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HomeMy WebLinkAbout2022-145 PO 20230077- Ironclad Security LLC a. Purchase Order /MS ✓ � f E Fiscal Year 2023 Page: 1 of: 1 B City of Ashland �I ATTN: Accounts Payable 20230077 20 E. Main Purchase Ashland, OR 97520 Order# T Phone: 541/552-2010 0 Email: payable@ashland.or.us V H C/O Facilities Maintenance Div E IRONCLAD 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 David Arnold S_.NMa_ 3u a j� F=� 1a.---6r'- T.4(igikt H =Gs i} 07/21/2022 2612 FOB ASHLAND OR/NET30 City Accounts Pa able lid On-call Card Reader Repair 1 Service Center Gate Card Reader Repair 1.0 $2,401.25 $2,401.25 Per attached proposal dated 07/14/2022 Goods and Services Agreement($35,000 or Less) . Completion date: 06/30/2023 Project Account: ***************GL SUMMARY*************** 088400-602400 $2,401.25 I I I • • • By: ,� Date: 1/l' Authorized Signature a,P = •.2 401.25 rFORIVI #3 CITY OF • ASHLAND A request for e Purchase Order REQUISITION Date of request: 7/15/2022 • • Required date for delivery: • Vendor Name Ironclad Security Address,City,State,Zip 6050 Crater Lake Avenue#B, Central Point, OR 97502 Contact Name pt Telephone Number Jason McCauley 541-841-0395 jasonmeironclad-security.com Email address 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) • ❑ 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) 0 Other government agency contract Intermediate Procurement • 0 Sole Source Agency GOODS&SERVICES 0 Applicable Form(#5,6,7 or 8) Contract# Greater than$5,000 and less than$100,000 ❑ 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: ❑ Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 i Valid until: (Date) Agreement approved by Legal and approved/signed by ❑ Less than$35,000,by direct appointment '0 Special Procurement City Administrator.AMC 2.50.070(4) O (3)Written proposals&solicitation attached ❑ Form#9,Request for Approval ❑ Annual cost to City exceeds$25,000,Council ❑ Form#4,Personal Services$5K to$75K ❑ ,Written quote or proposal attached approval required.(Attach copy of council communication) Date approved by Council: • Valid until: (Date) Description Of SERVICES Total Cost • Service Center card reader repair $2,401.25 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost • 1 • $0 ' $0.00 • $0 • $0.00 • • $0 • $0.00 • ❑ Per attached quotelproposal TOTAL COST • Project Number: .• -_ _ • Account Number: 088400-602400 $$0.00 *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 har ware and software purchases: I T•Director Date Support-Yes/No . By signing this requisitio edify that the City's public co ract' g requirements have been satisfied. Employee: Department Hea• / 7• %g•''In�2 V�� Equal too greater than$5,000) Department Manager/Supervisor: City Manager: (Greater than$35,000) Funds appropriated for current fiscal year: YES / NO Finance Director-(Equal to or greater than$5,000) Date Comments: • Form#3-Requisition • • • GOODS AND SERVICES AGREEMENT ($35,000 OR LESS) • PROVIDER: Ironclad Security CITY OF PROVIDER'S • • • AS H LAN D - 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: 541-841-0395 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 repair of card reader. 1. PROVIDER'S OBLIGATIONS 1.1 Provide repair of Service Center card reader 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 maintain during the term of this Agreement and until City's final acceptance • of all Work received hereunder,a policy or policies of liability insurance including commercialgeneral liability insurance with a combined single limit, or the equivalent; of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury and Property Damage. 1.2.1 The insurance required in this Article shall•'include the following coverages: • Comprehensive General or Commercial General Liability, including personal injury, contractual liability,and products/completed operations coverage; and • Automobile Liability. 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 as though a separate policy had been issued to each,provided that the policy limits shall not be increased thereby; • Apply as primary coverage for each additional'named insured except to the extent that two or more such policies are intended to "layer" coverage and, taken together, they provide total coverage from the first dollar of liability; • Provider shall immediately notify the City of any change in insurance coverage • Provider shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Dateof 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 . • r • • 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 $22,310.46•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 is also 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 priorwritten 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 7/14/2022 as specified in the SUPPORTING DOCUMENTS. ' 2.2 In no event shall Provider's total ofall compensation and reimbursement under this Agreement exceed the sum of$2,401.25(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 anyauthorization 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. Cityy 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. • 3.4 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof. It supersedes all prior agreements,negotiations,and representations between the parties, • whether written or oral. . . • 3.5 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 asto effectuate this choice of venue. 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. • 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 control of 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 liablefor 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 warrantedby 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 Proposal dated July 14, 2022. 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 expensesrelatedto 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, 2023, 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: If to the City: • Page 4 of 6: Goods and Services Agreement between the City of Ashland and Ironclad Sccurity • 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 • 541-841-0395 8. WAIVER OF BREACH One or more waivers or failures to object by either party to the other's breach of any provision,term,condition, or covenant contained in this Agreement shall not-be construed as a waiver of any subsequent breach,whether or not of the same nature. 9. 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 politicalsubdivision 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 of 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 I 1 • 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. V CITY OF ASHLAND: Ironclad S• ' ry, (PR 7. R): By: . l By: Signature St{AT oe 3—et,50K.01,c-CQd f Printed Name • V Printed Name • i" - p orbs ic_ woQ s Ota wirt, . "?('6SAG..1- Title Title . ,�. 262? Date Date Date (W-9 is to be submitted with this signed Agreement) Purchase Order No. 0 7 7 l • • • • Page 6 of 6: Goods and Services Agreement between the City of Ashland and ironclad Security r , 11444 ity 6050 C antes akerA e,#B Proposal IIzUNCLfl Central Point, OR 97502 ° Oregon CCB#212437 Proposal Date: 7/14/2022 Proposal #: 22-093 Ship To: Project: City of Ashland Service Center Dave Arnold 90 N. Mountain Ave. P.O. Number: Ashland, OR 97520 Qty. Description Service Center Gate 1 Schlage WRI400 Wireless Reader Interface 1 Schlage PIM400-TD2 Onsite Installation Labor Description of Work: • Replace failing wireless devices for the gate operator on the Mountain Ave entrance. Replace PIM on the building and WRI at the gate. Link devices and test system for operation. x t.`t Please let me know if you would like to proceed. Have a great day!I Total d Ask us about our fiinancing_olptijoas!1., SiGptAfURE ff.t Phone# ''540-=;t .,3)fG) _Or el d' e3cuelity coif ogigeDE-]C egnelffj e '4` �,y y�f, � # adz (( t • ✓ y "T ' -,,,yt . j5`yV sFri' - rt r sS a i A;.9ls { CI,, ... )iJ t •+ tC'3 _, yi xck', �gmr• � ,ts+,t�`%-{p x t -.4��'= ^+"i"I,i y • � C.p ,} ,,,r y,y F F,5" "'��! y<"is{..ms ,t.t�F te C+Y t *' 'z t . • • / . '_.-----"""'IN IRONSEC-02 LVASUPALLI 4 RO° • CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) `..------- 4/28/2022 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 NAME: Hub International Northwest LLC PHONE FAX 340 NW 5th Street • (NC,No,Eat):(541)757-1321 I (A/C,No):(541)757-1328 Corvallis,OR 97330 - • E-MAIL • INSURER(S)AFFORDING COVERAGE NAIC# . INSURER A:Cincinnati Indemnity Company 23280 INSURED • INSURER B:SAIF Corporation Ironclad Security LLC INSURER C: '6050 Crater Lake Ave Ste B INSURER D: Central Point,OR 97502-9504 INSURER E: ' INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED,OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, ' EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INED WVD IMMIDDIYYYY) IMMIDDIYYYYI A X COMMERCIAL GENERAL LIABILITYEACH OCCURRENCE $• 1,000,000 CLAIMS-MADE X OCCUR ECP 0407678 10/12/2021 10/12/2022 DAMAGETORENTED 1,000,000 X PREMISES(Ea occurrence) $ 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 JECT LOC • PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER:General Aggregate . . . $ A AUTOMOBILE LIABILITYCOMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ ANY AUTO _ • X EBA 0407678 10/12/2021 10/12/2022 BODILY INJURY(Per person) $ • X AOUTOS ONLY AUTOSULED • BODILY INJURY(Per accident) $ X HIRED X NON-OWNED PROPERTY DAMAGE _ AUTOS ONLY — AUTOS ONLY (Per accident) $ $ A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE , ECP 0407678 10/12/2021 10/12/2022 AGGREGATE $ 2,000,000 DED RETENTION$ $ • •B WORKERS COMPENSATION PER STH AND EMPLOYERS'LIABILITY R YIN 866221 • 10/1/2021 10/1/2022 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVEE.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (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) , Re:Goods and Services Agreement • The City of Ashland its officers,agents and employees are listed as Additional Insured as respects to general liability per form GA 472 09 18&Auto per form AA288 0620 • • CERTIFICATE HOLDER • CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Ashland • THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 90 N Mountain Ave ' Ashland,OR 97520-2014 . • AUTHORIZED REPRESENTATIVE $iui 4 . ACORD 25(2016/03) • ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD • 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. • 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" must occur prior to the ex- parts 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 Iota- additional insured coverage for a tion of the covered operations person or organization per only ISO has been completed; or additional insured endorsement form number CG 20 10, without specifying (2) That portion of'your work"out of an edition date, and without specifi- . which the injury or damage aris- 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 0918 ,Services Office, Inc.,with its permission. Page 1 of 3 • , . 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- dudes 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 part, by in Paragraph A.1.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, state or mu- 3. With respect to the insurance afforded to nicipality; or the additional insureds described in Para- • 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: a. The preparing, approving or failing to 2. Will not be broader than that which you 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 3. Does not apply to any person, organiza- . Supervisory, inspection, architectural tion, state, governmental agency or sub- or engineering activities. . division 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", or the 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: . tura!,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. or. • Agency Or Subdivision Or Political Subdi- 2. Available under the applicable Limits of vision - Automatic Status When Required Insurance shown in the Declarations; In Written Permits Or Authorizations / whichever is less. 1. Section II Who Is An Insured is amended to include as an additional in- This endorsement shall not increase the appli- sured any state or governmental agency cable Limits of Insurance shown in the Decla- or subdivision or political subdivision you -rations.. have agreed in writing in a contract, E. Section IV Commercial General Liability agreement, permit or authorization to add Conditions is amended to add the following: ' as an additional insured on this Coverage Part. Such state or governmental agency Automatic Additional Insured Provision or subdivision or political subdivision is an additional insured only with,respect to op- This insurance applies only if the "bodily inju- erations performed by you or on your be- ry" or "property damage" occurs, or the "per- half for which the state or governmental sonal and advertising injury' offense is corn- agency or subdivision or political subdivi- , mitted: , sion issued, in writing, a contract,-agree- 1. During the policy period; and ment, permit or authorization. • Includes copyrighted material of Insurance GA 472 0918 Services Office, Inc.,with its permission. Page 2 of 3 2. Subsequent to your'execution of the writ- As used.in this endorsement, wrap-up insur- ten contract or written agreement, or the ance means any insurance provided by a con- issuance of a written permit or written au- solidated (wrap-up) insurance program. thorization, described in Paragraphs A. andnd B. Primary And Noncontributory Insurance When Required By Written Contract, F. Except when G.below applies,the following is Agreement, Permit Or Authorization added to Section IV - Commercial General • Liability Conditions, 5.,.Other Insurance, Except when wrap-up insurance applies to the and supersedes any provision to the contrary: claim or "suit' on behalf of the additional. in- sured, this insurance is primary to and will not When Other Additional Insured Coverage seek contribution from any other insurance Applies On An Excess Basis 'available to the additional insured described in •Paragraphs A.and B.provided that: This insurance is primary to other insurance available to the additional insured described in 1. The additional insured is a Named In- . Paragraphs A.and B.except: sured under such other insurance; and • 1. As otherwise provided in Section IV - • 2. You have agreed in writing in a contract, Commercial General Liability Condi- • agreement, permit or authorization de- tions, 5.Other Insurance, b. Excess In- scribed in Paragraph A. or B.that this in- surance; or surance would be primary and would not 2. For any other valid and collectible insur- seek contribution from any. other insur- ance available to the additional insured as ance available to the additional insured. an additional insured by attachment of an As used in this endorsement, wrap-up insur- endorsement to another insurance policy ance means any insurance provided by a con-. • that is written on an excess basis. In such , solidated(wrap-up) insurance program. case, this insurance is also excess. H. Section IV - Commercial General Liability G. The following is added to Section IV -Corn- Conditions, 9. Transfer Of Rights Of Re- mercial General Liability Conditions, 5. covery Against Others To Us is amended by ' Other Insurance, and supersedes any provi- the addition of the following: sion to the.contrary: We waive any right of recovery we may have Primary Insurance When Required By Writ-, against any additional insured under this en- ten Contract, Agreement, Permit Or Au- dorsement against whom you have agreed to thorization • waive such right of recovery in a written con- tract, written agreement,written permit or writ- • Except wrap-up insurance applies to the ten authorization because of payments we claim or "suit' on behalf of the additional in- make for injury or damage arising out of your sured, this insurance is primary to any other ongoing operations or'your work"done under insurance available to the additional insured a written contract, written agreement, written described in Paragraphs A. and B. provided permit or written authorization. However,"our that: rights may only be waived-prior to the"occur- 1. The additional insured is a Named In- rence" giving rise to the injury or•damagefor. sured under such other insurance; and which we make payment under this Coverage Part. The insured must do nothing after a loss 2. You have agreed in writing in a contract, to impair our rights.At our request,the insured agreement, permit or authorization de- will bring "suit" or transfer those rights to us scribed in Paragraph A. or B.that this'in- and help us enforce those rights. surance would be primary to any other in- , surance available to the additional in- sured. " • Includes copyrighted material of Insurance GA 472 0918 Services Office, Inc.,with its permission. • Page 3 of 3 • • 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 waive any 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 "property damage"arising out of the operation D. Employee Hired Auto ' , of a covered "auto"when you have assumed• 1. Changes in Liability Coverage liability for such "bodily injury" or "property damage" under an "insured contract", provid- The following is added to the SECTION II ed the"bodily injury"or"property damage"oo- - 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 SECTION IV - BUSINESS AUTO CONDI- under a contract or agreement in that "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. Coverage, 1.Who is an Insured is amended - (2) Any covered "auto" 'hired or to include as an insured any person or organi- , rented by your"employee"under zation for whom you have agreed in a valid a contract in that individual "ern- .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 • c. • e However, any "auto" that -is leased, a. Is effective on 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 pay for 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 insured under 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 a. The actual cash value of the dam- policy but for the termination of such poli- aged • or stolen property as of the time policy limitsr ofhe exhaustionranee. of such of the"accident"; . cys of insurance. 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 permanently in 2. Replacing the $250 Limit of Insurance for stalled housing unit as described in reasonable expenses with$500 in(4). Paragraph 2.a.above; or H. Amended Fellow Employee Exclusion c. An integral 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 II - 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" for that coverage, or$1,000,whichever is 2.'. Any organization that is newly acquired or 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 y t , • ' 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 anytthe covbroered aut coverage own in- ERAGE, A. Coverage, 4. Coverage Exten- cable covered "auto" you in- • sured under this policy. sions is amended by replacing $20 per day c 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: shownin the Schedule, then that limit replan- However, the mechanical and electrical es, and is not added to, the$50,000 limit indi- breakdown portion of this exdusion does not cated above and the deductibles shown in the apply to the accidental dischar9e 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 policys 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 • ments; "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 r 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. Necessary and actual expenses in- (d) Costs for extended warren-- curred; or ties, Credit Life Insurance, • • 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 0620 Properties, Inc., with its permission. Page'3 of 4 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. ry" is deleted in its entirety and replaced by O. Duties in the Event of an Accident, Claim, the following: Suit or Loss-Amended "Bodily injury"means bodily injury,sickness or SECTION IV - BUSINESS AUTO CONDI- disease sustained by a person,induding men- TIONS,A. Loss Conditions, 2. Duties in the tal anguish and death sustained by the same Event of Accident,Claim,Suit or Loss,a.is person thatresults from such bodily injury, sickness or disease. disease. "Bodily injury" doesnot 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. • • • r .. • • • • • • • • l Includes copyrighted material of ISO AA 288 06 20 Properties, Inc.,with its permission. Page 4 of 4