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2023-082 PO 20240035- TR International Trading Co.
[ 1 Purchase Order ,MI CITY RECORDER Fiscal Year 2024 Page: 1 of: 1 } Agip jis i!.11i, -i-i lsfiir-4714:- j u- . jg__,__ B City of Ashland =aftiqu 1:- ATTN: Accounts Payable I 20 E. Main Purchase L �` ' Ashland, OR 97520 y Order# 20.240035 T Phone: 541/552-2010 O Email: payable@ashland.or.us I V H C/O Water Treatment Plant I E TR INTERNATIONAL TRADING COMPANY 1 90 North Mountain Ave N 22817 102ND PLACE WEST p Ashland, OR 97520 D EDMONDS, WA 98020 Phone: 541/488-5345 R T Fax: 541/552-2329 i `-- -- - -- ---- ` 9 _ -_i ---2------If.. ea- s-. _'a=13.firS-] I- _ .--ill.: Ft t � AL1`Iz0 E=]s _ j 10.P,ii eS .. - i i r__ _ — _---- i ` Alistair Andre - 7i9_.a b a .3 i� a -P --i- iMMt- :9.1.,r LL :.. u. =-I_I - ilei 7�- �ac_I=i=i.->r��3= �e .€i i�d� I; e � fey -m — �� F I ze=l=lz�=_==3��[_1_-7....- ..:-.----------- 07/24/2023 07/24/2023 7946 FOB_ASHLAND OR/NET30 Ci Accounts Payable � � --'-= --- •-- - rel- � _:_-`e[� ,_ _.. �=...-._.�- . _ • • _ rag-._- - -- WTPChemical 1 Soda Ash Dense Free Flowing, Genesis Alkali 13.0 LOAD $4,657.50 $60,547.50 Load: (5) Pallets, 50 LB/Bag,54 Bags/Pallet - _ • Cost per load/order: 4,657.50 . Delivery included in price, , Project Account: II , • ***************GL SUMMARY*************** 08i900-60150 / S $60,547.50 0 � 4 I j o r ���q���r((��kk Date:1 =C, ---...-=-,-..--N-4----.-ByAuthOri 1 . _ =` ed Sign re. � _4- f_, _ .- _ rz. = • 60 547.50 • • FO ° #3 CITY OF •A requestfor a.Purchase Or li e 7_e ASHLAND REQUISITION 7 ,Dateofrequest: 7/7)03 ,Required date for delivery: • • Vendor Name TR INTERNATIONAL TRADING COMPANY • • Address,City,State,Zip . Contact Name&Telephone Number Email address SOURCING METHOD 1 ❑ Exempt from Competitive Bidding 0 Invitation to Bid ❑ Emergency • ❑ Reason for exemption: Date approved by Council:6/20/2023 ❑ Form#13,Written findings and Authorization ❑ AMC 2.50 _(Attach copy of council communication) ' ❑ Written quote or proposal attached ❑ Written quote or proposal attached _(If council approval required,attach copy of CC) ❑ Small Procurement ❑ Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by.Council'. ❑ State of Oregon .0 Direct Award _(Attach copy of council communication) Contract# ❑ Verbal/Written bid(s)or proposal(s) ❑ Request for Qualifications(Public Works) ❑ State of Washington Date approved by Council: Contract#_ _(Attach copy of council communication) !• ❑ Other government agency contract Intermediate Procurement ❑ Sole Source• Agency •• GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) Contract# , Greater than$5,000 and less than$100,000 0 Written quote or proposal attached Intergovernmental Agreement • ❑ (3)Written bids&solicitation attached 0 Form#4,Personal Services$5K to$75K; Agency PERSONAL SERVICES Date approved by Council: ❑ Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 Valid until: _ (Date) Agreement approved by Legal and approved/signed by ❑ Less than$35,000,by direct appointment ❑ Special Procurement City Administrator.AMC 2.50.070(4) ❑ (3)Written proposals&solicitation attached ❑ Form#9,Request for Approval • ❑ Annual cost to City exceeds$25,000,Council ❑ Form#4,Personal Services$5K to$75K ❑ Written quote or proposal attached approval required.(Attach copy of council communication) . ' Date approved by Council: Valid until: _ (Date) Description of SERVICES TOTAL COST Item# Quantity Unit Description of MATERIALS Unit Price Total Cost 1 13 LBS DENCE FREE FLOWING NSF SODA ASH • 5 PALLETS @2700 LBS PER PALLET.13,5001 LB PER ORDER $4,657.50 $60,547.50 • ❑ Per attached quote/proposal TOTAL COST Project Number __ _ Account Numbe• r- WO I 0.0(c. ) $60,547.50 Account Number _ Account Number' - *Expenditure must be ch. ged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. • • IT Director in collaoration with department to approve all hardware and software purchases: ' /T Director Date Support-Yes/No By signing this req ii•. on for',,I certify that the City's public contracting requirements have been satisfied. Employee:Ni Department Head: . d �� .7'17- Z3 • � M7 j�3r`al to o ,, han$5,000) Departmen.M••ager/Supervisor: City Manager. /.g;;'ilwAjty_____ • (Greater than$35 00) Funds appropriated for current fiscal year: . , NO ' ,r Finance Director-(Eq ,greater than$5,000) D t - • Comments: - i Form#3-Requisition • p I HQ:+1.206.505.3500 • TF: 1.800.761.7717 SUPPLYING INDUSTRY WORLDWIDE TRICHEMICALS.COM { New Vendor Set-Up Information Dear Valued Customer, " Please note the'following information for purposes of entering TR International Trading Company d/b/a TRinternational, Inc. in your vendor ledger. . Best Regards, TRInternational,.Inc. Company Information TRinternational, Inc. State of Incorporation: Washington- 18 August 1994 22817 102nd PI W Federal Tax ID#: 91-1644239 ,Edmonds, WA 98020 USA State ID("UBI")#: 601!566-668 Phone: +1(206) 505-3500 Canadian GST(BN#): :80588 6272RT0001 Fax: +1(206)505-3501 Web:www.trichemicals.com • - I . Wire Transfer(USD)I ACH Instructions • Beneficiary Bank: KeyBank NA,Albany, NY,,USA ACH/Wire Routing Number: 041001039(domestic only) SWIFT Code: KEYBUS33(international wires only) Credit Account No.: 359681632626 Account Name:, TRinternational, Inc. . Remittance Advice: AccountsReceivabie aetrichemicals.com • •Remittance Address(Regular Mail) Remittance Address(Overnight Mail) TRinternational, Inc. TRinternational, Inc. P.O. Box 74787 22817 102nd PI W Cleveland, OH 44194-0870 Edmonds, WA 98020 USA USA • Effective: October 1, 2021 - aproud m minter of oNg�p TM IRINT Y`�ry A /y� ION L certified SBA WOSB �� g0" V WBENG Ce rifled VEFIPIED ' 22817 102nd Place West woman owned Small Busines.s National Association of Chemical Distributors ' roraut_. Edmonds,WA 98020, USA t ,• A.� r • I, Kariann Olson ' ,,- . . , ' . From: Karen Wheaton <Karen.Wheaton@trichemicals.com> ••- • Sent: Wednesday,July 19,2023 8:42 AM To: Kariann Olson;Alistair Andre;Michelle Connor;Glenn Susi Cc: Amanda Brumley;Mike Sorce . ` - . . , Subject: Chemicals for Water and Wastewater Treatment Plant=Soda Ash . . Attachments: Vendor Set-up Information(10-01-2021).pdf;TRI Customer Approval and Credit Application(2021)-Fillable(1):pdf _ . J TRlnternational Trading Company Form W-9(Rev Oct.2018).pdf .. [EXTERNAL SENDER] Good morning, I, I would like to introduce you to my colleagues who will be handling this contract going forward. I have also cc'd them on this email for your reference. Going forward your contacts will be as follows: Order Placement Contact&Purchasing Contact:' `-, ' Michelle Connor,our Operations Manager,will be taking care of your account. Her contact information is listed below including her email address,where orders should be'sent. I Ms. Michelle Connor Operations(Manager Ph: (206)838-7838 or(206)505-3500 I , Fax: (206)505-3501 t , , , Cell: (206)898-7865 ' Michelle.Connor@trichemicals.com She will let you know if you are missing any information. ., ' ' Sales: : Glenn Susi will be your sales contact. Glenn Susi 'West Coast Regional Sales Representative I Cell: (206)536-0390 . , Glenri:Susi@trichemicals.com ` Finance: . Amanda Brumley can answer any invoicing/finance questions. )` Amanda Brumley . ' Finance Manager . Ph:(206) 505-3500 Amanda.Brurimlev@trichemicals.corn i I have included our Vendor Set-Up Information, Customer Approval/Credit Application, and our W-9 for your review. • Let me,know if there is something you require us to fill out as well. I am working on the business registration with the ' Secretary of State. 1 Thank you. .. I, Karen Ms. Karen WheatonI1 r weENc Contracts Specialist TRINTERN4TICJN4L, INC. `` #orae rat i °v',rm' , O NACD Distributor of the Year 2022 a Karen.Wheaton@trichemicals.com , O +1 612 845 4107 mobile . • +1 206 357 5811 direct < ' . ' trichemicals.com N 4.1 -II: , ' 0 TR! Featured Products , O TR! Capabilities Statement 1 !' 00 TRI Events r Lam! - O 22817 102nd Place West work. Edmonds,WA 98020 , • +1 206 505 3500 main Nrte i nti'" y O � s�� Disclaimer - The information contained in this communication from the sender is confidential. It is intended solely for use by the recipient and others authorized to receive it. If you are not the recipient, you are hereby notified that any disclosure, copying, distribution or taking action in relation of the contents of this information is strictly prohibited and may be unlawful. • • r 7 ` • ., I •- , 2 • • W® Council Business Meeting • June 20,2023 Agenda item'' ITB - Chemicals for Water and Wastewater Treatment.Plants Frary ,+ '`, Michael Morrison Operations Deputy Director • Contact Michael.morrison(ahashland.or.us 541-552-2325 • Item Type Requested by Council I] Update ❑ Request for Approval ❑x Presentation ❑ SUMMARY The Water and Wastewater Treatment Plarits procure chemicals that are required to maintain consistent treatment plant operations and meet water quality standards as required by the Oregon Health Authority (water) and the Department of Environmental Quality (wastewater).Approval is being requested to award public contracts to the lowest bidders that meet the individual chemical specifications resulting from a formal competitive sealed bid (Invitation to Bid) • POLICIES,PLANS&GOALS SUPPORTED City Council Goals: , • Essential Service o Water o Wastewater • Continue to leverage resources to develop and/or enhance Value Services Department Goals: • Maintain existing infrastructure to meet regulatory requirements and minimize life-cycle costs. • Deliver timely life cycle capital improvement projects. • Maintain and improve infrastructure that enhances the economic vitality of the community. • Evaluate all city infrastructure regarding planning management and financial resources. BACKGROUND AND ADDITIONAL INFORMATION The previouspublic contracts awarded for'these chemicals were approved by the City Council on June 15, 2021,for a term that began July 1,2021,and will end on June 30,2023. • The contracts in need of approval now resulted from a formal com etitive sealed bid (Invitation to Bid) PP , p and eight (8) bids were received in response to this ITB. This ITB allows for multiple contract awards and individual contracts will be awarded to the lowest responsible and responsive bidders for each of the chemicals.The term for these public contracts will begin on July 1j 2023,and end on June 30,2024. . In accordance with AMC 2.50.080(C),the City Council acting as the Local Contract Review Board is required to approve the award of public contract(s) resulting from a formal competitive sealed bid. In accordance with AMC 2.50.070(1),the multiple contracts resulting from a single ITB exceeds the delegated authority of$100,000.00 for Goods and Services (type of procurement) and thus requires Council approval. • i Page 1 of 2 !! %g tht% • • .A Council Business Meeting The City's intent is to award the public contracts for chemicals as follows: n r �,+ " t y '�,"� 1 .� 4} :-i:;, F slmate �nllm;)erm s v ` s s ' a n ': •4 1 • CostlOrder r Cost Estimate $ Water TreatmentPlant Y r � Biil'der of orders for FX 4~ rr a av r { n v FY 202"4^ e r...•"s it '. '. - .. '".,. .r 2024.'. ��FiY 2024 Cascade Columbia Chemical#1 ALUMINUM SULFATE Distribution 13 $7,034.40 $91.447.20 Company • Cascade Columbia Chemical#2 SODIUM HYPOCHLORITE Distribution 13 $5,032.50 65,422.50 Company • Chemical#3 CYTEC SUPERFLOC C-573 NorthStar Chemical 9 $3,400.00 30,600.00 • FLOCCULANT Inc. CYTEC SUPERFLOC N-300 LMW Cascade Columbia Chemical#4 FLOCCULANT Distribution 6` $1,649.20 9,895.20 Company Chemical#5 SODA ASH,DENSE,FREE FLOWING TR International 13 $4,657.50 60,547.50 Trading Company SODIUM CARBONATE Chemical#6 PEROXYHYDRATE,FREE FLOWING— No bids received "GREENCLEAN" ; : Total'Estimated Amount FY 2024 $257,912.40 ' i F ' Estimated number Wastewater Treatment Plant Bidder of orders for FY Cost/Order Cost Estimate 2024'; 'FY 2024 ,FX 2024, Cascade Columbia Chemical#7 SODIUM HYPOCHLORITE Distribution 6 • . $2,013.00 $12,078.00 • . Company . Cascade Columbia Chemical#8 CITRIC ACID Distribution 2 $7,205.00 14,410.00 Company • Cascade Columbia Chemical#9 ALUMINUM SULFATE Distribution 18 $5,899.50 106,191.00 Company r Total Estimated Amounts—FY 2024 $132,679.00 FISCAL IMPACTS • Funds are budgeted each fiscal year for all of the chemicals required for use at each of the plants. DISCUSSION QUESTIONS ' SUGGESTED NEXT STEPS • Staff recommends the public contracts be awarded per the table above and attached bid tab. REFERENCES&ATTACHMENTS ITB - Bid Tab for Chemicals • • '. • • • Page2of2 ad.51,,d,„ Kariann Olson NFrom: Kariann Olson Sent: Wednesday,July 19,2023 5:01 PM . \, To: Karen Wheaton Cc: Kariann Olson • Subject: Agreement for WTP Chemical Attachments: WTP Agreement-TR International Trading Company.pdf Hello Karen, I have attached the Agreement for Water Treatment.Plant Chemicals for your review and signature. The City's agreement requires proof of insurance as follows: ✓ Additional insured named as: City of Ashland, 20 E. Main St,Ashland OR 97520 ✓ General Liability-$2Mil per occurrence,additional insured box checked on certificate, and a copy of the actual additional insured endorsement for general liability ✓ Automobile-additional insured box checked on certificate, and a copy of the actual additional insured endorsement for automobile ✓ Workers'Compensation • , You are welcome to email the signed agreement and insurance certificates to me at kari.olsonPashland.or.us If I can be of assistance, please contact me. Hope you are enjoying your day. ti Thank you. Kariann Kariann (Kari)Olson,Purchasing Specialist or.4,„ 4 tv,,,,,. -,,, ( „,) , „,,,,,, City of Ashland Purchasing Office _ 90 North Mountain Avenue,Ashland, Oregon 97520 541.488.5354 I TTY 800.735.2900 Kari.olson@ashland.or.us This email transmission is official business of the City of Ashland,and it is subject to Oregon Public Records Law for disclosure and retention.If you have received this message in error,please contact me at 541.488.5354.. 1 . J _ 2023 BID TAB-Invitation to Bid Chemicals for Water&Wastewater Treatment Plants - - Bids due by 2:00:00 PM(PST)May 23,2023 • • Firm pricing July 1,2023 to June 30,2024 )CHFMTCAL t3 o V\ , (3ytec Sufic tlo -573 Cascade Chemtrade P 9` i'locculane • Columbia JCI-Sones - - TR " - , Chemicals US Eco.Services LLC .Nocthst___,Chewier-4., 'Shnonon,Chemica[ Thatcher Com an of Thornton Mosso,and InternationalUnivnr USA,Inc.;, Distribution — Chemicals,inc. Inc. _ Corporation California,Inc - Bellemia,:Inc. Trading Company, 0.PWG' to culant '(i LLC " Company hSubstiti don) • .. _ .. .. _ Manufacturer. Cytec NO BID NO BID NO BID Polydyne,I OBI.:" Late-Received bid 9 _:'•106PWG'' ;: NO BID NO BID NO BID NO BID 05/24/2023 Price per pound(Lb) $2,31/lbs. --,7-----:$1`.70/1b.,.",T Cost per 500 Lb drum $1,155.00 : -'$850:00•''-., ":7- ` Cost per order-4 each 500 lb drums drums $4,620"00 _ $3,40000 - Delivery charge per order Delivery is ,-.$0;00 included in price - • Comment _ . Cascade o , C-HFMIGAL ii4- 1l L^ Chemtrade Cy ec i a t�1 lt'i'1 - Ch_+.mrcais.US Eco:Services LLC sir Chemical Shannon Chemical -Thatcher Company of Thornton Mason and .TR International ` ` - . • Columbia JCI Jones Northst Distribution 1 ,4 Chemicals,Inc' Inc. Cor oration ', California,: nc. Bellemin,Inc. Tradin Company,'- ` Univar---- ins_ Flom ant Substitution) LLC' p •g Company. • , ' b „ Manufacturer y Cytec. NO BID NO BID . NO BID NO BID NO BID NO BID Late-Received bid NO BID NO BID 05/24/2023 Price per pound(Lb) --'-$3.74/Ilii: " Cost per 25kg or 55.12 Lb bag - - $206iI5 '" - 55.12 Lb bag - _ • Cost per order-(8)bags -$1,649.20...' Delivery'charge per order Delivery is;; - - included in price __-__ _____— _—_ _— _—___ Comment - - CITE 4GAL#5e Cascade CI' • s _ - _` - - emtradeP. • Sod,(, 1,�',t3a Columbia Chemicals US, Eco Services LLC,: JCI Jones Northstar Chemical c Shan •non Chemical, Thatcher Company of Thornton,-Mpsso,and_ ' .TR Inter•national - ' - Distribution - . - - Chemicals,,Inc "Inc. `,'.Corporation. ,California;:Inc."s. *Dennis,Inc. -Trading Company'. Univar`USA,;Inc,i Or Egaivalent) LLC . _ - _ Company - ,- f Late-Received bid Manufacturer Tata NO BID NO BID NO BID NO BID NO BID NO BID Getlesi5•Alkali c NO BID 05/24/2023 Number of pounds(Lbs.)per bag 50 lbs. 50 Number of bags per pallet - 55 bags - 1.54' - Price per pound(Lb) $03697/lbs. 7----'--$0A-5, -` Cost per order 270 bags(5) $5,083.375 pallets (our pallets are 275 $4,657:50 bags/5 pallets) 'r,' Delivery charge per order - - ,Included Delivery is " Comment included in price - r c ' "9' Bid Tab-Page2of4 • • • • • • 2023 BID TAB-Invitation to Bid Chemicals for Water&Wastewater Treatment Plants Bids due by 2:00:00 PM(PST)May 23,2023 Firm pricing July 1,2023 to June 30,2024 . CHCM1CAL#S= Cascade - a n'41 - - ye - F: Al uminom .. , : Chemtrader._ - °' - �� , - ' Columbia. . .h ,. -.:s JCI Sones, Northsta rtClumecal Shannon Chemical' Thatcher Company of Thornton,.Mime and' 1124nterdutuonal • •- Services. o C_Iremueals,USr Eco Servues LLC - s ,, t� _IinivahlfSA,Inc. (p( Distribution LLC 'c Chemicals,Ind Inc.' ,,,Corporation �Calfornut,Inc. Schlemm,Ince ,=Tradmg Company (No,Sttbstiututio�tl. _ ; CompanY _ - Thatcher Company of Late-Received bid Manufacturer Chemtrade_ NO BID NO BID NO BID NO BID NO BIDNO BID NO BID California,Inc, 05/24/2023 Number of pounds(Lbs.)per gallon "7-7'-�?.'- • . in solution ,•,hlr•08,Ibs:%gat 11,09 Number of dry pounds(Lbs.)per ''''.-7,-753 fdiy.7. • • gallon Alum - =""PrOduct/gglon" _ _ .•5.41 . Price per dry ton _.,$695L70-DST;'' - $285.00 _-'$8,-325:001ier7.7s, . Cost per order-4,500 gallons '`.ii-sb6 RalloiLS.", • $3,462.75 Dehyeryis• • $2,250.00 • Delivery charge per order ;.included in pried? Appendices A and B form • Comments: P .�. . of our propos In case of emergency for Tote order ` - r• {.. --, ""T,' - $1,262.80*Our Pr • ice per Tote(300-330 Gal per ,• ' '-"'• - packaging is 3,080 - '$1,172:D/tote~' tote) ...:-....f_ - net Ibs,totes(275 gal, c - , ,. packaging) •Cost per order-(6)Totes ..t,-..47;9,34,40." - $7,576,80 Delivery charge per order DeluveryLis -, , $4,250.00 .!included in-price) _ CHEMICAL#2= tl o' Cade Chemtrnde' ' Columbia JCI Jones , Northst�r Chem,„, ,.'"Shannon+Chamuml' Thatcher Company,of Thornton,_Musso,and- ,TR Internutmnal Sodic Hypoc barite 'Chemicals US ECa 5e19.. LLC h 3 " _ Unmur USA Ind:` owr ' .Distribution LLC r Chemstnls,Inc '• Inc.fl Corporation 'Gobi:rm.Inc Bellemin,Inc. Trading Company Manufacturer • _"? 7- NO BID • NO BID NO BID NO BID NO BID Late-Received bid Hasa Iao.2.•,: - NO BID NO BID NO BID 05/24/2023 Number of gallons per tote •275-gallon's ''' , • Price per gallon . > j$3.66/galla, Cost per tote ','41,006.50-E;. •- • ' Cost per load(5)totes '.="'$5.032,gh•--' r ,Delrvery is - . Delivery charge per order • `'inc]udedh'pnce - • , Comments • - • - Bid Tab-Page-1 of4. • • • • • 2023 BID TAB-Invitation to Bid Chemicals for Water&Wastewater Treatment Plants Bids due by 2:00:00 PM(PST)May 23,2023 Firm pricing July 1,2023 to June 30,2024 CHEMICAL 8F-\t\iTH' Columbia-. -Chemicals US Eco Services LLC JCLTones .NorthstarChemical, Shannon Chemical, Thatch erCompany_ofThornton,Musso,and ' TR International Cascade Chemtrade Atumirrun Sulfate - -h - ' - - - Univ ar USA:in • -- Disfriliiitinn LIP-' - Chemicals,Inc , ' Inc..' , Corporation California;Ina Bellemin;Inc. _ •Trading Company- ThatcherCof Late-Received bid Manufacturer Chemtrade oman Chemtrade Eco Services LLC NO BID NO BID NO BIDP NO BID NO BD California,Inc.. 05/24/2023 Number of pounds(Lbs.)per gallon +" 11.08 lbs./gal 11.134 11.1 11.09 in solution Number of dry pounds(Lbs.)per �531 lbs:dry ' 5.34 5.34 5.41 • gallon -product/gallon $675.00" FOR - CONVERSION • Price per dry ton $493.00 DST:. PURPOSE ONLY, $640.00 $285.00 PRICE EQUATES TO • ' -' $1.8225/GALLON • _$5,899_:5llper Cost per order-4;500 gallons 4,SOO;gall- $8,201.25 $7,680.00 $3,462.75' Deliverycharge order DeliIncluded N/A - " • carg per included in price $2,250.00 Comments - - _ Delivery included in - Appendices A and B form price part of our proposal • • • • • • • • • • • • • • • -Bid Tab-Page 4 of 4 - 2023 BID TAB'-Invitation to Bid Chemicals for Water&Wastewater Treatment Plants - Bids due by 2:00:00 PM(PST)May 23,2023 • - Firm pricing July 1,2023 to June 30,2024 • c , 'i I, `i aE - - CHEMICAL-6o'1jTp Cascade • ,, -'; :-.,-.,=:.' Chemtrnde= t °' r y G Sodium Carbonate : . Columbia,, •x JCI Jones Nocthstnr G9�emicat ,Shannon Chem�fal Thatcher Company of Thornton,Mosso andj.`TR International Perax h.urate Free Distnbutian .Ch1E16 '''' ; 7. ervices tiLC, Chemicals,.Inc ,'. Inc F -', "Corporation° California•. ,Inc ',13ellemin,,Inc ,9.TrndingCompany i^ Uniyar,USA,lne:• ("Greenclenn"oQ?Egai aale�nt Company, I_LC = -� - '• s -�, - _ `�, - - ` '. _ . , Late-Received bid Manufacturer NO BID NO BID NO BID NO BID NO BID NO BID NO BID NO BID NO BID 05/24/2023 . • • Number of pounds.(Lbs.)per bag Number of bags per pallet - • Price per pound(Lb) • - - Cost per order 160 bags(4) - pallets. _ • • Delivery charge per order • Comments • • • Cascade Chemtrnge CHEM GAL#7e(f��1� Colampia JCI 1 roes Northstnr Chemical Shannon Chemical -Thatcher Company of Thornton Musso,and - TR Interiiationah •• ChemicalsrUS i co•Services LLC . Sodium)ypochloriter Distribution •- Chemicals,Inc - - Inc Corporation - =California,,Inc ,':Bellemin,Inc :TradingCompany•' . Company LLG- ; mune. Inc. Late-Received bid Manufacturer _ Hasa Inc Y. NO BID NO BID NO BID ' NO BID NO BID NO BID NO BID NO BID 05Recei 23 Number of gallons per tote 275'gal)ons•• - - Price per gallon(gal) .'.$3 66/ggallon,.' Cost per tote ' $1 006 50: -'y . Cost per load/order(2)totes ,V.• $2 013;00-2'; Delivery charge per order `-Delivery-is: :included-in Price' - Comments . • Cascade Chemtrade - (YHEMIEA #8nlinirtIi Columbia s d ' `e•-. LL JCI Sones _` NorthstarChemical, .Shannon Chemical ThotcherComPnny,of Thornton Mnsso and TRInte nittiona1.; -• 1- < Chemicals:US :Eco S rvices C - _ = Univar USA,Inc.• Citric LitJ S0!,,, Distribution ; ' - - -:Chemicals;Inc.• - Inc: :i. Corporation 'California;Inc, • - Bellemin,Inc. • `Trading Company, LLc. _ _ . _ i Northstar Chemical, Shannon Chemical Thornton,Musso,and Late-Received bid Manufacturer 5 Cascade COlumbie . Inc. Corporation Bellemin,Inc. 05/24/2023 Number of gallons per tote 4,"-275'fialliiiii:-' - 270 Gallons per tote 330 Gallons ' 330 Price per gallon(gal) $13.107jgall&i'. $13.35 per gallon $32.77/gallon $16.75 $10,814.10/330 gallon. - Cost per tote s3;fi02iki-.- . $3,605.50 tote $5,527.50 Cost per load/order(2)totes _ $7,205.00`'L: • $7,209:00 $21,628.20 • $11,055.00 • • Delivery charge per order Delivery ii v; $0.00 included $0.00 �included in price _ • Comments , �'"t' Terms:0%,Net 30 days . • Bid Tab-Page 3 of 4 . i ° I WATER TREATMENT PLANT CHEMICALS—FY 2024 CONTRACTOR: .TR International Trading Company CITY OF 'ASH LAN D CONTACT: Megan Gluth-Bohan, CEO/Owner City Hall • 20 East Main Street ADDRESS: 22817 102nd Place West,Edmonds, WA 98020 Ashland, Oregon 97520 Telephone: 541/488-5345(WTP) PHONE: 206-'505-3500 EMAIL: megan.bohan@trichemicals.coni This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and IFR International Trading Company a foreign business corporation ("hereinafter"Contractor"),for Fater Treatment Plant Chemicals,. I 1. CONTRACTOR'S OBLIGATIONS 1.1 Provide WTP chemicals as specified in the Invitation to Bid released April 21,2023 and as set forth in the "SUPPORTING DOCUMENTS" attached hereto ;and, by this reference, incorporated herein. Contractor expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING DOCUMENTS, and that no waiver or extension of such deadline may be authorized except in the same manner as herein provided for authority to exceed the maximum compensation. The goods and services defined and described in the "SUPPORTING DOCUMENTS" shall hereinafter be collectively referred to as "Work." 1.2 Contractor shall obtain and maintain during the term of this Agreement and until City's final acceptance of all Work received hereunder, a policy or policies of liability insurance including commercial general liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury and Property Damage. 1.2.1 The insurance required in this Article shall include the following coverages: •. Comprehensive General or Commercial General Liability, including personal injury, contractual liability, and products/completed'operations coverage; and • Automobile Liability. • Workers' Compensation 1.2.2 Each policy of such insurance shall be on an "occurrence" and not a "claims made" form, and shall: • Name as additional insured "the City of !Ashland, Oregon, its officers, agents and employees" with respect to claims arising out ofthe provision of Work under this Agreement; • Apply to each named and additional named insured as though a separate policy had been issued to each,provided that the policy limits shall not be increased thereby; • Apply as primary coverage for each additional named insured except to the extent that two or more such policies are intended to "layer'♦ coverage and, taken together, they provide total coverage from the first dollar of liability; • Contractor shall immediately notify the City 'of any change in insurance coverage. • Contractor shall supply an endorsement naming the City,its officers,employees and agents as additional insureds by the Effective Date of this Agreement; and • Be evidenced by a certificate or certificates,of such insurance approved by the City. Page 1 of 6: Goods and Services Agreement between the City of Ashland and TR International Trading Company k. 1.3 All subject employers working under this Agreement are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126. As evidence of the insurance required by this Agreement, the Contractor shall furnish an acceptable insurance certificate prior to commencing any Work under this Agreement. 1.4 Contractor agrees that no person shall, on the grounds of race, color,religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of this Agreement when employed by Contractor. Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Contractor agrees not to discriminate against a disadvantaged business enterprise,minority-owned business,woman- owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. • • 1.5 In all solicitations either by competitive bidding or negotiation made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws. 1.6 Living Wage Requirements: If the amount of this Agreement is $25,335.05 or more, Contractor 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. Contractor is also required to post the notice attached hereto as "Exhibit A"predominantly in areas where it will be seen by all employees. 2. CITY'S OBLIGATIONS 2.1 City shall pay Contractor the amounts asfollows and as provided herein as full compensation for the Chemicals specified below and in the SUPPORTING DOCUMENTS. • Estimated num ler Cos Cr/©rd lireatment Plant BidderFi' i I- I ..J • Chemical#5 SODA ASH,DENSE,FREE TR International 13 $4;657.50 60,547.50 FLOWING,GENESIS ALKALI Trading Company �' 4 Total Estimated' i $60,547.50 2.2 In no event shall Contractor's total of all compensation and reimbursement under this Agreement exceed the sum of$61,000.00 (sixty one thousand dollars), without express, written approval from the City official whose signature appears below, or such official's successor in office. Contractor expressly acknowledges that no other person has authority to order or authorize additional Work which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. •Contractor further acknowledges that any Work delivered or expenses incurred without authorization as provided herein is done at Contractor's own risk and as a volunteer without expectation of compensation or reimbursement. , 3. GENERAL PROVISIONS - 3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from Contractor and is free to procure similar types of goods and services from other Contractors in its sole discretion. Page 2 of 6: Goods and Services Agreement between the City of Ashland and TR International Trading Company 3.2 Contractor is an independent contractor and not an employee or agent of the City for any purpose. 3.3 Contractor is not entitled to,and expressly waives all claims to City benefits such as health and disability insurance,paid leave, and retirement. 3.4 Contractor shall not assign this Agreement or subcontract any portion of the Work to be provided hereunder without the prior written consent of the City.' Any attempted assignment or subcontract without written consent of the City shall be void. Contractor shall be fully responsiblefor the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by the City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and the City. 3.5 This Agreement embodies the full and complete understanding of the parties respecting the subject • matter hereof. It supersedes all prior agreements,negotiations, and representations between the parties, whether written or oral. • 3.6 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. 3.7 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 3.8 This Agreement shall be governed by the laws of the State,of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any.action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue,and expressly consents that, upon motion of the other party;, any case may be dismissed or its venue transferred, as appropriate, sous to effectuate this choice of venue. 3.9 Contractor shall defend, save, hold harmless and indemnify the City and its officers, employees and agents from and against any and all claims,suits,actions,losses,damages,liabilities,costs,and expenses of any nature resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, contractors, or agents under this Agreement. 3.10 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God, strikes,lockouts, accidents, or other events beyond the control of the other or the other's officers, employees or agents. 3.11 If any provision of this Agreement is found by,a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary torender it enforceable, preserving to the fullest extent permitted the intent of Contractor and the City set forth in this Agreement. • 3.12 Deliveries will be F.O.B destination. Contractor shall pay all transportation and handling charges for the Goods. Contractor is responsible and liable for loss or damage until final inspection and acceptance of - the Goods by the City. Contractor remains liable for latent defects, fraud, and warranties. 3.13 The City may inspect and test the Goods. The City may reject non-conforming Goods and require Contractor to correct them without charge or deliver them at a reduced price,as negotiated.If Contractor does not cure any defects within a reasonable time, the r City may reject the Goods and cancel this Page 3 of 6: Goods and Services Agreement between the City of Ashland and TR International Trading Company Agreement in whole or in part. This paragraph does not affect or limit the City's rights, including its rights under the Uniform Commercial Code, ORS Chapter 72 (UCC). 3.14 Contractor represents and warrants that the Goods are new, current, and fully warranted by the manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from defects in labor,material and manufacture. Contractor shall transfer all warranties to the City. 4. SUPPORTING DOCUMENTS • The following documents are,by this reference,expressly_incorporated in this Agreement,and are collectively referred to in this Agreement as the "SUPPORTING DOCUMENTS:" • Exhibit A: The Contractor's complete written bid signed May 18,2023. 4.2 This Agreement and the SUPPORTING DOCUMENTS shall be construed to be mutually complimentary and supplementary wherever possible. In the event of a conflict which cannot be so resolved,the provisions of this Agreement itself shall control over any conflicting provisions in any of the SUPPORTING DOCUMENTS. In the event of conflict between provisions of two of the SUPPORTING DOCUMENTS,the several supporting documents shall be given precedence in the order listed in Article 4.1. 5. REMEDIES 5.1 In the event Contractor is in default of this Agreement, City may, at its option, pursue any or all of the remedies available to it under this Agreementand at law or in equity, including, but not limited to: 5.1.1 Termination of this Agreement; 5.1.2 Withholding all monies due for the Work that Contractor has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively; 5.1.3 Initiation of an action' or proceeding for damages, specific performance, or declaratory or injunctive relief; 5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 5.2 In no event shall City be liable to Contractor for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Contractor exceed the amount due, Contractor. shall pay immediately any excess to City upon written demand provided. 6. TERM AND TERMINATION 6.1 Term This Agreement shall be effective from the date of execution on behalf of the City as set forth below. (the "Effective Date") and shall continue in full force and effect until June 30, 2024, unless sooner terminated as provided in Subsection 6.2. 6.2 Termination 6.2.1 The City and Contractor may terminate this Agreement by mutual agreement at any tithe. 6.2.2 The City may, upon not less than thirty (30) days' prior written notice, terminate this Agreement for any reason deemed appropriate in its sole discretion. 6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen (14) days' prior written notice if the cause is not cured within that fourteen (14) day period after written notice. Such termination is in addition to and not in lieu of any other remedy at law or equity. Page 4 of 6: Goods and Services Agreement between the City of Ashland and TR International Trading Company 7. NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail, return receipt requested,postageprepaid, to the address set forth below: I. If to the City: City of Ashland Attention: Alistair Andre, Water Treatment Plant Supervisor 90 N. Mountain Avenue 1 Ashland, Oregon 97520 Telephone: (541)488-5345 • With a copy to: l City of Ashland Attention: Legal Department 20 E. Main Street • Ashland, Oregon 97520 Telephone: (541) 488-5350 If to Contractor: TR International Trading Company Attention: Megan Gluth-Bohan, CEO/Owner 22817 102nd Place West Edmonds, WA 98020 - Telephone: (206) 505-3500 8. WAIVER OF BREACH One or more waivers or failures to object by either party to the other's breach of any provision,term,condition, or covenant contained in this Agreement shall not be construed.as a waiver of any subsequent breach,whether or not of the same nature. 9. CONTRACTOR'S COMPLIANCE WITH TAX LAWS 9.1 Contractor represents and warrants to the City that: 9.1.1 Contractor 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 Contractor; and (iii) Any rules, regulations, charter provisions, or'ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.1.2 Contractor, 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 Contractor; and (iii) Any rules, regulations, charter provisions, or'prdinances that implement or enforce any of the foregoing tax laws or provisions. Page 5 of 6: Goods and Services Agreement between the City of Ashland and TR International Trading Company „1 9.2 Contractor's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further, any violation of Contractor's warranty, as set forth in this Article 9, shall constitute a material breach of this Agreement. Any material breach of this Agreement shall entitle the City to terminate this Agreement and to seek damages and any other relief available under this Agreement,at law,or in equity. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND• TR INTERNATIONAL TRADING-CO. By: 76.47,7ity By: _ � ana er / i natureP /g �,, � g 3t6eF k L•= Le55 rcJ Jeffrey B. Wright Printed Name Printed Name ii5/12,, EVP & CFO Date Title 7/24/23 Date Purchase Order No. 7----4. 449 4 5.57W-9 is to be submitted with this signed Agreement) . .' 'RO D AS TO FORM: I Assistant City Attorney D"7(-2-7/2-3 Dat . Page 6 of 6: Goods and Services Agreement between the City of Ashland and TR International Trading Company • Client#: 1170753 ,-. TRINTINC ACOR DT. CERTIFICATE OF LIABILITY INSURANCEDATE(MMIDD/YYYY) 7/25/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Please send all requests by ' USI Insurance Services NW PHONE FAX ' (A/C,No,Ext);fax or email (A/C,No): 610-362-8530 601 Union Street,Suite 1000 7 ADDRESS: Colleen.MacLafferty@usi.com Seattle,WA 98101 , • 206-441-6300 INSURER(S)AFFORDING COVERAGE NAIL 11 INSURER A:AIG Specialty Insurance Company 26883 INSURED INSURER B:Hartford-WC Multiple Issuing Cos 00914 TR International Trading Company - National Union Fire Ins Co of Pitts,PA 19445 dba TRlnternational,Inc' INSURER c 22817 102nd PI W INSURER 0: Edmonds,WA 98020-1217 INSURERE: • INSURER F: COVERAGES • CERTIFICATE NUMBER: K2 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. LTR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS INSR WVD POLICY NUMBER (MMIDD/YYYY) (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY X EG1426076104 09/01/2022 09/01/2023 EACH( OCCURRENCE $1,000,00.0 CLAIMS-MADE X OCCUR • i PREMISES(Ea RENTED $300,000 X Products Pollution MED EXP(Any one person) $25,000 l PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: • _ GENERAL AGGREGATE $2,000,000 XI POLICY ECT LOC r ' PRODUCTS-COMP/OPAGG $2,000,000 • OTHER: $ C AUTOMOBILE LIABILITY X CA4416747 09/01/2022 09/01/2023 COMBINED SINGLE LIMIT 1,000,000 JEa accident) ,- X ANY AUTO BODILY INJURY(Per person) $ ' OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ NON-OWNED , AUTOS ONLY _ AUTOS ONLY (Per PROPERTY DAMAGE $ 1 $ A UMBRELLALIAB X OCCUR EGU1426076204 09/01/2022 09/01/2023 EACHOCCURRENCE'- $10,000,000 X EXCESS LIAB CLAIMS-MADE XS of GL/PoII., Auto& AGGREGATE $10,000,000 • DED RETENTION$N/A Employers Liab. • $ ' . B WORKERS COMPENSATION 52WECAB8KC1 09/01/2022 09/01/2023 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) ` i E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under - - DESCRIPTION OF OPERATIONS below incl.WA Stop Gap E.L.DISEASE—POLICY LIMIT $1,000,000 A POLLUTION EG1426076104 09/01/2022 09/01/2023 $1,000,000 Occurrence LEGAL LIABILITY ' , $2,000,000 Aggregate including Transit DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) ' Agreement for Water Treatment Plant Chemicals.City of Ashland,its officers,agents,and employees are . Additional Insured,coverage is primary and non-contributory and waiver of subrogation applies as respects General and Auto Liability if required by written contract per attached policy forms.Excess Liability follows form. • j CERTIFICATE HOLDER CANCELLATION ANYE City of Ashland THE SHOULD EXPIRATTIIONH DATE E V THEREOF,E BE NOTTICEIES WILL CBE CDELIVERED NE 20 E Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Ashland,OR 97520 AUTHORIZED REPRESENTATIVE I ' ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of;ACORD #S40918944/M40281021 S5PZP , • i • • • • ' ENDORSEMENT NO.10 • This endorsement,effective 12:01 AM,9/1/2022 Forms a part of Policy No:14260761-04 1 Issued to:TR International Trading Company dba TRlnternational Inch - - By:AIG Specialty Insurance Company THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED VENDORS ENDORSEMENT—PRIMARY AND NON-CONTRIBUTORY , This endorsement modifies insurance provided under the following: . , COMMERCIAL GENERAL LIABILITY;AND ' ` POLLUTION LEGAL LIABILITY COVERAGE FORM • SCHEDULE is - ,rr' - " Name of Person(s),or Organization(s)(Vendor): Where required by written contract Your Products: • , , ` All products sold,distributed,or handled by,or on behalf of,theNamed Insured , Solely as respects Coverages A, E-1,E-2 and E-3,if applicable,SECTION II -WHO IS AN INSURED is amended to include as an insured any person(s) or organization(s) (referred to herein as the "vendor") shown in the Schedule above, but only with respect to bodily Injury, property damage, environmental damage, or emergency response costs arising out of your , • products shown in the Schedule above which are distributed or sold in the regular course of the vendor's business,subject to d • all of the terms'and conditions of this Policy and the additional following exclusions,terms and conditions: . 1 1. The insurance afforded the vendor does not apply to: . . • a. .Bodily injury, property damage, environmental damage, or emergency response costs for which the vendor is -' , obligated1to pay damages by reason of the assumption of liability in ra contract or agreement.This exclusion does not " ' apply to liability for damages that the vendor would have in the absence of the contract or agreement; ' b. Any express warranty unauthorized by you; I c. Any physical or chemical change in your product made intentionally by the vendor; d. Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged ged in the original container; e. Any,failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of your product; i i ' I , f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of your product; 103388(10/09) - PAGE 1 OF 2 CI4401 > ' , • • ENDORSEMENT NO.10 CONTINUED . g. Your product which,after distribution or sale by you,has been labeled or relabeled,or used as a container, part or ingredient of any other thing or substance,by or for the vendor;or • h. Bodily injury, property damage,environmental damage or emergency response costs arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (1) The exceptions contained in Sub-paragraphs d.orf.above;or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of your product. • 2. This insurance does not apply to any products you have acquired from a vendor,or any ingredient,part or container,entering into,accompanying or containing such products. - 3. Solely with respect to the coverage afforded to the vendor pursuant to this Endorsement, SECTION IV- CONDITIONS,paragraph 4.Other Insurance is deleted in its entirety-and replaced with the following: 4. Other Insurance This insurance is primary and non-contributory,and our obligations are not affected by any other insurance carried by such vendor whether primary,excess,contingent,or on any other basis. • • • All other terms,conditions,and exclusions shall remain the same • UTH l RESEN ATIVE' .Or countersignature(where required by law) 103388(10/09) Page 2 of 2 C14401 t . , ... . , l I . -- , . I ' ENDORSEMENT NO.5 • , ) . • This endorsement,effective 12:01 AM,9/1/2022 V. Forms a part of Policy No:14260761-04 V ' . Issued to:TR International Trading Company dba TRInternational Inc • . ' By:AIG Specialty Insurance Company V V V , , ) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. I , _ . WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US ENDORSEMENT • V , , This efidorsement modifies insurance provided under the following: ' i COMMERCIAL GENERAL LIABILITY AND I POLLUTION LEGAL LIABILITY COVERAGE FORM V ,V f . It is hereby agreed as follows: , ' . -. .. ,.. SECTION IV—CONDITIONS,Paragraph 7.Transfer of Rights of Recovery Against Others to Us—Applicable to Coverages A,B, C and E is amended by the addition of the following at the end of such subparagraph . . . We waive any right of recovery we may have,against the person or organization shown in the Schedule below because of .r payments we make under Coverage A, B,C and E for injury or damage arising out of your ongoing operations or your work V , - done under a contract with that person or organization and included in the products completed operations hazard. This waiver applies only to the person or organization shown in the Schedule below. I ' . - , - - ) SCHEDULE • . Name of Person or Organization: , V . • • Blanket where required by written contract or agreement , , - ' . , • . . , , . . ... . . . • ., ,, , . . , . , . , ' • . . . • , . . . . All other terms,conditions,and exclusions shall remain the same. . , ' ,• . , . •••• R , . e • UTH IZE EPRESEN ATIVE Or countersignature(where required by law) 94283(3/07) r; PAGE 1 OF 1 VV V CI3021 ' . ' . . , , . ' , I , . . 1 POLICY NUMBER: 044-16-747 COMMERCIAL AUTO CA00011120 , BUSINESS AUTO COVERAGE FORM Various provisions in this Policy restrict coverage. • SECTION I—COVERED AUTOS • Read the entire policy carefully to determine rights, Item Two of the Declarations shows the "autos" that duties and what is and is not covered. are covered "autos" for each of your coverages. The Throughout this Policy, the words "you" and "your" following numerical symbols describe the"autos"that I refer to the Named Insured shown in the Declarations. may be covered "autos". The symbols entered next to The words "we", "us" and "our" refer to the company a coverage on the Declarations designate the only providing this insurance. "autos"that are covered"autos". Other words and phrases that appear in quotation A. Description Of Covered Auto Designation marks have special meaning. Refer to Section V — Symbols Definitions. , Symbol. Description Of Covered Auto Designation Symbols ' 1 Any"Auto" 2 Owned"Autos" Only those "autos" you own (and for Covered Autos Liability Coverage any Only "trailers" you don't own while attached to power units you own). This includes those"autos"you acquire ownership of after the Policy begins. • 3 Owned Private Only the private passenger "autos" you own. This includes those private Passenger passenger"autos"you acquire ownership of after the Policy begins. "Autos"Only , 4 Owned i Only those "autos" you own that are not of the private passenger type (and for "Autos"Other Covered Autos Liability Coverage any "trailers" you don't,own while,attached to Than Private • power units you own). This includes those "autos" not of the private passenger Passenger type you acquire ownership of after the Policy begins. • "Autos"Only • ,. 5 Owned"Autos" Only those"autos"you own that are required to have no-fault benefits in the state Subject To where they are licensed or principally garaged. This includes those "autos" you No-fault acquire ownership of after the Policy begins provided they are required to have no- fault benefits in the state where they are licensed or principally garaged. 6 Owned"Autos" Only those "autos" you own that because of the law in the state where they are Subject To A licensed or principally garaged are required to have and cannot reject Uninsured Compulsory 'Motorists Coverage.This includes those"autos"you acquire ownership of after the Uninsured. Policy begins provided they are subject to the same state uninsured motorists Motorists Law requirement. 7 Specifically Only those "autos" described in Item Three of the Declarations for which a Described premium charge is shown (and for Covered Autos Liability Coverage any"trailers" • "Autos" you don't own while attached to any power unit described in Item Three). , 8 Hired"Autos" Only those"autos"you lease, hire,rent or borrow.This does not include any"auto" Only you lease, hire, rent or borrow from any of your"employees", partners(if you are a partnership), members (if you are a limited liability company),or members of their households. 9 Non-owned Only those "autos" you do not own; lease, hire, rent or borrow that are used in • "Autos"Only connection with your business.This includes "autos" owned by your"employees", partners(if you are a partnership), members(if you are a limited liability company) or members of their households but only while used in your business or your personal affairs. , CA 00 01 11 20 ©Insurance Services Office, Inc.,2019 Page 1 of 13 \ 1 , i 1. .I I •. • I . 19 Mobile ' Only those"autos"that are land vehicles and that would qualify under the definition Equipment , of"mobile equipment"under this Policy if they were not subject to a compulsory or • ` • Subject To . financial responsibility law or other motor vehicle insurance law where they are ' Compulsory Or licensed or principally garaged. ! . ' Financial I. ' Responsibility '. Or Other Motor . • Vehicle " - , Insurance Law - ' Only B. Owned Autos ' b.' Repair; ' ' 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered c. Servicing next to a coverage in Item Two of the d. "Loss";or Declarations, then you have coverage for autos that you acquire after the policy period e. Destruction. begins of the type,described for the remainder SECTION II—COVERED AUTOS LIABILITY. of the policy period. COVERAGE • 2, But, if Symbol 7 is entered next to a coverage A. Coverage in Item Two of the Declarations, an "auto" you We will pay all sums an"insured" legally must pay acquire after the policy period begins will be a as damages because of"bodily injury"or"property ' covered 'auto for that coverage only if: damage" to which this insurance applies, caused a. We alreadycover all "autos" that you own ` by an 'accident" and resulting from the ownership, • for that coverage or it replaces an "auto" maintenance or use'of a covered "auto". • you previously owned that had that We will also pay all sums an "insured"legally must • coverage;and pay as a "covered pollution cost or expense" to ' ' • b. You tell us within 30 days after you acquire which I this insurance applies, caused. by ;an ' • it that you want us to cover •it for that • . "accident" and resulting from the ownership, , r • � ' coverage. wewilI only maintenance poay for the of c coveredovered auo�uti ns". o cost or • 3. An "auto" that is leased or rented to 'you , " y p Yp • without a driver, under a written agreement for expense if there is either "bodily' injury" or a continuous period of at least six months that "property damage"to which this insurance applies , requires you to provide 'primary insurance that is;caused by the same"accident covering such "auto", will be considered a We have• the right and duty'to 'defend any. '. covered "auto"you own. • "insured"against a "suit"asking for such damages C. Certain Trailers,Mobile Equipment And or'a"covered pollution cost or expense". However, ' . . Temporary Substitute Autos we have no duty to defend any"insured"against a • If Covered Autos Liability Coverage is provided by "suit" seeking damages for "bodily injury" or , r If is edCovera"au Form,, the following vpes of "property damage" or a "covered pollution cost or •.- vesiclesera also covered "autos" for Covered expense to which this insurance does not apply. We may investigate and settle any claim or "suit" , Autos.Liability Coverage: as we consider appropriate. Our duty to defend or 1. "Trailers" with a registered Gross Vehicle : settle ends when the Covered Autos Liability .Weight Rating of 3,000 pounds or less , Coverage Limit of Insurance has been exhausted designed primarily for travel on public roads. . ' by payment of judgments or settlements. ' - . , 2. "Mobile equipment". while being, carried or 1. Who Is An Insured towed by a covered"auto". The following are"insureds": , 3. Any"auto"you do not own while used with the a. You for any covered"auto": ' ` • permission of its owner as' a temporary , . . . ` . substitute for a covered "auto" you own that is b. Anyone else while using with ,your out of service because of its: permission a covered "auto" you own, hire a. Breakdown; or borrow except: • ' , ,- , • • (1) The owner or anyone else from whom I you hire or borrow a covered"auto". • Page 2 of,13 ..©Insurance Services Office, Inc.,2019 ' CA 00 01 11'20 1 , This exception does not apply if the (6) All interest on the full amount of any covered "auto" is a"trailer"connected to judgment that accrues after entry of the a covered"auto"you own. judgment in any "suit" ,against the (2) Your"employee" if the covered "auto" is - "insured"we defend,put our duty to pay owned by that "employee" or a member interest ends when we have paid, of his or her household. offered.to pay or deposited in court the , part of.the judgment that is within our ' (3) Someone using a covered "auto" while Limit of Insurance. he or she is working in a business of P These a menu will not reduce the Limit of selling, servicing, repairing, parking or Y storing "autos" unless that business is Insurance. yours. b. Out-of-state Coverage Extensions (4) Anyone other than your "employees", While a covered "auto" is away from the =' partners (if you are a partnership), state where it is licensed,we will: members (if you are a limited liability (1) Increase the Limit of Insurance for company) or a lessee or borrower or Covered Autos Liability Coverage to any of their "employees", while moving meet the limits specified. by a • • property to or from a covered"auto", compulsory or financial responsibility , (5) A partner(if you are a partnership) ora law of the jurisdiction where the covered member (if you are a. limited liability "auto" is being used. This extension company)for a covered"auto"owned by does not apply to .the limit of limits him or her or a member of his or her ' . specified by any law governing motor household. carriers of passengers or property. c. Anyone liable for the conduct of an (2) Provide the minimum amounts and "insured". described above but only to the types of other coverages, such as no- extent of that liability. fault, required of out-of-state vehicles by 2. Coverage Extensions the jurisdiction where the covered "auto" a. Supplementary Payments is being used. We will not pay anyone more than once for We will pay for the"insured": the same elements of loss because of • (1) Allexpenses we incur. , these extensions. (2) Up to $2,000 for cost of bail bonds B.'Exclusions . (including bonds for related traffic 'law ' This insurance does 'not apply to any of the violations) required because of an following: ' "accident"we.cover. We do not have to 1. Expected Or Intended In furnish these bonds. p jury (3) The cost of bonds to release "Bodily injury" or "property damage" expected attachments in any "suit" against the or intended from the standpoint of the . "insured" we defend, but only for bond "insured". amounts within our Limit of Insurance. 2. Contractual . (4) All reasonable expenses incurred by the •• Liability assumed under any contract• or "insured"at our request, including actual agreement. loss of earnings up to $250. a day But this exclusion does not apply to liability for because of time off from work. damages: • ' . (5) All court costs taxed against the "insured" in any "suit" against the a. Assumed in a contract or agreementthat is "insured" we defend. However, these an "insured contract , provided the-"bodily injuryor "property damage occurs - payments do not include attorneys' fees i orexpenses taxed against the subsequent to the execution of the contract attomeys "insured or agreement;or . CA 00 01 11 20 ©Insurance Services Office, Inc.,2019 Page 3 of 13 b. That the "insured" would have in the 7. Handling Of Property absence of the contract or agreement. 1 "Bodily injury" or "property damage" resulting 3. Workers'Compensation' from the handling of property: Any obligation for which the "insured" or the a. Before it is moved from the place where it is ' "insured's" insurer may be held liable under accepted by the "insured" for movement any workers' compensation', disability benefits into or onto the covered "auto";or or unemployment compensation law or any ' ' b. After it is moved from the covered "auto" to similar law'. the place where it is finally delivered by the 4. Employee.Indemnification And Employer's, "insured". Liability 1 . 8. Movement Of Property By Mechanical "Bodily injury"to: - Device ` a. An "employee" of the "insured" arising out "Bodily injury" or "property damage" resulting of,and in the course of: from the movement of property by a (1) Employment by the"insured";or mechanical device (other than a hand, truck) (2) Performing the duties related to the "autos the device is attached to the covered conduct of the"insured's"business;or 9. Operations b. The spouse, child, parent, brother or sister , of.that„ "employee" as a consequence of "Bodily injury"or"property damage"arising out Paragraph a.above. of the operation of: This exclusion applies: a. Any equipment listed in. Paragraphs 6.b. ; (1) Whether the "insured" maybe liable as and 6.c. of the definition of "mobile equipment';or an employer. or in any other capacity; b. Machinery, or equipment that is on,attached and - ,to or part of a land vehicle that would • ' ' (2) To any,obligation to share damages with qualify under' the definition- of "mobile, or repay someone else who must pay equipment" if it were not subject to a damages because of the injury. ' , compulsory or financial responsibility law or But this exclusion does not apply to'"bodily other motor vehicle insurance law where it injury" to domestic "employees" not entitled to is licensed or principally garaged. workers' compensation benefits or to liability ' 10. Completed Operations ' assumed by the "insured" under an "insured ' contract". For the purposes of the Coverage "Bodily injury" or"property damage" arising out , Form,, a domestic "employee" is a person of your work after that work has been engaged 'in household or domestic work., . completed'or abandoned. performed principally in connection with 'a In this exclusion,your work means:, residence premises. , , a. ;Work or operations performed by you or on 5. Fellow Employee ;your behalf;and , "Bodily injury"to: ' , b:,Materials, parts or equipment furnished in a. Any fellow "employee" of the "insured" 'connection with such work or operations. arising out of and in the course of the fellow Your work includes warranties or "employee's" employment or 'while representations made at any time with respect . . performing duties related to the conduct of to the fitness, quality, durability or performance your business;or of any of the items included in Paragraph a. or b. The spouse, child, parent, brother or sister b.above. l ' , of that fellow"employee" as a consequence Your work will be deemed completed at the . of Paragraph a.above. earliest of the following times: 6. Care,Custody Or Control (1) When all of the work called for in your , "Property damage"to or"covered pollution cost contract has been completed; or expense" involving property owned or (2) When all of the work to be done at the , transported by the "insured" or in the V site has been completed if your contract ' "insured's" care, custody or control. But this calls for work at more than one site; or exclusion does not apply to liability assumed under a sidetrack agreement. Page 4 of 13 • 0 Insurance Services Office, Inc.,2019 CA 00 01 11 20 • f, • (3) When that part of the work done at a job Paragraphs b. and c. above of this exclusion • site has been put to its intended use by do not apply to "accidents" that occur away any person or organization other than from premises owned 'by or rented to an another contractor or subcontractor "insured" with respect to "pollutants" not in or working on the same project. upon a covered"auto"if: Work that may need service, maintenance, (a) The "pollutants" or any property' in correction, repair or replacement, but which is which the "pollutants" are contained otherwise complete, will be treated as are upset, overturned or damaged as completed. a result of the maintenance or use of 11. Pollution a covered"auto";and "Bodily injury"or"property damage"arising out (b) The discharge, dispersal, seepage, of the actual, alleged or threatened discharge, migration, release or escape of the dispersal, seepage, migration, release or "pollutants" is caused directly by • escape of"pollutants": such upset, overturn or damage. a. That are, or that are contained in any 12. War property that is: "Bodily injury" or "property damage" arising (1) Being transported or towed by, handled directly or indirectly out of: or handled for movement into, onto or a. War, including undeclared or civil war; from the covered"auto"; b. Warlike action by a military force, including (2) Otherwise in the course of transit by or 'action in hindering or defending against an on behalf of the"insured";or actual or . expected attack, by any (3) Being stored, disposed of, treated or I government, sovereign or other authority processed in or upon the covered using military personnel or other agents;or "auto"; c. Insurrection, rebellion, revolution, usurped b. Before the "pollutants" or any property in power or action taken. by governmental which the "pollutants" are contained are `authority in hindering or defending against moved from the place where they are any of these. accepted by the "insured" for movement 13. Racing into or onto the covered"auto";.or Covered "autos"while used in any professional c. After the "pollutants" or any-property in or organized racing or demolition contest or which the "pollutants" are contained are stunting activity, or while practicing for such moved from the covered "auto" to the place contest or activity. This insurance also does where they are finally delivered,disposed of not apply while that covered "auto" is.being or abandoned by the"insured". prepared for such a contest or activity. Paragraph a. above does not apply to fuels, 14. Unmanned Aircraft lubricants, fluids, exhaust gases or other "Bodily injury"or"property damage"arising out ' similar"pollutants"that are needed for or result of the ownership, maintenance or use of from the normal electrical, hydraulic or "unmanned aircraft". mechanical functioning of the covered"auto"or its parts if: C. Limit Of insurance (1) The "pollutants" escape, seep, migrate Regardless of the number of covered "autos", or are discharged, dispersed or released "insureds", premiums paid, claims made or directly from an "auto" part designed by vehicles involved in the "accident", the most we its manufacturer to hold, store, receive will pay for the total of all damages and "covered or dispose of such"pollutants";and pollution cost or expense"combined resulting from The"bodilyinjury", any one "accident" is the Limit Of Insurance for (2) "property damage"or , Covered Autos Liability Coverage shown in the "covered pollution cost or expense" Declarations. does not arise out of the operation of any equipment listed in Paragraphs'6.b. and 6.c. of the definition of "mobile equipment". • CA 00 01 11 20 ©'Insurance Services Office, Inc.,2019 Page 5 of 13 S . All"bodily injury", "property damage" and "covered 3. Glass Breakage—Hitting A Bird Or Animal— , • .pollution cost or - expense" resulting from ' Faring Objects Or Missiles • , continuous-or.repeated exposure to substantially` `If you carry Comprehensive Coverage for the -, . the same conditions will be considered as damaged covered "auto", we will'.pay for the resulting from one"accident". following under Comprehensive Coverage: : No one will be 'entitled; to receive duplicate a. iGlass breakage; • , payments for'the same elements of "loss" under ..V I - this Coverage Form and any Medical Payments b. Lodss" caused by hitting a bird or'animal; . , Coverage endorsement, Uninsured Motorists ' , Coverage endorsement or Underinsured Motorists c. ;'Loss"caused by falling objects or missiles. .` ; • Coverage endorsement attached to this Coverage • , • V • Part. However,,you have the option of having glass breakage caused by a covered "auto's" SECTION III—PHYSICAL DAMAGE COVERAGE collision or overturn considered a "loss" under . A. Coverage . Col• wlision Coverage. 1. We will pay for"loss"to a covered "auto" or its 4. Coverage Extensions '1 . 1 . , equipment under: a. Transportation Expenses ' a. Comprehensive Coverage We will pay up to $30 per day, to a 'maximum of $900, for temporary From`any cause except: p Y (1) The covered "auto's" collision with ;transportation expense incurred by you , because of the total theft of a covered another object;or "auto" of.the private passenger type. We (2) The covered"auto's"overturn. -. will pay only for those covered "autos" for . ' . b._Specified Causes'Of Loss Coverage . which.you carry either,Comprehensive or . 'Specified Causes Of Loss Coverage..We • Caused• ,by:' . ''will pay for , temporary transportation (1) Fire, lightning or explosion; expenses incurred during the period beginning 48 hours after the theft and (2) Theft; ending, regardless of :the ,Policy's . (3) Windstorm,hail or earthquake; ,expiration, whenthe covered "auto" is ' ' (4) Flood; , 'returned to use or we pay for its"loss". (5) Mischief or vandalism;•or . b. !Loss Of Use Expenses • (6) The sinking, burning, collision or ' 'For Hired Auto,Physical Damage, ,we will ' a expenses for , which `an "insured" derailment of any conveyance ;pay p ; , ' •• . transporting the covered"auto".' •• ;becomes legally responsible to pay for loss . • c: Collision Coverage ' ' • ' of use of a vehicle rented or hired without a - driver under a written rental 'contract or • .. Caused by: ;agreement. We will pay for.loss of use , . (1) The covered • "auto's" collision with • ' 'expenses if caused by: . , . . , another object; or , (1) Other than' collision only if .the ,' (2) The covered"auto's"overturn. ` Declarations indicates that . 2, Towing And Labor • 01 Comprehensive Coverage is provided for any covered"auto"; • . We will pay. up, to the limit shown in the (2) Specified Causes of Loss only if the Declarations for , towing. and labor costs I Declarations. indicates that Specified ' incurred each time a covered "auto" that is a Causes Of Loss Coverage is provided , private passenger type; light truck or medium for any covered"auto"; or truck is disabled. However, the labor must be ' ' ' . - performed at the place of disablement. • . . Page 6 of 13 ©Insurance Services Office, Inc.,2019 ' CA 00 01 11 20' ' , • • (3) Collision only if the Declarations 4. We will not pay for "loss" to any''of the indicates that Collision Coverage is following: provided for any covered"auto". a. Tapes, records, discs or other similar audio, However, the most we will pay for any visual or data electronic devices designed expenses for loss of use is $30 per day, to for use with audio, visual or data electronic a maximum of$900. equipment. B. Exclusions b. Any device designed or used to detect 1. We will not pay for"loss"caused by or resulting speed-measuring equipment, such as radar from any of the following, Such "loss" is or laser detectors, and any jamming excluded regardless of any other cause or apparatus intended to elude or disrupt event that contributes concurrently or in any speed-measuring equipment. sequence to the"loss". c. Any electronic equipment,without regard to • a. Nuclear Hazard whether this equipment is permanently installed, that reproduces, receives or (1) The explosion of any weapon employing transmits audio,visual or data signals. atomic fission or fusion;or d. Any accessories used with the'electronic (2) Nuclear reaction or radiation, orequipment described in Paragraph c. radioactive contamination, however above. caused. 5. Exclusions 4.c. and 4.d. do not apply to b. War Or'Military Action equipment designed to be operated solely by (1) War,including undeclared or civil war; use of the power from the "auto's" electrical (2) Warlike action by a .military force, system that,at the time of"loss", is: including ' action in hindering or a. Permanently installed in or. . upon - the defending against an actual or expected covered"auto', . 'attack,by any government, sovereign or b. Removable from a' housing unit which is. • other authority using military personnel permanently installed in or upon the or other agents;or covered"auto"; (3) Insurrection, rebellion, revolution, c. An integralpart of the same unit housing usurped power or action taken by any electronic equipment described in governmental authority in hindering or ,Paragraphs a.and b.above;or defending against any of these. d. Necessary for the normal operation of the f 2. We will not pay for"loss"to any covered"auto" covered "auto" or the monitoring of the ' while used in any professional or organized covered"auto's"operating system. • racing or demolition contest or stunting activity, 6. We will not pay for "loss" to a covered "auto" or while practicing for such contest or activity. due to"diminution in value". We will also not pay for"loss" to any covered "auto" while that covered "auto" is being ) C. Limits Of Insurance prepared for such a contest or activity. 1. The most we will pay for: , 3. We will not pay for"loss"due and confined to: a. "Loss" to any one covered "auto" is the a. Wear and tear, freezing, mechanical or lesser of: electrical breakdown. (1) The actual cash value of the damaged b. Blowouts, punctures or other road damage ' or stolen property as of the time of the to tires. "loss";or This exclusion does not apply to such "loss" (2) The cost of repairing or replacing the resulting from the total theft of a covered damaged or stolen property with other "auto". property of like kind and quality. a CA 00 01 11 20 ©Insurance Services Office, Inc.,2019 . Page 7 of 13 • • , b. All electronic equipment that' reproduces, SECTIONIIV—BUSINESS AUTO CONDITIONS receives or transmits audio, visual or data ;The folloing 'conditions apply in addition to the• signals in any one"loss" is$1,000, if, at the Common Policy Conditions: time of"loss",such electronic equipment is: 1 (1), Permanently installed in or upon the • A. Loss Conditions covered "auto" in a housing, opening or 1. Appraisal For Physical Damage Loss other location that is not normally used If you and we disagree'on the amount of"loss", by the • "auto" manufacturer for the either may demand an appraisal of,the "loss". installation,of such equipment; In this event, each party will select a competent (2) Removable from a permanently installed appraiser. The two appraisers will select a . housing unit as described in Paragraph ' competent and impartial umpire. The b.(1)above;.or -,, appraisers will state separately the actual cash ' as value and amount of"loss". If they fail to agree, ' (3) An integral part of such equipment described in Paragraphs b.(1) and s they will submit their differences to the umpire, above. A decision agreed to by any two will be • binding. Each party will: 2. An adjustment for depreciation and physicala. Pay its chosen appraiser;and condition,will be made in determining actual ' cash value in the event of a total"loss"_ b. f Bear the other expenses of the appraisal ' 3. If a repairor replacement results in better than ' • and umpire equally. __ like kind:;or quality, we will not pay for the If we submit to an appraisal, we will still retain amount of The betterment. our right to deny the claim. . . D. Deductible , ' ' . . 2. Duties In The Event Of Accident,Claim,Suit ;; Or For each covered "auto",our obligation to pay for, ,Loss` repair, return or replace damaged or stolen We have no duty to' provide coverage under • property will be 'reduced by the applicable this Policy unless there has been full deductible shown•in the Declarations prior to the compliance with the following duties: application of the Limit Of Insurance, provided a. 'In the event of "accident", claim, "suit" or that: 'loss", you must give us or our authorized • 1. The Comprehensive or Specified Causes Of representative . prompt notice of the • Loss Coverage deductible applies only to"loss" '"accident"or"loss". Include: caused by: (1) How, when and where the "accident" or a. Theft or mischief or vandalism;or 1 "loss"occurred; b. All perils. (2) The"insured's"name and address;and '‘ 2. Regardless of the number of covered "autos • ' . (3) To the extent possible, thenames and damaged or stolen, the maximum deductible : addresses of any injured persons and , ' applicable for all "loss" in any one event witnesses. , caused by: . , b.'IAdditionally, you and any other, involved a. Theft or mischief or vandalism;or ' '"insured"must: , b. All perils, • 1 (1) Assume no obligation, make no ' - payment or incur no expense without will be equal to five times the -highest our consent, except at the "insured's" deductible applicable to• any one covered I own cost. ` "auto" on the Policy for Comprehensive or . Specified. Causes _Of Loss Coverage. The (2) Immediately send us copies of any application of the highest deductible used to I request, demand, order, notice, ' , calculate the maximum deductible will be made - summons or legal paper received . regardless of which covered; "autos" were concerning the claim or"suit". damaged or stolen in the"loss". Page 8 of 13 • ©Insurance Services Office, Inc.,2019 CA 00 01 11 20 , f • • (3) Cooperate with us in the investigation or 5. Transfer Of Rights Of Recovery Against ' settlement 'of the claim or defense Others To Us against the"suit". If any person or organization to or for whom we • (4) Authorize us to obtain medical records make payment under this Coverage Form has or other pertinent information. ' rights to recover damages from another, those • (5) Submit to examination, at our expense, rights are transferred to us. That person .or by physicians of our choice;as often as organization must do everything necessary to we reasonably require. secure our rights and must do nothing after "accident"or"loss"to impair them. c. If there is "loss" to a covered "auto" or its B. General Conditions equipment,you must also do the following: (1) Promptly.notify the police if the covered 1. Bankruptcy "auto"or any of its equipment is stolen. Bankruptcy or insolvency of the"insured"or the (2) Take all reasonable steps to protect the "insured's" estate will not relieve us of any covered "auto" from further damage. obligations under this,Coverage Form. Also keep a record of your expenses for 2. Concealment, Misrepresentation Or Fraud consideration in the settlement of the This Coverage Form is void in any case of claim. fraud by you at' any time as it relates to this 13) Permit us to inspect the covered "auto" Coverage Form. It is also void if you or any and records proving the loss" before its other "insured", .at any time, intentionally repair or disposition. conceals or misrepresents a material fact (4) Agree to examinations under oath at our concerning: request and give us a signed statement • a. This Coverage Form; • of your answers. b. The covered"auto"; 3. Legal Action Against Us c. Your interest in the covered"auto';or No one may bring a legal action against us , . d. A claim under this Coverage Form. under this Coverage Form until: , J a. There has been full compliance with all the 3. Liberalization terms of this Coverage Form;and If we revise this Coverage Form to provide More coverage without additional premium b. Under Covered Autos Liability Coverage, charge, your policy will automatically provide we agree in writing that the"insured"has an the additional coverage as of the day the obligation to pay or until the amount of that revision is effective in your state. obligation has finally been determined by i judgment after trial. No one has the right '. 4. No Benefit To Bailee-Physical Damage under this Policy to bring us into an action Coverages to determine the"insured's"liability. . We will not recognize any assignment or grant 4. Loss Payment-Physical Damage any coverage for the benefit of any person or Coverages -- organization holding, storing or transporting At our option,we may: property for a fee regardless of any other provision of this Coverage Forma a. Pay for, repair or replace damaged or 5. Other Insurance . stolen property; b. Return the stolen property, at our expense. a. For any covered "auto" you own, this Coverage Form ' provides primary We will pay for any damage that results to insurance. For any covered"auto"you don't • the"auto"from the theft;or• own, the insurance provided by this c. Take all or any part of the damaged or Coverage Form is excess over any other • stolen property at an agreed or appraised collectible insurance. However, while a • value. - covered "auto" ,which is a "trailer" is If wepay for the "loss", our payment will connected to another vehicle, the Covered include the applicable sales tax for 'the Autos Liability Coverage-this Coverage , damaged or stolen property. Form provides for the"trailer"is: (1) Excess while it is connected to a motor vehicle you do not own;or • CA 00 01 11 20 ©Insurance Services Office, Inc.,2019 Page 9 of 13 • _ ., (2) Primary while •it is connected to ; a 5) Anywhere else in the world if a covered . "auto"auto you own. I auto of the private passenger type is b. For Hired Auto Physical Damage Coverage, leased, hired, rented or borrowed any covered "auto" you lease; hire, rent or ' • without a driver for a period of 30 days • borrow. is deemed to be a covered "auto" or less, ' - you own. However,- any "auto" that is provided that the "insured's" responsibility to leased, hired, rented or borrowed with,,a pay damages is determined in a "suit" on the driver is not a covered"auto". , •• merits, in the United, States of America, the c. Regardless of the provisions of Paragraph territories and possessions of the United States a. above, this Coverage Form's Covered of America, Puerto Rico or Canada, or in a Autos Liability Coverage is primary for any settlement we agree to. liability assumed under an "insured We also cover "loss" to, or "accidents"• contract". involving, ' a covered "auto" while being d. When this Coverage Form and any other transported between any of these places. Coverage Form or 'policy covers on the 8. Two Or More Coverage Forms Or Policies • same basis, either excess or primary, we Issued By Us will.pay only our share. Our share is the -If this Coverage Form and any other Coverag proportion that the Limit of Insurance of our Form or policy issued' to you by us or any Coverage Form bears to. the total of,the company affiliated with us applies to the same limits:-of all the Coverage Forms and "accident", the aggregate maximum Limit of policies covering on the same basis. - Insurance under all the Coverage Forms or 6. Premium Audit policies shall not exceed the highest applicable . a. The estimated premium for this Coverage' • Limit of Insurance under any one Coverage • Form is based on the exposures you told us Form or policy.This condition does not apply to you would have when this Policy began. any Coverage Form or policy,issued by us or . . • We will, compute the final premium due an!affiliated company specifically to apply as . excess insurance over this Coverage Form. when we determine your actual exposures. r The estimated total premium will be SECTION V—�DEFINITIONS ,` • •credited against the final premium due and A. "Accident" includes continuous ''or repeated the first Named Insured will be billed for the exposure tothe same conditions resulting in . balance, if any The due date for the final "bodily injury"or"property damage". premium or retrospective premium is the means:B. "Auto" date shown'as the due date on the bill. If I the estimated total premium exceeds the 1. A land motor vehicle, "trailer" or semitrailer final premium due, the first Named Insured, . designed for travel on public roads; or will get a refund. 2. Any other land vehicle that is subject •to a b.' If this Policy is issued for. more than one compulsory or financial responsibility law or year, the premium for this Coverage Form other motor vehicle insurance law where it is will be computed annually based on our licensed or principally garaged. • rates or premiums in effect at the beginning However, "auto" . does not include "mobile of each year of the Policy. • equipment". 7. Policy Period,Coverage Territory ' C. "Bodily injury" means bodily injury, sickness or • Under this ,Coverage. Form, we cover disease sustained by a person, including death "accidents"and "losses"occurring: resulting from any of these. . a. During the policy period, shown, in .the D. "Covered pollution cost or expense" means any Declarations; and cost or expense arising out of: r b. Within the coverage territory. 1. Any request, demand, order or statutory or The coverage territory is: regulatory requirement that any "insured" or - - (1) The United States of America; • others test for, monitor, clean up, remove, r contain, treat, detoxify or neutralize, or in any • (2) The territories and possessions of the way respond to, or assess the effects of, • . United States of America; . "pollutants";or. • (3) Puerto Rico; (4) Canada;and Page 10 of 13 ©Insurance Services Office, Inc.,2019 CA 00 01 11 20 • l • • • V, 'l 1 K 2. Any claim or "suit" by or on behalf of a Paragraphs b. and c. above do not apply to , • governmental authority for damages because "accidents" that occur away from, premises of testing for, monitoring, cleaning ,up, - owned by or rented to an"insured"with respect removing, containing, treating, detoxifying or to "pollutants" not in or upon a,covered "auto" neutralizing, or in any way responding to, or if: assessing the effects of, "pollutants". (a)!The "pollutants" or any property in "Covered pollution cost or expense" does not which the "pollutants" are contained include any cost ori expense arising out of the are upset, overturned or damaged as actual, alleged or threatened discharge, dispersal, a result of the maintenance or use of • seepage, migration, release or escape of a covered"auto"; and "pollutants": (b) The discharge, dispersal, seepage, a. That are, or that are contained in any migration, release or escape of the ' property that is: "pollutants" is caused directly by , (1) Being transported or towed by, handled . ' such upset;overturn or damage. , or handled for movement into, 'onto or E. "Diminution in value" 'means the actual or from the covered"auto"; perceived loss in market value or resale value (2) Otherwise in the course of transit by or which results from a direct and accidental"loss". on behalf of the"insured";or ,i F. "Employee" includes a leased worker". • (3) Being stored, disposed of, treated or "Employee" does not include a "temporary processed in or upon the covered worker". "auto"; G. "Insured" means any person or` organization b. Before the."pollutants" or any property in qualifying as'an insured in the Who' Is An Insured which. the "pollutants" are contained are provision of the applicable coverage. Except with moved, from the place where they are respect to'the Limit of Insurance, the coverage , accepted by the "insured" for movement afforded applies separately to each insured who is into or onto the covered"auto";or seeking'coverage or against whom a claim or c. After the "pollutants" or any property in "suit"is brought. ; which the "pollutants" are contained are H. "Insured contract"means: moved from the covered "auto"to the place 1. A lease of premises; , where they are finally delivered,disposed of 2. A sidetrack agreement; , or abandoned by the"insured". 3. Any easement or license agreement, except in Paragraph a. above does not apply to fuels, connection 'with construction or demolition lubricants, fluids, exhaust gases or other operations)on or within 50 feet of a railroad; similar"pollutants"that are needed for or result • from the normal electrical, hydraulic or 4. An obligation, as required by ordinance, to • mechanical functioning of the covered"auto"or indemnify a municipality, excapt in ,connection • its parts, if: ,with work for a municipality; t - (1) The "pollutants" escape, seep, migrate 5. That part of any other contract or agreement or are discharged,dispersed or released pertaining to your. business (including an directly from an "auto" part designed by indemnification of'a municipality in connection • its manufacturer to hold, store, receive ' withwork performed for a municipality) under •• • or dispose of such "pollutants";and which you assume the tort.liability of another to (2) The' "bodily injury","property damage"or pay for�'bodily injury"or"property damage"to a "covered pollution", cost or mageexpens or third party or organization. Tort liability means does not arise out of,the operation of a'liability that would be imposed by law in the ' absence of any contract or agreement;or any equipment listed in Paragraph 6.b. , or 6.c. of the definition of "mobile equipment". • • CA 00 01 11 20 ©Insurance Services Office, Inc.,2019 Page 11of13 r A • 1 I I , `i I 6. That part of any contract or agreement entered - 5. Vehicles not described in Paragraph 1., 2:, 3. into, as part of your business, pertaining to the, or 4. above that are not self-propelled and are rental orlease, by •you or any of your maintained primarily to provide mobility to "employees" , of any "auto". However, such i permanently attached equipment of the contract or agreement shall not be considered following types: an "insured contract" to the extent that it a. Air compressors, pumps and generators, obligates you or any of your "employees" to includingspraying, weldin , building pay for"property damage"to any"auto" rented g or leased by you or any of your"employees". and well-servicingg, geophysical exploration, lighting and equipment;or An "insured contract" does not include that part of b. Cherry pickers and similar devices used to any contract or agreement: ;raise or lower workers;or - a. That indemnifies a railroad for"bodily injury" 6. Vehicles not described in Paragraph,1., 2., 3. or "property damage" arising out of construction or demolition operations,within or 4. above maintained primarily for purposes of �railroad property and other than the transportation of persons or 50feet affectinganyanyrailroad bridge or trestle, cargo. However, self-propelled vehicles with ' the following types of permanently attached tracks, roadbeds, tunnel, underpass or crossing; equipment are not"mobile equipment" but will be,considered"autos": b. That pertains to the loan, lease or rental of a. .Equipment designed primarily for: an "auto" to you or any of your 1 Snow removal; "employees", if the "auto" is loaned, leased ( ) . or rented with a driver;or (2) Road maintenance, but not construction . c.'That ; holds a'. person or organization 1 or resurfacing;or engaged in,the business of transporting (3) Street cleaning; • property by"auto"for hire harmless for your b. :Cherry pickers and similar devices mounted use of, a covered "auto" over a route or � on automobile or truck chassis and used to • territory that person or organization is raise or lower workers;and authorized.to serve.by public authority. i I. "Leased worker"means a person leased to you by c. Air compressors, pumps and generators, a labor leasing firm under an agreement between including spraying, welding, building you and the labor leasing firm to perform duties ,cleaning, exploration, lighting i Orrwell-servicing geophysical eququippment. related to the conduct of your business. "Leased . worker"does not include a"temporary worker". However, "mobile equipment" does not include J. "Loss" means direct and accidental loss or land vehicles that are subject to a compulsory or damage. financial responsibility law or other motor vehicle ''insurance law where it is licensed or principally . K. "Mobile equipment" means'any of the following garaged. Land vehicles subject to a compulsory or , types of land vehicles, including any attached financial responsibility law or other motor vehicle machinery or equipment: insurance law are considered"autos". 1. Bulldozers, farm machinery, forklifts and other L. "Pollutants" means any solid, liquid, gaseous or vehicles designed for use principally off public thermal irritant or contaminant, including smoke, roads; vapor; soot, fumes, acids, alkalis, chemicals and 2. Vehicles maintained for use solely on or next to waste. Waste includes materials to.be recycled, • premises you own or rent; reconditioned or reclaimed. 3. Vehicles that travel on crawler treads; ' M. "Property damage" means damage to or loss of use of tangible property. 4. Vehicles, whether self-propelled or not, ' maintained primarily to provide mobility to N. "Suit"means a civil proceeding in which: permanently mounted: • . 1. Demages because of "bodily injury" or • ', a. Power cranes, shovels, loaders, diggers or , "property damage";or , drills;or _ 2. A"covered pollution cost or expense'; b. Road construction or resurfacing equipment to which this insurance applies, are alleged. , such as graders,scrapers or rollers; • Page 12 of 13 ©Insurance Services Office, Inc.,2019 'CA 00 01 11 20 • • "Suit" includes: O. "Temporary worker" means a person who is a. An arbitration proceeding in which such , .furnished to you to substitute for a permanent • damages .or "covered pollution costs or "employee" on leave or to meet seasonal or short- expenses" are claimed and to which the term workload conditions. "insured" must submit or does submit with P. "Trailer" includes semitrailer. our consent;or Q. "Unmanned aircraft"means an aircraft that is not: b. Any other alternative dispute resolution 1. Designed; proceeding• in which such damages or "covered pollution costs or expenses" are 2. Manufactured;or claimed and to which the insured submits 3, Modified after manufacture; with our consent. to be controlled directly by a person from within or on the aircraft. • • • • • • CA 00 01 11 20 ©Insurance Services Office, Inc.,2019 Page 13 of 13