property Or Property (6) Any health or therapeutic service treatment, • Not Physically Injured . , advice or instruction; "Property damage" to "impaired property" or (7) Any service, treatment, advice or instruction • property that has not been physically injured, for the purpose of appearance or skin arising out of: enhancement, hair removal or replacement, (1) A defect, deficiency, inadequacy or or personal grooming or therapy; dangerous condition in "your product" or • (8) Any service, treatment, advice or instruction • "your work";or relating to physical fitness, including (2) A delay or failure by you or anyone acting service; treatment, advice or instruction in on your behalf to perform a contract or connection with diet, cardiovascular fitness, agreement in accordance with its terms. bodybuilding or physical training programs; This exclusion does not apply to the loss of use (9) Optometry or optical or hearing aid services of other property arising out of sudden and including the prescribing,' preparation, accidental physical injury to "your product" or fitting,. demonstration or distribution of "your work"after it has been put to its intended ophthalmic lenses and similar productsor use. hearing aid devices; q. Recall Of Products,Work Or Impaired (10) Body piercing services; Property (11) Services in the practice of pharmacy; Damages claimed for any loss, . cost or (12) Law enforcement or firefighting services; expense incurred by you or others for the loss and of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal (13) Handling,, embalming, disposal, burial, of: cremation or disinterment of dead bodies. (1) "Your product"; (2) "Your work";or • CU 00 01.0413 ©Insurance Services Office, Inc.,2012 Page 5 of 18 • This exclusion. applies even if the. claims COVERAGE B—PERSONAL AND ADVERTISING against any insured allege negligence or other INJURY LIABILITY wrongdoing in the supervision, hiring, 1. Insuring Agreement employment,,training or monitoring of others by that insured, if the "occurrence" which caused a. We will pay on behalf of.the insured the the "bodily injury" or "property damage", "ultimate net loss" in excess'of the "retained involved the rendering of orfailure to render 'limit" because of "personal and advertising any professional service. injury" to which this insurance applies. We will • have the right and duty to defend the insured t. Electronic Data . • against any "suit" seeking damages for such Damages arising out of the loss of, loss of use "personal and ,advertising injury" when the of, damageto,corruption of, inability to access. "underlying insurance" does not provide or inability to manipulate electronic data. coverage or the limits of"underlying insurance" However, this exclusion does not apply to have been'exhausted. When we have no duty liability for damages because of"bodily injury". ' to defend, we will .have the right to defend, or to participate in the defense of, the insured As used in •this exclusion, electronic data against any other "suit" seeking damages to • means information,facts or•programs stored as , which this insurance may apply. However, we or on, created or used on, or transmitted to or will have no duty to defend the insured against from computer software,including systems and any "suit" seeking damages for "personal and applications software, hard or floppy disks,CD- . . advertising injury"to which this insurance does ROMs, tapes, drives, cells, data processing not apply.At our discretion,we may investigate devices or any other media which are used . any offense that may involve this insurance with electronically controlled equipment. and settle any resultant claim or"suit"for which This exclusion does not apply if valid we have the duty to defend. But: • "underlying insurance" for the electronic data (1) The amount we will pay for the"ultimate net risks described, above exists or would have loss" is limited as described in Section III— existed but for the exhaustion of underlying Limits Of Insurance;and limits for"bodily injury"and "property damage". The insurance provided under this Coverage (2). Our right and duty to defend end when we Part will follow the same provisions, exclusions have. used up the .applicable limit of and limitations that are contained in the insuemcets in under Cyvethe ment of A dgments or settlB. applicable "underlying insurance", unless otherwise directed by this insurance. No other obligation or: liability to pay sums or u. Recording And Distribution Of Material Or perform acts or services is ,covered unless Information In Violation Of Law explicitly provided for under Supplementary Payments—Coverages A and B. "Bodily injury" or "property damage" arising directly or indirectly out of any action or b. This insurance .applies to "personal and omission that violates or is alleged to violate: advertising injury" that is subject to an applicable "retained limit"J If any other limit, (1) The Telephone Consumer Protection Act ' ' such as. a sublimit, is specified in the • (TCPA), including .any amendment of or -"underlying insurance", this insurance does not addition to such law; , apply to "personal and advertising injury" (2) The CAN-SPAM Act of 2003, includingany / arising out of that exposure unless that limit is amendment of or addition to such law; specified in the. Declarations under the (3) The Fair Credit Reporting Act (FCRA), and Schedule of"underlying insurance". any amendment of or addition to such law, C. This insurance applies to "personal and including the Fair and Accurate Credit advertising,injury"caused by an offense arising Transactions Act(FACTA);or out of your business but only if the offense was (4) Any federal, state or local statute, committed in the"coverage territory"during the ordinance or regulation, other than the policy period. • TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, • dissemination, disposal, collecting, recording, . sending, . transmitting, communicating or distribution of material or information. • 1 Page 6 of 18 '©Insurance Services Office; Inc.,2012 CU 00 01 0413 • • 1 2. Exclusions (9) Infringement Of Copyright, Patent, This insurance does not apply to: Trademark Or Trade Secret a. "Personal and advertising injury": Arising out of the infringement of copyright, (1) Violation Of Rights Of Another patent, trademark, trade secret or other Knowin g 9 intellectual property rights. Under this Caused by or at the direction of the insured exclusion; such other intellectual property with the knowledge that the act would rights do not include the use of another's violate the rights of another and would inflictadvertising idea in your"advertisement". "personal and advertising injury"... However, this exclusion does not apply to (2) Material Published.With.Knowledge Of infringement; in your "advertisement", of Falsity copyright;trade dress or slogan. Arising out of oral or written publication, in (10) Insureds In Media And Internet Type any manner,of material, if done by or at the Businesses direction of the insured with knowledge of Committed by an insured whose business its falsity. . is: (3) Material Published Prior To Policy (a) Advertising, broadcasting, publishing or Period telecasting; Arising out of oral or written publication, in (b) Designing or determining content of web any manner, of material whose first sites for others;or publication took place before the beginning of the policy period. (c) An Internet search, •access, content or (4) Criminal Acts service provider. However, this exclusion does not apply to Arising out of a criminal act committed by or Paragraphs 14.a.,"b. and c. of "personal at the direction of the insured. and advertising injury" under the Definitions (5) Contractual Liability section. For which the insured has assumed liability For the purposes of this exclusion, the in a contractor agreement. This exclusion placing of frames, borders or links, or does not apply to: advertising, for you or others anywhere on • (a) Liability for damages that the insured the Internet, is not by itself, considered the would have in the absence of the business of advertising, broadcasting, contract or agreement. publishing or telecasting. (b) Liability for false arrest, detention or (11) Electronic Chatrooms Or Bulletin imprisonment_assumed in a contract or Boards agreement. Arising out 'of an electronic chatroom or • (6) Breach Of Contract bulletin board the insured hosts, owns, or over which the insured exercises control. Arising out of a breach of contract, except (12) Unauthorized Use Of Another's Name Or an implied contract to use another's advertisingidea in your"advertisement". Product (7) Quality Or Performance Of Goods— Arising out of the unauthorized use of Failure To Conform To Statements another's name or product in' your e-mail address, domain name or metatag, or any Arising out of the failure of goods, products other similar tactics to mislead another's or services to conform with any statement • potential customers.- of quality or performance made in your • "advertisement". (13) Pollution (8) Wrong Description Of Prices Arising out of the actual, alleged. or Arising• out of the wrongdescription of the threatened discharge, dispersal, seepage, p migration, release or escape of"pollutants" price of goods, products or services stated at any time. in your"advertisement". • CU 00 01 0413 ©Insurance Services Office, Inc.,2012 . Page 7 of 18 (14) Employment-related Practices (f) Any health or therapeutic service ' To: treatment,advice or instruction; (a) A person arising out of any: (g) Any service, treatment, advice or instruction. for the purpose of (i).Refusal to employ that person; appearance or skin enhancement, hair (ii) Termination of that person's . removal or, replacement, or, personal employment;or - grooming or therapy; • (iii) Employment-related practices, (h) Any service, treatment, advice or . policies, acts or omissions; such as instruction relating to .physical fitness, coercion, demotion, evaluation, including service, treatment, advice or reassignment,discipline, defamation, instruction in connection with diet, harassment, humiliation, cardiovascular fitness, bodybuilding or discrimination or .malicious physical training programs; prosecution directed at that person; (i) Optometry or' optical , or hearing aid or - services .including the " prescribing, (b) The spouse, child, parent, brother or preparation, fitting, demonstration or sister of that person as a consequence distribution of ophthalmic lenses and of "personal and advertising injury" to similar products or hearing aid devices; that person at whom any of the (j) Body piercing services; employment-related practices described in Paragraph (i), (ii) or (iii) above is (k) Services in the practice of pharmacy; directed. • (I) Law enforcement or firefighting services; This exclusion applies whether the injury- " and causing event described in Paragraph (i), (m) Handling, embalming, disposal, burial, (ii) or (iii) above occurs before ' cremation, or disinterment of dead employment, during employment or after bodies. employment of that person. This exclusion applies even if the claims This exclusion applies whether the insured against any insured allege negligence or may be liable as an employer or in any other wrongdoing in the supervision, hiring, other capacity, and to any obligation to 'employment, ..training or monitoring of share'damages with or repay someone else others bythat insured, if theoffense which who must pay damages because of the ' ' caused the "personal and advertising injury. injury", involved the rendering of orfailure (15) Professional'Services to render any professional service. Arising out of the rendering of or failure to (16) War render any professional service. This However caused, arising, directly or . includes but is not limited to: indirectly,out of: (a) Legal, accounting or advertising • (a) War, including undeclared or civil war; services; (b) Warlike action by a military force, (b) Preparing, approving, or. failing to including action in hindering or prepare or approve, maps, shop defending against an actual or expected drawings, opinions, reports, surveys, attack, by any government, sovereign or field orders, change orders or drawings other authority using military personnel or specifications; . o,r other agents;or (c) Inspection, supervision, quality control, (c) Insurrection, rebellion, revolution, • architectural or engineering' activities - usurped power, . or action taken by done by or for you on a project on which governmental authority in hindering or • you serve as construction'manager; • defending against any of these. (d) Engineering services, including. related ' supervisory or inspection services; • (e) Medical, surgical, dental, X-ray or . ' . nursing services treatment, advice or instruction; Page 8 of 18 ©Insurance Services Office, Inc:,2012 •CU 00 01 0413 • (17) Recording And Distribution Of Material f. Prejudgment interest awarded against the Or Information In Violation Of Law insured on that part of the judgment we pay. If Arising directly or indirectly out of any we make an offer to pay the applicable limit of action or omission that violates or is alleged insurance, we will not pay any prejudgment to violate: interest based on that period of time after the • offer. (a) The Telephone Consumer Protection Act (TCPA), including any amendment g. All interest on the full amount of any judgment of or addition to such law; that accrues after entry of the judgment and before we have paid, offered to• pay, or (b) The CAN-SPAM Act of'2003, including deposited in court the part of the judgment that any amendment of or addition to such is within the applicable limit of insurance. law; These payments will not reduce the limits of (c) The. Fair Credit Reporting Act (FCRA), insurance. and any amendment of or addition to such law, including the Fair and 2. When we have the right but not the duty to defend Accurate Credit Transactions Act the insured and elect to participate in the defense, • (FACTA); or we will pay our own expenses but will not contribute to the expenses of the insured or the (d) Any federal, state or local statute, "underlying insurer". ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or 3. If we defend an insured against a "suit" and an FCRA and their amendments and indemnitee of the insured is also named as a party additions, that addresses, prohibits, or to the"suit",we will defend that indemnitee if all of limits the printing, dissemination, the following conditions are met: disposal, collecting, recording, sending, a. The "suit" against the 'indemnitee seeks. transmitting, communicating or damages for which the insured has assumed distribution of material or information. the liability of the indemnitee in a contract or b. "Pollution cost or expense". agreement that is an"insured contract' SUPPLEMENTARY PAYMENTS—COVERAGES A b. This insurance applies to such. liability AND B assumed by the insured; •• • 1. We' will pay, with respect to -any claim we c. The obligation to defend, or the cost of the investigate or settle, or any "suit" against an defense of, that indemnitee, has also been insured we defend, when the duty to defend assumed by the insured in the same "insured exists: contract"; a. All expenses we incur. d. The allegations in the"suit"and the information we know about the"occurrence" are such that b. Up to $2,000 for cost of bail bonds (including no conflict appears to exist between the bonds for related traffic law violations) required ' • interests of the-insured and the interests of the because of an "occurrence" we cover. We do indemnitee; not have to furnish these bonds. e. The indemnitee and the insured ask us to. c. The cost of bonds to release attachments, but conduct and control the defense of that only.for bond amounts within the applicable indemnitee against such "suit"and agree that limit of insurance. We do not have to furnish we can assign the same counsel to defend the these bonds. • insured and the indemnitee;and d. All reasonable expenses incurred by the - f. The indemnitee: insured at our request to assist us in the - ' investigation or defense of the claim or "suit", (1) Agrees in writing to: including actual loss of earnings up to $250 a (a) Cooperate with us in the investigation, 'day because of time off from work. 'settlement or defense of the"suit"; e. All court costs taxed against the insured in the (b) Immediately send us copies of any "suit". However,these payments do not include - demands, notices, summonses or legal attorneys' fees or attorneys' expenses taxed - papers received in connection with the against the insured. - ' "suit"; • (c) Notify any other insurer whose coverage ' is available to the indemnitee;and • CU 00 01 0413 ©Insurance Services-Office,'Inc.,2012 Page 9 of 18 • • (d) Cooperate with us with respect to ' (5) A trust, you are an insured. Your trustees coordinating other applicable insurance are also insureds, but only with respect to available to the indemnitee;and their duties as trustees. (2) Provides us with written authorization to: b. Each of the following is also an insured: • (a) Obtain records and other information (1) Your "volunteer workers" only while related to the"suit";and • performing duties related to the conduct of (b) Conduct and control the defense of the your business, or your "employees", other indemnitee in such"suit". than either your "executive officers" (if you • are an organization other than a So long as the above conditions are met, partnership, joint venture or limited liability attorneys' fees incurred by us in the defense of company) or your managers (if you are a that indemnitee, necessary litigation expenses limited liability company), but only for acts • incurred by us and necessary litigation expenses within the scope of their employment by you incurred by the indemnitee at our request will be or while performing duties related to the paid as Supplementary Payments. conduct of your business. However, none of Notwithstanding the provisions of Paragraph these "employees" or "volunteer workers" 2.b.(2) of Section I — Coverage A— Bodily Injury are insureds for: And Property Damage Liability,such payments will (a) "Bodily injury" or "personal and not be deemed to be damages for"bodily injury" advertising injury": and "property damage" and will not reduce the limits of insurance. (I) To you,to your partners or members Our obligation to defend an insured's indemnitee (if you are a partnership or joint and to pay for attorneys' fees and necessary venture), to your members(if you are co- litigation expenses as Supplementary Payments a limited liability company), to a ends when we have used up the applicable limit of her"employee" en the performingcoursof his or insurance in the payment of judgments or employment or duties related to the conduct of your settlements or the conditions set forth above, or business or to your other "volunteer the terms of the agreement described in workers" while performing duties Paragraph f.above, are no longer met. related to the conduct' of your SECTION II—WHO IS AN INSURED business; 1. Except for liability arising out of the ownership, (ii) To the spouse, child, parent, brother maintenance or use of"covered autos": or sister of that co-"employee" or a. If you are designated in the Declarations as: "volunteer worker"as a consequence (1) An individual, you and your spouse are of Paragraph(a)(i)above; or insureds, but only with respect to the (iii) For which there is any obligation to conduct of a business of which you are the share damages with or repay sole owner. someone else who must pay damages because of the injury (2) A partnership or joint venture, you are an described in Paragraph (a)(i) or (ii) insured. Your members, your partners, and above. their spousesare also insureds, but only with respect to. the conduct of your (b) "Property damage"to property: business. (i) Owned, occupied or used by; - (3) A limited liability company, you are an (ii) Rented to, in the care, custody or insured. Your members are also insureds, control of, or over which physical but only with respect to the conduct of your control is being exercised for any business. Your managers are insureds, but purpose by; only with respect to their duties as your you, any of your"employees", "volunteer managers. workers", any partner or member(if you (4) An organization other than a partnership, are a partnership or joint venture), or joint venture or limited liability company, any member(if you are a limited liability you are an insured. Your "executive company). officers"and directors are insureds,but only (2) Any person (other than your"employee" or with respect to their duties as your officers "volunteer worker"), or any organization or directors. Your stockholders are also while acting as your real estate manager. insureds, but only with respect to their liability as stockholders. Page 10 of 18 . ©Insurance Services Office, Inc.,2012 CU 00 01 0413 • • (3) Any person or organization having proper. (4) Anyone other than your "employees", temporary custody of your property if you die, but only: partners (if you are a partnership), members (if you are a limited liability (a) With respect to liability arising out of the .company),or a lessee or borrower or any of maintenance or useof that property; their"employees", while moving property to and or from a"covered auto". (b) Until your legal representative has been (5) A partner (if you are a partnership), or a appointed. member, (if you are a limited liability (4) Your legal representative if you die, but only company) for a "covered auto" owned by with respect to duties as such. That • him or her or a member of his or her representative will have all your rights and household. duties under this Coverage Part. (6) "Employees" with respect to "bodily injury" • c. Any organization you newly acquire or form, to: other than a partnership,joint venture or limited (a) Any fellow "employee" of the insured liability company, and over which you maintain arising out of and in the•course of the ownership or majority interest, will qualify as a fellow "employee's" employment or • Named Insured if there is no other similar while performing duties related to the insurance available to that organization. conduct of your business;or However: (b) The spouse, child, parent, brother or • (1) Coverage under this provision is afforded sister of that fellow "employee" as a only until the 90th day after you acquire or . consequence of Paragraph (a)above. form the organization or the end of the c. Anyone liable for the conduct of an insured policy period,whichever is earlier; described above is also an insured, but only to (2) Coverage A does not apply to"bodily injury" ' the extent of that liability. or "property damage" that occurred before 3. Any additional insured under any policy of you acquired or formed the 'organization; "underlying insurance" will automatically be an and: insured under this insurance.. (3) Coverage B does not apply to "personal Subject to Section III — Limits Of Insurance, if and advertising injury" arising out of an coverage provided to the additional insured is offense committed before you acquired or required by a contract or agreement, the most we formed the organization. will pay on behalf of the additional insured is the 2. Only with respect to liability arising out of the amount of insurance: . ownership, maintenance or- use of "covered a. Required by the contract or agreement, less autos": anyamounts payable by any "underlying a. You are an insured. insurance";or b: Anyone else while using with your permission a b. Available under the applicable Limits of "covered auto"you own, hire or borrow is also Insurance shown in the Declarations; an insured except: whichever is less. (1) The owner or anyone else from whom you Additional insured coverage hire or borrow a "covered auto". This 9 providedthis insurance �will not be broader thanncoverage exception does not apply -if the "covered ' provided by the"underlying insurance". auto" is a trailer or semitrailer connected to No person or organization is an insured with respect a"covered auto"you own. to the conduct of any current or past partnership,joint (2) Your "employee" if the "covered auto" is venture or limited liability company that is not shown • owned by that"employee" or a member of as a Named Insured in the Declarations. his or her household. (3) Someone using a "covered auto" while he . or sheis working in a business of selling, servicing, repairing, parking or storing "autos"unless that business is yours. CU 00 01 0413 ©Insurance Services Office, Inc.,2012 - Page 11 of 18 • SECTION III—LIMITS OF INSURANCE SECTION IV—CONDITIONS 1. The Limits of Insurance shown in the Declarations 1. Appeals and the rules below fix the most we will pay If the "underlying insurer" or insured elects not to regardless of the number of: appeal a judgment in excess of the"retained limit", a. Insureds; we may do so at our own expense. We will also 'b. Claims made, "suits" brought, or number of pay for taxable court costs, pre-and postjudgment vehicles involved; or interest and disbursements associated with such appeal. In no event will this provision increase our c. Persons or organizations making claims or liability beyond the applicable Limits of Insurance bringing"suits". described in Section III—Limits Of Insurance. 2. The Aggregate Limit is the most we will pay for the 2. Bankruptcy sum of all"ultimate net loss"under: a. Bankruptcy Of Insured a. Coverage A, except "ultimate net loss" because of"bodily injury"or"property damage" Bankruptcy or insolvency of the insured or of arising out of the ownership, maintenance or the insured's estate will not relieve us of our use of a"covered auto";and obligations under this"Coverage Part. b. Coverage B. b. Bankruptcy Of Underlying Insurer 3. Subject to Paragraph 2. above, the Each Bankruptcy or insolvency of the "underlying Occurrence Limit.is the most we will pay for the insurer" will not relieve us of our obligations sum of all "ultimate net loss" under Coverage A under this Coverage Part. because of all "bodily injury" and "property However, this insurance will not replace the damage"arising out of any one"occurrence". "underlying insurance"'in the event of bankruptcy 4. Subject to Paragraph 2. above, the Personal And or insolvency of the "underlying insurer". This Advertising Injury Limit is the most we will pay insurance will apply as if the "underlying under Coverage B for the sum of all "ultimate net insurance"were in full effect. loss" because of all "personal and advertising 3. Duties In The Event Of Occurrence, Offense, injury" sustained byany one person or Claim Or Suit organization. a. You must see to'it that we are notified as soon 5. If there is "underlying insurance" with a policy as practicable of an"occurrence"or an offense, period that is nonconcurrent with the policy period . regardless of the amount,which may result in a of this Commercial Liability Umbrella Coverage claim. To the extent possible, notice should Part,the "retained limit(s)"will only be reduced or include: exhausted by payments for: (1) How, when and where the "occurrence" or a. "Bodily injury" or "property' damage" which offense took place; occurs. during the policy period of this (2) The names and addresses of any injured Coverage Part;or persons and witnesses;and b. "Personal and advertising injury" for offenses (3) The nature and location of'any injury or that are committed during the policy period of damage arising out of the "occurrence" or this Coverage Part. offense. However, if any "underlying insurance" is written b. If a claim is made or "suit" is brought against on a claims-made basis, the "retained limit(s)"will any insured,you must: only be reduced or exhausted by claims for that • insurance that are made duringpolicy (1) Immediately record the specifics of the the period, claim or"suit"and the date received;and or any Extended Reporting Period,' of this Coverage Part. (2) Notify us as soon as practicable. The Aggregate Limit, asdescribed in Paragraph 2. You must see to it that we receive written above, applies separately to each consecutive annual . .notice of the claim or "suit" as soon as period and to any remaining period of less than 12 practicable. months, starting with the beginning of the policy c. You and any other involved insured must: period shown in the Declarations, unless the policy period .is extended after issuance for an additional (1) Immediately send us copies of any period of less than 12 months. In that case, the demands, notices, summonses or legal additional period will be deemed part of the last papers received in connection with the preceding period for purposes of determining the claim or"suit"; Limits of Insurance. Page 12 of 18 ©Insurance Services Office,.Inc.,2012 CU 00 01 0413 • • 9' (2) Authorize us to .obtain records and other (2) The total of all deductible and self-insured information; amounts under all that other insurance. (3) Cooperate with us in the investigation or 6. Premium Audit settlement of the claim or defense against a. We will compute all premiums for this the"suit";and Coverage Part in accordance with our rules (4) Assist us, upon our request, in the and rates. enforcement of any right against any b. Premium shown in this Coverage Part as person or organization which may be liable advance premium is a deposit premium only. to the insured because of injury or damage At the close of each audit period we will to which this insurance may also apply. compute the earned premium for that period d. No insured will, except at that insured's own and send notice to the first Named Insured. cost, voluntarily make a payment, assume any The due date for audit and retrospective obligation, or incur any expense, other than for premiums is the date shown as the due date first aid,without our consent. on the bill:If the sum of the advance and audit 4. Legal Action Against Us premiums paid for the policy period is greater than the earned premium, we will return the No person-or organization has a right under this excess to the first Named Insured. Coverage Part: c. The first Named Insured must keep records of a. To join us as a party or otherwise bring us into the information . we need for premium a"suit",asking for damages from an insured;or computation,and send us copies at such times b. To sue us on this Coverage Part unless, all of as we may request. its terms have been fully complied with. 7. Representations Or Fraud A person or organization may sue us to recover on By accepting this policy, you agree: an agreed settlement or on a final judgment against an insured; but we will.not be liable for " a. The statements in the Declarations are damages that are not payable under the terms of accurate and complete; this Coverage Part or that are in excess of the b. Those statements are based .upon applicable limit of insurance.An agreed settlement )representations you made to us; ' means'a settlement and release of liability signed c. We have issued this policy in reliance upon by us, the insured and the claimant or the your representations;and claimant's legal representative. 5. Other Insurance d. This policy is void in any case of fraud by you as it relates to this'policy or any claim under a. This insurance is excess over, and shall not this policy. contribute with any of the other insurance, 8. Separation Of Insureds whether primary, excess, contingent or on any other basis. This condition will not apply to Except with respect to the Limits of Insurance,and insurance specifically written as excess over any rights or duties specifically assigned in this this Coverage Part. Coverage Part to the first Named Insured, this When this insurance is excess,we will have no insurance applies: duty under Coverages A or B to defend the , a. As if each Named Insured were the only • insured against any "suit" if any other insurer ,Named Insured;and has a duty to defend theinsuredagainst that b. Separately to each insured against whom claim "suit". If no other insurerdefends, we will is made or"suit"is brought. undertake to do so, but we will be entitled to 9. Transfer Of Rights Of Recovery Against Others the insured's rights against all those otherTo Us insurers. • b. When this insurance is excess over other If the insured has rights to recover all or part of insurance, we will pay only our share of the any payment we have made under this Coverage "ultimate net loss"that exceeds the sum,of: Part, those rights are transferred to us. The insured must do nothing after loss to impair them. (1) The total amount that all such other At our request, the insured will bring "suit" or insurance would pay for the loss in the transfer those rights to us and help us enforce absence of the insurance provided under them. . this Coverage Part;and • CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 13 of.18 10.When We Do Not Renew 14.Expanded Coverage Territory ,If we decide not to renew this Coverage 'Part, we a. If a "suit" is brought in a part of the "coverage will mail or 'deliver to the first Named Insured territory" that' is outside the United States of shown in the Declarations'written notice of the America (including its territories and nonrenewal not less than 30 days before the pos"sessions), Puerto Rico or Canada, and we expiration date. are prevented by law, or otherwise, from If notice is mailed, proof of mailing will be sufficient defending the insured, the insured will initiate a proof of notice. defense of the "suit". We will reimburse the 11.Loss Payable insured, under Supplementary Payments, for any reasonable and necessary expenses Liability under this Coverage Part does not apply incurred for the defense of a "suit" seeking to a given claim unless and until: damages to which this insurance applies,'that a. The insured or insured's "underlying insurer" we would have paid had we been able to has become obligated to pay the "retained exercise our right and duty to defend. limit";and 'If the insured becomes legally obligated to pay b. The obligation of the insured to pay the sums because of damages to Which this "ultimate net loss" in-excess of the "retained insurance applies in a part of the "coverage limit"has been determined by a final settlement territory" that is outside the United States of or judgment or.written agreement among the America (including its. territories and insured,claimant and us. , possessions), Puerto Rico or Canada, and we are 'prevented by law, or otherwise, from 12.Transfer Of Defense - , paying such sums on the insured's behalf, we When the underlying limits of insurance have been will reimburse the insured for such sums. used up in the payment of judgments or b. All payments or reimbursements we make for 'settlements, the'duty to defend will'be transferred damages because of judgments or settlements to us. We will cooperate in the transfer of control will be made in U.S. currency at the prevailing to us of any outstanding claims or "suits" seeking ' exchange rate at the time the insured became damages to which this insurance applies which legally obligated to pay such sums. All would have ,been covered by the "underlying payments 'or reimbursements we make for insurance" had the applicable-limit not been used expenses under Supplementary Payments will up. 'be made in U.S. currency at the 'prevailing 13.Maintenance Of/Changes To Underlying - exchange rate at the time the expenses were Insurance incurred. Any "underlying,insurance" must be maintained in c. Any disputes between you andus as to full effect without reduction of coverage or limits whether there is coverage under this policy except for the reduction of the aggregate limit in must be filed in the courts of the United States accordance with the provisions of such"underlying ' of America (including its territories and insurance" that results from payment of claims, possessions),Canada or Puerto Rico. settlement or judgments, to which this insurance d. The insured must fully maintain any coverage applies. required by law, regulation or other Such exhaustion or reduction is not a failure to governmental authority during the policy maintain "underlying insurance". Failure to period, except for reduction of the aggregate maintain "underlying insurance" will not invalidate ` . limits due to payments of claims,judgments or insurance provided under this Coverage Part, but settlements. insurance provided under this Coverage Part will Failure to maintain such coverage required by apply as if the "underlying insurance" were in full law, regulation or other governmental authority effect. will not invalidate this insurance. However, this If there is an increase in,the scope of coverage of insurance will apply as if the required coverage any "underlying insurance" during the term of this by law, regulation' or other governmental policy, our liability will be no more than it would authority was in full effect. have been if there had been no such increase. You must notify us in writing, as soon as ' practicable, if any "underlying insurance" is cancelled, not renewed, replaced or otherwise , terminated, or if the limits or scope of coverage of any"underlying insurance" is changed. • _ ' Page 14 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 SECTION V—DEFINITIONS if such property can be restored, to use by the 1. "Advertisement" means a notice that is broadcast repair, replacement, adjustment ,or removal of or published to the general public or specific "your product" or"your work", or your fulfilling the . market segments about your goods, products or terms of the contract or agreement. services for the purpose of attracting customers or 9. "Insured contract"means: supporters.For the purposes of this definition: a. A contract for a lease of premises. However, a. Notices that are published include material that portion of the contract for a lease of • placed on the Internet or on similar electronic premises that indemnifies any person or means of communication; and organization for damage by fire to premises b. Regarding web sites, only that part of a web while rented to you or temporarily occupied by site that is about your goods, products or you with permission of the owner is not an 'services for the purposes of attracting "insured contract"; customers or supporters is considered an b. A sidetrack agreement; advertisement. c. Any easement or license agreement, except in 2. "Auto"means: 'J connection with construction or demolition a. •A land motor vehicle; trailer or semitrailer operations on or within 50 feet of a railroad; designed for travel'on public roads, including d. An obligation,.,as tequired by ordinance, to any attached machinery or equipment; or indemnify a municipality, except in,•connection b. Any other land vehicle'that is subject to a with work for a municipality; 'compulsory or financial responsibility law or e. An elevator maintenance agreement; other motor vehicle insurance law where it is f. That part of any contract or agreement entered licensed or principally garaged. into, as part of your business, pertaining to`the However; "auto" does not include) "mobile rental or lease, by you or any of your ' equipment". "employees", of any "auto". (However, such 3. "Bodily injury" means bodily injury, disability, contract or agreement shallnot be considered sickness or disease sustained by a person; an "insured contract" to the, extent that it including death resulting from any of these at any obligates you or any of your "employees" to time. "Bodily injury" includes mental anguish or pay for"property damage"to any"auto" rented other mental injury resulting from"bodily injury", or leased by you or any of your"employees". • 4. "Coverage territory" means anywhere in the world g. That part of any other contract or agreement with the exception of any country or jurisdiction pertaining to your business (including an which is subject to trade or other economic indemnification of a municipality in connection sanction or embargo by the. United States of with work performed for a municipality) under America. which you assume the tort liability of another party to pay for "bodily injury" or "property 5. "Covered auto"means only those"autos"to which damage"to a third person or organization. Tort "underlying insurance"applies. liability means a liability that would be imposed 6. -"Employee" includes a "leased worker". by law in the absence 'of any contract or, ' "Employee" does not include a "temporary agreement. worker". Paragraphs f. and g. do not include that part of 7. "Executive officer" means a person holding any of any contract or agreement: the officer' positions created by your .'charter, (1) That indemnifies a railroad for"bodily injury" constitution, bylaws or any other similar governing or "property damage" arising out of document. construction or demolition operations, within 8.•"Impaired property"means tangible property, other 50 feet of any railroad property and than "your product" or"your work", that cannot be affecting any railroad bridge or trestle, used or less useful because: ' tracks, road-beds, tunnel, underpass or a. It incorporates "your product"'\or "your work" crossing; that is known or thought ,to be defective, ' (2) That pertains to the loan, lease or rental of • deficient, inadequate or dangerous; or an "auto" to you or any 'of your b. You have failed to fulfill the terms of a contract "employees", if the "auto" is loaned, leased or agreement; or rented with a driver;or CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 15 of 18 (3) That holds a person or organization f. Vehicles not described in Paragraph a., b., c. engaged in the business of transporting or d. above maintained primarily for purposes property by"auto"for hire harmless for your other than the transportation of persons or use of a "covered auto" over a route or cargo. territory that person. or organization is However, self-propelled vehicles with the authorized to serve by public authority. following types of permanently attached 10."Leased worker"means a person leased to you by equipment are not "mobile equipment" but will a labor leasing firm under an agreement between be considered"autos": you and the labor leasing firm, to perform duties (1) Equipment designed primarily for: related to the conduct of your business. "Leased worker"does not include a"temporary worker". (a) Snow removal; 11."Loading or unloading" means the handling of (b) Road maintenance, but not construction property: or resurfacing;or a. After it is moved from the place where it is (c) Street cleaning; accepted for movement into or onto an aircraft, (2) Cherry pickers and similar devices mounted watercraft or"auto"; on automobile or truck chassis and used to b. While it is in or on an aircraft, watercraft or raise or lower workers; and "auto"; or (3) Air compressors, pumps and generators, c. While it is being moved from an aircraft, including spraying, welding, building watercraft or "auto" to the place where.it .is cleaning, geophysical exploration, lighting finally delivered; and well servicing equipment. • but "loading or unloading" does not,include the However, "mobile equipment" does not include movement of.property_by means of a mechanical land vehicles that are subject,to a compulsory device, other than a hand truck, that ,is not or financial responsibility law or other motor attached to the aircraft,watercraft or"auto". vehicle insurance law where it is licensed or • 12."Mobile equipment" means any of the following principally garaged. Land vehicles subject toa compulsory or financial responsibility law or types of land vehicles, including any attached other motor vehicle insurance law are machinery or equipment: considered"autos". a. Bulldozers, farm machinery, forklifts and other 13."Occurrence" means an accident, including vehicles designed for use principally off public continuous or repeated exposure to substantially • roads; the same general harmful conditions. b. Vehicles maintained for use solely on or next to 14."Personal and advertising injury" means injury, premises you own or rent; including consequential "bodily injury", arising out c. Vehicles that travel on crawler treads; of one or more of the following offenses: d. Vehicles, whether self-propelled or not, a. False arrest,detention or imprisonment; ,maintained primarily to provide mobility to b. Malicious prosecution; permanently mounted: (1) .Power cranes, shovels, loaders, diggers or c. The wrongful eviction from,wrongful entry into, drills; or • or invasion of the right of private occupancy of a room, dwelling or premises that a person (2) Road construction or resurfacing,equipment - occupies, committed by or'on behalf of its such as graders, scrapers or rollers; owner, landlord or lessor; e. Vehicles not described in Paragraph a., b., c. d. Oral or written publication, in any manner, of or d. above that are not self-propelled and are material that slanders or libels a person or maintained primarily to provide mobility to organization or disparages a 'person's or permanently attached equipment , of the organization's goods, products or services; following types: - e. Oral or written publication, in any manner, of (1) Air compressors, pumps'and generators, material that violates a person's right of including spraying, welding, building privacy; cleaning, geophysical exploration, lighting f. The use of another's advertising idea in your and well servicing equipment;or "advertisement";or (2) Cherry pickers and similar devices used to g. Infringing upon another's copyright, trade dress raise or lower workers; or slogan in your"advertisement". • Page 16 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 • • • 15."Pollutants" mean any solid, liquid, gaseous or (2) The existence of tools, uninstalled thermal irritant or contaminant, including smoke, ` equipment or abandoned or unused vapor, soot, fumes, acids, alkalis, chemicals and materials. waste. Waste includes materials to be recycled, 18."Property damage"means: reconditioned or reclaimed. 16."Pollution cost or expense" means any loss, cost a. Physical injury to tangible property, including or expense.arising out of any: all. resulting loss of use of that property. All such loss of use shall be deemed to occur at a. Request, demand, order or statutory or the time of the physical injury that caused it;or regulatory requirement that any insured or b. Loss of use oftangible property that is not others test for, monitor, clean up, remove, , physically injured. All such loss of use shall be contain, treat, detoxify or neutralize, or in any deemed to occur at the time of the way respond to, or assess the effects of, "occurrence"that caused it. "pollutants"; or With respect to the ownership, maintenance or b. Claim or suit by or on behalf of a governmental use of "covered autos", property damage also authority for damages because of testing for, includes "pollution cost or expense", but only to monitoring, cleaning up, removing, containing, the extent that coverage exists under the treating, detoxifyingor neutralizing, or in any "underlying insurance" or would have existed but way responding to, or assessing.the effects of, for the exhaustion of the underlying limits. "pollutants". For the purposes of this insurance,with respect to 17."Products-completed operations hazard":, other than the ownership, maintenance or use of. a. Includes all "bodily injury" and "property "covered autos", electronic data isnot tangible damage" occurring away from premises you • property. own or rent and arising out of"your product" or As used in this definition, electronic data means "your work"except: information, facts or programs stored as or on, (1) Products that are still in your physical createc1 or used on, or transmitted to or from possession; or computer. software (including systems and (2) Work that has not yet been completed or drives, cells, dataprocessingapplications software), hard or floppy disks, CD- abandoned. However, "your work" will be ROMs, tapes, . deemed completed at the earliest of the devices or any other media which are used with following times: electronically controlled equipment. (a) When all of the work called for in your. 19."Retained limit" means the available .limits of contract has been completed. "underlying insurance" scheduled' in the Declarations or the "self-insured retention", (b) When all of the work to be done.at the whichever applies. job site has been completed if your contract calls for work at more than one 20."Self-insured retention" means the dollar amount job site. listed in the Declarations that will be paid by the insured before this insurance becomes applicable (c) When that part of the work done at a job only with respect to "occurrences"or offenses not site has been put to its intended use by covered by the "underlying insurance". The "self- any person or organization other than '.insured retention"does not apply to "occurrences" another contractor or subcontractor or offenses which would have been covered by working on the same project. "underlying insurance" but for the exhaustion of Work that mayneed service, maintenance, applicable limits. correction, repair or replacement, but which 21."Suit"means a civil proceeding in which damages is otherwise complete, will be treated as because of "bodily injury", "property'damage" or. completed. "personal and advertising injury" to'which this b. Does not include "bodily injury" or "property insurance applies are alleged. "Suit"includes: damage"arising out of: a. An arbitration proceeding in which such (1) The transportation of property, unless the damages are claimed and to which the insured injury or damage arises out of a condition in must submit or does submit with our consent; or on a vehicle not owned or operated by . or . you, and that condition was created by the "loading or unloading" of that vehicle by any insured;or CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 17 of 18 . • b. Any other alternative dispute resolution b. Includes: • proceeding in which such damages are (1) Warranties or representations made at any claimed and to which the insured submits with time with respect to the fitness, y, our consent or the "underlying insurer's" durability, performance or use ofUyour consent. product";and 22."Temporary worker" means a person who is (2) The providing of or failure to provide furnished to you to substitute for a permanent warnings or instructions. "employee"on leave or to meet seasonal or short- term workload conditions. c. Does not include vending machines or other property rented to or located for the use of . 23."Ultimate net loss" means the total sum, after others but not sold. reduction for recoveries or salvages collectible, that the insured becomes legally obligated to pay 28."Your work":. as damages by reason of settlement or judgments a. Means: • or any arbitration or other alternate dispute method entered into with our consent or the (1) Work or operations performed by you or on "underlying insurer's"consent. your behalf; and 24."Underlying insurance" means any policies of (2) Materials, parts or equipment.furnished in . insurance listed in the .Declarations under the connection with such work or operations. Schedule of"underlying insurance". b. Includes: 25."Underlying insurer" means any insurer who (1) Warranties or representations.made at any provides any policy of insurance listed in the time with respect, to the fitness, quality, Schedule of"underlying insurance". durability, performance 'or use of 'your 26."Volunteer worker" means a person who is not work";and • your"employee", and who donates his or her work (2).The providing of or failure to provide and acts at the direction of and within the scope of warnings or instructions. duties determined by you, and is not paid a fee, salary or other compensation by you or. anyone else for their work performed for you. , 27."Your product": a. Means: (1) Any goods _or products, other than real property, _manufactured, sold, handled, distributed or disposed of by: (a) You; • •(b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and • (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. • • Page 18 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 CCU1376872 COMMERCIAL UMBRELLA • CU 81 47 12 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF OTHER INSURANCE CONDITION This endorsement modifies-insurance provided under the following: • COMMERCIAL LIABILITY UMBRELLA COVERAGE PART SCHEDULE Name of Person(s)or Organization(s) FOR ANY ADDITIONAL INSURED REQUIRED BY WRITTEN CONTRACT . • In consideration of the premium charged,.Paragraph Such insurance shall apply in excess of the a. of Condition 5. Other Insurance (SECTION IV— Limits of Insurance shown in the Declara- CONDITIONS) is deleted and replaced by: tion of this Coverage Part. This paragraph 5. Other Insurance does not apply to Other Insurance available to the person(s) or.organization(s) shown in a. This insurance is excess over, and shall not the Schedule for which they have been contribute with any of the other insurance, added as\an additional insured by attach- whether primary, excess, contingent or on any ment of an endorsement or through inclu- other basis. This condition will not apply to: ' sion based upon a contract requiring their (1) Insurance specifically written as excess status as an additional insured over this coverage part; or When this insurance is excess,we will have no (2) Insurance bought by or on behalf of the • duty under Coverage A or B to defend the in- person(s) or organization(s) shown in the sured against any"suit" if any other insurer has Schedule if the scheduled person(s) or or- a duty to defend the insured against that"suit". • ganization(s) are designated in the declare- If no other insurer defends, we will undertake • tions of such insurance as a named insured. to do so, but we will be entitled to the insured's right against all those other insurers: • Includes copyright material of Insurance Services Office, Inc.,2007 CU 81 4712 09 used with it's permission Page 1 of 1 • CCU13768.72 l COMMERCIAL LIABILITY UMBRELLA CU 24 7811 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NONCONTRIBUTORY - OTHER INSURANCE l CONDITION This endorsement modifies insurance provided under the following: • COMMERCIAL LIABILITY UMBRELLA COVERAGE PART SCHEDULE • Name Of Additional Insured Person(s)Or Organization(s): BLANKET PER CONTRACT REQUIREMENT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Paragraph 5. of Section IV—Conditions is replaced When this insurance is excess, we will have no by the following: duty under Coverages A or B to defend the 5. Other Insurance insured against any "suit" if any other insurer has a duty to defend the insured against that a. This insurance is excess over, and shall not "suit". If no other insurer defends, we will contribute with any of the other insurance, undertake to do so, but we will be entitled to whether primary, excess, contingent or on any the insured's rights against all those other " other basis. However: insurers. (1) This condition will not apply to other b. When this insurance is excess over other insurance specifically written as excess insurance, we will pay only our share of the over this Coverage Part. "ultimate net loss"that exceeds the sum.of: (2) The insurance provided under this (1) The total amount that all such other Coverage Part will not seek contribution insurance would pay for the loss in the from any other insurance available to an absence of the insurance provided under additional insured, provided that: this Coverage Part;and (a) The additional insured is a Named (2) The total of all deductible and self-insured Insured under such other insurance; amounts under all that other insurance. (b) The additional insured is shown in the Schedule; and (c) You have agreed in writing in a contract or agreement that this insurance would not seek contribution from any other insurance available to the additional insured. • CU 24 78 11 16 • ©Insurance Services Office, Inc.,2016 Page 1 of 1