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2023-109 PO 20240068- Ironclad Security LLC
Purchase Order WA ' 2024 Page: 1 of: 1 Fir Fiscal Year g B City of Ashland Ciw — _ ATTN: Accounts Payable Purchase Ashland,ai20240068 OR 97520 Order T Phone: 541/552-2010 0 Email: payable@ashland.or.us ✓ H C/O Facilities Maintenance Div EIRONCLAD SECURITY, LLC I 90 North Mountain Ave N 6050 CRATER LAKE AVE#B p Ashland, OR 97520 O CENTRAL POINT, OR 97502 Phone: 541/488-5358 R T Fax: 541/552-2304 O ii IS11 i Mnll 6_641S SitR=4 kl: ii _ _v n-'mol:`s4 EMui.ti.er _ -i _ David Arnold mrlats_arfreied_ _ 08/08/2023 2612 FOB ASHLAND OR/NET30 City Accounts Payable On-call Lock and Key Services 1 On-call Lock and Key Services 1.0 $5,000.00 $5,000.00 Goods and Services Agreement($35,000 or less) Completion date: 06/30/2024 Project Account *************** GL SUMMARY*************** . 088400-602400 . • $5,000.00 ' 1 7-11 tab By: V1 Date: c4 10 1 tAl5+ . Authorized Signatu = 8i .5 000.00 FORM #3 ,e ., CITY OF A request for Purchase Order ASHLAND ' REQUISITION �� ,0�. , ,p6 �- of request: 7/24/2023 required date for delivery: / Vendor Name Ironclad Security Address,City,State,Zip 6050 Crater Lake Avenue#B, Central Point. OR 97502 Contact Name&Telephone Number Jason McCauley 541-841-0395 jasonme.ironclad-security.com Email address SOURCING METHOD ' O Exempt from Competitive Bidding 0 Invitation to Bid 0 Emergency ❑ Reason for exemption: Date approved by Council: 0 Form#13,Written findings and Authorization ❑ AMC 2.50 _(Attach.copy of council communication) 0 Written quote or proposal attached ❑ Written quote or proposal attached _(If council approval required,attach copy of CC) ® Small Procurement 0 Request for Proposal Cooperative Procurement • Not exceeding$5,000 . Date approved by Council: ❑ State of Oregon ® Direct Award _(Attach copy of council communication) Contract# ❑ Verbal/Written quote(s)or proposal(s) 0 Request for Qualifications(Public Works) 0• State of•Washington Date approved by Council: Contract# _(Attach copy of council communication) ❑ Other government agency contract Intermediate Procurement ❑ Sole Source Agency - GOODS&SERVICES 0 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 and solicitation attached ❑. Form#4,Personal Services$5K to$75K' Agency, PERSONAL SERVICES Date approved by Council: 0 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 0 Annual cost to City exceeds$25,000,Council O Form#4,Personal Services$5K to$75K 0 Written quote or proposal attached v approval required.(Attach copy of council communication) Date approved by Council: , Valid until: (Date) Description of SERVICES Total Cost Lock and key service for;:ply2,,,14 / $ 5,'000 00' Item # Quantity Unit Description of MATERIALS Unit Price Total Cost 1 $0 $0.00 $0 $0.00 • $0 $0.00 El Per attached quotelproposal TOTAL COST. Project Number:_ _ _ _ _-_ Account Number:088400-602400 ' $5;000 Q.O ; ,` *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 hard are and software purchases: IT Director Date Support-Yes/No By signing this requisi'on form,I certify that the City's public cont sting r:quirements have been satisfied. Employee: . Arty _ Department Hea t. • ` — -7-25. 2,3 • ` , • (Equa .•or greater than$5,000) --- Department Manager/S..ervisor: City Manager: (Greater than$35 000) • Funds appropriated for current fiscal year. YES NO t t Fi ansa Director-(Eq or greater than$5,000) , Comments: ' Form#3-Requisition • GOODS AND SERVICES AGREEMENT ($35,000 OR LESS) r PROVIDER: Ironclad Security CITY OF 0 PROVIDER'S ASHLAND CONTACT: 'Jason McCauley 20 East Main Street Ashland,Oregon 97520 ADDRESS: 6050 Crater Lake Avenue#B Telephone: 541/488-5587 Central Point,OR 97502 Fax: 541/488-6006 PHONE: 541-326-0990 This Goods and Services Agreement (hereinafter "Agreement") is entered-into by and between the City of. Ashland, an Oregon municipal corporation (hereinafter "City") and Ironclad Security, (a domestic/foreign business corporation) ("hereinafter"Provider"), for lock and key service. 1. PROVIDER'S OBLIGATIONS 1.1 Provide lock and key service for FY24 as set forth in the "SUPPORTING DOCUMENTS" attached hereto and,by this reference, incorporated herein. Provider expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING DOCUMENTS, and that no waiver or extension of such deadline may be authorized except in the[same manner as herein provided for authority to exceed the maximum compensation. The services defined and described in the "SUPPORTING DOCUMENTS"shall hereinafter be collectively'referred to as"Work." ' 1.2 Provider shall obtain and maintainduring 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, GeneralrLiability, including personal injury, contractual liability,and products/completed operations coverage; and •" Automobile Liability. • 1.2.2 Each policy of such insurance shall be on an "occurrence" and not a,"claims made" form, and shall: • Name as additional insured "the City of'Ashland, Oregon, its officers, agents and employees" with respect to claims arising out of the provision of Work under this Agreement; •.. ' Apply to each named and additional named insured asthough a separate policy had been issued to each,provided that the policy limits shall not beincreased thereby; • Apply as primary coverage for each additional named insured except to the extent that two or more such policies are intended to "layer" coverage and, taken together, they provide total coverage from the first dollar of liability; • Provider shall immediately notify the City of,any change in insurance coverage • Provider shallsupply an endorsement naming the City, its officers, employees arid 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 I of 6: Goods and Services Agreement between the City of Ashland and ironclad Security 1.3 Provider shall,at its own expense,maintain Worker's Compensation Insurance in compliance with ORS 656.017, which requires subject employers to provide workers' compensation coverage for all of its subject workers. 1.4 Provider agrees that no person shall, on.the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of this Agreement when employed by Provider. Provider agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.' Further, Provider agrees not to discriminate against a disadvantaged business enterprise,minority-owned business,woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 1.5 In all solicitations either by competitive bidding or negotiation made by Provider for work to be performed under a- subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under ' this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws. 1.6 Living Wage Requirements: If the amount of this Agreement is $25,335.05 or more, Provider is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage,as defined in that chapter, to all employees performing Work under this Agreement and.to any Subcontractor who performs 50% or more of the Work under this Agreement. Provider isalso required to post the notice attached hereto as"Exhibit A"predominantly in areas where it will be seen by all employees. 1.7 Assignment: Provider shall not assign this Agreement or subcontract any portion of the Work to be provided hereunder without the prior written consent of the City. Any attempted assignment or subcontract without written consent of the City shall be void. Provider shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them,and the approval by the City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and the City. 2. CITY'S OBLIGATIONS 2.1 City shall pay Provider the hourly rates effective 7/10/23 as specified in the SUPPORTING DOCUMENTS. 2.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of$5,000 (this is maximum, not to exceed amount of ENTIRE Agreement)without express, • written approval from the City official whose signature appears below, or such official's successor in office. Provider expressly acknowledges that no other person has authority to order or authorize additional Work which would`cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further acknowledges that any Work delivered or expenses incurred without authorization as provided herein is done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement. 3. GENERAL PROVISIONS 3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from Provider and is free to procure similar types of goods and services from other providers in its sole discretion. Page 2 of 6: Goods and Services.Agreement between the City of Ashland and Ironclad Security 3.2 Provider is an independent contractor and not an employee or agent of the City for any purpose. 3.3 Provider is not entitled to, and expressly waives all claims to City benefits such as health and disability insurance,paid leave, and retirement. I . 3.4 This Agreementembodies 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 writtenor oral. 3.5 This Agreement may be amended\only by written instrument executed with the same formalities as this Agreement. 3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. . 3.7 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon.. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue. j • 3.8 ' Provider shall defend,save,hold harmless and indemnify the.City and its officers,employees and agents from and against any and all claims, suits, actions, losses, damages, liabilities, costs,and expenses of any nature resulting_from, arising out of, or relating to the activities of Provider or its officers, employees,contractors,or agents under this Agreement. li 3.9 Neither party to this Agreement shall hold the other responsible for damages or delay in performance. caused by acts of God,strikes,lockouts,accidents,or other events beyond the controlof the other or the other's officers, employees or agents. . 3.10 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement. 3.11 Deliveries will be F.O.B destination. Provider shall pay all transportation and handling charges for the Goods. Provider is responsible and liable for loss or damage until final inspection and acceptance of the Goods by the City. Provider remains liable for latent defects,fraud,and warranties. 3.12 The City may inspect and test the Goods. The City may reject.non-conforming Goods and require Provider to correct them without charge or deliver them at a reduced price, as negotiated. If Provider does not cure any defects within a reasonable time, the City may reject the Goods and cancel this. 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). 3.13 Provider represents and warrants that the Goods are new, current, and fully warranted by the manufacturer. Delivered Goods will comply with SUPPORTING 'DOCUMENTS and be free from defects in labor, material and manufacture. Provider shall transfer all warranties to the City. Page 3 of 6: Goods and Services Agreement between the City of Ashland and Ironclad Security • 4. SUPPORTING DOCUMENTS 4.1 The following documents are, by this reference, expressly incorporated in this Agreement, and are collectively referred to in this Agreement as the"SUPPORTING DOCUMENTS:" • The Provider's complete written.Rate Sheet dated July 10, 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 Provider is in default of this Agreement, City may, at its option,.pursue any or all of the remedies available to it under this Agreement and at law or in equity, including,but not limited to: 5.1.1 Termination of this Agreement; 5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively; 5.1.3 Initiation of an action or proceeding for damages, specific performance, .or declaratory or injunctive relief; 5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue any remedy or remedies singly,collectively, successively or in any order whatsoever. 5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Provider exceed the amount due, Provider shall pay immediately any excess to City upon written demand provided. 6. TERM AND TERMINATION . . • 6.1 Term This Agreement shall be effective from the date of execution on behalf of the City as set forth below (the "Effective Date"), and shall continue in full force and effect until June 30, 2024, unless sooner terminated as provided in Subsection 6.2. 6.2 Termination 6.2.1 The City and Provider may terminate this Agreement by mutual agreement at any time. 6.2.2 The City may,upon not less than thirty (30) days' prior written notice,terminate this Agreement for any reason deemed appropriate in its sole discretion. 6.2.3 Either party may terminate this Agreement, with cause,by not less than fourteen (14) days' prior written notice if the cause is not cured within that fourteen (14) day period after written notice. Such termination is in addition to and not in lieu of any other remedy at law or equity. 7. _NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery,by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the address set forth below: Page 4 of 6: Goods and Services Agreement between the City of Ashland and Ironclad Security ' ti) If to the City: City of Ashland-Facilities Maintenance Department Attn: David Arnold 20 E. Main Street Ashland,Oregon 97520 Phone: (541)552-2292. With a copy to: • City of Ashland—Legal Department 20 E.Main Street ' Ashland,OR 97520 Phone: (541)488-5350 If to Provider: Ironclad Security Attn: Jason McCauley • . 6050 Crater Lake Ave, Suite B Central Point, OR 97502 541-326-0990 8. WAIVER OF BREACH i'•. 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. i 9. PROVIDER'S COMPLIANCE WITH TAX LAWS 9.1 Provider represents and warrants to the City that: 9.1.1 Provider shall, throughout the term.of this Agreement, including any extensions hereof, comply with: , - (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316,317, and 318; . • (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of , the foregoing tax laws or provisions. 9.1.2 Provider, for a period of no fewer than six (6)calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317,and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules,regulations,charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.2 Provider's failure to comply with the tax laws of the State,of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute,a material breach sof this Agreement. Further, any violation of Provider's warranty, as set forth in this Article 9, shall constitute a material breach of this Agreement. Any material breach of this Agreement shall entitle the City to terminate this Agreement and to seek damages and any other relief available under this Agreement,at law,or in equity. Page 5 of 6: Goods and Services Agreement between the City of Ashland and Ironclad Security IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. • CITY OF ASHLAND: Ironclad S rity(PROVIDER): By: AMITIWt By: (;41122b Signature 3-4 Sovt VAC-64.0 le) Printed Nbmc Printed Name Title Title zs. 7/11/23 Date Date is to be submitted with this signed Agreement) Purchase Order No. • Page 6 of 6: Goods and Services Agreement between the City,of Ashland and Ironclad Security IRONCLAD SECURITY TYPICAL LABOR RATES 7/10/2023 Business Hours: Monday— Friday 7:00am — 5:00pm Onsite - $125/hour Remote Computer Tech Support - $80/hour Basic Phone Support— No Charge Advanced Phone Support - $60/hour 24/7 Support Available. After hours and Saturday will be charged at 1.5 times Business Hours rates. Sundays and holidays will be charged at 2 times Business Hours rates. Sincerely, G Jason McCauley Ironclad Security Manager V G IROIVCLR7 6050 Crater Lake Ave. Suite B PHONE 541-841-0395 . 11415ECUR 1 T u Central Point,OR 97502 EMAIL info@ironclad-security.com. WEBSITE www.ironclad-security.com A9® CERTIFICATE OF LIABILITY INSURANCE- DATE(MMIDDIYYYY), 07/19/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS . CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR'ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). ' • PRODUCER . CONTACT • ,Mark Blore PHONE Insurance Agency PHO : FAX PO Box 1240 - (AIC.No.Extl: (541) 779-4232 (A/C,No):(541) 772-3963 E-MAIL 'mblore@hartinsurance.com Grants Pass OR 97528 ADDRESS: , INSURER(S)AFFORDING COVERAGE • NAIC# INSURER A:Cincinnati Indemnity Company 23280 INSURED INSURER B:SAIF Corporation • ' 36196 Ironclad Security LLC INSURER C: 6050 Crater Lake Ave Ste-B • INSURERD: ' • Central Point OR 97502 INSURERE: . INSURER F: COVERAGES MB CERTIFICATE NUMBER:'cert ID 25675 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. INSRLTYPE OF INSURANCE ADDL SUER, POLICY EFF POLICY EXP INSD WVD POLICY NUMBER (MM/DDIYYYY) (MM/DD/YYYY) LIMITS A I X COMMERCIALGENERALLIABILITY - EACH OCCURRENCE '$ 1,000,000 RENTED CLAIMS-MADE X OCCUR , Y ECP 0407678 - 10/12/202210/12/2025 PREMSESO(Eaoccurrnce) $ 1,000,000 . MED EXP(Any one person) $ 10,000 ' PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: . ' GENERAL AGGREGATE $ 2,000,000 X -POLICY PRO JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: i $ • AUTOMOBILE LIABILITY (Ea accident) COMBINED SINGLE LIMIT $ 1,000;000 ' A I ANY AUTO Y ECP 0407678 10/12/202210/12/2023 BODILY INJURY(Per person) $ X OWNED SCHEDULED BODILY INJURY(Per.accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED I PROPERTY DAMAGE X % AUTOS ONLY AUTOS ONLY - I (Per accident) $ $ A X UMBRELLALIAB X OCCUR ECP 0407678 - 10/12}2022 10/12/2025 EACH OCCURRENCE $ 2,000,000 EXCESS LIAR CLAIMS-MADE I AGGREGATE $ 2,000,000 DED RETENTION$ i $ • B WORKERSNDEMPLOYERTIONS' Y/N 866221 10/01/2022 10/01/2023 X PER ERH AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE N/A EL.EACH ACCIDENT $ ` 1,000,000 • OFFICER/MEMBEREXCLUDED? . (Mandatory in NH) • E.L.DISEASE-EA EMPLOYEE $ 1,000,-000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below ' E.L.DISEASE'-POLICY LIMIT $ , $ . $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Ashland, Its officers, agents and employees are listed as additional insured when required by written contract with respects togeneralliability per forms GA472 & AA288. 1 CERTIFICATE HOLDER CANCELLATION nicole.graham@ashland.or.us ' 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 AUTHORIZED REPRESENTATIVE ' Ashland OR 97520 ' • • ' '©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1 • 2. SECTION V -DEFINITIONS is amended P. Unintentional Failure to Disclose Hazards by adding the following, but only for the. SECTION IV - BUSINESS AUTO CONDI- purposes of this Loan or Lease Gap Coverage: TIONS, B. General Conditions, 2. Conceal- ment, Misrepresentation or Fraud is 'Total loss" means a "loss" in which the amended by adding the following: cost of repairs plus the salvage value ex- ceeds xceeds the actual cash value. However, if you unintentionally fail to disclose any hazards existing on the effective date of N. Glass.Repair-Waiver of Deductible .• this Coverage Form, we will not deny cover-. SECTION III - PHYSICAL DAMAGE COV- age under.this Coverage Form because of ERAGE, D.Deductible is amended by adding such failure. the following: Q. Mental Anguish Resulting from Bodily Inju- No deductible applies to glass damage if the ry glass is repaired in a manner acceptable to us SECTION V-DEFINITIONS, C."Bodily inju- rather than replaced. Ty" is deleted in its entirety and replaced by the following: O. Duties in the Event of an Accident, Claim, Suit or Loss-Amended "Bodily injury"means bodily injury,sickness or IV - BUSINESS AUTO CONDI- disease sustained by a person,including men- SECTIONTIONS,A. Loss Conditions, 2. Duties in the tal anguish and death sustained by the same person that results from such bodily injury, Event of Accident,Claim,Suit or Loss,a.is sickness or disease.. "Bodily injury" does not amended by adding the following: include mental anguish or death that does not This condition applies only when the "acci- - result from bodily injury, sickness or disease. dent"or'loss"is known to: R. Coverage for Certain Operations in Con- 1. You, if you are an individual; nection with Railroads 2. A partner, if you are a partnership; With respect to the use of a covered "auto" in operations for or affecting a railroad: 3. An executive officer or insurance manag- er, if you are a corporation; or 1. SECTION V - DEFINITIONS, H. "Insured contract", 1.c.is deleted in its entirety and 4. A member or manager, if you are a lim- replaced by the following: ited liability company. c. An easement or license agreement; • 2. •SECTION V - DEFINITIONS, H. "Insured contract", 2.a.is deleted. • • • • • Includes copyrighted material of ISO AA 288 06 20 Properties, Inc.,with its permission. Page 4 of 4 4. Subject to the above limit,deductible,and K. "Transportation Expense-Higher Limits excess provisions we will provide cover- age over- SECTION III - PHYSICAL DAMAGE COV- cable toal anyttheo covbroered est coverage o n in- ERAGE, A. Coverage, 4. Coverage Exten- suredcable covered "auto" you own in- under this policy. sions is amended by replacing $20 per day with $50 per day, and $600 maximum with Coverage includes loss of use of that hired au- $1,500 maximum in Extension a. Transpor- to, provided it results from an "accident" for tation Expenses. which you are legally liable and as a result of which a monetary loss is sustained by the L. Airbag Coverage • leasing or rental concern. The most we will ;SECTION III - PHYSICAL DAMAGE COV- pay for any one"accident"is$3,000. ERAGE, B. Exclusions, 3.a. is amended by If a limit for Hired Auto - Physical Damage is adding the following: shown in the Schedule, then that limit replac- However, the mechanical and electrical es, and is not added to, the $50,000 limit indi- breakdown portion of this exclusion does not cated above and the deductibles shown in the apply to the accidental discharge of an airbag. Schedule are applicable. This coverage for airbags is excess over any J. Rental Reimbursement other collectible insurance or warranty. SECTION III - PHYSICAL DAMAGE COV- M. Loan or Lease Gap Coverage ERAGE is amended by adding the following: ' 1. SECTION III - PHYSICAL DAMAGE 1. We will pay for rental reimbursement ex- COVERAGE, C. Limit of Insurance is penses incurred by you for the rental, of deleted in its entirety and replaced by the an"auto"because of a loss"to a covered . following, but only for private passenger "auto". Payment applies,in addition to the type"autos"with an original loan or lease, otherwise applicable amount of each coy- and only in the event of a "total loss"to erage you have on a covered "auto". No such a private passenger type"auto": deductible applies to this coverage. a. The most we will pay for"loss"in any 2. We will pay only for those expenses in- one"accident"is the greater of: curred during the policy period beginning (1) The amount due under the terms 24 hours after.the "loss" and ending, re- of the lease or loan to which gardless of the policy's expiration, with your covered private passenger the. lesser of the following number of type"auto"is subject, but will not days: . . include: a. The number of days reasonably re- (a) Overdue lease or loan pay- quired to repair the covered "auto". If merits; "loss"is caused by theft,this number of days is added to the number of (b) Financial penalties imposed days it takes to locate the covered under the lease due to high "auto"and return it to you; or mileage, excessive use or b. 30 days. abnormal wear and tear; 3. Our payment is limited to the lesser of the (c) Security deposits not re- funded by the lessor; following amounts: a. Necessaryand actual expenses in- (d) Costs for extended warran- ties, Credit Life Insurance, curred; or Health, Accident or Disabil- b. $50 per day. ity Insurance purchased with the loan or lease; and 4. This coverage does not apply while there are spare or reserve "autos" available to (e) Carry-over ,balances from you for your operations. previous loans or leases, or 5. We will pay under this coverage only that (2) Actual cash value of the stolen amount of your rental reimbursement ex- , . or damaged property. penses which is not already provided for b. An adjustment for depreciation and under SECTION III - PHYSICAL DAM- physical condition will be made in de- AGE COVERAGE, A. Coverage, 4. termining actual cash value at the Coverage Extensions. time of"loss". Includes copyrighted material of ISO AA 288 06 20 Properties, Inc., with its'permission. Page 3 of 4 • However, any "auto" that is leased, a. Is effectiveon the date of acquisition hired, rented or borrowed with a driver or formation, and is afforded for 180 is not a covered"auto". days after such date; E. Audio, Visual and Data Electronic Equip- b. Does not apply to "bodily injury" or ment "property damage" resulting from an SECTION III - PHYSICAL DAMAGE COV- "accident" that occurred before you ERAGE, C: Limit of Insurance is amended acquired or formed the organization; by adding the following: c. 'Does not apply to any newly acquired 4. The most we will payfor all "loss" to au- or formed organization that is a joint venture or partnership;and dio, visual or data electronic equipment and any accessories used with this d. Does not apply to an.insuredunder equipment as a result of any one "acci- any other automobile liability policy or dent"is the lesser of would be an insured under such a policy but for the termination.of such a. The actual cash value ofthe dam- policy or the exhaustion of such poli- aged or stolen property as of the time cy's limits of insurance. of the"accident"; 3. Any of your "employees" while using a b. The cost of repairing or replacing the covered "auto" in your business or your damaged or stolen property with oth- personal affairs, provided you do not own, er property of like kind and quality; or hire or borrow that"auto". c. $2,500. G. Liability Coverage Extensions - Supple- Provided the equipment,at the time of the mentary Payments-Higher Limits "loss"is: SECTION II - LIABILITY COVERAGE, A. a. Permanently installed in or upon the Coverage, 2. Coverage Extensions, a. Sup- covered "auto" in a housing, opening plementary Payments is amended by: or other location that is not normally 1. Replacing the $2,000 Limit of Insurance used by the "auto" manufacturer for for bail bonds with$4,000 in(2); and ,the installation of such equipment; b. Removable from a permanently2. Replacing the $250 Limit of Insurance for in- reasonable expenses with$500 in(4). stalled housing unit as described in Paragraph 2.a.above; or H. Amended Fellow Employee Exclusion c. Anintegral part of such equipment. SECTION II—LIABILITY COVERAGE, B.F. Who is an Insured Amended Ex- clusions, 5. Fellow Employee is modified as follows: SECTION ll. - LIABILITY COVERAGE, A. Exclusion 5. Fellow Employee is deleted. Coverage, 1.Who is an Insured is amended by adding the following: I. Hired Auto-Physical Damage The following are"insureds": If hired "autos"are covered"autos"for Liability • Coverage, then Comprehensive and Collision 1. Any subsidiary which is a legally incorpo- . Physical Damage Coverages as provided un- rated entity of which you own a'financial der SECTION III - PHYSICAL DAMAGE interest of more than 50% of the voting COVERAGE of this Coverage Part are ex stock on the effective date of this cover- tended to "autos" you hire, subject'to the fol- age form. lowing: However, the insurance afforded by this 1. The most we will pay for "loss" to'any provision does not apply to any subsidiary hired "auto" is$50,000 or the actual cash that is an "insured" under any other au- value or cost to repair or replace, which- tomobile liability policy or would be an"in- ever is the least, minus a deductible. sured" under such policy but for termina- tion of such policy or the exhaustion of ' '2. The deductible will be equal to the largest such policy's limits of insurance. deductible applicable to any owned "auto" 2. Any organization that is newly acquired or for that coverage, or$1.,000,whichever is less. formed by you and over which you main- tain majority ownership. The insurance 3. Hired Auto - Physical Damage coverage provided by this provision: is excess over any other collectible insur- -ance. Includes copyrighted material of ISO AA 288 06 20 Properties, Inc.,with its permission. Page 2 of 4 1 1 1. r THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS ADDITIONAL INSURED.- AUTOMATIC STATUS AND AUTOMATIC WAIVER OF SUBROGATION WHEN REQUIRED IN WRITTEN CONTRACT, AGREEMENT, PERMIT OR AUTHORIZATION I. . This endorsement modifies insurance provided under the following: ' • COMMERCIAL GENERAL LIABILITY COVERAGE PART • A. Additional Insured - Owners, Lessees Or • cluded in the "products-completed Contractors - Automatic Status For Other , ; operations hazard", but only if: Parties When Required In Written Contract Or Agreement With You (1) The Coverage Part to which this endorsement is attached pro- 1. .Section II - Who_ Is .An .Insured is vides coverage for"bodily injury" amended to include as an additional in- ' or "property damage" included sured any person or organization you . within the "products-completed have agreed in writing in a contract or operations hazard"; and agreement to add as an additional in- sured on this Coverage Part..Such per- , (2) The ,written contract or written son(s) or organization(s) is an.additional agreement requires you to pro- ' insured only with respect to liability for: vide additional insured coverage included within the "products- a. "Bodily injury", "property damage" or completed operations hazard" "personal .and advertising injury" .. ' for that person or organization. caused, in whole or in part, by the performance of your ongoing opera- If the written contract or written tions by you or on your behalf, under agreement requires you to provide that written contract' or written . additional insured coverage.included agreement. Ongoing operations does within the "products-completed oper- not apply to "bodily injury"or"proper- ations hazard" for a specified length ty damage"occurring after: of time for that person or organiza- tion, the "bodily injury" or "property . (1) All work, including materials, damage" mustoccur,prior to the ex- parts xparts or equipment furnished in piration of that period,of time in order connection with such work, on for this insurance to apply. the project (other than service,, maintenance or repairs) to be If the written contract or written ' performed by or on behalf of the agreement requires you to provide additional insured(s) at the loca- additional insured coverage for a tion of the covered operations person or organization per only ISO has been completed; or • additional insured endorsement form i number CG 2010, without specifying (2) That portion of'your work"out of an edition date, and without specifi- cally the injury or damage anis- cally requiring additional insured es has been put to its intended ` coverage included within the "prod- use by any person or organiza- : ucts-completed operations hazard", tion other than another contrac- ;. this Paragraph b. does not apply to - tor or subcontractor engaged in that person or organization. , performing operations for a prin- cipal as a part of the same pro- 2. If the written contract or written agree- ject; and ment described in Paragraph 1. above specifically requires you to provide addi- b. "Bodily injury" or "property damage" . ' 'tional insured coverage to that person or caused, in whole or in part, by"your organization: work" performed 'under that written contract or written agreement and in- a. Arising out of.your ongoing opera- , . tions or arising out of"your work"; or Includes copyrighted:material of Insurance . GA 472 05 20 Services Office, Inc.,with its permission. i Page 1 of 3 1 b. By way of an edition of an ISO addi-. 2. With respect to the insurance afforded to • tional insured endorsement'that in- the additional insureds described in Para- cludes arising out of,your ongoing graph B.1., the following additional exclu- operations or arising out of 'your sions apply: work"; This insurance does not apply to: then the phrase caused, in whole or in pad, by in Paragraph A. .a.and/or Para- a. "Bodily injury", "property damage" or graph A.1.b.above, whichever applies, is "personal and advertising injury"aris- replaced by the,phrase arising out of. ing out of operations performed for the federal government, stateor mu- 3. With respect to the insurance afforded to nicipality; or the additional insureds described in Pam- graph A.1., the following additional exclu- b. "Bodily injury" or "property damage" sion applies: included within the "products- completed operations hazard." This insurance does not apply to "bodily injury", "property damage" or "personal C. The insurance afforded to additional insureds and advertising injury" arising out of the described in Paragraphs A.and B.:- rendering of, or the failure to render, any 1. Only applies to the extent permitted by professional architectural, engineering or law; and , surveying services, including: 2. Will not be broader than that which you a. The preparing, approving or failing to are required by the written contract, writ- prepare or approve, maps, shop '.ten agreement, written permit or written drawings, opinions, reports, surveys, authorization to provide for such addition . , field orders, change orders or draw- - al insured; and ings and specifications; or b. Supervisory; architectural ' 3. Does not apply to any person, organiza- engineering inspection,ptin. tion, state, governmental agency or sub- ordivision or political subdivision specifically This exclusion applies even if the claims named as an additional insured for the against any insured allege negligence or same'project in the schedule of an en- other wrongdoing in the supervision, hir- dorsement added to this Coverage Part. ing, employment,training or monitoring of D. With respect to the insurance afforded to the others by that insured, if the "occurrence" additional insureds described in Paragraphs. which caused the"bodily injury" or"prop- A.and B.,the following is added to Section III erty damage", orthe offense which -Limits Of Insurance: caused the"personal and advertising inju- ry", involved the rendering of, or the fail- The most we will. pay.on behalf of the addi- ure to render, any professional architec- tional insured is the amount of insurance: tural,engineering or surveying services 1. Required by the written contract, written 4. This Paragraph A.does not apply to addi- agreement, written permit or written au- tional insureds described in Paragraph B. thorization described.in Paragraphs A. B. Additional Insured -State Or Governmental and B. For the purpose of determining the Agencyrequired amount of insurance only,we will Or Subdivision Or Political Subdi- Urn- vision - Automatic Status When Required include tminimum amountany In Written Permits Or Authorizations brella e Liability or Excess Liability cover- , age required for that additional insured in 1. Section II -. Who Is An Insured is that written contract, written agreement, amended to include as an additional in- . written permit or written authorization; or sured any state or governmental agency 2. Available under the applicable limits of in- or subdivision or political subdivision you surance; have agreed in writing in a permit or au- thorization to add as an additional insured whichever is less. on this Coverage Part. Such state or gov- ernmental agency or subdivision or politi- This endorsement shall not increase the appli- cal subdivision is an additional insured cable limits of insurance. only with'respect to operations performed E. Section IV - Commercial General Liability by you or on your behalf for which the Conditions is amended to add the following: state or governmental agency or subdivi- sion or political subdivision has issued, in Automatic Additional Insured Provision writing, a permit or authorization. Includes copyrighted material of Insurance GA 472 05"20 , Services Office, Inc., with its permission. Page 2 of 3 This insurance applies only if the "bodily inju- scribed in Paragraph.A. or B.that this in ry" or "property damage" occurs, or the "per- surance would be primary to any other in- sonal and advertising injury' offense is corn- surance available to the additional in- mitted: sured. 1. During the policy period; and 'As used in this endorsement, wrap-up insur- uent toyour execution of the writ- ance means a centralized insurance program 2. Subsequent under which one party has secured either in- ten contract or written agreement, or the i surance or self-insurance covering some or all issuance of a written permit or written au- of the contractors or subcontractors perform- thorization, described in Paragraphs A. ing work on one or more specific project(s). and B. the following ;Primary And Noncontributory Insurance F. Except when G.below applies, isWhen Required 'By .Written Contract, added to Section IV - Commercial General ;Agreement, Pemiit Or Authorization Liability Conditions, Other Insurance, and supersedes any provision to the contrary: 'Eiccepfwhen wrap-up insurance applies to the claim or "suit" on behalf of the additional in- When Other Additional Insured.Coverage sured, this insurance is primary to-and will not Applies On An Excess Basis seek contribution from any other insurance This insurance is primary to other insurance I available to the additional insured described in available to the additional insured described in • Paragraphs A.and.B.provided that: Paragraphs A.and B.except: 1. The additional insured is a Named In- 1. .As otherwise provided in Section IV = sured under such other insurance; and Commercial General Liability Condi- ;2. You have agreed in writing in a contract, tions; Other Insurance, b. Excess In- 1 agreement, permit or authorization de- • surance; or scribed in Paragraph A. or B.that this in • - 2. For any other valid and collectible insur- surance would be primary and would not ance available to the additional insured as seek contribution from any other insur- -- an additional insured on another insur- ance available to the additional insured. ance policy that is written on an: excess As used in this endorsement, wrap-up insur- basis. In such case,this insurance is also 1 ance means a centralized insurance program excess. ' under which onertY-a has secured either in- G. The following is added to Section IV -Com- surance or self-insurance covering some or all mercial General Liability Conditions, Other , of the contractors or subcontractors perform- Insurance, and supersedes any provision to ' ing work on one or more specific project(s). the contrary: . H. Section IV - Commercial General Liability Primary Insurance When Required By Writ- Conditions, Transfer Of Rights Of Recov- ten Contract, Agreement, Permit Or Au ell,Against Others To Us is amended by the thorization addition of the following: • Except when wrap-up insurance applies to the Waiver of Subrogation.. claim or "suit' on behalf of the additional in- :We waive any right of recovery against any , sured, this insurance is primary to any other • additional insured under this endorsement, insurance available to the additional insured' because of any payment we make under this described'in Paragraphs A. and B. provided endorsement, to whom the insured has that: ;waived its right of recovery in a written con- 1. The additional insured is a 'Named In- ?tract, written agreement, written permit or writ- sured under such other insurance; and ten authorization. Such waiver by us applies ' only to the extent that the insured has waived _2. You have agreed in writing in a contract, its right of recovery against such additional in- agreement, permit, or authorization de- ' sured prior to loss. Includes copyrighted material of Insurance GA 472 05 20 , Services Office, Inc.,with its permission. Page 3 of 3 i r : THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. • CinciPlus® BUSINESS AUTO XC+® •. (EXPANDED COVERAGE PLUS) ENDORSEMENT • This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to the coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement. A. Blanket Waiver of Subrogation This provision does not apply unless the valid SECTION IV - BUSINESS AUTO CONDI- written contract has been: *TIONS, A. Loss Conditions, 5. Transfer of 1. Executed prior to the accident causing Rights of Recovery Against Others to Us is "bodily injury"or"property damage"; and amended by the addition of the following: 2. Is still in force at the time of the"accident" We waiveany right of recovery we may have causing "bodily injury" or "property dam- • against any person or organization because of age". payments we make for 'bodily injury" or . D. Employee Hired Auto "property damage"arising out of the operation of a covered"auto"when you have assumed- -1. Changes in Liability.Coverage liability for such "bodilyinjury" or "property damage" under an "insured contract", provid- The.following is added to the SECTION II ed the "bodily injury"or"property damage"oc- ' - LIABILITY COVERAGE, A. Coverage, curs subsequent to the execution or the "in- 1.Who is an Insured: _ sured contract". An "employee" of yours is an "insured" B. Noncontributory Insurance while operating an "auto" hired or rented under ,a contract or agreement in that SECTION IV - BUSINESS AUTO CONDI- "employee's" name, with your permission, TIONS, B. General Conditions, 5. Other In- while performing duties related to the surance c. is deleted in its entirety and re- conduct of your business. placed by the following: c. Regardless of the provisions of Par- 2. Changes in General Conditions agraph a. above, this Coverage SECTION IV - BUSINESS AUTO CON- Form's Liability Coverage is primary DITIONS, B. General Conditions, 5. and we will not seek contribution Other Insurance is deleted in its entirety from'any other'insurance for any Iia- and replaced by the following: bility assumed under an "insured contract" that requires liability to be ) b. ,For Hired Auto Physical Damage assumed on a primary noncontributo- Coverage the following are deemed ry basis. to be covered"autos"you own: C. Additional Insured by Contract (1) Any covered "auto" you lease, hire, rent or borrow; and SECTION II LIABILITY COVERAGE, A. (2) Anycovered "auto" hired' or Coverage, 1.Who is an Insured is amended to include as an insured any person or organi- rented by your"employee"employee under zation for whom you have agreed in a valid a contract in that individual"em- written contract to provide insurance as af- ployee's" name, with your per- forded by this policy. mission, while performing duties 'related to the conduct of your This provision is limited to the scope of the business. valid written contract. Includes copyrighted material of ISO - AA 288 06 20 Properties, Inc., with its permission. Page 1 of 4