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Home My WebLink About2021-062 PO 20220208-RH2 Control Systems NW ,. O 0,4,1 Purchase Order Ilras . )LICK Fiscal Year 2022 Page: 1 of: 1 GisN.-114:47P.i 0,1; .�g,t1"1';...-:air:"c n tf—.._' B Cityof Ashland ;. F: - == _ 9, - ±6- I ATTN: Accounts Payable L 20 E. Main Purchase Ash d, OR 97520 Order# 20220208Q T Phone: 541/552-2010 O Email: payable@ashland.or.us V RH2 CONTROL SYSTEMS NW H C/O Public Works Department E 22722 29TH DRIVE SE I 51 Winburn Way N STE 210 ' p Ashland, OR 97520 ' D BOTHELL, WA 98021 Phone: 541/488-5347 R Email: AP@RH2.COM T Fax: 541/488-6006 l:xi_I' r xx -'_-T ec. Er4 F —.._.y §^-"-g- .��.£ 1, fE;..J .. @.Ie':. i{( �6e.. -r-. �� a (.,i f"„J.ic_e.. �,E.r ' _ _ J Scott Fleury _- -- — - - _� ---_ _- _— — _ -- -- - =ice _�- -_ __67: 9 EE-1@5.E x.'= • FORM #3 CITY OF g ASHLAND A request for a Purchase Or r REQUISITION Date of request: _ 04/03/2020` Vendor Name Northwest Control Systems LLC DBA RH2 Control Systems NW Address,City,State,Zip 22722 29th Drive SE Bothell,WA 98021 Contact Name Eric Summers Telephone Number 425-951-5338 Email address esummers anrh2.com SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form#13,Written findings and Authorization ❑ AMC 2.50 Date approved by Council:_ ❑ Written quote or proposal attached ❑ Written quote or proposal attached _(Attach copy of council communication) _(If council approval required,attach copy of CC) ❑ Small Procurement Cooperative Procurement Less than$5,000 ❑ Request for Proposal (Copies on file) 0 State of Oregon Date approved by Council:_❑ Direct Award _(Attach copy of council communication) Contract# ❑ Verbal/Written quote(s)or proposal(s) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract# GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) ❑ Other government agency contract $5,000 to$100,000 ❑ Written quote or proposal attached Agency ❑ (3)Written quotes and solicitation attached ❑ Form#4, Personal Services$5K to$75K Contract# PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5,000 to$75,000 ❑ Form#9,Request for Approval ❑ Agency ■ Less than$35,000,bydirect appointment Date original contract approved by Council: ❑ pp ❑ Written quote or proposal attached ❑ (3)Written proposals/written solicitation Date approved by Council`_ (Date) ❑■ Form#4, Personal Services$5K to$75K Valid until:_ _(Date) —(Attach copy of council communication) Description of SERVICES Total Cost i r= xe • f l 30'000 00 On-call SCADA Integrator services to support the water treatment division Item# Quantity Unit Description of MATERIALS Unit Price Total Cost • °TOTAh COST ❑■ Per attached quote/proposal $ Project Number - _ - Account Number 0 8 1 9 0 0.6 0 4 1 0 0 $_,_ 1 5,0 0 0 .0 0 Project Number _ - - Account Number 0 8 1 8 0 0. 6 0 4 1 0 0 $_,_ 1 5,0 0 0 0 0 Project 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,I certifyth1at the City's public contracting requirements have been satisfied. Employee: 460031. telikpeoDepartment Head: rI�� t 21 - •. it1 l"toorg •ater than$5,000) Department Manager/Supervisor: City Administrator: f ilk U.-7 (Equal to or grea er than$25,000) Funds appropriated for current fiscal year: YES / NO Deputy Finance Director-(Equal to or greater than$5,000) Date Comments: Form#3-Requisition CITY OF FORM #4 ASHLAND DETERMINATIONS TO PROCURE PERSONAL SERVICES $5,000 to $75,000 To: Gary Milliman,Interim City Manager From: Scott Fleury,Public Works Director Date: 9/29/21 Re: DETERMINATIONS TO PROCURE PERSONAL SERVICES In accordance with AMC 2.50.120(A), for personal services contracts greater than $5,000, but less than $75,000, the Department Head shall make findings that City personnel are not available to perform the services, and that the City does not have the personnel or resources to perform the services required under the proposed contract. Background The City owns and operates complex computer controlled water system components that require maintenance from specially trained professionals. City staff do not have the knowledge or training to perform work on these computer controlled systems. It is the opinion of the Public Works Department that these services are best performed by specially trained professionals, as has been the case in the past. Pursuant to AMC 2.50.120(A), has a reasonable inquiry been conducted as to the availability of City personnel to perform the services, and that the City does not have the personnel and resources to perform the services required under the proposed contract? Yes, City staff do not have the specialized knowledge or training to perform this work. Requested by: '`�'_ ��Z� �1 leA Date: it 1$(21 IMERIWP Approved by: ` Date: Gary illiman,Interim City Manager Comments: Form#4-Department Head Determinations to Procure Personal Services, Page 1 of 1, 11/16/2021 t � . • • • Memo TO: Gary Milliman, Interim City Manager FROM: Scott Fleury, Public Works Director .40C 1`I1g1?-f DATE: November 9, 2021 RE: City Manager Signature Needed for Personnel Services contract. Background: Attached is a$30,000 personal services contract with Control Systems Northwest for on-call (as needed) SCADA integrator services to support the water treatment division. Your signature is requested on forms 3, 4 and the contract itself as this contract is greater than$25,000. SCADA integrator type work is very specialized and beyond the abilities of city staff. These services are critical to keeping our water system operational and having reliable contractor's such as CSNW available for on-call services is essential. Funds for this contract have been budgeted in this fiscal year. Council Action: None Other Relevant Information: None Insurance waived or reduced? No - Who to return to if different from sender? Tami Campos, PW Administrative Analyst Are all other signatures required collected? Yes - Are all attachments listed included? Yes Attachments: Personal Services Contract Requisition Form Determination to Procure Personal Services CITY OF ASHLAND 20 East Main Street Tel:541-488-6002 Ashland,Oregon 97520 Fax:541-488-5311 ,� www.ashland.or.us TTY: 800-735-2900 PERSONAL SERVICES AGREEMENT (GREATER THAN $25,000.00) CONSULTANT: CONTROL SYSTEMS NW,LLC ' CITY OF CONSULTANT'S CONTACT: ERIC SUMMERS ASHLAND 20 East Main Street ADDRESS: 3553 ARROWHEAD DRIVE, STE 200 Ashland, Oregon 97520 MEDFORD, OREGON 97504 Telephone: 541/488-5587 Fax: 541/488-6006 PHONE: 541-218-5287 This Personal Services Agreement(hereinafter"Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Control Systems NW, LLC, a foreign limited liability company ("hereinafter"Consultant"), On-call SCADA Integrator services to support the water treatment division. NOW THEREFORE, in consideration of the mutual covenants contained herein,the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on the date of execution on behalf of the City, as set forth below(the "Effective Date"), and unless sooner terminated as specifically provided herein, shall terminate upon the City's affirmative acceptance of Consultant's Work as complete and Consultant's acceptance of the City's final payment therefore, but not later than June 30, 2023. 2. Scope of Work: Consultant will provide on-call services for the City's wastewater treatment plant as more fully set forth in the Consultant's proposal entitled"on-call integrator services for water distribution and treatment divisions" which is attached hereto as "Exhibit A" and incorporated herein by this reference. Consultant's services are collectively referred to herein as the"Work." 3. Compensation: City shall pay Consultant for its Work at the hourly rates and for the charges as set forth on page 2 of"Exhibit A"which is attached hereto and incorporated herein by this reference, as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of$30,000 (thirty thousand dollars)without the express,written approval from the City official whose signature appears below, or such official's successor in office. Payments shall be made within thirty (30) days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work, Page 1 of 8: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CONTROL SYSTEMS NW,LLC payments will be made for any phase of the Work completed and accepted as of the date of termination. 4. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other supporting documents shall be construed to be mutually complementary 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 exhibits or supporting documents. 5. All Costs Borne by Consultant: Consultant shall, at its own risk,perform the Work described above and, unless otherwise specified in this Agreement, furnish all labor, equipment, and materials required for the proper performance of such Work. 6. Qualified Work: Consultant has represented, and by entering into this Agreement now represents,that all personnel assigned to the Work to be performed under this Agreement are fully qualified to perform the services to which they will be assigned in a skilled manner and, if required to be registered, licensed, or bonded by the State of Oregon, are so registered, licensed, or bonded. 7. Ownership of Work/Documents: All Work,work product, or other documents produced in furtherance of this Agreement belong to the City,and any copyright,patent,trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City. All reuse not occurring as part of this Work shall be without liability to the Consultant. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is $22,310.46 or more, Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter,to all employees performing Work under this Agreement and to any Subcontractor who performs 50%or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as"Exhibit B"predominantly in areas where it will be seen by all employees. 10. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its officers, employees, and agents harmless from any and all losses, claims, actions, costs, expenses,judgments, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction)to property, of whatsoever nature to the extent caused by, arising out of, or incident to the negligent performance of this Agreement by Consultant(including but not limited to, Consultant's employees, agents, and others Page 2 of 8: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CONTROL SYSTEMS NW,LLC designated by Consultant to perform Work or services attendant to this Agreement). However, Consultant shall not be held responsible for any losses, expenses, claims, costs,judgments, or other damages, caused solely by the gross negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. City's Convenience. This Agreement may be terminated by City at any time upon not less than thirty (30) days' prior written notice delivered by certified mail or in person. c. For Cause. City may terminate or modify this Agreement, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen (15) days of the date of the notice, or within such other period as the party giving the notice may authorize in writing,then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this Agreement. City,by written notice to Consultant of default or breach, may at any time terminate the whole or any part of this Agreement if Consultant fails to provide the Work within the time specified herein or within any extension thereof. iii. The rights and remedies of City provided in this subsection(d) are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. e. Obligation/Liability of Parties. Termination or modification of this Agreement pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination(regardless whether such notice is given pursuant to Page 3 of 8: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CONTROL SYSTEMS NW,LLC • Subsection a, b, c, or d of this section, Consultant shall immediately cease all activities under this Agreement,unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Consultant shall deliver to City all documents, information,works-in-progress and other property that are or would be deliverables had the Agreement been completed. City shall pay Consultant for Work performed prior to the termination date if such Work was performed in accordance with this Agreement. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers' compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Agreement. Consultant is a subject employer that will comply with ORS 656.017. 13. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant 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 City of any assignment or subcontract of the Work shall not create any contractual relation between the assignee or subcontractor and City. 14. Default. The Consultant shall be in default of this Agreement if Consultant: commits any material breach or default of any covenant,warranty, certification, or obligation under the Agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Agreement; or attempts to assign rights in, or delegate duties under,this Agreement. 15. Insurance. Consultant shall, at its own expense, maintain the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017,which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per claim. This is to cover any damages caused by error, omission or negligent acts related to the Work to be provided under this Agreement. "Tail" coverage will be required at the completion of the Work under this Agreement for the remaining Term, and for not less than twenty-four(24)months after completion of all Work. Consultant shall be responsible for furnishing certification of the "tail" coverage as described herein or continuous "claims made" liability coverage for not less than twenty-four(24) months following completion of all Work,provided that the continuous "claims made" coverage has a retroactive date on or before the Effective Date of this Agreement. Page 4 of 8: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CONTROL SYSTEMS NW,LLC c. 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,Death, and Property Damage. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than$1,000,000 (one million dollars) for each accident for Bodily Injury and Property Damage, including coverage for owned,hired, or non-owned vehicles, as applicable. e. Cyber Liability Coverage: Consultant shall obtain and maintain throughout the term of this Agreement, at Consultant's sole expense, Cyber Liability and Technology Errors & Omissions insurance coverage with limits of not less than $1,000,000 (one million United States dollars) covering all costs and expenses arising directly or indirectly out of Consultant's actions under this Agreement for any of the following: 1. Breach, access to,or disclosure of any confidential or personal information, including but not limited to, personal identifying information, financial account details, protected health information(PHI),passwords,or any other type of non-public information; and 2. The loss of, damage to, corruption of, inability to access, or manipulation of data; and 3. Any damages for notification costs,credit monitoring expenses,forensic expenses,public relations expenses, or any other loss; any damage to City's hardware or software; or related costs or expenses; and 4. Loss of use of Customer's data, hardware, or software. f. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s)without thirty (30)days' prior written notice from the Consultant or its insurer(s)to the City. g. Additional Insured/Certificates of Insurance. Consultant shall name the City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Professional Liability and Workers' Compensation, required herein, but only with respect to Consultant's services to be provided under this Agreement. The consultant's insurance is primary and non-contributory. As evidence of the insurance coverages required by this Agreement,the Consultant shall furnish acceptable insurance certificates prior to commencing the Work under this Agreement. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 16. Nondiscrimination: Consultant 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 any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Consultant agrees not to Page 5 of 8: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CONTROL SYSTEMS NW,LLC 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. 17. Consultant's Compliance With,Tax Laws: 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant 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 Consultant; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17.1.2 Consultant, for a period of no fewer than six(6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 18. Notice. Whenever notice is required or permitted to be giden 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, by mailing using registered or certified United States mail,return receipt requested,postage prepaid, or by electronically confirmed at the address or facsimile number set forth below: If to the City: City of Ashland -Public Works Department Attn: Kevin Caldwell 20 E. Main Street Ashland, Oregon 97520 With a copy to: City of Ashland—Legal Department 20 E. Main Street Ashland, Oregon 97520 Page 6 of 8: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CONTROL SYSTEMS NW,LLC If to Consultant: Control Systems NW,LLC 3553 Arrowhead Drive, STE 200 Medford,Oregon 97504 19. Governing Law. 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. 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. - 21. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement attributable to Work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion,to continue to make payments under this Agreement. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this Agreement without penalty or liability to City, effective upon the delivery of written notice to Consultant,with no further liability to Consultant. 22. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS,AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN,NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE,HEREBY ACKNOWLEDGES THAT CONSULTANT HAS READ THIS AGREEMENT, UNDERSTANDS IT,AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 23. Certification. Consultant agrees to and shall sign the certification attached hereto as "Exhibit C" and incorporated herein by this reference. Page 7 of 8: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CONTROL SYSTEMS NW,LLC t _ 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 0 ASHLAND: CONTROL SYSTEMS NW,LLC (CONSULTANT): By: Y`1\ItBy; Ga,y illiman, City Manager Pro Tem Signature 'zok2t Richard L. Ballard ate Printed Name 944t• Director ` Title November 16, 2021 Date Purchase Order No. (W-9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: top City Attorney 11/18/2021 Date Page 8 of 8: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CONTROL SYSTEMS NW,LLC L CITY OF ASHLAND, OREGON City of Ashland EXHIBIT S LIVING ALL employers described WAG E below must comply with City of Ashland laws regulating •a ment of a livin. wase. $15.96 per hour, effective June 30, 2021. Wei The Living Wage is adjusted annually every' June 30"by the Consumer Price Index. Employees must be paid a portion of business of their 401K and IRS eligible living wage• employer, if the employer has cafeteria plans(including • ten or more employees, and childcare) benefits to the has received financial amount of wages received by assistance for the project or the employee. D For all hours worked under a business from the City of service contract between their Ashland in excess of D Note: For temporary and employer and the City of $22,310.46. part-time employees,the Ashland if the contract Living Wage does not apply exceeds$22,310.46 or more. ➢, If their employer is the City of to the first 1040 hours worked Ashland, including the Parks in any calendar year. For D For all hours worked in a and Recreation Department. more details, please see month if the employee spends Ashland Municipal Code 50%or more of the D In calculating the living wage, Section 3.12.020. employee's time in that month employers may add the value working on a project or of health care, retirement, For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, Oregon 97520, or visit the City's website at www.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASH LAN D Page 1 of 1: EXHIBIT B EXHIBIT C CERTIFICATIONS/REPRESENTATIONS: Consultant,by and through its authorized representative, under penalty of perjury, certifies that(a)the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and(b) Consultant is not subject to backup withholding because: (i) it is exempt from backup withholding, or(ii) it has not been notified by the Internal Revenue Service (IRS)that it is subject to backup withholding as a result of a failure to report all interest or dividends, or(iii) the IRS has notified it that it is no longer subject to backup withholding. Consultant further represents and warrants to City that: (a) it has the power and authority to enter into this Agreement and perform the Work, (b)the Agreement,when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance with its terms, (c)the work under the Agreement shall be performed in accordance with the local professional standards, and (d) Consultant is qualified, professionally competent, and duly licensed (if applicable)to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent contractor as defined in the Agreement, it is authorized to do business in the State of Oregon, and Consultant has checked four or more of the following criteria that apply to its business. X (1) Consultant carries out the work or services at a location separate from a private residence or is in a specific portion of a private residence, set aside as the location of the business. X (2) Commercial advertising or business cards or a trade association membership are purchased for the business. X (3)Telephone listing is used for the business separate from the personal residence listing. X (4)Labor or services are performed only pursuant to written contracts. X (5)Labor or services are performed for two or more different persons within a period of one year. (6) Consultant assumes financial responsibility for defective workmanship,or for service not provided as evidenced by the ownership of performance bonds, warranties; errors and omission (professional liability) insurance or liability insurance relating to the Work or services to be provided. Consultant's signature November 16, 2021 _ Date Page 1 of 1: EXHIBIT C CSNW Control Systems Northwest Subsidiary of RH2 Engineering FWil .- -,-...,, •---.... ..,. , all . ' CITY OF ASHLAND :'`f' Statement of Qualifications ='r f,' • T for the City of Ashland f;;.%j; On-Call Integrator Services for Water . . '��` Distribution and Treatment Divisions f` September 24, 2021 .•J- J • i ' ADDRESS . 3553 Arrowhead Drive Suite 200 i Medford,0R 97504 e` f PRIMARY CONTACT j,', - - Eric Summers, Project Manager _ - P:541.218.5287 E:esummers@controlsystemsnw.com • I AUTHORIZED - - -,` 10� ( rat $ Endress+Hauser EU �', --- rt THINMANAGER PARTNER People for Process Automation 1f i ,. a ='o 4jv ,.4 ' CONTROL SYSTEMS 3553 Arrowhead Drive,Suite 200 C Control Systems Northwest Medford,OR 97504 Subsidiary of RH2 Engineering Federal Tax ID:84-1772095 State Tax ID:604 444 372 www.controlsystemsnw.com CONTACT PERSON Eric Summers,Project Manager,541.218.5287 esummers@controlsystemsnw.com September 24,2021 Kevin Caldwell,PE , ' Senior Project Manager City of Ashland Public Works 20 East Main Street } Ashland,OR 97520 -Subject:On-Call Integrator Services for Water Distribution and Treatment Divisions R Dear Mr.Caldwell, // Thank you for the opportunity to submit our statement of qualifications to be considered to provide!On-Call Integrator Services for the City's Water Distribution and Treatment Divisions.With f 1r% f /;;projects completed over the last two years,such as variable frequency drive(VFD) programming, t' ;' treatment plant server and software improvements,Wonderware scripting relocation,Terrace f} Street filter modifications,point to point I/O radio programming,chlorine analyzer programming, //and multiple on-call support calls,Control Systems Northwest(CSNW) hopes that we have proven .,;= ourselves a local asset to the City of Ashland's Wastewater team. From our office in Medford,we hope to be able to continue to serve with our team members that are only 30 minutes from the facility who are available and can be highly responsive to the City's needs as they arise. / �r Founded in.1978,CSNWs parent company RH2 is an innovative,full-service engineering firm specializing in public infrastructure related projects. RH2 is unique in that we offer an extremely diverse and expansive team of engineering and science professionals who can provide the full range of services required for a typical municipal project or client. RH2 has been designing and .. implementing wastewater and water SCADA systems for municipalities in the Pacific Northwest ▪ for more than 30 years and has been a Wonderware System Integrator Partner since the early >▪ .1990s. RH2 implemented one of the first windows based Wonderware SCADA computer systems forthe'--City of Renton in 1994. Our CSNW professionals will be able to seamlessly coordinate with 'RH2's professional staff to provide exceptional support to the City, as needed. cur core CSNW team has more than 100 years of combined experience and has worked with all the prominent SCADA hardware/software component vendors in the Pacific Northwest. We are constantly reviewing current technological and best practice trends in the industry to remain at the forefront of design in SCADA instrumentation,communications,controls,and SCADA computer systems.We are capable of handling projects of any size or complexity in the following areas: On-Call Services,SCADA System Analysis,Strategic Planning and SCADA System Design, SCADA Computer and PLC Software Development,Communications and Cybersecurity Development,Civil, Mechanical, Process, Electrical Engineering,Services During Construction, Training,and Project Management. CSNW is planning for company growth to continue to provide the rapid response and quality services our clients have come to expect from our team. Cover Letter CSNW ? CSNW Control Systems Northwest Subsidiary of RH2 Engineering Through our extensive experience designing and implementing SCADA and control systems,we have a deep understanding of the importance of security. Our team includes staff who are highly knowledgably in this area and with our private VPN servers have the ability to very securely remote into our client's systems to achieve quicker response time and minimize costs to clients. We appreciate the opportunity to present our qualifications for this project. If you have any questions or would like additional information, please contact me at 541.218.5287 or esummers@controlsystemsnw.com,or our co-project manager,James Swanson, at 425.951.5386 or jswanson@controlsystemsnw.com. Sincerely and on behalf of our entire team, Eric Summers James Swanson Senior Control Systems Project Manager Senior Control Systems Engineer and Primary Contact and Co-Project Manager esummers@controlsystemsnw.com I 541.218.5287 jswanson@controlsystemsnw.com I 425.951.5386 Enclosures:Statement of Qualifications for the City of Ashland On-Call Integrator Services for Water Distribution and Treatment Divisions Cover Letter '' "' �� I CSNW 1 x_ 1 ,,,„ ..�� csNw Control Systems Northwest Subsidiary of RH2 F.nginecring Statement of Qualifications for the City of Ashland On-Call Integrator Services for Water Distribution and Treatment Divisions Firm Information Company Name:Control Systems NW LLC(Subsidiary of RH2 Engineering) Company Location:3553 Arrowhead Drive,Ste 200,Medford,OR 97504 Contact Information: Eric Summers,541.218.5287,esummers@controlsystemsnw.com Description On-call or specific individual projects will be scheduled with authorized personnel and conducted on a time and expense basis.Time is billed at quarter-hour increments and rates are based on the experience level of the staff member performing the work(refer to page 2 for CSNW's rate sheet). Costs Not to Exceed:Time is billed at quarter-hour increments and rates are based on the experience level of the staff member performing the work. Team CSNW proposes the following professionals as the core team to support the City. Eric Summers and Casey Stribling are located in our Medford office,30 minutes from the City of Ashland.They will provide the majority of in-person support needed throughout this project.With recent projects completed for the City,our staff is very familiar with the equipment and SCADA topology of the facility. 414, • f. 41 9/ �f_ ,if`�� 'moi Eric Summers Lee Tumbleson,PE James Swanson Jonathan Arteaga,PE* Casey Stribling,EIT Senior Control Systems Senior Control Senior Control Control Systems Engineer-in-Training Project Manager Systems Engineer Systems Engineer Specialist Control Specialist III Control Specialist V Professional VII Professional VII Professional IV 3 years of experience 22 years of experience 31 years of experience 30 years of experience 10 years of experience *Licensed outside of the State of Oregon Additional Resources As described within this submittal,RH2 Engineering staff may be utilized if the need for additional expertise arises.While we do not anticipate these professionals will play a significant role,we have found that this ability to collaborate with related disciplines can efficiently bring significant added value to our clients.This may include treatment/process,electrical,mechanical,and chemical engineers,as well as a variety of other licensed professionals. Page 1 I CSNW „s‘s CSNIAI Control S stems Northwest Y Subsidiaryof RH2 Engineering Statement of Qualifications for the City of Ashland On-Call Integrator Services for Water Distribution and Treatment Divisions Control Systems NW LLC 2021 Schedule of Rates and Charges Rates listed are adjusted annually RATE LIST RATE UNIT Professional I $146 $/hr Professional II $159 $/hr Professional III $174 $/hr Professional IV $189 $/hr Professional V $201 $/hr Professional VI $217 $/hr Professional VII $231 $/hr Professional VIII $241 $/hr Professional IX $241 $/hr Control Specialist I $132 ' $/hr Control Specialist II $143 $/hr Control Specialist III $157 $/hr Control Specialist IV $172 $/hr Control Specialist V $182 $/hr Control Specialist VI $196 $/hr Control Specialist VII $209 $/hr Control Specialist VIII $219 $/hr Technician I $109 $/hr • Technician II $121 $/hr • Technician III $138 $/hr Technician IV $148 $/hr Technician V $161 $/hr Technician VI $176 $/hr Technician VII $191 $/hr Technician VIII $200 $/hr Administrative I $73 • $/hr Administrative II _ $85 $/hr Administrative III $100 $/hr Administrative IV $121 $/hr Administrative V $141 $/hr _ CAD/GIS System $27.50 $/hr CAD Plots-Half Size $2.50 price per plot CAD Plots-Full Size _ $10.00 price per plot CAD Plots-Large _ $25.00 price per plot Copies(bw)8.5”X 11" $0.09 price per copy Copies(bw)8.5"X 14" $0.14 price per copy Copies(bw) 11"X 17" $0.20 , price per copy Copies(color)8.5"X 11" $0.90 price per copy Copies(color)8.5"X 14" $1.20 , price per copy Copies(color) 11"X 17" $2.00 price per copy Technology Charge 2.50% %of Direct Labor price per mile Mileage $0.560 (or Current IRS Rate) Subconsultants/Subcontractors 15% Cost+ Material 15% Cost+ Paget I CSNW ` C . Control Systems Northwest /. Subsidiary of RH2 E.ogineenng Statement of Qualifications for the City of Ashland On-Call Integrator Services for Water Distribution and Treatment Divisions CSNW Firm Introduction Control Systems NW is a subsidiary of RH2 Engineering,a civil engineering consulting firm with more than 43 years of experience. With focused attention on configuration and development of control system software,CSNW services the Pacific Northwest area by providing SCADA computer system software development and virtualization, operator interface configuration, programmable logic controller software development,alarm monitoring system configuration,remote,viewing software configuration,remote desktop services management,and analytical device configuration to municipal,public utilities,and industrial manufacturing clients.With our Medford office only a 30 minute drive from the City of Ashland,we will be able to provide highly efficient,cost-effective support. Team Experience with the City of Ashland Our proposed team members have many years of experience providing similar services for several municipalities in the Pacific Northwest,as shown in the experience timeline below. In addition,we have specific experience providing services to the City of Ashland,giving us insight and understanding to your system and facility,standards,and preferences. Wonderware Experience CSNW's key lead personnel have assisted with Wonderware projects for the last 26 years.As a Wonderware System Integrator Partner since 1994,we will bring efficiency,expertise,and invaluable knowledge to your project.The graphic below shows clients that we have assisted with SCADA system upgrades,and the original Wonderware installation date for their facilities. REGISTERED Clients and Original Wonderware Install Date System Integrator Partner •Mid-1990sofRen • Early 2000s ... 2011-2015 Litt' ChelanRenton • Union Hill Water Association Cit Lake Reclamation District Y of Cashmere Cascade Water Alliance • City of Stanwood . City of Lynnwood Shoreline Water District City of Chelan • Grant County PUD No.2 • Manchester Water District Kennewick Irrigation District Agar ; N Late 1990s City of Bonney Lake Mid-2000s••• 2016-2017••• Greater Wenatchee Irrigation District City of Seattle Drainage/WW Dept. City of Moses Lake NE Sammamish S&W District Covington Water District Port of Vancouver West Sound Utility District Skagit County PUD City of Ashland City of Cave Junction City of Medford Page3 '' ICSNW . ARD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/09/2021 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 Jona Bolin NAME: Sammamish Insurance,Inc. IAHCNlJ,EM): (425)898-8780 A/c,No): (425)836-2865 704 228th Ave NE,PMB 373 E-MAIL JonaBolin@msn.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Sammamish WA 98074INSURERA: Ohio Security Insurance Company 24082 INSURED INSURER B: The Ohio Casualty Insurance Company 24074 Control Systems NW,LLCINSURER C: Continental Casualty Company 20443 dba RH2 Control Systems NW INSURER D: 22722 29th Dr.SE,Ste 210 INSURER E: Bothell WA 98021 INSURER F: COVERAGES CERTIFICATE NUMBER: CL217703789 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 LW TYPE OF INSURANCE INSD MD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITYEACHOCCURRENCE $ 1,000,DAMAGE TO RENTE 000 CLAIMS-MADE X OCCUR PREMISES(Ea occcur ence) $ 1,000,000 MED EXP(Any one person) $ 15,000 A Y BLS59861156 07/10/2021 07/10/2022PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 POLICY X PROT LOC 0000PRODUCTS-COMP/OPAGG $ 200 OTHER: Stop Gap-WA $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILYINJURY(Perperson) $ A OWNED SCHEDULED Y BAS59861156 07/10/2021 07/10/2022 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS _ XHIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) $ X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 2,000,000 B EXCESS LIAB CLAIMS-MADE US059861156 07/10/2021 07/10/2022 AGGREGATE $ 2,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y1 N 500,000 A ANY PROPRIETOR/PARTNER/EXECUTIVE N/A XWS59861156 07/10/2021 07/10/2022 E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) EL DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Per Claim $2,000,000 C Professional Liability MCH591931734 07/12/2021 07/12/2022 Aggregate $2,000,000 Deductible $ 5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Ashland,Oregon and its officials officers and employees are named as additional insured automatically where required by contract and coverage is Primary and Non-Contributory as respects General Liability and Automobile Liability. Re:RH2 Contract M211007,Ashland Water Division On-Call SCADA CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Ashland ACCORDANCE WITH THE POLICY PROVISIONS. 20 East Main Street AUTHORIZED REPRESENTATIVE Public Works Department Ashland OR 97520 w- I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD AcaRE, CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 11/10/2021 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 Jona Bolin - NAME: Sammamish Insurance,Inc. PHCNN Ext): (425)898-8780 FAX No): (425)836-2865 704 228th Ave NE,PMB 373 E-MAIL JonaBolin@msn.com ADDRESS: _ INSURER(S)AFFORDING COVERAGE NAIC# Sammamish WA 98074 INSURER A: Beazley Insurance Co. INSURED INSURER B: Control Systems NW,LLC,DBA:RH2 Control Systems NW INSURER C: 3553 Arrowhead_Dr. INSURER D INSURERS: Medford OR 97504-7276 INSURER F: COVERAGES CERTIFICATE NUMBER: CL2111903841 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) (MM/DDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED -- - CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY n PRO- POLICY LOC PRODUCTS-COMP/OPAGE $ OTHER: _ $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ _ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS ONLY (Per accident) $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER _ _ _ _ ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Cyber Extortion $2,000,000 Cyber Liability A Retention$1,000 V30AAD210101 10/27/2021 10/27/2022 Regulatory Defense $2,000,000 Media Liability $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) • • CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Ashland ACCORDANCE WITH THE POLICY PROVISIONS. 20 East Main Street Public Works Department AUTHORIZED REPRESENTATIVE Ashland OR 97520 , ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO AC 85 01 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified - by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. - COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 13 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 - AMENDED FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE- BROADENED COVERAGE 11 GLASS REPAIR-WAIVER OF DEDUCTIBLE` 17 HIRED AUTO COVERAGE TERRITORY 23 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 7 LOAN /LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 18 PERSONAL EFFECTS COVERAGE 12 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 9 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 14 PRIMARY AND NON-CONTRIBUTORY -WRITTEN CONTRACT OR WRITTEN AGREEMENT 24 RENTAL REIMBURSEMENT 10 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 8 TRAILERS - INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 20 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 22 SECTION I -COVERED AUTOS is amended as follows: 1. TRAILERS-INCREASED LOAD CAPACITY The following replaces Paragraph C.1. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I-COVERED AUTOS: "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. @ 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 1 of 7 t SECTION ll -LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.1. - Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not'own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an"auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense 'and indemnity. Unless the "insured" has agreed in writing to primary noncontributory • wording per enhancement number 24, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 2 of 7 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own, or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 7. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: - (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. 72, Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 8. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" ,or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 3 of 7 9. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of$50 per day and a maximum limit of$1,500. 10. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE,A. Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lessor vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses'incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 12.B. 11. EXTRA EXPENSE-BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 12. PERSONAL EFFECTS COVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE,A.Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 13. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 4 of 7 14. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM • SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 15. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and 11 (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 16. LOAN /LEASE GAP COVERAGE(Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or-leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a"Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 5 of 7 C. SECTION V-DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 17. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 18. PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 19. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. @ 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 6 of 7 • " 21. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; - (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insureds" name and address; and psi (c) The names and addresses of any injured persons and witnesses. 22. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 23. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For"autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a"suit", on the merits, in the United States, the territories and possessions, of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 24. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV -BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V -DEFINITIONS is amended as follows: 25. BODILY INJURY REDEFINED Under SECTION V-DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. @ 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 7 of 7 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL-LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY -ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU ' © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 8 2 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I-Coverage A-Bodily Injury And-Property Damage Liability, PJ Subparagraph (2) of exclusion g.Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A- Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2.Exclusions of Section I -Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- [7:3 ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. 0 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of.8 4 ' b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits Of Insurance. 2. Paragraph 6. under Section III -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement: 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) -Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C-Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: ° d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. ° G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an,additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written, contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or ` organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional' insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. z With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 8 S 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: Immommomomo An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until ,we receive written notice of a"suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- z ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT • Under Section IV -Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim 'or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II -Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". z N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V-Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. @ 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 8 • P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury - "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. o - © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 8 of 8