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Home My WebLink About2021-183 PO 20210300- Overstreet Landscape & Hydroseeding Inc • L Wei ,, On RECORDERPurchase Order ,� Fiscal Year 2021 Page: 1 of: 1 , B City of Ashland _ -:,011j �.l an �iIQW.I .Ir _I IIj ATTN:Accounts Payable L 20 E. Main + Purchase 20210300 Ashland,OR 97520 Order# T Phone:541/552-2010 O Email: payable@ashland.or.us I . . E OVERSTREET LANDSCAPE&HYDROSEEDING,INC• H C/0'Public Works Department , N PO BOX 1071 1 51 Winburn Way D ,14600 HWY 62 P Ashland,OR 97520 OR EAGLE POINT,OR 97524 Phone:541/488-5347 T Fax: 541/488-6006 O llignETI H-r i-L yF+ a=a1u lJl t11=1 [-l:s ai I��— . —i_1„_A=t-/tit I4iFt_r-� — .I. . . Scott Fleury. .-ffs rli[1'__i I _I Foil i' l,l€. '9 i -.i_!1_Lg ,.-Il•I,I D/Vil T.- .' -32J- I v ]iF-1 i I iii Li - 03/22/2021 5994 , - City Accounts Payable 'r-ii.-0.;.-3, ----;----- _= - :st_I [snii i7t, _ ` _ I -1st,_vEliV1.r t 1€�iti L• ra TMn'N (----FLandscape -Landscape Ashland Airport 1 — - 1 Landscape and Irrigation improvements at Ashland Municipal 1.0 $75,811.00 $75,811.00 Airport Goods&Services Agreement(Greater than$25,000) ' Completion date:06130/2022 Project Account: , • GL SUMMARY 085700-704100 • $75,811.00 I • • . r- By; �. / Date'. / t - Autho ized Signature' iIEI?! y= •.75 811.00. 1 /1., , .v { V �` I /e. r. _ '•✓c.e • DORM#3 .• s'rD. ,_o ,, D �a-, � CITY or I uASHLAND A r4'titieet for a I'Lirchaso Order RE( UIISHI HO1 ? . Date of request: .03102/2021 Required date for delivery: • Vendor Name . _Overstreet Landscape&Ilydroseoding Inc. • Address,City,State,Zip PO Box 1071 Eagle PoInt,OR 97624 Contact Name&Telephone Number _ 641-821-1803 Ron Overstreet .. • Email address SOURCING METHOD , . j xemnt from Competitive Bidding `, • ❑ Emergency 0 Reason for exemption: ; ❑ Invitation to Bidifli Form 1113,Written findings and Authorization ❑ AMC 2.60 ! Dale approved by Council: LJ Written quote or proposal attached ❑ Written quote or proposal attached (Allach copy of council communication) (If council approval required,attach copy of CC) IJ Smell Procurement y T (]Request for Proposal • Cooperative Procurement ail exceeding$5,000 Dale approved by Council: 0 Stateof Oregon ' Direct Award (Altachcopy ofcondi communication) Centred il ❑VerbaWlrhlen bids)or proposal(s) j al Fount for Qualifications(Public Works) 0 State of Washington Date approved by Council: Contract I/ (Attach copy of council communication) ❑ Other government agency contract • JntemtedlateProcurernent ❑ Solo Source Agency GOODS&SERVICES • ❑ ApplicableRIM(115,6,7or0) Contract it' , Greater than$5.000 and less than$100,000 ❑ Milton quote or proposal attached Jnteraovemmental Agreement iII (3)Written bids&solicitation attached; ❑ Form 114,Personal Services$5K to$76K Agency PERSONAL SERVICES ❑ Special Procurement - ❑ Annual cost to City does not exceed 326,000. Greater than$5.000 and less than$75,000 El Form110,Request for Approval Agreement approved by Legal and approved/signed by I] Less than$35,000,by direct oppoinimenl El Written quote or proposal attached ' - City Administrator.AMC 2.60.070(4) • El (3)Written proposals&solicilaban attached Dale approved by Council: El Annual castle City exceeds$25,000,Council • ❑ Form 114,Personal Services$51C to$751( Valid un11k_ . (Date) . approval required.(Attach copy of council cementation) Description of SERVICES Total Cost Landscape and irrigation.Improvements al Ashland Municipal Airport = -, •$••75;1311 :00 Item 0 Quantity .Unit - Description of MATERIALS Unit Price. Total Cost • ! • `a ,.._ 4...l . ./ Q Per attached quotelproop0 '11-r�t,G yin� £ TOTALIC•OST !/" 'lit a - $--: , • Project Number2 o ti-o 1 i. _:rid �Acaeunti�) ————— • S Account Ntlinfer . ' Account Number o o 6 i 00.7 0 4 1 0 061/3.111;0D • 'Ekpendlor°must be charged to the appropriate accountaumbera(or She financials to accuratelyrelleclthe actual expenditures IT DlroctorIn collaboration with department to approve all hardware and software purchases: i 1T Director Date Support-Yes/No By eigning lids(quieten form I certify thirt the WOW°centracting iequirentanls have WA satisfied. _ . . I Employed: ,, ,+1 • pe arlment Head: ��ti`i:�_ � I �a�� orproalorlb:,3.090 Department Manager/Supervisor: City13.0-• r[i �� '`- 1 ostia rareelerlh nS25,000 OAF Funds appropriated forcarrent fiscAf year: /NO /�ter/_ � = �1. i/O��i F anceDlre 'r- qua toorgreator anS6�0o0)•• 1:; .;:, Comments: _ Form 03-Requisition • • • GOODS &SERVICES AGREEMENT(GREATER THAN$25,000) , I PROVIDER: Overstreet Landscape&Hydroseeding Inc. CITY O',F PROVIDER'S CONTACT: Ron Overstreet ASHLAND 20 East Main Street ADDRESS: PO Box 1071 Ashland,Oregon97520 Eagle Point,OR 97524 Telephone: 541/488-5587 Fax: 541/488-6006 • PHONE: 541-821-1863 { This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland,an Oregon municipal'corporation(hereinafter"City")and Overstreet Landscape and Hydroseeding,Inc., a domestic business corporation("hereinafter"Provider"),for Landscape and Irrigation Improvements at Ashland Municipal Airport. 1. PROVIDER'S OBLIGATIONS 1.1 Provide Landscape ind Irrigation Improvements at Ashland Municipal Airport 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 goods and 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 commercial general liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury and Property Damage. 1.2.1 The insurance required in this Article shall include the following coverages: ® Comprehensive General or Commercial General Liability, including personal injury, • contractual liability,and products/completed operations coverage; and O 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; o 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; • o Provider shall immediately notify the City of any change in insurance coverage Page I orb: Goods and Services Agreement between the City of Ashland and Overstreet Landscape&I lydroseeding Inc. - i • • • s f ' • • o Provider Shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and • o Be evidenced by tl certificate or certificates of such insurance approved by the City. 1.3 All subject employers;working under this Agreement are either employers that will comply with ORS 656.017 or employersthat.are exempt under ORS 656.126. As evidence of the.insurance required by this Agreement, the Provider shall furnish an acceptable insurance certificate prior to commencing any Work under this Agreement. 1.4 Provider agrees that n6 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.busii ess enterprise,minority-owned business,wotnan-owned • business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 20.055,in awarding subcontracts as required by ORS 279A.110. I # 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 ofthis.Agreement is$22,002A3: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 n►aySubcontractor 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. 2. CITY'S OBLIGATIONS 2.1 City shall pay Provider the sum of$75;811.00.(seventy-five thousand eight hundred eleven dollars) as provided herein as full compensation for the Work as specified in the SUPPORTING DOCUMENTS. 2.2 In no event shall Provider's total of all compensation and reimbursement i nder this Agreement exceed the sum of$75,811:00(seventy-five thousand eight ltundred.eleven dollats)'without express,written approval from the City official whose signature appears below, or.:stich•official's successor in office. ► I Provider expressly acknowledges that no other person has authority to order or authorize additional Work which would cause this niaximurn sum to be exceeded and that anyauthorization howl the responsible official Must be in writing. Provider further acknowledges that any Work delivered or k ' expenses incurred without authorization as provided herein is done at Provider's own risk and as:a volunteer without expectation of compensation.or reimbursement. • j • 3. GENERAL PROVISIONS 3.1 This is anon-exclusive Agreement. City is not obligated to procure any specific amount of Work from Provider and is free to procure similar types of goods and services from other providers in its sole discretion. • 3.2 Provider is an independent contractor and not an employee or agent of the City for any purpose. . Page 2 of 6: Goods find Services Agreement between the City of Ashland and Overstreet Landscape&Flydrosecding Inc. t I • 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 Provider shall not assign this Agreement or subcontract any portion of the Work to be provided hereunder without the prior written consent of the City. Any attempted assignment or subcontract without written consent of the City shall be void. Provider shall he 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. 3.5 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof It supersedes all prior agreements,negotiations,and representations between the parties, whether written or oral. 3.6 This Agreement may he amended only by written instrument executed with the same formalities as this Agreement. • 33 The following laws of'the State of Oregon are hereby incorporated by reference into this Agreement: • ORS 279B.220,27911.230,ORS 279B.225 and 279B.235. 3.8 This Agreement shall be governed by the laws of the.State of Oregon without regard to conflict of laws principles. Exclusive;venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exelusiVe venue shall be in the federal district court for the district ofOregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred,as appropriate,so as to effectuate this choice of venue. 3.9 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. 3.10 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God,,strikes, lockouts,accidents,or other events beyond the control of the other or the other's officers,employees or agents. 3.11 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent'necessary to render it enforceable,,preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement. 3.12 Deliveries will be Ii.G;l3 destination, Provider shall pay all transportation and handling charges for the Goods.Provider is responsible and liable for loss or damage until final inspection and acceptance of'the Goods by the City. Provider remains liable for latent defects,fraud,and warranties. 3.13 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 lime, the City may reject the Goods and cancel this Page 3 aro: Goods and Services Agreement between the City of Ashland and Overstreet Landscape&Hydroseeding the. • • • • • Agreement in whole or in part. This paragraph does not affect or limit the City's rights, including its rights under the Uniform Commercial Code,ORS Chapter 72 (UCC). 3.14 Provider represents 4nci warrants that the Goods are new, current, and fully warranted by the manufacturer. Deliveted Goods will comply with SUPPORTING DOCUMENTS and be free from I T defects in labor,material and manufacture.Provider shall transfer all warranties to the City. 4. SUPPORTING DOCUMENTS The following documents are,by this reference,expressly incorporated in this Agreement,and are collectively !• • referred to in this Agreement as the"SUPPORTING DOCUMENTS:" G The City's writen Invitation to Bid dated December 17,2020. o The Provider's complete written Bid dated January 28,2021. k � 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. I i 5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or for anticipated profits.;If previous amounts paid to Provider exceed the amount due,.Provider shall pay immediately any excess to City upon written demand provided. 6. TERM AND TERMINATION 6.1 Term This Agreement shall'be effective froth.the date of execution on behalf of the City as set forth below (the "Effective Date"), and shall'cotitintte in full force and effect until June 30, 2022, 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 1 l for any reason deeined 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 nail, return receipt requested, postage prepaid, to the address set forth below: • ]'age 4 of 6: Goods and Services Agreenient between the City of Ashland and Overstreet Landscape&Flydrosceding Inc. • •If to the City: City of Ashland—Public Works Department Attn: Kaylea ICathol!. 20 E. Main Street ' Ashland,Oregon 97520 Phone:(541)488-5587 With a copy to: City of Ashland—Legal Department 20 E. Main Street Ashland, Oregon 97520 • Phone: (541)488-5350 If to Provider: Overstreet Landscape&I-Iydroseeding Inc. • PO Box 1071 • Eagle Point, OR 97524 • • 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 arid 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 Providei; 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 Paws of the Stale of Oregon, including but not limited to ORS 305,620 and ORS chapters 316,317,and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider;and (iii) Any rules,regulations,charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach 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 Overstreet Landscape&i'lydroseeding Inc. • I I • IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized reprcaontatives as of the dates set forth below. CITY OF ASHLAND: OVERSTREET'LANDSCAPE& IIYDROSEEDING INC. (PROVIDER): • By• �/%�/ D City Manager Signature Printed Name Printed Name Date Title /—oN9:5? / Date Purchase Order No. -9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: 3/),42 Assistant City Attorney Date . Page 6 of 6: Mods nand Services Agrcenient between the City of Ashland and Overstrect Landscape&Hydroseeding Inc. Bid Form -AS hlami Municipal,Airport 4b3 Dead Indian Memorial Road Ashlant, OR 97520`;" , Dwg SpeC. . K,,�; I ption , "Y Qty , V Unit , Unit Cost - Total Cost tern Des cri #2-L2.3 3/a" Zurn 350XL Double Check Valve Assembly 1 Each LjC3 —.° ygS.o #4-L2.3 1 '/4" Brass Shut Off Valve 1 Each 1 2-41 i° l Z�j•o #1-L2.3 1" Pressure Regulator (Zurn 1-600XL or approved equal) 1 Each 1105-1511 1(0511° L1.3- 1" Brass Manual Drain Valve (Watts WGV-X, Champion 100 1 Each. 2.10B or approved equal) 1 Z`1�� : 1 Z°r #5-L2.3 1" Hunter ICV-101G 5 Each '0 11° �3� t �4 5 Controller . #7-L2.3 Hunter XC-600 with solar sync 1- Each 3 q`�'S 3qg ` Sprinkler Heads,;and Bubblers_on Swing Joint, Hunter RZWS-18-25-CV 14 Each12-4 l Soto •0 - 00 Hunter 12" PRS40 72 Each a51.° L WO©«O #6-L2.3 Hunter 6" PRS40 68 Each 141.° - 12-'32-** Hunter MP Rotator Nozzles 140 Each4!o `° ?oo S Valve Boxes;: - q ( Q Ametek brand or e ual of sufficient size to house one or more „o 7 Each ,a L2.3 valve as needed) �O Pea Gravel in bottom of boxes (4" depth) 1 Each t ZR+o 1 ZR 90 'TOTAL COST' . GRAND TOTAL COST-7„,--_;:.-„,.........--, 1 -i-,:,1^11.,.,.4:."-„,,,.1^'''' . ° ` 765 .$.t.I ,6-,,°0 _ Written Cost;in Dollars: �veln4 Cr;�e 4 Lo1,k sa v�d LK'si i'h u N:6.RA ek��W dlO«QJL.0Poo. - Y Bidder Signature: Date: 1 -Z2-.DOo�l ..�6VERSTRF :.••• Name: Title: ?R-e ciatA f'•. :a A a�. 1ZojJ W'eV2_5��2�'.e'r Wit` O u o LANDSCAPB&HYDRO 7, Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 10 of 17 ill 0: •mg.IEPOW' CITY OF ASHLAND Public Works Department 20 East Main Street Ashland, OR 97520 INVITATION TO BID—TRADE SERVICES INTERMEDIATE PROCUREMENT RELEASE DATE: December 17,2020 PROJECT NO: 2019-12 PROJECT NAME: Ashland"Municipal Airport Landscape and Irrigation Improvements PROJECT LOCATION: 403 Dead Indian Memorial Rd,Ashland OR, 97520 REQUESTED BY/PROJECT MANAGER: Kaylea Kathol,PMP,541-488-5587,kaylea.kathol@ashland.or.us BIDS DUE: January 28,2021 METHOD OF AWARD: ORS 279B.070(4) for Not later than 2:00 PM Intermediate Procurements. If a contract is awarded, Late bids will not be considered the contracting agency shall award the contract to the offeror whose quote or proposal will best serve the PROJECT COMPLETION: interests of the contracting agency,taking into account June 30,2021 (Construction) price as well as considerations including, but not June 30,2022(Establishment/Maint.) limited to,experience,expertise,product functionality, suitability for a particular purpose and contractor PRE-BID CONFERENCE: !There will a mandatory responsibility under ORS 279B.110. pre-bid conference on JANUARY 14,10:00 AM at the Ashland Municipal Airport parking lot (403 Dead MINIMUM INSURANCE:The City requires liability Indian Memorial Rd,Ashland,OR 97520). insurance including commercial general liability insurance with a combined single limit, or the SCOPE OF SERVICES: The City of Ashland(City) equivalent,of not less than$2,000,000 per occurrence is seeking bids for landscape construction services at for Bodily Injury and Property Damage.Insurance shall the Ashland Municipal Airport. The entry road to the include the following coverages: Comprehensive airport is over 400 feet in length and is lined on both General or Commercial General Liability, including sides by planters. Currently,the only vegetation in the personal injury, contractual liability, and planters are flowering plum trees and weeds. An old products/completed operations coverage; and irrigation system is present but not operable. The work Automobile Liability. contemplated under this ITB includes improvements to the landscaping and irrigationsystems in the planters. BUSINESS LICENSE REQUIRED:. The successful The City previously retained the services of KenCairn Bidder shall, prior to starting Work, obtain a City of Landscape Architects to develop plans, details, and Ashland Business License. Subcontractors on the specifications(construction documents)for the desired improvements. These construction documents are Project shall also be required to have a current business included as supporting documents to this solicitation in license. Licenses may be acquired through the City of Exhibit A. The successful bidder shall provide Ashland Utility Office during regular business hours. material, tools, Equipment and labor to complete the Project according to all requirements specified in the bid documents and supporting documents. • Contents CONTENTS CONTENTS 2 DEFINITIONS 3 INSTRUCTION TO BIDDERS 4 1. SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK 4 2. PERPERATION OF BIDS 4 3. BID PRICES 4 4. SPECIFIED PRODUCTS 5 5. INCORPORATED LABOR RATES 5 6. SUBMISSION OF BIDS 5 7. ACCEPTANCE OR REJECTION OF PROPOSALS 6 8. AWARD AND CONTRACT 6 CONTRA! BID FORM 7 1. CONTRACTOR INFORMATION&CERTIFICATION 7 2. BID SCHEDULE • 8 SAMPLE GOODS&SERVICES AGREEMENT 11 1. PROVIDER'S OBLIGATIONS 11 3. CITY'S OBLIGATIONS 12 4. GENERAL PROVISIONS 12 5. SUPPORTING DOCUMENTS 14 6. REMEDIES 14 7. TERM AND TERMINATION 14 8. NOTICE 14 9. WAIVER OF BREACH 15 10. PROVIDER'S COMPLIANCE WITH TAX LAWS • 15 EXHIBIT A:PLANS,DETAILS&SPECIFICATIONS BOUND SEPARATELY Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 2 of 17 Definitions DEFINITIONS Agency: City of Ashland Contract: The written agreement between the City of Ashland and the Contractor, including without limitation all Contract Documents, describing the Work to be completed and defining the rights and obligations of the City of Ashland and the Contractor. Equipment: All machinery',tools, manufactured products, and fabricated items needed to complete the Contract of specified for incorporation into the Work. Project: The sum of all Work to be performed under the Contract. Project Manager: The City of Ashland's representative who directly supervises the engineering and administration of a Contract. Project Site: The geographical dimensions of the real property on which the Work is to be performed, including designated contiguous staging areas. Work: The furnishing of all Materials,Equipment, labor, and incidentals necessary to successfully complete any individual Pay Item or the entire Contract, and the discharge of duties and obligations imposed by the Contract. Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 3 of 17 Instructions to Bidders INSTRUCTION TO BIDDERS 1. SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK 1.1. Examination of Site and Requirements:Bidder acknowledges that it has taken steps reasonably necessary to ascertain the nature and location of the Work,that it has carefully examined the Bid Documents and the Project Site,and that it has investigated and satisfied itself as to the general and local conditions,and with all applicable Federal, State,County,and City of Ashland laws, ordinances,rules,and regulations that may in any manner affect the performance of the Work or its cost. 1.2. Pre-Bid Meeting: The Project Site is available for inspection for Perspective bidders at a Pre-Bid Meeting and walk-through,as indicated in the Invitation to Bid,and existing conditions should be examined. This will be the only opportunity for bidders to visit the Project Site. 1.3. Surface and Subsurface Conditions:Bidder acknowledges that it has satisfied itself as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the Project Site,including all exploratory work done by Agency,as well as from the drawings and specifications made a part of the Bid Documents. 2. PERPERATION OF BIDS 2.1. COMPLETE BID FORM:Bidders must submit bids on the Bid Form provided by the City. The name, address,Oregon State Contractor's registration number of Bidder,and other information required shall be typed or printed in ink on the Bid Form in the spaces provided. 2.2. FILL IN BLANKS:All blank spaces on the Bid From must be filled in by the Bidder. Bidder must submit a bid amountfor all Alternates,Additives,Deductives,unit prices and other prices indicated on the Bid Form. When bidding on items for which there is no charge,Bidder shall write the words"No Charge,""zero,"or"0.00"in the space provided on the Bid Form. If a Bidder fails to submit a bid price for any item,notes"no bid"or similar language for any item, or does not fill in all blank spaces on the Bid Form,the bid may be rejected as non-responsive. 2.3. SIGN BID FORM: The Bidder shall manually sign the Bid Form in ink by an authorized representative of the Bidder. 2.4. ACKNOWLDEGE ADDENDA:Bidders shall acknowledge receipt of all addenda by identifying the addendum number in the space provided on the Bid Form. 3. BID PRICES 3.1. ESTIMATED QUANTITIES: Any quantities on the Bid Form are estimates and are stated for bid comparison purpose . The Agency will pay the Contractor based on actual quantities of each item of Work completed in accordance with the Contract Documents. 3.2. FILING FEES:Applicable state laws concerning prevailing wages,hour,workers compensation of and other conditions of employment are called to the attention of Bidders for their compliance. Bidder shall include in the bid any filing fees required to comply with applicable labor laws. 3.3. BID ALLOWANCES:Bidder shall include in the bid all allowances provided on the Bid Form or elsewhere in the Bid Documents. Agency will pay the difference if the actual cost exceeds the allowance. Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 4 of 17 Instructions to Bidders 3.4. INSURANCE AND BONDS:Bidder shall include in its bid the cost of all insurance and bond costs required by the Contract Documents to complete the base bid Work and alladditives and alternates. 4. SPECIFIED PRODUCTS 4.1. BID PRODUCTS IDENTIFIED:Bids must be based upon use of items named in the specifications, or approved equals or substitutions. Any brand name listed in the specifications as"or equal"or"or equivalent"shall establish the minimum requirements for quality,utility, durability, function, purpose, etc. Other product brands may be offered that are equal to or better than the product brand name.Requests for approval of equals or substitutions must be made in writing and received by Owner at least 10 days prior to the bid submission deadline. The City shall determine, in its sole discretion,whether a product offered is"equal." 5. INCORPORATED LABOR RATES 5.1. LIVING WAGE: For proposed bid process of$22,002.43 or more,the Contractor is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage. Living Wage requirements are defined in the sample Goods and Services Agreement included in this solicitation. 5.2. PREVAILING WAGE: The Contractor agrees to comply with the provisions of ORS 279C.800 to 279C.870,the Oregon Prevailing Wage law for proposed bid prices that exceed$50,000. The undersigned, as bidder, acknowledges that provisions of ORS 279C.800—279C.870 relating to workers on public works to be paid not less than prevailing rate of wage shall be included in the contract,or in the alternative,if the Project is to be funded with federal funds and is subject to the Davis-Bacon Act(40 U.S.C. §276a),bidder agrees to comply with the Davis-Bacon Act requirements. The undersigned Contractor agrees to be bound by and will comply with the provisions of ORS 279C.838,279C.840 or 40 U.S.C. 3141 to 3148. [OAR 137-049-0200(1)(a)(J)]. "Prevailing Wage Rates for Public Works Contracts in Oregon,"which are incorporated herein by reference,and can be accessed at: http://www.oregon.gov/boli/WHD/PWR/Pages/pwr_state.aspx 6. SUBMISSION OF BIDS 6.1. BID SUBMITTAL DEADLINE:Bidders must submit their bids on the Bid Form included with the Bid Documents prior to the deadline established in the Request for Bids. Bids received after the deadline will.be rejected. 6.2. SUBMITTAL METHOD: Submit bids by email to the Project Manager identified on the cover sheet of this solicitation. Include in the Subject Line: Bid for Ashland Municipal Airport Landscape and Irrigation Improvements—bidder's:name 6.3. PROHIBITED FORMS OF BID:Receipt of bids and bid modifications by facsimile,telephone,or verbally will not be considered. Hard copy bids delivered by mail or courier are discouraged,because they may not be received in a timely manner due to current OSHA guidelines that require many City staff to work from home. 6.4. WITHDRAWL OF BID:Any bid may be withdrawn at any time prior to the bid submittal deadline by providing written request to the Project Manager established on the cover page of the Invitation to Bid. The Bidder or a duly,authorized representative must execute the request. Withdrawal of a bid will not prejudice the right of the bidder to file a new bid. All bids shall be irrevocable for 30 calendar days from the day of opening. Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 5 of 17 Instructions to Bidders 6.5. MODIFICATION OF BID: After a Bidder has withdrawn its bid as established in the paragraph above,a Bidder may revise its bid if the Agency receives the revised bid on the required Bid Form prior to the bid submission deadlinein a properly marked and sealed envelope. 6.6. CLARIFICATION/PROTEST:Any Bidder requiring clarification or protesting any of the Specifications must provide specific requests in writing to the Project Manager established on the cover page of this ITB no less than 10 calendar days prior to the bid submittal deadline. Such requests, if deemed appropriate,will be answered in the form of bulletins or addenda which,if issued,will be provided to all known bidders via email. 6.7. ADDENDA: The Project Manager shall issue addendum no later than 5 calendar days prior to the bid submittal deadline. Any addenda so issued will become a part of the agreement. 6.8. TABULATION OF BIDS:Bidders may request a Tabulation of Bid Results. 7. ACCEPTANCE OR REJECTION OF PROPOSALS 7.1. REJECTION/ACCEPTANCE: The City reserves the right to waive technical defects, discrepancies and minor irregularities, or not to award a contract when it finds such action to be in the public interest.Bids may be rejected if they show any alteration of form,additions not called for,conditional bids,incomplete bids,erasures,or irregularities of any kind. 7.2. PUBLIC INTEREST: The City reserves the right to reject any bid not in compliance with thebid documents,or all prescribed public bidding procedures and requirements,and the right to reject any or all bids when it is in the public interest to do so per ORS 279B.100(1).Written notice of rejection of all bids shall be sent to all bidders. 7.3. COLLUSION:Upon evidence that collusion exists among bidders,none of the bids of participants in such collusion will be considered.All involved bids shall be rejected.Bids in which prices are obviously unbalanced may be rejected. 8. AWARD AND CONTRACT 8.1. METHOD OF AWARD: Intermediate procurement, ORS 279B.070(4). 8.2. CANCELLATION OF AWARD: The City reserves the right to cancel award of the contract at any time before execution of the contract(s)by both parties if cancellation is deemed to be the City's best interest. In no event shall the City have any liability for the cancellation of award. The Bidder assumes the sole risk and responsibility for all expenses connected with the preparation of its bid. 8.3. CONTRACT EXTENSION:In the event more than thirty(30) calendar days lapse between the bid opening date and the date the contract is submitted to the bidder,the City may grant an extension of time to the bidder for fulfillment of the contract to offset any delay in the contract actually occasioned by the delay. Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 6 of 17 Bid Form BID FORM 1. CONTRACTOR INFORMATION& CERTIFICATION Project No: 2019-12 I Bid Title: Ashland Municipal Airport Landscape and Irrigation Improvements, Ore.LCB Bidder Name: No. Bidder Address: Bidder Contact: Contact Contact Telephone: Email:. 1. The undersigned Bidder proposes and agrees if this bid is accepted to enter into a Contract with the City of Ashland in the form included in the Bid Documents(Invitation to Bid,Instructions, General Conditions, Special Provisions,Contract Form,and Exhibits)to complete all Work as specified or indicated in the Bid Documents for the Contract Price,within the Contract Time indicated in this Bid,and in accordance with the Bid Documents. 2. The undersigned Bidder understands that all Work will be performed under a lump sum or unit price basis and that for said lump sum,or unit price,all services,materials,labor,Equipment,and all Work necessary to complete the Project in accordance with the specifications shall be furnished for the named price. If there shall be an increase in the amount of Work covered by the lump sum price, it shall be computed on a basis of"Extra Work"for which an increase in payment will have been earned and if there is to be a decrease in the lump sum payment,it shall be made only as a result of negotiation between the undersigned and Agency. 3. The undersigned Bidder understands that any estimate with respect to time,materials,Equipment or service which may appear in the specifications, is for the sole purpose of assisting the undersigned in checking their own independent calculations and that at no time shall the undersigned attempt to hold the owner,the City of Ashland,or any other person,firm or corporation responsible for any errors or omissions that may appear in any estimate. 4. The undersigned Bidder acknowledges the following addenda have been received and examined as part of the contract documents: Addendum No. dated Addendum No. dated Addendum No. dated Addendum No. dated 5. Pursuant to and in compliance with the Bid Documents,the undersigned Bidder agrees to perform the Work for the above-referenced Project in conformance with the specifications,plans, and details for the following unit prices: Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 7 of 17 Bid Form 140KenCairn Tel:54•AStreet 541.488.3194 2. BID SCHEDULE �a LandscapeArthitecture Ashland,OR 97520 ' *00,4 Municipal,Ali rport 403 Dead Indian':Memorial goad'Ashland OR 97520 Dwg Spec Item Description ._ Qty ;.n Unit ' , Unit Cost Total Cost 1 PLANT SCHEDULE 1.. Trees 36"Box Tree • 2 Each L2.1 1.5"Cal Tree 8 Each . . ;Shrubs x•.`,ir - - _ ....-L,::: .,. 10 Gal Shrub • 35 Each L2.1 5 Gal Shrub 117 Each 3 Gal Shrub 118 Each ,Groundcovers ' ... ,....a ,. 1 Gal Genista lydia(3492 SF/36"O.C) 388 Each L2.1 1 Gal Rhus aromatic'Gro Low'(4150 SF/48"0.C) 260 Each 4"Pot Achillea x.'Moonshine' 166 Each TOTAL COST r I LANDSCAPE AREA I --_._._.. _._.___ Soil Preparation,Mulch and Amendments _ F ,,` Mature Compost 44 Yards L2.1 Shredded Mature Compost Mulch 173 Yards Pre-emergent for all planting beds(Sasaron or approved 1 Each equal mixed according to manufacturer's recommendations) Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 8 of 17 Bid Form Ashland Municipal Airport 403 Dead''Indian Memorial Road'4shland, OR 97520 Dwg Spec, Item Description, Qty.„ Unit Unit Cost Total.Cost L2.2- Mychorrizae("Endo Plus"or approved equal,to be installed 1 Each 3.05G per plant according to manufacturer's recommendations) Fertilizer(Granular,APEX 22-6-8 NPK Plus or approved 3.05G equal, installed per plant according to manufacturer's 1 Each recommendations) L2.2- Establishment period maintenance service(once a month site 12 Months 1.09A visit) #11-L2.3 Tree stakes(3 per tree according to detail) 27 Each TOTAL COST PAVING Crushed Gravel Paving 1/4"Minus Crushed Rock(425 SF X 3"Depth) 5 Yards #8-L2.3 Metal Edging with Stakes 43 Ft TOTAL COST IRRIGATION I J_ Piping' 1 1/4"Sch 40 PVC Main line 20 Ft 1 1/4"Sch 40 PVC Later line 440 Ft L1.1 1"Sch 40 PVC Later line 2,660 Ft 4"Sch 40 PVC Sleeves 50 Ft Hunter PLD-06-18(133 SF/18"Spacing). 125 Ft Wire. L1.3- Single Strand Irrigation Control Wire 1800 Ft 2.13 Valves Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 9 of 17 Bid Form Ashland Municipal Airport 403 Dead Indian?Memor`ial Road Ashland,AOR 97520. +. 1:5wg Spec ` Item Descriptiorn. Qty Unit Unit Cost j Toial Cost #2-L2.3 3/"Zurn 350XL Double-Check Valve Assembly 1 Each #4-L2.3 1 1/"Brass Shut'Off Valve 1 Each #1-L2.3 1" Pressure Regulator(Zurn 1-600XL or approved equal) 1 Each L1.3- 1" Brass Manual,Drain Valve(Watts WGV-X, Champion 100 1 Each 2.10B or approved equal) #5-L2.3 1" Hunter ICV-101G 5 Each Controllers �� #7-L2.3 Hunter XC-600 with solar sync 1 Each Sprinkler Heads andBubblers on Swing Joint Hunter RZWS-18-25-CV 18 Each Hunter 12" PRS40 72 Each #6-L2.3 Hunter 6" PRS40 68 Each Hunter MP Rotator Nozzles 140 Each Valve�Boxes Ametek brand or equal(of sufficient size to house one or more 7 Each L2.3 valve as needed) Pea Gravel in bottom of boxes(4"depth) 1 Each 'TOTAL COST $ 3 :14:#!4-0.-'7:01,AL COST Written Cost,in Dollars: Bidder Signature: Date: Name: Title: Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 10 of 17 Sample Agreement SAMPLE GOODS & SERVICES AGREEMENT PROVIDER: CITY OF PROVIDER'S CONTACT: ASHLAND 20 East Main Street ADDRESS: Ashland, Oregon 97520 Telephone: 541/488-5587 PHONE: Fax: 541/488-6006 This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation(hereinafter "City") and VOOOOCKXXXXXXXXXXX, a domestic business corporation("hereinafter"Provider"), for(give very brief description of goods and services)`. 1. PROVIDER'S OBLIGATIONS 1.1 Provide more detailed'_description_of goods, and services, 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 goods and 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 commercial general liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury and Property Damage. 1.2.1 The insurance required in this Article shall include the following coverages: • Comprehensive General or Commercial General Liability, including personal injury, contractual liability, and products/completed operations coverage; and • Automobile Liability. 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 Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 11 of 17 Sample Agreement • Provider shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and • Be evidenced by a certificate or certificates of such insurance approved by the City. 1.3 All subject employers working under this Agreement are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126. As evidence of the insurance required by this Agreement,the Provider shall furnish an acceptable insurance certificate prior to commencing any Work under this Agreement. 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 $22,002.43 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. 3. CITY'S OBLIGATIONS 3.1 City shall pay Provider the sum of $XXXXX (lump; sum amount) as provided herein as full compensation for the,Work as specified in the SUPPORTING DOCUMENTS. 3.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of$XXXXX (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 noother person has authority to order or authorize additional Work which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further acknowledges that any Work delivered or expenses incurred without authorization as provided herein is done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement. - 4. GENERAL PROVISIONS 4.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from Provider and is free to procure similar types of goods and services from other providers in its sole discretion. 4.2 Provider is an independent contractor and not an employee or agent of the City for any purpose. Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 12 of 17 • Sample Agreement 4.3 Provider is not entitled to, and expressly waives all claims to City benefits such as health and disability insurance,paid leave, and retirement. 4.4 Provider shall not assign this Agreement or subcontract any portion of the Work to be provided hereunder without the prior written consent of the City. Any attempted assignment or subcontract without written consent of the City shall be void. Provider shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by the City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and the City. 4.5 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof. It supersedes all prior agreements,negotiations, and representations between the parties, whether written or oral. 4.6 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. 4.7 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 3.8 This Agreement shall.be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue. 3.9 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. 3.10 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God,strikes, lockouts,accidents, or other events beyond the control of the other or the other's officers, employees or agents. 3.11 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement. 3.12 Deliveries will be F.O.B destination. Provider shall pay all transportation and handling charges for the Goods.Provider is responsible and liable for loss or damage until final inspection and acceptance of the Goods by the City. Provider remains liable for latent defects, fraud, and warranties. 3.13 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 notcure any defects within a reasonable time, the City may reject the Goods and cancel this Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 13 of 17 Sample Agreement Agreement in whole or in part. This paragraph does not affect or limit the City's rights, including its rights under the Uniform Commercial Code, ORS Chapter 72 (UCC). 3.14 Provider represents and warrants that the Goods are new, current, and fully warranted by the manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from defects in labor, material and manufacture. Provider shall transfer all warranties to the City. 5. SUPPORTING DOCUMENTS The following documents are,by this reference,expressly incorporated in this Agreement,and are collectively referred to in this Agreement as the "SUPPORTING DOCUMENTS:" • The City's written XXL cX LL(Request for Proposals, Invitation to Bid,.etc:dated) XXXX'. • The Provider's complete written XXXXXX dated ppopp . 6. REMEDIES 5.1 In the event Provider,is in default of this Agreement, City may, at its option, pursue any or all of the remedies available to,it under this Agreement and at law or in equity, including, but not limited to: 5.1.1 Termination of this Agreement; 5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively; 5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; 5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Provider exceed the amount due,Provider shall pay immediately any excess to City upon written demand provided. 7. 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 XXXXXXXX°, 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. 8. 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: Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 14 of 17 Sample Agreement If to the City: _ 3 City of Ashland—XXXXXX Department Attn: XXXXXXXXXXXXXX 20 E.Main Street mm � Ashland, Oregon 97520 Phone: (541)488-XXXX With a copy to: , City of Ashland—Legal Department 20 E.Main Street Ashland, Oregon 97520 Phone: (541)488-5350 If to Provider: Provider's;name Attn:XXXX XXXXXXX City, State 9. 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. 10. PROVIDER'S COMPLIANCE WITH TAX LAWS 9.1 Provider represents and warrants to the City that: 9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.1.2 Provider, for a period of no fewer than six (6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach 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. Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 15 of 17 Sample Agreement IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND: XXXXXXXXXXXXXXXX(PROVIDER): By: By: City Administrator Signature Printed Name Printed Name Date Title Date Purchase Order No. (W-9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: Assistant City Attorney Date Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 16 of 17 Sample Agreement CITY OF ASHLAND, OREGON City of Ashland LIVING ALL employers described WAG E below must comply with City of Ashland laws regulating payment of a living wage. $15.74 per hour, effective June 30, 2020: The Living Wage is adjusted annually every /r June 30 by the Consumer Price.'Index. Employees must be paid a portion of business of their 401K and IRS eligible employer, if the employer has cafeteria plans(including living wage: ten or more employees, and childcare) benefits to the has received financial amount of wages received by > For all hours worked under a assistance for the project or the employee. service contract between their business from the City of employer and the City'of Ashland in excess of > Note: For temporary and Ashland if the contract $22,002.43. part-time employees,the exceeds$22,002.43 or more. Living Wage does not apply > If their employer is the City of to the first 1040 hours worked > For all hours worked in a Ashland, including the Parks in any calendar year. For month if the employee spends and Recreation Department. more details, please see 50%or more of the Ashland Municipal Code employee's time in that month > In calculating the living wage, Section 3.12.020. working on a project or employers may add the value of health care, retirement, 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 Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 17 of 17 Bid Form BID FORM 1. CONTRACTOR INFORMATION & CERTIFICATION Project No: 2019-12 Bid Title: Ashland Municipal Airport Landscape and Irrigation Improvements Ore.LCB Bidder Name: No. Bidder Address: Bidder Contact: Contact Contact Telephone: Email: 1. The undersigned Bidder proposes and agrees if this bid is accepted to enter into a Contract with the City of Ashland in the form included in the Bid Documents (Invitation to Bid,Instructions,General Conditions, Special Provisions, Contract Form,and Exhibits)to complete all Work as specified or indicated in the Bid Documents for the Contract Price,within the Contract Time indicated in this Bid,and in accordance with the Bid Documents. 2. The undersigned Bidder understands that all Work will be performed under a lump sum or unit price basis and that for said lump sum,or unit price,all services,materials, labor,Equipment, and all Work necessary to complete the Project in accordance with the specifications shall be furnished for the named price. If there shall be an increase in the amount of Work covered by the lump sum price, it shall be computed on a basis of"Extra Work"for which an increase in payment will have been earned and if there is to be a decrease in the lump sum payment, it shall be made only as a result of negotiation between the undersigned and Agency. 3. The undersigned Bidder understands that any estimate with respect to time,materials,Equipment or service which may appear in the specifications, is for the sole purpose of assisting the undersigned in checking their own independent calculations and that at no time shall the undersigned attempt to hold the owner,the City of Ashland,or any other person, firm or corporation responsible for any errors or omissions that may appear in any estimate. 4. The undersigned Bidder acknowledges the following addenda have been received and examined as part of the contract documents: Addendum No. dated Addendum No. dated Addendum No. dated Addendum No. dated 5. Pursuant to and in compliance with the Bid Documents,the undersigned Bidder agrees to perform the Work for the above-referenced Project in conformance with the specifications,plans, and details for the following unit prices: Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 7 of 17 Bid Form f 2. REVISED BID SCHEDULE ADDENDUM 1(REVISIONS IN RED) KenCairn T545 A el:54StL45areet.3194 Landscape Architecture Ashland,OR 97520 tAsliland Munrclpal Atr oft403 Dead llndla l,Membriai Road Ashland, OR 97520 Dwg, Spec '' ` Item Descnptlon; ,:_:':--O-1,,,.„,.-„ Unit' Unit Cost . Total Cost 1 PLANT SCHEDULE l 1 I _L. Trees 36"Box Tree 1 Each L2.1 1.5"Cal Tree 6 Each Shrubs i 10 Gal Shrub 35 Each L2.1 5 Gal Shrub 117 Each 3 Gal Shrub 118 Each Groundcovers 1 Gal Genista lydia(3492 SF/36"0.C) 388 Each L2.1 1 Gal Rhus aromatic'Gro Low'(4150 SF/48"O.C) 260 Each 4"Pot Achillea x,'Moonshine' 166 Each TOTAL COST . I LANDSCAPE AREA !_ I i 4 ' ' ' ,,Soil Preparation,Mulch and Amendments Mature Compost 44 Yards L2.1 Shredded Mature Compost Mulch 173 Yards Pre-emergent for all planting beds(Sasaron or approved 1 Each equal mixed according to manufacturer's recommendations) Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 8 of 17 Bid Form Ashland Municipal'Airport 403 Dead Indian Memos al'Road Ashland OR 97520 Item Descn tiori' Dwg. L2.2- Mychorrizae('Endo Plus"or approved equal,to be installed 1 Each 3.05G per plant according to manufacturer's recommendations) L2.2- Fertilizer(Granular,APEX 22-6-8 NPK Plus or approved 3.05G equal, installed per plant according to manufacturer's 1 Each recommendations) L2.2- Monthly site visit to provide establishment period 12 Months 1.09A maintenance service #11-L2.3 Tree stakes(3 per tree according to detail) 21 Each TOTAL COST PAVING -_ .. . ... Crushed Gravel Paving 1/4"Minus Crushed Rock(425 SF X 3"Depth) 5 Yards #8-L2.3 Metal Edging with Stakes 43 Ft TOTAL COST 1 IRRIGATION 1 1/4"Sch 40 PVC Main line 20 Ft 1 1/4"Sch 40 PVC Later line 440 Ft L1.1 1"Sch 40 PVC Later line 2,160 Ft 4"Sch 40 PVC Sleeves 50 Ft Hunter PLD-06-18(133 SF/18"Spacing) 125 Ft Wire L1.3- Single Strand Irrigation Control Wire 1800 Ft 2.13 Valves': Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 9 of 17 Bid Fonn Ashla"nd Municipal Airport'403'Dead Indian Memorial3Road-Ashland` OR 97520 °° DN g Spec Item`Description , Qty. U x3 nit Unit Cost Total,ICost #2-L2.3 3/<<"Zurn 350XL Double-Check Valve Assembly 1 Each #4-L2.3 1 %"Brass Shut"Off Valve 1 Each #1-L2.3 1"Pressure Regulator(Zurn 1-600XL or approved equal) 1 Each L1.3- 1"Brass Manual',Drain Valve(Watts WGV-X, Champion 100 1 Each 2.10B or approved equal) #5-L2.3 1" Hunter ICV-101G 5 Each Controller , _ .,rt ' ,., #7-L2.3 Hunter XC-600 with solar sync 1 Each Sprinkler Heads and:Bubblers on Swing Joint • Hunter RZWS-18-25-CV 14 Each Hunter 12"PRS40 72 Each #6-L2.3 Hunter 6"PRS40 68 Each Hunter MP Rotator Nozzles 140 Each ;' Valve.Boxes Ametek brand or equal(of sufficient size to house one or more 7 Each L2.3 valve as needed) Pea Gravel in bottom of boxes(4"depth) 1 Each TOTAL COST GRAND TOTAL COST Written Cost,in Dollars: Bidder Signature: Date: Name: Title: Project No.2019-12 Ashland Municipal Airport Landscaping&Irrigation Improvements Page 10 of 17 ADDENDUM NO. 1 TO THE.INVITATION TO BID DOCUMENTS FOR PROJECT NO.2019-12 ASHLAND AIRPORT ENTRANCE LANDSCAPE IMPROVEMENTS This addendum issued this 11th day of January 2021 affects the invitation to bid documents for the above-referenced project and shall be deemed an integral part of the above referenced documents. i.«n..INVITATION To BID, ,r, , .4,. `.,,, .w :: _, .;: n_, 4,. 4" ". ` ., The project description,meetings,and evaluation criteria are changed by this Addendum as follows: Bid Documents: Revised Plans Exhibit A provides a revised plan set which includes,in part, a tree protection plan, changes relating to the quantities of trees to be planted,and changes to quantities of irrigation items. Bid Documents: Revised Bid Schedule Exhibit B provides a revised bid schedule,consistent with changes in the plan set. N/A There will be no separate payment for the tree protection plan. END OF ADDENDUM City of f Ashland Revised Bid Schedule—Page 24 of ITB ADDENDUM NO.2 TO THE INVITATION TO.BID DOCUMENTS FOR PROJECT NO.2019-12 ASHLAND AIRPORT ENTRANCE LANDSCAPE IMPROVEMENTS This addendum issued this 19`h day of January 2021 affects the invitation to bid documents for the above-referenced project,and shall be deemed an integral part of the above referenced documents. 1 INVTATIN „t . r - * , e tti . vr ,, The project description,meetings,and evaluation criteria are NOT changed by this Addendum. 2 # ITESTIONS AND ANSWERS a•�*:;` .. m_ Q: Can the City award the one-year establishment period maintenance as a separate contract since landscape maintenance is not subject to prevailing wage? A: No. Oregon's prevailing wage law prohibits any public agency from dividing a project to avoid paying prevailing wage. The Bureau of Labor and Industries,BOLI,views separate contracts for the same project as a single project. INTO RM TTION V ` A 4;s�s,�;=..�. General • There are no predicted closures that would prevent the contractor from performing work on any given day. • The City will obtain a tree removal permit from City of Ashland Community Development Dept. Site Preparation • All existing shrubs and designated trees shall be removed by the contractor. • Contractor shall grind stumps of newly removed trees. • Contractor shall grind existing stumps of trees removed prior to this contract. The City estimates there are five(5)existing stumps. Staging • Staging may occur in the grassy,fenced area on the northwestend of the driveway. Irrigation • Contractor shall verify point of connection. The plans may not show an accurate location. • The new irrigation controller may be installed at the same location as the existing controller. Utilities • It is highly probable that multiple buriedutilities are present in the planters and the driveway. Contractor shall order locates prior to breaking ground. END OF ADDENDUM City of Ashland Revised Bid Schedule—Page 24 of ITB ACO DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 2/26/2021 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(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 CONTNAME: Sheryl Wiirts Protectors Insurance, LLC PHONE FAX P.O. Box 4669 (A/C.No.Ext): (541)842-2968 (A/c,No):(541)772-1906 Medford OR 97504 ADDRess: sherylw@protectorsins.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Ohio Security Insurance 24082 INSUREDOVERS-1 INSURER B:American Fire and Casualty 24066 Overstreet Landscape&Hyrdoseeding Inc PO Box 1071 INSURER c:Ohio Casualty Insurance 24074 Eagle Point OR 97524 INSURERD:SAIF Corporation 524113 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:715724953 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DDIYYYY) (MM/DDIYYYY) A X COMMERCIAL GENERAL LIABILITY Y Y BKS53110285 7/17/2020 7/17/2021 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $1,000,000 • MED EXP(Any one person) _ $15,000 - PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X 121: LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y BAA53110285 7/17/2020 7/17/2021 (Ea COMBaccideINEDnt)SINGLELIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS ONLY (Per accident) _ C UMBRELLA LIAB OCCUR Y Y US053110285 7/17/2020 7/17/2021 EACH OCCURRENCE $2,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE _ $ DED X RETENTION$10 fVV1 $ D WORKERS COMPENSATION N 450572 7/1/2020 7/1/2021 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Ashland,Oregon,its officers,agents and employees are Additional Insured for: General Liability per attached policy form CG8810&form CG2010 to follow. Auto liability per attached policy form AC8501 0618 form &form CA8866 to follow: Separation of Insureds Per General Liability form CG0001 04-13 ,Excess Liability form CU6002 0697. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Ashland, Oregon 20 E. Main ST AUTHORIZED REPRESENTATIVE Ashland OR 97520 \ o►—jG,,v1Goj ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) 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 follovving: BUSINESS AUTO COVERAGE FORM e With respect to coverage afforded by:this endorsement, the provisions of the policy apply unless modified - by the endoreement, 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. .1 COVERAGE INDEX - SUBJECT PROVISION NUMBER ==1 ACCIDENTAL AIRBAG DEPLOYMENT 13 r" ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 = AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 AMENDEP FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA:ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS,(Including Employee Hired Auto) EXTRA EXPENSE-BROADENED COVERAOE 11 GLASS REPAIR-WAIVER OF DEDUCTIBLE 17 HIRED AUTO COVERAGE TERRITORY 23 • HIRED AUTO PHYSICAL DAMAGE (Including EMployee. Hired Auto) 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 TOWING AND LABOR TRAILERS -INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS . 20 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINSOTHERS TO US SECTION I-COVERED AUTOS is amended :as follows: . 1. TRAILERS-INCREASED.LOAD CAPACITY The following replaces Paragraph C.1. Certain Trallere, .Mobile Equipment And Temporary Substitute Autos of SECTION -COVERED AUTOS: , 'Trailers r with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. 2017. Liberty Mutual Insurance•. AC 85 0.1 06 18 Includes depyrighted material.of InSprande services Qtfice InC„witb its Permission. Page 1 Of 7 \ 1 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 QR PERMIT, SECTION II. - LIABILITY COVERAGE, Paragraph A.1. 'Who Is An Insuredis amended to include the following .as an"insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided .that yOu ,and such person or .organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to. add such. person, or organization, or governmental or public authority to this policy as an "insured", However,: such person or organization is an "insured": {1) Only.with resPect to the operation; maintenance or use of a covered, "auto"; (2) Only for "bodily;' injury" or"property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or-the permit has been issued to you; and �. (3) Only for the duration of that contract, 'agreement or permit. • The "insured" . is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the ''insured has agreed in writing to primary noncontributory wording per enhancement number 24,this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.e. 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 donot 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. 4 `2017 Liberty.Mutual Insurance AC 85 0.1 06 18. Includescopyrighted 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 13,6. Fellow ,Employee does :not apply if.the "bodily injuryresults 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:. e 7.' HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extenslons of SECTION III - PHYSICAL.DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" fot.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 "auto's": 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: . e o 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. . O. 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,performedat the place of disablement . ©- :2017 Liberty Mutual Insurance :. AC 85 0:1 06 141.. Includes_copyrighteii material of.IrisuranceServices'Qffice 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.$50per day and a niaximuni 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 th'e'first 24 hours following the "accident" or. "loss" to the covered "auto ." b. Rental Reimbursement requires 'the rental ofa 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 rand equipment from the covered "auto". This limit is r 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. é. 'If "loss" results from the total. theft of a covered "auto" Of the private. passenger type, wewill 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-',BROAD,ENED COVERAGE Under SECTION III PHYSICAL DAMAGE (COVERAGE, A. Coverage, we will pay for the expense of .returning astolen 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 oh 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 purpose§ of4this 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 thefollowing- , 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 0.1 06 18 Includes.copyrighted material of Insurance Services.Office Inc with its P,ermission:. 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, D. 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: e 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 e (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: • 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 lets 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 at of the incep- tion date or renewal date of the Business Auto •Coverage Form, the coverage afforded bythis 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 Mutualinsurance AC 85 0'I 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 area 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 hamesi,and addresses of any injured persons and witnesses. ' sem. 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: 0 o If the person or organization has in a written agreement waived those rights before an "accident" or o e "loss", our rights. are waived also. 0 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 6f the United States of,America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does hot 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 al Named Insured under such other insurance; and 2. You have agreed in.'a written .contract or written agreement:.that this insurance would be.primary s and would not seektcontribution from any other insurance available to such"insured". SECTION'V-DEFINITIONS is amended a's 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. COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL'LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY-ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 0 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g.Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to,carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there- is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, .explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit . of insurance applies to this coverage as described in Section III - Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits Of Insurance. 2. Paragraph 6. under Section III -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) -Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I -Coverage C-Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance,' operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: ; (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance affordedto such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured: With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered 'operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. a The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to'defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b.'of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of.8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or."property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. a d. "Bodily injury" or"property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the .project (other than service,. maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provisionapplies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary-Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between ,you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" asa consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II.-Who Is An Insured is replaced by the following: 3. Any organization ; you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. 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 or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV -Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV -Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II -Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force.to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights, against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. O a © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 8 of 8 COMMERCIAL GENERAL LIABILITY CG 88 70 12 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONSTRUCTION PROJECT(S) - GENERAL AGGREGATE LIMIT (PER PROJECT) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which can be attributed only to ongoing operations at a single construction project away from premises owned by or rented to you: 1. A separate Construction Project General Aggregate Limit applies to each construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations . 2. The Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard", and for medical expenses under Cov- erage C regardless of the number of: a. Insureds; b. Claims made or;"suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Construction Project General Aggregate Limit for that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Construction Project General Aggregate Limit for any other construction project. 4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Construction Project General Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which cannot be attrib- uted only to ongoing operations at a single construction project away from premises owned by or rented to you: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Construction Project General Aggregate Limit. C. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Construction Project General Aggregate Limit. D. If the applicable construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply. CG 88 70 12 08 Includes copyrighted material of ISO Properties,Inc.,with its permission. Page 1 of 1 • (b) Any other. primary insurance b. Premium shown in this Coverage Part as available to you covering liabil- advance premium is a deposit premium ity for damages arising out of the only. At the close of each audit period we premises or operations, or the will compute the earned premium for products and completed oper- that period and send notice to the first ations, for which you have been Named Insured. The due date for audit added as an additional insured. and retrospective premiums is the date (2) When this insurance is excess, we shown as the due date on the bill. If the will have no duty under Coverages A sum of the advance and audit premiums or B to defend the insured against paid for the policy period is greater than any "suit" if any other insurer has a the earned premium, we will return the duty to defend the insured against excess to the first Named Insured. that "suit". If no other insurer de- c. The first Named Insured must keep fends, we will undertake to do so, but records of the information we need for we will be entitled to the insured's premium computation, and send us rights against all those other insur- copies at such times as we may request. ers. 6. Representations (3) When this insurance is excess over Byaccepting other insurance, we will pay only our this policy,Y, you agree: share of the amount of the loss, if a. The statements in the Declarations are any, that exceeds the sum of: accurate and complete; (a) The total amount that all such b. Those statements are based upon repre- other insurance would pay for sentations you made to us; and the loss in the absence of this in- c. We have issued this policy in reliance surance; and upon your representations. (b) The total of all deductible and 7. Separation Of Insureds iy self-insured amounts under all Except with respect to the Limits of Insur- that other insurance. ance, and any rights or duties specifically as- (4) We will share the remaining loss, if signed in this Coverage Part to the first any, with any other insurance that is Named Insured, this insurance applies: not described in this Excess Insur- a. As if each Named Insured were the only ance provision and was not bought Named Insured; and specifically to apply in excess of the b. Separately to each insured against whom Limits of Insurance shown in the claim is made or "suit" is brought. Declarations of this Coverage Part. 8. Transfer Of Rights Of Recovery Against Oth- c. Method Of Sharing ers To Us If all of the other insurance permits con- If the insured has rights to recover all or part tribution by equal shares, we will follow of any payment we have made under this this method also. Under this approach Coverage Part, those rights are transferred to each insurer contributes equal amounts us. The insured must do nothing after loss to until it has paid its applicable limit of in- impair them. At our request, the insured will surance or none of the loss remains, bring "suit" or transfer those rights to us and whichever comes first. help us enforce them. If any of the other insurance does not per- 9. When We Do Not Renew mit contribution by equal shares, we will If we decide not to renew this Coverage Part, contribute by limits. Under this method, we will mail or deliver to the first Named In- each insurer's share is based on the ratio sured shown in the Declarations written no- of its applicable limit of insurance to the tice of the nonrenewal not less than 30 days total applicable limits of insurance of all before the expiration date. insurers. 5. Premium Audit If notice is mailed, proof of mailing will be sufficient proof of notice. a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 13 of 17 (b) Any other, primary insurance b. Premium shown in this Coverage Part as available to you covering liabil- advance premium is a deposit premium ity for damages arising out of the only. At the close of each audit period we premises or operations, or the will compute the earned premium for products and completed oper- that period and send notice to the first ations, for which you have been Named Insured. The due date for audit added as an additional insured. and retrospective premiums is the date (2) When this insurance is excess, we shown as the due date on the bill. If the will have no duty under Coverages A sum of the advance and audit premiums or B to defend the insured against paid for the policy period is greater than any "suit" if any other insurer has a the earned premium, we will return the duty to defend the insured against excess to the first Named Insured. that "suit". If no other insurer de- c. The first Named Insured must keep fends, we will undertake to do so, but records of the information we need for we will be entitled to the insured's premium computation, and send us r. rights against all those other insur- copies at such times as we may request. ers. 6. Representations (3) When this insurance is excess over By accepting this policy, you agree: other insurance, we will pay only our a. The statements in the Declarations are share of the amount of the loss, if accurate and complete; any, that exceeds the sum of: (a) The total amount that all such b. Those statements are based upon repre- other insurance would pay for sentations you made to us; and the loss in the absence of this in- c. We have issued this policy in reliance surance; and upon your representations. (b) The total of all deductible and 7. Separation Of Insureds n self-insured, amounts under all Except with respect to the Limits of Insur- that other insurance. ance, and any rights or duties specifically as- (4) We will share the remaining loss, if signed in this Coverage Part to the first any, with any other insurance that is Named Insured, this insurance applies: not described in this Excess Insur- a. As if each Named Insured were the only ance provision ' and was not bought Named Insured; and specifically to apply in excess of the b. Separately to each insured against whom Limits of Insurance shown in the claim is made or "suit" is brought. Declarations of this Coverage Part. 8. Transfer Of Rights Of Recovery Against Oth- c. Method Of Sharing' ers To Us If all of the other insurance permits con- If the insured has rights to recover all or part tribution by equal shares, we will follow of any payment we have made under this this method also. .Under this approach Coverage Part, those rights are transferred to each insurer contributes equal amounts us. The insured must do nothing after loss to 15 until it has paid its applicable limit of in- . . impair them. At our request, the insured will surance or none ofthe loss remains, bring "suit" or transfer those rights to us and whichever comes first. help us enforce them. If any of the other insurance does not per- 9. When We Do Not Renew mit contribution by equal shares, we will If we decide not to renew this Coverage Part, contribute by limits. Under this method, we will mail or deliver to the first Named In- each insurer's share is based on the ratio suredshown in the Declarations written no- of its applicable limit of insurance .to the tice of the nonrenewal not less than 30 days total applicable limits of insurance of all before the expiration date. insurers. 5. Premium Audit If notice is mailed, proof of mailing will be sufficient proof of notice. a. We will compute all premiums for this Coverage Part in ,accordance with our rules and rates. CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 13 of 17 Legal Department Review DOCUMENT TRANSMITTAL AND CONTROL This form will accompany the document through the drafting, review,and signature processes, and will be kept with the City's final executed copy of the document. Required fields are indicated in gray scale. Document: Overstreet Landscape Goods and Services Agreement (Include names of to the document) Type of Document: Contract ® Lease ❑ Easement ❑ Deed ❑ IGA ❑ ! Other(Spec fy) Dept Contact: Tami De Mine-Campos ACTION REQUESTED: Dept:Public.Works Phone: Ext 2420 Review Draft Date submitted to Legal: 2/10/2021 ❑ Approve finaland forward to: Draft due by: ASAP (Unless indicated,Legal will return document to you) Return Requested by: Tami De Mille-Campos Complete this section ONLY the first time this form is filled out: Has this document been previously worked on by the Legal Dept Staff? 8 No ❑ Yes If yes, by whom? LEGAL DEPT First Date Received by Legal Date: c2'-/t)` / By: /CL/ USE ONLY Returned to Dept. for Revision Date: By: Received for additional review by Legal Date: By: Returned to Dept. for Revision Date: By: Received for additional review by Legal Date: By: Returned to Dept.for Revision Date: By: Received for Additional Review by Legal Date: By: Returned to Dept for Revision Date: By: Final Logged out by Legal Date: - 4 T / By: /<-t-_ Comments from LEGAL to DEPARTMENT: Comments from DEPARTMENT to LEGAL: ❑ See Attached. .y am /a,s� 3 t,-"_ go Return original executed document to City Does this document need to be recorded? Recorder for safekeeping? ❑ No Yes No ❑ Yes CITY AD ISTRATOR/DEPARTMENT H AD Please do not sign the attached document until this form s been ap ed by the Legal Dept below: FINAL LEGAL DEPARTMENT APPROVAL: - , Date: G:\legal\DEPARTMENTS\Contraeting\FORMS\Legal Doe Transmittal-KLB.doex