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HomeMy WebLinkAbout2022-119 PO 20220297- Control Systems NW LLC Purchase Order\ ,�WAIT CITY ORD _� Fiscal Year 2022 Page: 1 of: 1 B City of Ashland z`° tl Pli! 5 V! ATTN: Accounts Payable Purchase Q L Ashlanda�OR 97520 Order 20220297 T Phone: 541/552-2010 0 Email: payable@ashland.or.us • V CONTROL SYSTEMS NW LLC H C/O Public Works Department E 22722 29TH DRIVE SE I 51 VVinburn Way N STE 210 p Ashland, OR 97520 O BOTHELL, WA 98021 Phone: 541/488-5347 R Email: AP@RH2.COM T Fax: 541/488-6006 f j°els �g 6 gwi4;iimve � riotiC CIM es* fiNi ��£ 43 :4- -- as A#x?�slj Pi.n �.3�' ._.—_+._ - _—s?:s-ter.-...�_, �s �-z ."^•.—@' y g-�•— Fleury Scott F e IfifF8C1i�r` �1R3�T � HL�1 �'��—a [- is � f � lia 03/28/2022 4978 FOB ASHLAND OR/NET30 City Accounts Payable MEP _ e _, �---- �--Tri TAP Pump Replacement 1 TAP pump station pump removal/replacement including the 1.0 $23,538.00 $23,538.00 necessary electrical and control modifications. Personal Services Agreement(Less than $35,000.00) Completion date: 12731/2022 Project Account: ***************GL SUMMARY*************** 081800-704100 $23,538.00 I I 1 . • By: Date: 93/ ZO2— Auth'orized 23 538.00 Signature ag:F , i FORM #3 CITY OF A request for a Purchase Orta Y D ASHLAND REQUISITION / O Date of request: r 03/17/2022 i Required date for delivery: -__ 03/31/2022' Vendor Name Control Systems NW LLC Address,City,State,Zip 3553 Arrowhead Dr Ste 200 Medford,OR 97504 Contact Name&Telephone Number Eric Summers 541-218-5287 Email address esummers@controlsystemsnw.com SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Invitation to Bid ❑ Emergency ❑ Reason for exemption: Date approved by Council: ❑ 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 ❑ Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by Council: 0 State of Oregon ❑ Direct Award _(Attach copy of council communication) Contract# O Verbal/Written bid(s)or proposal(s) ❑ Request for Qualifications(Public Works) 0 State of Washington Date approved by Council: Contract# _(Attach copy of council communication) 0 Other government agency contract Intermediate Procurement 0 Sole Source Agency GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) Contract# Greater than$5,000 and less than$100,000 0 Written quote or proposal attached Intergovernmental Agreement O (3)Written bids&solicitation attached 0 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 O 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 El Form#4,Personal Services$5K to$75K 0 Written quote or proposal attached approval required.(Attach copy of council communication) Date approved by Council: Valid until: (Date) Description of SERVICES Total Cost TAP pumpstation pump removal/replacement including the necessary electrical and control modifications $ ,23-5,3f1.0,0' ; Item# Quantity Unit Description of MATERIALS Unit Price Total Cost • O Per attached quotelproposal 'TOTAL COST $ Project Number Account Number 0 8 1 8 0 0.7 0 4 1 0 0 Account Number - Account Number - *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No By signing this requisition form,I certify that the City's public contracting requirements have been satisfied. Employee: Department - ���= ZZ (Equal t.or greater than$5,000) Department Manager/Supervisor: _ City Mana er: (Equal to or greater than$35,000) Funds appropriated for current fiscal year: NO411, ,( t � � Finance Director (Equal to or greater than$5,000) Da Comments: Form#3-Requisition CITY OF FORM #4 ASHLAND DETERMINATIONS TO PROCURE PERSONAL SERVICES $5,000 to $75,000 To: Joseph Lessard,City Manager From: Scott Fleury,Public Works Director Date: March 17, 2022 Re: DETERMINATIONS TO PROCURE PERSONAL SERVICES In accordance with AMC 2.50.120(A), for personal services contracts greater than $5,000, but less than $75,000, the Department Head shall make findings that City personnel are not available to perform the services, and that the City does not have the personnel or resources to perform the services required under the proposed contract. Background The Public Works Department operates and maintains several complex potable water pump stations to provide water to our water system. The Talent,Ashland, Phoenix(TAP)Pump Station is in need of pump seal replacement requiring the use specialty equipment and training that City Staff does not have. Specifically a crane is required for pump removal/replacement as well as a control and electrical specialist to modem the electrical and control cabling as required Pursuant to AMC 2.50.120(A), has a reasonable inquiry been conducted as to the availability of City personnel to perform the services, and that the City does not have the personnel and resources to perform the services required under the proposed contract? The City of Ashland does not have the specialty equipment required for this project. City personnel do not have the knowledge or licensure required for the electrical/control work that is required for this project. 1110' _ Requested by: 4 Scott Fleury, Pub v, _ Date: 3/17/2022 Approved by: Date: (Enter name),City Manager Comments: Form#4-Department Head Determinations to Procure Personal Services,Page 1 of 1,3/17/2022 PERSONAL SERVICES AGREEMENT (LESS THAN $35,000.00) CONSULTANT: Control Systems NW,LLC CITY OF AS H LAN D CONSULTANT'S CONTACT: Eric Summers 20 East Main Street ADDRESS: 22722 29th Drive SE, Suite 210 Ashland,Oregon 97520 Bothell,WA 98021 Telephone: 541/488-5587 Fax: 541/488-6006 TELEPHONE: 425.951.5338 EMAIL: esummers@rh2.com This Personal Services Agreement(hereinafter"Agreement")is entered into by and between the City of Ashland,an Oregon municipal corporation(hereinafter"City")and Control Systems NW,LLC,a foreign limited liability company ("hereinafter"Consultant"),for the removal and reinstallation of(2)pumps at the TAP booster pump station. 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 12/31/2022. 2. Scope of Work: Consultant will provide all labor,materials,testing and equipment necessary for the removal and reinstallation of(2)pumps which is attached hereto as"Exhibit A"and incorporated herein by this reference. Consultant's services are collectively referred to herein as the"Work." 3. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other 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 exhibits or supporting documents. 4. All Costs Borne By Consultant: Consultant shall,at its own risk and expense,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. 5. Qualified Work: Consultant has represented,and by entering into this Agreement now represents,that all personnel assigned to the Work to be performed under this Agreement are fully qualified to perform the 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. Page 1 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CSNW. 6. Compensation: City shall pay Provider for its Work at the hourly rates as set forth in Exhibit"D"(CSNW 2020 SCHEDULE OF RATES AND CHARGES,which is attached hereto and incorporated herein by this reference,as full compensation for Provider'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$23,538(twenty-three thousand,five hundred and thirty-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 phase of the Work completed and accepted as of the date of termination. 7. Ownership of Work/Documents: All Work product or documents produced in furtherance of this Agreement belong to the City, and any copyright, patent,trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City.All reuse not occurring as part of this work shall be without liability to the Consultant. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is$22,002.43 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,subrogations, or other damages resulting from injury to any person(including injury resulting in death),or damage(including loss or destruction)to property, of whatsoever nature to the extent arising out of the negligent 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,subrogations, actions, costs,judgments,or other damages,caused solely by the negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. City's Convenience. This Agreement may be terminated by City at any time upon not less than 30 days' prior written notice delivered by certified mail or in person. c. For Cause. City may terminate or modify this Agreement,in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or Page 2 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CSNW. 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 services 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 termination.Further,upon termination, Consultant shall deliver to City all Agreement documents,information,works-in-progress and other property that are or would be deliverables had the Agreement been completed. City shall pay Consultant for Work performed prior to the termination date if such Work was performed in accordance with this Agreement. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers' compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Agreement. Consultant is a subject employer that will comply with ORS 656.017. 13. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them,and the approval by City of any assignment or subcontract of the Work shall not create any contractual relation between the assignee or subcontractor and City. 14. Default. The Consultant shall be in default of this Agreement if Consultant: commits any material breach or default of any covenant,warranty,certification, or obligation under the Agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency;makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Agreement; or attempts to assign rights in, or delegate duties under,this Agreement. 15. Insurance. Consultant shall,at its own expense,maintain the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017,which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. Professional Liability insurance with a combined single limit,or the equivalent,of not less than$2,000,000 (two million dollars)per claim. This is to cover any damages caused by error, omission or negligent acts related to the professional services to be provided under this Agreement. "Tail" coverage will be required at the completion of the Work under this Agreement for the remaining Term,for not less than twenty-four(24) Page 3 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CSNW. • months following completion of all Work,provided that the continuous"claims made"coverage has a retroactive date on or before the Effective Date of this Agreement. 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 cancellation,material change,reduction of limits or intent not to renew the insurance coverage(s)without 30 days' prior written notice from the Consultant or its insurer(s)to the City. f. Additional Insured/Certificates of Insurance. Consultant shall name the City of Ashland,Oregon, and its elected officials,officers and employees as Additional Insureds on any insurance policies, excluding Professional Liability and Workers' Compensation,required herein,but only with respect to Consultant's services to be provided under this Agreement. The consultant's insurance is primary and non-contributory.As evidence of the insurance coverages required by this Agreement,the Consultant shall furnish acceptable insurance certificates prior to commencing the Work under this Agreement. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested,complete copies of insurance policies;trust agreements, etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 16. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color,religion,creed, sex, marital status,familial status or domestic partnership,national origin,age,mental or physical disability,sexual orientation,gender identity or source of income,suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes,rules and regulations. Further, Consultant agrees not to 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 bya 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. Page 4 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CSNW. 18. Governing Law; Jurisdiction;Venue: This Agreement shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action,suit or proceeding(collectively, "the claim") between the City and the Consultant that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If,however,the claim must be brought in a federal forum,then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Consultant, by its signature hereon of its authorized representative, hereby consents to the in personam jurisdiction of said courts. 19. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. NO WAIVER,CONSENT,MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT,MODIFICATION OR CHANGE,IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS,AGREEMENTS,OR REPRESENTATIONS, ORAL OR WRITTEN,NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONSULTANT,BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE,HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT,UNDERSTANDS TT,AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 21. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement attributable to Work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion,to continue to make payments under this Agreement. In the event City has insufficient appropriations,limitations or other expenditure authority, City may terminate this Agreement without penalty or liability to City, effective upon the delivery of written notice to Consultant,with no further liability to Consultant. Page 5 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CSNW. 22. Certification. Consultant shall sign the certification attached hereto as"Exhibit C"and incorporated herein by this reference. CITY OF ASHLAND: CONTROL SYSTEMS NW LLC (CONSULTANT): -lir'MI6 By: Z_ 'ti"w' P.Ki , •l' eSignature 'men-. cvz_,x Richard L. Ballard Printed Name Printed Name qi-poz7 Director e Title 3/16/2022 Date Purchase Order No. e ` ''07-1 7 (W-9 is to be submitted with this signed Agreement)_ APPROVED AS TO FORM: 0 Assistant City Attorney 03/14/2022 Date Page 6 of 6: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND CSNW. • Exhibit A • 2/9/22 CONTROL SYSTEMS NW LLC 1j)'QC S N W3553 Arrowhead Dr.Ste.200,Medford,OR 97504 541.393.9930/controlsystemsnw.com/Tax ID#84-1772095 Control Systems Northwest OR CCB#228012/OR Electrical CCB#6491S S�b,4;e c/nw Enp e,dng . :' , ' ,Work Ortler CSNW will perform the outlined services on a time and materials basis in accordance with standard hourly rates and with CSNW Terms and Conditions. profect;Name TAP Booster Pump Statu n Pump Seal Modifications Client Name City of Ashland CSNW Project No. 0220XXX.00 Client Project No. CSNW Project Manager Eric Summers i Client Project Manager Kevin Caldwell Date Developed 2/3/2022 Project Location TAP Booster Pump Station,Ashland Expected Completion 6/1/2022 wt` _ :''' € .. . .,.- .a.-_ Description of,Work. '',"/!"`',751;"-7'"", : ... .. .,_ ="'",,;7, __--- ._.. Project to consist of coordination with City for site visits and commencement of work,removal of existing power and instrumentation conductors,installation of new power and instrumentation conductors,on- site operational testing,and one crane/lift equipment for removal of pumps for seal modifications. - '°' •,Assump . ,, tions =' Replacement of cabling to be contingent on existing cabling length after modifications. Crane to be scheduled for two days and is contingent on time requirements during seal modifications. ..' .�. . . :..' � r '' 'Fee Estimate . _,....a : _ . _._.... _ _ __.._.. .�..,...._ Description Total Hours Total Labor Total sub/Material Total Expense. Total Cost Task 1 Administrative Services 3 $ 413 $ - $ 10 $ 423 1.1 'Manage CSNW Team,Track Work Elements,and Prepare Monthly Invoices 3 $ 413 $ - $ 10 $ 423 Task 2 Electrical Modifications and Testing 30 $ 5,150 $ 11,431 1 $ 876 i $ 17,457 2.1 Provide coordination for electrical modifications with City 4 $ 748 $ - $ 42 $ 790 2.2 Provide procurement of replacement power and instrumentation cables for project 1 $ 187 $ - $ 5 $ 192 2.3 Provide removal of existing power and instrumentation cabling - $ - $ 2,208 $ - $ 2,208 2.4 Provide installation of new power and instrumentation cabling - $ - $ 8,533 $ - $ 8,533 2.5 Provide onsite testing of equipment after installation of new cabling 5 $ 935 $ 690 $ 47 $ 1,672 2.6 Provide vibratory testing pre and post City pump modifications 20 $ 3,280 $ - $ 782 1 $ 4,062 Task 3 Crane Support 3 $ 561 $ 5,060 $ 37 $ 5,658 3.1 Provide crane coordination and scheduling for site operation 3 $ 561 $ - $ 37 $ 598 3.2 Provide two days of crane operation for motor removal and City modification to pump seals - $ - $ 5,060 $ - $ 5,060 ., PROJECTTOTAL . ._ . I. . '3,6, .$; '6424.: $ ; 16,491 $ : :923, .5': :,1 23;538 By signing,Client verifies that the signing individual has the authority to enter into a contract with CSNW and authorizes CSNW to proceed with work.This Work Order is valid within 30 days of development as identified above. Control.Systems NW,LLC City of Ashland CCB#228012 Signature Signature Print Name/Title Print Name/Title Date Date 11CantrolSystemsNWlOperations\Data\COA\COAWF\0220XXX.00 TAP Beaver Pump Station Pump Seal Modifications\00 Contract\2022 COAWF TAP Booster Pump Station Pump Seal Mad cations.xlsx 2/9/2022 11:51 AM FXHTRTT R CITY OF ASHLAND, OREGON City of Ashland LIVING ALL employers described WAGE below must comply with City of Ashland laws regulating payment of a living wage. $15.96 per hour, effective June.30,;2021. FrA, The:Living Wage is adjusted annually every June 30by the Consumer Price Index.. Employees must be paid a portion of business of their of health care, retirement, living wage: employer, if the employer has 401K and IRS eligible ten or more employees,and cafeteria plans(including has received financial childcare)benefits to the For all hours worked under a assistance for the project or amount of wages received by business from the City of the employee. service contract between their Ashland in excess of employer and the City of $22,310.46. > Note: For temporary and Ashland if the contract part-time employees,the exceeds$22,310.46 or more. > If their employer is the City of Living Wage does not apply For all hours worked in a Ashland, including the Parks to the first 1040 hours worked and Recreation Department. in any calendar year. For month if the employee spends more details, please see 50%or more of the > In calculating the living wage, Ashland Municipal Code employee's time in that month employers may add the value Section 3.12.020. working on a project or For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520, or visit the City's website at www.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND EXHIBIT C CERTIFICATIONS/REPRESENTATIONS: Consultant,by and through its authorized representative,under penalty of perjury,certifies that(a)the number shown on the attached W-9 form is its correct taxpayer ID(or is waiting for the number to be issued to it and(b) Consultant is not subject to backup withholding because: (i) it is exempt from backup withholding,or(ii)it has not been notified by the Internal Revenue Service(IRS)that it is subject to backup withholding as a result of a failure to report all interest or dividends,or(iii)the IRS has notified it that it is no longer subject to backup withholding. Consultant further represents and warrants to City that: (a)it has the power and authority to enter into 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 local standards,and(d)Consultant is qualified,professionally competent,and duly licensed (if applicable)to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws,it is an independent contractor as defined in the Agreement,it is authorized to do business in the State of Oregon, and Consultant has checked four or more of the following criteria that apply to its business. X (1)Consultant carries out the work or services at a location separate from a private residence or is in a specific portion of a private residence,set aside as the location of the business. X (2)Commercial advertising or business cards or a trade association membership are purchased for the business. X (3)Telephone listing is used for the business separate from the personal residence listing. X (4)Labor or services are performed only pursuant to written contracts. X (5)Labor or services are performed for two or more different persons within a period of one year. (6) Consultant assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds,warranties,errors and omission(professional liability) insurance or liability insurance relating to the Work or services to be provided. 3/16/2022 Consultant Date , AR D® - , CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYI) 07/07/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER:THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. • IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(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 Jona Bolin • NAME: • Sammamish Insurance,Inc. PHONE (425)898-8780 FAX (425)836-2865 (A/C,No,Extk_ (A/C,No): _ 704 228th Ave NE,PMB 373 E-MAIL JonaBolin@msn.com ADDRESS: L INSURER(S)AFFORDING COVERAGE NAIC# Sammamish WA 98074. INSURERA: Ohio Security Insurance Company .24082 INSURED INSURER B: The Ohio Casualty Insurance Company 24074 Control Systems NW,LLC INSURER c: Continental Casualty Company 20443 dba RH2 Control Systems NW INSURER D: ' 22722 29th Dr.SE,Ste 210 INSURER E: Bothell WA 98021 INSURER F: COVERAGES CERTIFICATE NUMBER: CL217703789 . REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AODL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DDIYYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERALLIABIUTY • EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE n OCCUR DAMAGESORENTED 1,000,000 PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 15,000 A Y BLS59861156 07/10/2021 07/10/2022 PERSONAL&ADV INJURY $ 1;000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 • POLICY a PRO- n 2,000,000 JECT I LOC PRODUCTS-COMP/OPAGG $ OTHER: Stop Gap-WA $ 1,000,000 • AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea'accident) ANY AUTO BODILY INJURY(Per person) $ A OWNED . SCHEDULED Y BAS59861156 - 07/10/2021 07/10/2022 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XHIRED X NON-OWNED .PROPERTY DAMAGE $ . AUTOS ONLY AUTOS ONLY (Per accident) _ $ X UMBRELLA LIAB X OCCUR • EACH OCCURRENCE $ 2,000,000 B EXCESS LIAB CLAIMS MADE Y USO59861156 07/10/2021 07/10/2022 AGGREGATE $ 2,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITYYSTATUTE ER A ANY PROPRIETOR/PARTNER/EXECUTIVE ri NIA XWS59861156 07/10/2021 07/10/2022 E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) EL.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 500,000 DESCRIPTION OF OPERATIONS below - E.L.DISEASE-POLICY LIMIT $ ) Per Claim $2,000,000 C Professional Liability MCH591931734 07/12/2021 07/12/2022 Aggregate $2,000,000 Deductible $ 5,000 DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) The City of Ashland,Oregon and its officials officers and employees are named as additional insured.Coverage is Primary and Non-Contributory as respects General Liability,Automobile Liability and Umbrella Liability. 1 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ' THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Ashland ACCORDANCE WITH THE POLICY PROVISIONS. 20 East Main Street - . AUTHORIZED REPRESENTATIVE Ashland OR 97520 „-, 4 I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO AC 85 01 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 13 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 AMENDED FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE- BROADENED COVERAGE 11 GLASS REPAIR-WAIVER OF DEDUCTIBLE 17 HIRED AUTO COVERAGE TERRITORY 23 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 7 LOAN / LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 18 PERSONAL EFFECTS COVERAGE 12 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 9 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 14 PRIMARY AND NON-CONTRIBUTORY -WRITTEN CONTRACT OR WRITTEN AGREEMENT 24 RENTAL REIMBURSEMENT 10 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 8 TRAILERS - INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 20 WAIVER OF TRANSFER OF RIGHTS OF 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 II -LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.1. - Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claimto any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 2 of 7 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 7. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 8. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. @ 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 3 of 7 9. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of$50 per day and a maximum limit of $1,500. 10. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE,A. Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or"loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lessor vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 12.B. 11. EXTRA EXPENSE-BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 12. PERSONAL EFFECTS COVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE,A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V-DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 13. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 4 of 7 14. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: - Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 15. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 16. LOAN /LEASE GAP COVERAGE(Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a"Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 5 of 7 • C. SECTION V-DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 17. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 18. PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and , c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 19. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 6 of 7 21. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insureds" name and address; and (c) The names and addresses of any injured persons and witnesses. CD 11 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 within this endorsement. N SECTION SUBJECT A. Supplementary Payments Bail Bonds Loss Of Earnings B. Broadened Coverage For Damage 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 Insured Contract Personal And Advertising Injury Section II -Liability is amended as follows: A. Supplementary Payments Section A.1. Business Liability is modified as follows: 1. 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$3,000 limit. 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 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., g., h., k., I., m., n. and o. do not apply to "property damage". © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 4 . i 2. Paragraph D.2. Liability And Medical Expenses Limits Of Insurance is replaced by the 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- sional Services does not apply to "Incidental Medical Malpractice Injury" coverage. 2. With respect to this endorsement, the following is added to Section F. Liability And Medical Expenses Definitions: a. "Incidental Medical Malpractice Injury" means bodily injury arising out of the rendering of or failure to render, during the policy period, the following services: (1) Medical, surgical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith; or (2) The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. 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, Claim 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 occupation of providing any of the services 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 (Owners, Contractors Or Lessors) 1. Section C. Who Is An Insured is amended to include as an insured any person or organization whom you are required to name as an additional insured on 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 and advertising 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 to liability 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. These limits are inclusive of and not in addition to the Limit of Insurance available under this policy. c. The insurance afforded to 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 Includes copyrighted 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 a tenant 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. Newly Formed 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. Business Liability 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 as 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. F 2. The Aggregate Limits also apply separately to each of your projects away from premises owned by or rented to you. For the purpose 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 AnInsured 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 breached 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 receive notice of an "occurrence" or claim. © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 4 e. • • 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 to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition 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 contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnities 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; © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 4