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HomeMy WebLinkAbout2020-043 PO 20200384- ORW Architecture Inc L t Purchase Order 111/3 Fiscal Year 2020 Page: 1 of: 1 MAWINUTUMEDMIUSZTAIM WROMEB AMMRIMEIMMOMEIEN City of Ashland -- ATTN:Accounts Payable Purchase L 20 E. Main 20200384 Ashland, OR 97520 � Order# _ T Phone: 541/552-2010 0 Email: payable@ashland.or.us V FSi C/O Public Works Department • E ORW ARCHITECTURE INC I 51 Winbum Way N 29 S GRAPE ST p Ashland,OR 97520 O MEDFORD, OR 97501 Phone:541/488-5347 R T Fax:541/488-6006 . I -- -- , (541)779-5237 - k ' Paula Brown _`;{___ __moi_—s'e=tT�a;° i_ ,____i_i_li6o;'=----- =5�❑7?_[=`_e _ =c- - ---- _�_3=rI.�-s[=J=i=_= 'ds- 04/08/2020 762 FOB ASHLAND OR/NET30 Ci Accounts Payable —1,777•= ,.a_�� - .-.�..... _� wi il�'e�a- .t:=c-7_. —.et _iei•9_�a� Pre-Design Svcs City Hall 1 Additional pre-design services to further evaluate rebuilding vs i 1 $51,488.0000 $51,488.00 renovating City Hall Personal Services Agreement(Greater than$25,000.00) Completion date: 05/09/2020 Project Account: E-201614-999 ***************GL SUMMARY*************** 082400-704100 $51,488.00 I - By: afitit kc Date: 14 "6 490 - Authorized Signature = $51,488.00 FORM #3 ^ ! °�-«A/ CITY OF ir�a.ggaU'Ml ��t9�' ;G1 jj',z�r Jul �� 1-1, �� t, ASHLAND GI REQUISITI®111 ,4, e., (,),e, , g g -- of request: 3/04/2020 Required date for delivery: ASAP Vendor Name ORW Architecture , ' Address,City,State,Zip 2 South Grape Street, Medford, OR 97504 Contact Name&Telephone Number Dana Crawford (541) 779-5237 _ Fax Number (541)772-8472 SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ' ❑ Reason for exemption: 0 Invitation to Bid (Copies on file) 0 Form#13,Written findings and Authorization ❑ AMC 2.50 Date approved by Council: , 0 Written quote or proposal attached _ ❑ Written quote or proposal attached (Attach copy of council communication) _(If council approval required,attach copy of CC) ❑ Small Procurement - Cooperative Procurement Less than$5,000 ® Request for Proposal (Copies on file) ❑ State of Oregon Date approved by Council:6/5/18&7/3/18 ' ❑ Direct Award X (Attach copy of council communication) Contract# ❑ Verbal/Written quote(s)or proposal(s) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract# GOODS&SERVICES ` 0 Applicable Form(#5,6,7 or 8) 0 Other government agency contract. $5,000 to$100,000 , 0 Written quote or proposal attached Agency O (3)Written quotes and solicitation attached 0 Form#4, Personal Services$5K to$75K Contract# PERSONAL SERVICES 0 Special Procurement Intergovernmental Agreement $5,000 to$75,000 0 Form#9,Request for Approval 0 Agency _ ❑ Less than$35,000,by direct appointment ❑'Written quote or proposal attached Date original contract approved by Council: ❑ (3)Written proposals/written solicitation Date approved by\Council: (Date) ❑ Form#4, Personal Services$5K to$75K Valid until: (Date) —(Attach copy of council communication) Description of SERVICES I 1 Total Cost Additional pre-design services to further evaluate rebuilding vs.renovating City Hall _' • $51,488.00 - Item # Quantity Unit Description of MATERIALS Unit Price Total Cost XXX • XXX XXX TOTAL L COST ® Per attached quote/proposal , Project Number 201614 Account Number 082400.704100 Account Number Account Number 1 *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No 1 By signing this requisition form,I certify that the City's public contracting requirements have been satisfied. Employee:�7lhvv`/ p� t�nxXSL=cQ Department Head: eguid--"A--, , u ru greater than$5,000) e iltlexit_e Department ManagerlSupervisor: City Administrator: (Eqt Ftso reater than$25,000) Funds appropriated for current fiscal year: 0 / NO e014141- .D 4 0/`3(o C3-o / it . Finance Director-(Equal to or greater than$5,000) Date Comments: )&u' , Form#3-Requisition - PERSONAL SERVICES AGREEMENT(GREATER THAN $25,000.00) II CONSULTANT: ORW ARCHITECTURE, INC. ' I ' CITY OF CONSULTANT'S CONTACTS: Dana Crawford AS H LAN D and Jeffrey Bender 20 East Main Street Ashland, Oregon 97520 ADDRESS: 29.S. Grape. Strp e+ Telephone: 541/488-5587 Medford, Oregon 97501 Fax: 541/488-6006 TELEPHONE: 541-779-5237 EMAIL: dana@orwarch.com This Personal Services Agreement(hereinafter"Agreement") is entered into by and between the CITY OF ASHLAND, an Oregon municipal corporation(hereinafter "City") and ORW ARCHITECTURE, INC., a domestic business corporation("hereinafter"Consultant"), for additional pre-design services to further evaluate rebuilding versus renovating the Ashland City Hall. NOW THEREFORE, in consideration of the mutual covenants contained herein,the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on the date of execution on behalf of the City, as set forth below(the "Effective Date"), and unless sooner terminated as specifically provided herein, shall terminate upon the City's affirmative acceptance of Consultant's Work as complete and Consultant's acceptance of the City's final payment therefore, but not later than May 9, 2020. 2. Scope of Work: Consultant will provide additional pre-design services to further evaluate rebuilding versus renovating the Ashland City Hall building located at 20 East Main Street, Ashland, Oregon, as more fully set forth in the Consultant's Proposal entitled"Ashland City Hall: Pre-Design, Fee Matrix" dated March 2020, which is attached hereto as "Exhibit A" and /'1 incorporated herein by this reference. Consultant's services are collectively referred to in this 7 0 Agreement as the "Work." s A4-60 c1(65tr a,,a-racc+ro 4-164t70 AMD Mico2P224reo'H6tz .—t lc 3. Supporting Documents/Conflicting Provisions: This rAgreement and any exhibits or other supporting documents shall be construed to be mutually complementary and supplementary wherever possible. In the event of a conflict which canLot be so resolved,the provisions of this Agreement itself shall control over any conflicting provisions in-any of the exhibits or supporting documents. 4. All Costs Borne by Consultant: Consultant shall, at its own risk, perform the Work described above and, unless otherwise specified in this Agreement, furnish all labor, equipment, and materials required for the proper performance of such Work. Page 1 of 7: Personal Services Agreement with ORW Architecture,Inc. • r 5. Qualified Work: Consultant has represented, and by entering into this Agreement now represents,that all personnel assigned to the Work\to bei performed under this Agreement are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. 6. Compensation: City shall pay Consultant the hourly sums and expenses as set forth in"Exhibit A"which is attached hereto and incorporated herein as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of$51,488.00 (fifty-one ' thousand four hundred and eighty-eight dollars) without the express, written approval from the City official whose signature appears below, or such official's successor in office. Payments shall be made within 30 days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work'payments will be made for any ,sem ac50 ecu%g,T D. phase of the Work completed and accepted as of the date of termination. artpua6o Mae87b .6450 ir402200/14reP 41it1 8^(RBoFGk b'. 7. Ownership of Work/Documents: All Work, work product, or other documents produced in furtherance of this Agreement belong to the City, and any copyright,patent,trademark proprietary or any other protected intellectual property light shall vest in and is hereby assigned to the City. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is $21,507.75 or more, • Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter,to all employees performing Work under this Agreement and to any Subcontractor who performs 50% or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as "Exhibit B"predominantly in areas where it will be seen by all employees. 10. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its officers, employees, and agents harmless from any and all losses, claims, actions, costs, expenses,judgments, or other damages resulting from injury to any person(including injury resulting in death), or damage(including loss or destruction)to property, of whatsoever nature arising out of or incident to the performance of this Agreement by Consultant(including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform Work or services attendant to this Agreement). However, Consultant shall not'be held responsible for any losses, expenses, claims, actions, costs,judgments, or other damages, caused solely by the gross negligence of the City. Page 2 of 7: Personal Services Agreement with ORW Architecture,Inc. L 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. City's Convenience. This Agreement may be terminated by City at any time upon not less than thirty(30) days' prior written notice de''ivered by certified mail or in person. c. For Cause. City may terminate or modify this Agreement, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen(15) days of the date of the notice, or within such)other period as the party giving the notice may authorize in writing, then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this Agreement. City, by written notice to Consultant of default or breach, may at any time terminate the whole or any part of this Agreement if Consultant-fails to provide the Work called for by this Agreement within the time specified herein or within any extension thereof. iii. The rights and remedies of City provided in this subsection(d) are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. e. Obligation/Liability of Parties. Termination or modification of this Agreement pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to Subsection a, b, c, or d of this section, Consultant shall immediately cease all activities under this Agreement, unless expressly directed(otherwise by City in the notice of Page 3 of 7: Personal Services Agreement with ORW Architecture,Inc. • termination. Further, upon termination, Consultant shall deliver to City all documents, information, works-in-progress and other property that are or would be deliverables had the Agreement been completed. City shall pay consultant for Work performed prior to the termination date if such Work was performed in accordance with this Agreement. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers' compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Agreement. Consultant is a subject employer that will comply with ORS 656.017. 13. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employled by them, and the approval by City of any assignment or subcontract of the Work shall riot create any contractual relation between the assignee or subcontractor and City. 14. Default. The Consultant shall be in default of this Agreement if Consultant: commits any material breach or default of any covenant,warranty, certification, or obligation under the Agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Agreement; or attempts to assign rights in, or delegate duties under,this.Agreement. 15. Insurance: Consultant shall, at its own expense, maintain the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than$2,000,000 (two million dollars)per occurrence. This is to cover any damages caused by error, omission or negligent acts related to the Work to be provided under this Agreement. c. General Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury, Death, and Property Damage. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than$1,000,000 (one million dollars) for each accident for Bodily Injury and Property Damage, including coverage for owned,hired-or non-owned vehicles, as applicable. e. Notice of cancellation or change. There shall be no icancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without thirty (30) days' prior written notice from the Consultant or its insurer(s) to the City. f. Additional Insured/Certificates of Insurance. const{ltant shall name the City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Professional Liability and Workers' Compensation,required herein,but only with Page 4 of 7: Personal Services Agreement with ORW Architecture,Inc. it . respect to Consultant's services to be provided under this Agreement. The consultant's insurance is primary and non-contributory. As evidence of the insurance coverages required by this Agreement,the Consultant shall furnish acceptable insurance certificates prior to commencing the Work under this Agreement. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The Consultant shall be finlancially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 16. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulatiois. Further, Consultant 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. 17. Consultant's Compliance With Tax Laws: 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant shall,throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17.1.2 Consultant, for a period of no fewer than six (6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or - enforce any of the foregoing tax laws or provisions. 18. Notice. Whenever notice is required or permitted to be 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,by mailing using registered or certified United States mail, return receipt requested,postage prepaid, or by electronically confirmed at the address or facsimile number set forth below: Page 5 of 7: Personal Services Agreement with ORW Architecture,Inc. • If to the City:• - Public Works Department Attn: Contract Administrator 20 East Main Street Ashland, Oregon 97520 With a copy to: r City of Ashland—Legal Department 20 E. Main Street Ashland, Oregon 97520 Phone: (541) 488-5350 If to Consultant: ORW Architecture, Inc. Attn: Dana Crawford/Jeffrey Bender 2950 E. Barnett Road Medford, Oregon 97504 , 19. Governing Law. This Agreement shall be governed by, the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the Stater of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that,upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue. 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 21. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement attributable to Work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditull e authority sufficient to allow City in the exercise of its reasonable administrative discretion,to continue to make payments under this Agreement. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this Agreement without penalty or liability to City, effective upon the delivery of written notice to Consultant, with no further liability to Consultant. 22. THIS AGREEMENT AND THE ATTACHED EXHIBITS;CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL • Page 6 of 7: Personal Services Agreement with ORW Architecture,Inc. • BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN,NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 23. Certification. Consultant shall sign the certification attached hereto as "Exhibit C" and incorporated herein by this reference. 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: ORW ARCHIT r ` RE,INC. (CONSULTANT): By: City Administr By: AIL � ` Signature t `1 • V"`.,I����{ Printed Name d ► ,, � i41 1 I -,► Printed ame S ten-0 to P{ Ji 4G FA( Title 17. 4 . zo Date Purchase Order No. (W-9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: Assistant City Attorney .2020 Date Page 7 of 7: Personal Services Agreement with ORW Architecture,Inc. • EXHIBIT A Ashland City Hall:Pre-Design Fee Matrix I March 2020 ' • Prime Prime Prime Historic Structl Sustainblty Meth Elect Cost Architect Architect Architect Consultant Engineer Consultant (Engineer Engineer Modeling Pre-Design Objectives: Study 2 options of A)Building New or B)Save Walls.Building assessment by Historic consultant.Produce economic feasibility tstudy comparing performance,sustainability,usable area,and E - 5 more for 2 options.Outline process for 2 options(design,City - _ 2 and SHPPO approvals,schedule,etc.).Confirm structural - v `m ,. s `i 1 strategies for 2 options in more detail.Develop(B)and refine i To -` t� g $ 8 - 0 (A)architectural concepts for costing.Create preliminary LEED my% ' « _ o m _ `t' s ' o w Scorecard to acheive minimum LEED Silver.Collaborate with City .,` Etn 'En a u E= t 1 \ \ v F= F F 0 �2 c ¢ U \ c o � � o o. and present'to City Council. c m = •- 1' u c c 2 Lb- ib- FS, w u 3 t~°- 00 0 , 001' 'O � u,i a` a au° ,S 6 v, $165 $165 $103 $190 $125 m $185 $130 $100 $168 _ Task# Task Name Approach I Introduce project to new team Project members,coordinate prior to • 18 workshops,team reviews relevant 8 B 4 2 2 project data. Task Fee $4,040 $0 $1,320 $0 $1,520 $0 $740 $260 $200 $0 I $4,040 I $0 $0 $0 1 $0 J Site visit to assess building interior and exterior for historic features and potential elements for reuse.Outline 2 • approval processes(demolish,SHPPO, 2 -'Historic permitting).Preliminary coordination 6 14 20 Assessment with SHPPO and likely mitigation measures(does not include full SHPPO analysis and approval process). • I Task Fee $7,100 $990 $2,310 $0 $3,800 $0 $0 $0 $0 $0 11 $7,100 1 $500 $50 $25 I $575 Confirm best structural approaches for 2 options;consider construction schedule and historic features.Conceptually I develop wall assembly thicknesses, 3 Structural foundations,possible shoring strategies, 8 6 4 20 2 2 Approach and concept cost modeling. Task Fee $6,276 $1,320 $990 $0 $760 $2,500 $370 I $0 $0 $336 1 $6,2761 $0 $0 $50 I $50 Team eco-charrette/workshop to Sustainability determine path to minimum LEED Silver. Workshop Create preliminary LEED scorecards for 2 S 8 8 4 6 20 6 6 4 options. • Task Fee $10,702 $1,320 $1,320 $800 $760 $750 ' $3,700 1 $780 $600 $672 I $10,702 I $700 $0 $150 I $850 Confirm space plan and refine I architectural concepts to support I Refine comparative costing to compare both I • I 5 Architectural options(configuration,utilization, 20 6 6 2 4 2 2 2 Concepts structural impacts,LEED). _ L Task Fee $6,600 $3,300. $990 $600 $380 $500 $370 I $260 $200 $0 1 $6,6001 $0 $0 $0 1 $0 Create system descriptions and develop cost models for 2 options based on confirmed structure,LEED approach 6 Cost Model including building systems,and 2 16 6 2 1 2 2 2 10 concepts.Complete economic feasibility study for ootential demolition. Task Fee $6,585 $330 $2,640 $600 $380 $125 $370 I $260 $200 $1,680 1 $6,585 1 $0 $0 $50 I $50 . I Two progress meetings with City or 7 City Steering Committee.Prepare,attend, 6 8 6 3 Collaboration and create meeting notes. Task Fee $3,480 $990 $1,320 $600 $570 $0 $0 I $0 $0 $0 1 53,4301 $0 $0 $0 I $0 One Council meeting to share findings. Council - 8 Includes prep and presentation. 4 10 8 8 Presentation Task Fee $4,630 $660 $1,650 $800 $1,520 $0 $0 $0 $0 $0 I $4,6301 $500 $50 1 $550 No compiled report.Effort includes ' 9 Report summary of findings for April Council . meeting. Task Fee _ _ _ $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 1 $01 $0, $0 $0 I_ $0 Hours Subtotal 54 76 34 51 31 (- 30 12 12 16 Fee Subtotal $49,413 $8,910 $12,540 $3,400 $9,690 $3,875 $5,550 $1,560 $1,200 $2,688 $49,413 $1,700 $501 $325 $2,075 Expenses $2,075 TOTAL TOTAL Project Total $51,488 I1 EXHIBIT B CITY OF ASHLAND, OREGON City -of Ashland LIVING ALL employers described WAG E below must comply with City of Ashland laws regulating a ment of a livin s wase. i - $15.39 per hour, effective June 30, 2019.. The Living Wage is adjusted annually every VMS June 30 by the Consumer Price Index.. Employees must be paid a portion of business-of their 401K and IRS eligible living wage: employer, if the employer;has cafeteria plans (including ten or more employees, and childcare) benefits to the has received financial amount of wages received by assistance for the project or the employee. D For all hours worked under,a business from the City of service contract between their Ashland in excess of D Note: For temporary and employer and the City of $21,507.75. j part-time employees, the Ashland if the contract Living Wage does not apply exceeds $21,507.75 or more. D If their employer is the City of to the first 1040 hours worked Ashland, including the Parks in any calendar year. For D For all hours worked in a and Recreation Department. more details, please see month if the employee spends Ashland Municipal Code 50%or more of the D In calculating the living wage, Section 3.12.020. - employee's time in that month employers may add the value working on a project or of health care, retirement, For additional information: Call the Ashland City Administrators office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520, or visit the City's website at www.ashland.or.us. INotice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Page 1 of 1 EXHIBIT B EXHIBIT C CERTIFICATIONS/REPRESENTATIONS: Consultant by and through its authorized representative, under penally of perjury, certifies that(a)the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and(b) Consultant is not subject to backup withholding because: (i) it is exempt from backup withholding, or (ii)-it has not been notified by the Internal Revenue Service (IRS)'that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii)the IRS has notified it that it is no longer subject to backup withholding. Consultant further represents and warrants to City that: (a) it has the power and authority to enter into Ithis Agreement and perform the Work, (b) the Agreement, when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance with its terms, (c)the work under the Agreement shall be performed in accordance with the highest professional standards, and (d) Consultant is qualified,professionally competent, and duly licensed (if applicable) to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent cgntractor as defined in the Agreement,it is authorized to do business in the State of Oregon, and Consultant has che&ed four or more of the following criteria that apply to its business. • V (1) Consultant carries out the work,or services at a location separate from a private residence or is in a specific portion of a private residence, set aside as the location of the business. (2) Commercial advertising or business cards ora trade association membership are purchased for the business. (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only pursuaIt to written contracts. (5) Labor or services are performed for two or more different persons within a period of one year. (6) Consultant assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission(professional liability) insurance or liability insurance relating to the Work or services to be provided. Consultant's signature • 4 . zo Date i Page 1 of 1 EXHIBIT C I EXHIBIT D Limitations on Scope of Work and Compensation The preferred structural approach on this project is preservation of historic features to the extent feasible. Accordingly, if preliminaryanalysis performed within the scope of work set. forth in Exhibit A confirms that preservation of historic features is likely to be achievable within project costs andtimeframes previously estimated and is within standard engineering and other practical parameters,then the scope of work and the total amountt,of compensation and reimbursement set forth in paragraphs 2 and 6 of this Agreement may be'reduced by subsequent documented mutual agreement between City and Consultant. .. �• SO LSA Business Registry, _Business Name Search 03-03-2020 New Search Business Entity Data 14.37 Next Entity Entity ' RRenewal egistry Renewal Registry Nbr Type Status Jurisdiction !Date Due? Date 784526-88 (DBC-7)7, ACT OREGON1 229-2000 .__ l 11-29-2020 'Entity NameRW ARCHITECTURE INC-, Foreign 1 Name New Search Associated Names Type pB PRINCIPAL PLACE OF BUSINESS Addr 1 12950 E BARNETT RD Addr2 CSZ MEDFORD OR `in `Country�UNITED STATES OF AMERICA Please click here for general information about registered agents and service of process. Type AGTREGISTERED AGENT Start Date 2009 Resign Date Name D OUGLASS SCHMOR Addr 1 201 W MAIN STE 5 Addr2 CSZ 'MEDFORD OR 97501 Country ITED STATES OF AMERICA Type MAL,MAILING ADDRESS Addr 1 2950 E BARNETT-ROAD Addr2 CSZ !MEDFORD OR 197504 I CounfrYIUNITED STATES OF AMERICA _ Type I'REP RESIDENT I Resign Date Name J DAVID ILKERSON II�� Addr 1 385 GRANITE ST Add r 2 CSZ SHLAND IOR 97520 Country l 1► • : u Type SEC SECRETARY Resign Date 6 Name I I ® DATE(MM/DD/YYYY) ACORD CERTIFICATE OF LIABILITY INSURANCE 3/18/2020 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(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Sheryl vv its Protectors Insurance, LLCPHONE FAX P.O. Box 4669 (A/C.No.Exit:541-842-2963 (A/C,No):541-772-1906 Medford OR 97504 ADDRESS: sherylw@protectorsins.com 1 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Ohio Security Insurance 24082 INSURED ORWAR-1 INSURER B:Ohio Casualty Insurance 24074 ORW Architecture Inc. INSURER C:SAIF Corporation 524113 Ogden Roemer Wilkerson Architecture Inc 29 S Grape St INSURER D:Landmark American Insurance Co Medford OR 97501 INSURER E: • • INSURER F: COVERAGES CERTIFICATE NUMBER:2054852335 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE.POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) A . COMMERCIALGENERALLIABILITY Y N BZS54943488 11/23/2019 11/23/2020 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR I PREMISES(Ea occurrence) $2,000,000 MED EXP(Any one person) $15,00.0_ PERSONAL&ADV INJURY $ GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $4,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ A AUTOMOBILE LIABILITY Y N BAS54943488 11/23/2019 11/23/2020 EaOMBaccident)INEDSINGLELIMIT $1,000,000 ( ANY AUTO BODILY INJURY(Per person) $ OWNEDSCHEDULED AUTOS ONLY AUTOS BODILY INJURY.(Per accident) $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) B X UMBRELLALIAB X OCCUR US054943488 11/23/2019 11/23/2020 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED X RETENTION$1n,nnn $ C WORKERS COMPENSATION N 926504 6/1/2 19 6/1/2020 X STATUTE ERH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Professional Liability N LHR837467 5/2/2019 5/2/2020 Per Occurrence 2,000,000 N Aggregate 4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Personal Services Agreement:The City of Ashland,Oregon,and its elected officials,officers and employees are additional Insureds:For General Liability policy per attached policy for BP7996(0916)with Primary Noncontributory per attached policy farm BP 14 88 07 13&For Auto Liability with Primary Noncontributory per attached policy form AC 85 01 06 18. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Of Ashland 20 E. Main St Ashland OR 97520 AUTHORIZED REPRESENTATIVE LIA6e I I • ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO AC 850106 /8 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 13 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 L/ AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 AMENDED FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE- BROADENED COVERAGE 11 GLASS REPAIR-WAIVER OF DEDUCTIBLE 17 HIRED AUTO COVERAGE TERRITORY 23 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 7 LOAN / LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 18 PERSONAL EFFECTS COVERAGE 12 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 9 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 14 PRIMARY AND NON-CONTRIBUTORY -WRITTEN CONTRACT OR WRITTEN AGREEMENT 24 RENTAL REIMBURSEMENT 10 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 8 TRAILERS - INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 20 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 22 SECTION I -COVERED AUTOS is amended as follows: 1. TRAILERS-INCREASED LOAD CAPACITY The following replaces Paragraph C.1. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I -COVERED AUTOS: "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. ® 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 1 of 7 SECTION AI -LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.1. - Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of_which you own more than 50 percent, interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture;, or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before,you acquired or formed the organization. 3. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permision, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available; to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000. for cost of bail bonds (including bonds.for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss'of earnings up to $500 a day because of time off from work. { 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 2 of 7 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 7. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provisioh, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 8. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 3 of 7 9. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of$50 per day and a maximum limit of $1,500. 10. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" forwhich we also pay a "loss" ° under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lessor vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage'you ,purchased. For the purposes of this endorsement provision, materials ',and equipment do not include "personal effects" as defined in provision 12.B. 11. EXTRA EXPENSE-BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of. returning ,a stolen covered "auto" to you. The maximum amo l nt we will pay is $1,000. 12. PERSONAL EFFECTS COVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 13. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE, B. Exclusions 'is amended by adding the following: If you have purchased Comprehensive or Collision Coverage I under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental •discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 4 of 7 14. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 15. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 16. LOAN /LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a"Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement • or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i. Any amount representing. taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". ® 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 5 of 7 C. SECTION V -DEFINITIONS is changed byaddingthe following: • 9 9 As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that ares insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 17. GLASS REPAIR-WAIVER OF DEDUCTIBLE . Paragraph D. Deductible. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired !rather than replaced. 18. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 19. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means .any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 6 of 7 21. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insureds" name and address; and (c) The names and addresses of any injured persons and witnesses. 22. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 23. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a"suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 24. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV -BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V -DEFINITIONS is amended as follows: 25. BODILY INJURY REDEFINED Under SECTION V-DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 7 of 7 BUSINESSOWNERS BP 79 96 09 16 THIS ENDORSEMENT CHANGES THE;POLICY: PLEASE READ IT CAREFULLY BUSINESSOWNERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies, 'insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Below is.a, summarization of the coverages provided by this endorsement. No coverages are given by this; summary: Actual coverage descriptions are withinthis endorsement) SECTION SUBJECT A. Supplementary Payments Bail Bonds Loss Of Earnings B. Broadened Coverage For Darnage To Premises Rented To.You C. Incidental Medical Malpractice Injury D. Mobile Equipment E. Blanket Additional Insured (Owners, Contractors Or Lessors) F. Newly Formed Or Acquired Organizations G. Aggregate Limits H: Duties In The. Event Of,Occurrence, Offense, Claim Or Suit. I. Liability .And Medical Expenses 'Definitions Bodily Injury Insared Contract Personal And Advertising Injury" Section II =Liability is amended as follows: A. Supplementary Payments Section A.1. Business Liability is Modified as follows:.. F. I. The $250 limit. shown in Paragraph. A 1.f.(1)(b) Coverage Extension - Supplementary Payments for the cost of bail bonds is replaced by:a limit. C 2: The $250 limit shown in Paragraph A 1;f.;(1)(d) Coverage; Extension -;Supplementary . Payments for reasonable expenses and loss of earnings is replaced by a:$500 limit: B. Broadened Coverage For Damage To Premises;Rented TO YOU;li 1. The last paragraph of Section B.1. Exclusions -Applicable To Business Liability Coverage is replaced by the following: With respect to the premises °which are rented to you or temporarily occupied by you with the permis-. :sion :Of the,owner, Exclusions c.,,d„ e.,.gt„ h„ k I , m., n and o do not apply to"property damage". .. O 2016Lil erty Mutual'insurence BP 79 96 09 16 Includes copyrighted material of-InsuranceServices Office;Inc.,with its permission. Page 1 of 4 .. i 2. Paragraph D.2. Liability And Medical Expenses Limits Of'Insurance is replaced bythe following: The most we will pay under this endorsement for the .sum of all damages because of all "property damage" to premises while rented to you or temporarily occupied :by you with the permission of the owner is the Limit of Insurance shown in the_Declarations; 3. Paragraph D.3. Liability And Medical Expenses Limits Of Insurance does not'apply, C. Incidental Medical Malpractice Injury 1 Paragraph (4) under Paragraph B 1.j..Exclusions Applicable. To Business Liability Coverage -Profes- 0 sional Services does not apply to"Incidental Medical 'Malpractice Injury" coverage, 2: With -respect to this endorsement, thefollowing is added, to Section F. Liability And Medical Expenses Definitions: a. "Incidental Medical Malpractice Injurymeans bodily. injury arising out of therendering of or failure to render, during .the policy period, the following services r— - (1) Medical, surgical, dental, x=ray or nursing . service or treatment or the.furnishingof food or beverages in connection therewith; Or 2 The'furnishin or dispensing of drugs or medical, dental, or.su surgical supplies Or appliances. t ) 9 P 9 9 r9 PP� b. This coverage does not apply'to: (1) Expenses incurred by the insured for first=aid to others at the time of an 'accident and the Duties in the Event of Occurrence, Offense, Clain' or Suit.Condition is amended accordingly. (2) Any insured engaged in the business or occupation, of Providing any of the services described under a. above. (3) Injury caused by any indemnitee if such indemnitee is engaged in the business or occu_pation of providing any of the seances described under a, above. D. Mobile Equipment . Section C. Who Is An Insured is amended 'to include any. person driving "mobile equipment" with your permission. E. Blanket Additional Insured (Ownersi Contractors Or Lessors) 1. Section C. Who Is An Insured is amended to include as, insured any person or organization whom you are required to: name as:an additional insured 'oh this, policy under a written contract or written agreement. The written contract :or agreement must be: . a. Currently in effect or becoming effective during the term of this policy; and b. Executed prior to the 'bodily injury "property damage", or"personal andadvertising injury", 2. The insurance afforded to the`additional insured is limited as follows:- a. The person or organization is only an additional insured with respect toliability arising out of: (1) Real property; as described in .a written .contract -or written agreement, you own, rent, lease, maintain or occupy; 'and ;(2) Caused in whole or in part by your ongoing operations performed 'for that insured, -b: The Limit of Insurance: :applicable to the additional insured are. :those specified in the written contract or written agreement or'the limits available under this policy, as stated in the Declara- tions, whichever are less, Theselimits areinclusive of and not in addition to the Limit of Insurance. available under this policy. c. The insurance,'affordedto the additional insured does not'apply'to: (1) Liability arising out'of the.sole 'negligence of the-additional insured; (2) 'Bodily injury", "property damage", "personal and advertising injury', or defense coverage under the 'Supplementary . Payments section of the policy arising out of .an.architect's, en- .gineer's or surveyor's rendering of or failure to, render any,professional services including:' © 2016 Liberty Mutual'Insurance BP 79 96 09 16 includescopyrighted material of insurance Services Office;Inc.,with its permission.; Page 2'of-4 • (a). The preparing or approving of maps, ,shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (b) .Supervisory, inspection, architectural or engineering :activities; (3) Any•"occurrence" that.takes place after you cease to be atenant in the premises described in the Declarations; or (4) Structural alterations, new:construction or demolition operations performed by or for the person or organization designated in the Declarations: 3. Any coverage provided, hereunder shall be'excess Over any other valid and collectible 'insurance avail- able to the additional insured whether primary; excess; ;contingent or on any other basis unless a contract specifically requires that this insurance be 'primary or you request that it apply on a,primary basis. F. NewlyFormed Or Acquired Organizations The following is added to Section C.Who Is An Insured: ' Any business entity acquired by you .or incorporated or organized by you under the laws Of any individual state of the: United States of America over which you maintain majority ownership interest exceeding fifty percent. Such .acquired .or newly formed organization will qualify as a Named Insured if there is no similar insurance' available to that entity. However: 1. Coverage under this 'provision is afforded only until the 180th day after the entity was acquired or incorporated or organized by you or the end of the policy period,, Whichever is earlier; 2. Section A.1. BuslnessLlabllity does not apply to: a. "Bodily injury" or "property damage" that occurred before the entity was acquired or incorporated or organized by you; and ' b. "Personal and 'advertising injury" arising out Of an offense committed before the entity was ac- quired Or incorporated or"organized by you. 3. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown sap a Named Insured in the Declarations. G. Aggregate Limits The following is added to Paragraph D.4. Aggregate Limits Liability and Medical Expenses Limits. Of Insurance: 1. The Aggregate Limits apply separately to each of :the "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner: 1 The Aggregate Limits also apply separately to each of your'Projects away from premises owned by or rented to'you. • For thepurpose of this endorsement only, "location" means premises involving the same or connect-. ing lots, or premises whose connection is interrupted only by a.street, roadway, waterway or right- of-Way of a railroad. H. Duties In The Event Of Occurrence, Offense, Claim Or Suit 1. Paragraph E.2.a. Duties In The Event'Of Occurrence, Offense, Claim Or:Suit Liability And "Medical Expenses General Condition ,applies only when the "occurrence" is known to any insured listed in Paragraph C.1., Who Is An'Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or•claim. 2. Paragraph E.2.b. Duties in 'The Event Of Occurrence, Offense, Claim Or, Suit Liability And Medical Expenses General Condition will not be considered breathed unless the breach occurs after such claim or "suit" is known to any insured listed under Paragraph C.1..'Who Is'•An Insured or any."employee" authorized by you to give or receivenotice of an "occurrence" -or claim: O .201p Liberty Mutual Insurance ' BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,-1nc.,with its permission. Page,3 of 4 I. Section F. Liability And Medical Expenses Definitions is modified as follows: • ` 1. Paragraph F.3. is replaced by the following: 3. "Bodily Injury" means bodily injury, sickness, disease, or incidental medical malpractice injury sustained by a person, and includes mental anguish 'resulting from any of these; and including death resulting from any of these at any time. 2. Paragraph F.9. is replaced by the following: 9. "Insured contract" means: a. A'contract for a lease of premises. However, that portion of the contract for a lease of prem- -ises that indemnifies any person or organization for damage by fire to premises while rented toyou or temporarily occupied by you with permissionof the owner is not an 'insured contract"; b. A sidetrack agreement; c. Any easement Or license agreement, except in connection with, construction or demolition Immu operations on or within 50 feet of a railroad; d. An obligation, as required 'by ordinance, to indemnify a municipality; except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indem- nification of a Municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to, a third person or organization, provided the "bodily injury" or ''property damage" is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a contract or agreement shall only be considered an "insured contract" "to the extent your assumption of the tort liability is permitted by law. Tort liability means a liability that would be imposed by law ,in the absence.of any cbritract or-agreement: Paragraph f. does not include'that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" Or "property damage" arising out of.con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass Or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving; or failing to prepare ;or approve, maps, shop drawings, opin- ions, reports, surveys, field 'orders, change :orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability 'for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. 3. Paragraph F.14.b. Personal And-Advertising Injury is replaced by the following: b. Malicious prosecution or abuse of process; O 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4'of 4 u •1 BUSINESSOWNERS BP 14 88 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other 2. You have agreed in writing in a contract or Insurance of Section III — Common Policy agreement that this insurance would be Conditions and supersedes any provision to the primary and would not seek contribution from contrary: any other insurance available to the additional Primary And Noncontributory Insurance insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and BP 14 88 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1