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HomeMy WebLinkAbout2021-133 PO 20220175- Ironclad Security LLC Purchase Order , 0 A rat „ Fiscal Year 2022 Page: 1 of: 1 `1 '" M €..– fly a s B City of Ashland ;_ � . �_ - ATT.: Accounts Payable LPurchase �� L 20 E. Main Order# O O 175 Ashland, OR 97520 T Phone: 541/552-2010 O Email: payable@ashland.or.us V H CIO Fire and Rescue Department E IRONCLAD SECURITY, LLC 1 455 Siskiyou Blvd N 6050 CRATER LAKE AVE#B p Ashland, OR 97520 D CENTRAL POINT, OR 97502 Phone: 541/482-2770 R O Fax: 541/488-5318 - .-3 e(=5�Ia .`UM.i=.,:::-_,–,--.-----=Y�$a sglI3:��@!3 E���'= ali=1!! 1@ `.e! 1 �" 1 ° et is i=1.�{–t,. . - - � �� ���.��T ._.. .i� ��YtT�.-_.: 3-3. ..��-�31 cz�--_ Emil Matlock _ T ,, -1(-7_-[-1E 71-- m= § E.i:_9i z9 gi b 1(.I a��11_ _(};. i iN {;§=I --��$s E =J _€x #3 ( B • riORM CITY OF SI—ILAN D A vet. e:at. for ,: I I/)'r.< l,vit..4 2p / V/r /A- REQUISITION Date of request; 10/26/2021 Required date for delivery: Vendor Name Ironclad Security Address,City,State,Zip 6050 Crater Lake Avenue#6,Central Point.OR 97502 Contact Name&Telephone Number Jason McCauley 541-326-0990 Email address SOURCING METHOD ❑ Exempt from Competitive Striding 0 Emergency ❑ Reason for exemption: 0 Invitation to Bid 0 Form#13,Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached (Attach copy of council communication) (If council approval required,attach copy of CC) ❑ Small Procurement 0 Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by Council: ❑ State of Oregon 0 Direct Award _(Attach copy of council communication) ' Contract It ❑ Verbal/Written quote(s)or proposal(s) 0 Request for Qualifications(Public Works) 0 State of Washington Date approved by Council: Contract# (Attach copy of council communicat€on) 0 Other government agency contract Intermediate Procurement ❑ Sole Source Agency GOODS&SERVICES 0 Applicable Form(#5,6,7 or 8) Contract# Greater than$5,000 and less than$100,000 0 Written quote or proposal attached Intergovernmental Agreement ❑ (3)Written quotes and solicitation attached ❑ Form#4,Personal Services>$5K&<$75K Agency PERSONAL SERVICES 0 Special Procurement 0 Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 0 Form#9,Request for Approval Agreement approved by Legal and approved/signed by ❑ Direct appointment not to exceed$35,000 0 Written quote or proposal attached City Administrator.AMC 2.50.070(4) ❑ (3)Written proposals/written solicitation Date approved by Council: , ❑ Annual cost to City exceeds$25,000,Council ❑ Form#4,Personal Services>$5K&<$75K Valid until: (Date) approval required.(Attach copy of council communication) Description of SERVICES Total Cost Installation of(2) reader interface keypad for Fire Station 1 LobbyDoors s Item# Quantity Unit Description of MATERIALS Unit Price Total Cost ❑ Per attached quotelpreposal TOTAL:COST ` '` ' <:: 0. ProjectNumber Account Number 07120 2 tdr b60 220 'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director In collaboration with department to approve all hardware and software purchases: IT Director Date Suppori-Yes/No By signing this requisition form,t c:rtify that the City's public contracting requirements have been satisfied. / .� Employe-..Aka .. �i Department Head: r, r AIMS (Equal to or greater han$5,000) Department ManagerlSupervisor: City Administrator:\ X , (Equal to or greater than$25,000) Funds appropriated for current fiscal year; YES / NO _ -- Deputy Finance Director-(Equal to or greater than$5,000) Date Comments; Form#3-Requisition , € GOODS AND SERVICES AGREEMENT ($35,000 OR LESS) PROVIDER: Ironclad Security CITY OF PROVIDER'S ASH LAN D CONTACT: , Jason McCauley 20 East Main Street Ashland,Oregon 97520 ADDRESS: 6050 Crater Lake Avenue#B Telephone: 541/488-5587 Central Point, OR 97502 Fax: 541/488-6006 PHONE: ; 541-326-0990/541-841-0395 This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland,an Oregon municipal corporation(hereinafter"City")and Ironclad Security(a domestic/foreign business corporation) ("hereinafter"Provider"),for lock and key service. 1. PROVIDER'S OBLIGATIONS 1.1 Provide reader interface keypad for Fire Station 1 lobby doors as set forth in the "SUPPORTING DOCUMENTS" attached hereto and, by this reference, incorporated herein. Provider expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING DOCUMENTS,and that no waiver or extension of such deadline may be authorized except in the same manner as herein provided for authority to exceed the maximum compensation. The services defined and described in the "SUPPORTING DOCUMENTS" shall hereinafter be collectively referred to as "Work." 1.2 Provider shall obtain and maintain during the term of this'Agreement and until City's final acceptance of all Work received hereunder,a policy or policies of liability insurance including 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 • Provider shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and Page 1 of 6: Goods and Services Agreement between the City of Ashland and Ironclad Security • Be evidenced by a certificate or certificates of such insurance approved by the City. 1.3 Provider shall,at its own expense,maintain Worker's Compensation Insurance in compliance with ORS 656.017, which requires subject employers to provide workers' compensation coverage for all of its subject workers. 1.4 Provider agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin,! age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of this Agreement when employed by Provider. Provider agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Provider agrees not to discriminate against a disadvantaged business enterprise,minority-owned business,woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 1.5 In all solicitations either by competitive bidding or negotiation made by Provider for work to be performed under a subcontract, including procurements !of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination Iaws. 1.6 Living Wage Requirements: If the amount of this Agreement is $22,310.46 or more, Provider is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage,as defined in that chapter, to all employees performing Work under this Agreement and to any Subcontractor who performs 50% or more of the Work under this Agreement. Provider is also required to post the notice attached hereto as"Exhibit A"predominantly in areas where it will be seen by all employees. 1.7 Assignment: Provider shall not assign this Agreement or subcontract any portion of the Work to be provided hereunder without the 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 ally persons employed by them,and the approval by the City of any assignment or subcontract shall not create,any contractual relation between the assignee or subcontractor and the City. 2. CITY'S OBLIGATIONS 2.1 City shall pay Provider the rates effective 8/20/21 as specified in the SUPPORTING DOCUMENTS. 2.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of$7,869.91 (this is maximum,not to exceed amount of ENTIRE Agreement)without express, written approval from the City official whose signature appears below, or such official's successor in office. Provider 'expressly acknowledges that no other person has authority to order or authorize additional Work which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further acknowledges that any Work delivered or expenses incurred without authorization as provided herein is done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement. 3. GENERAL PROVISIONS 3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from Provider and is free to procure similar types of goods and services from other providers in its sole discretion. Page 2 of 6: Goods and Services Agreement between the City of Ashland and ironclad Security • a 3.2 Provider is an independent contractor and not an employee;or agent of the City for any purpose. 3.3 Provider is not entitled to,and expressly waives all claims to City benefits such as health and disability insurance,paid leave,and retirement. 3.4 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof. It supersedes all prior agreements,negotiations,and representations between the parties, whether written or oral. 3.5 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. 3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 3.7 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue,and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate,so as to effectuate this choice of venue. - i 3.8 Provider shall defend,save,hold harmless and indemnify the City and its officers,employees and agents from and against any and all claims, suits, actions, losses,damages, liabilities, costs, and expenses of any nature resulting from, arising out of, or relating to the activities of Provider or its officers, employees,contractors,or agents under this Agreement. 3.9 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God,strikes;lockouts,accidents,or other events beyond the control of the other or the other's officers,employees or agents. 3.10 If any provision of this Agreement is found by a court of,competent jurisdiction to be unenforceable, such provision shall not affect the other provisions,but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement. 3.11 Deliveries will be F.O.B destination.Provider shall pay all transportation and handling charges for the Goods.Provider is responsible and liable for loss or damage until final inspection and acceptance of the Goods by the City. Provider remains liable for latent defects, fraud,and warranties. 3.12 The City may inspect and test the Goods. The City may reject non-conforming Goods and require Provider to correct them without charge or deliver them at a reduced price, as negotiated. If Provider does not cure any defects within a reasonable time, the;City may reject the Goods and cancel this Agreement in whole or in part. This paragraph does not affect or limit the City's rights, including its rights under the Uniform Commercial Code, ORS Chapter;72(UCC). 3.13 Provider represents and warrants that the Goods are new, current, and fully warranted by the manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from defects in labor,material and manufacture. Provider shall transfer all warranties to the City. Page 3 of 6: Goods and Services Agreement between the City of Ashland and Ironclad Security a � 4. SUPPORTING DOCUMENTS 4.1 The following documents are, by this reference, expressly incorporated in this Agreement, and are collectively referred to in this Agreement as the"SUPPORTING DOCUMENTS:" • The Provider's complete written Proposal dated August 20,2021. 4.2 This Agreement and the SUPPORTING DOCUMENTS shall be construed to be mutually complimentary and supplementary wherever possible. In the event of a conflict which cannot be so resolved, the provisions of this Agreement itself shall control over any conflicting provisions in any of the SUPPORTING DOCUMENTS. In the event of conflict between provisions of two of the SUPPORTING DOCUMENTS,the several supporting documents shall be given precedence in the order listed in Article 4.1. 5. REMEDIES 5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including,but not limited to: 5.1.1 Termination of this Agreement; 5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively; 5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; 5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue any remedy or remedies singly,collectively,successively or in any order whatsoever. 5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Provider exceed the amount due, Provider shall pay immediately any excess to City upon written demand provided. 6. TERM AND TERMINATION 6.1 Term This Agreement shall be effective from the date of execution on behalf of the City as set forth below (the "Effective Date"), and shall continue in full force and effect until June 30, 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 for any reason deemed appropriate in its sole discretion. 6.2.3 Either party may terminate this Agreement,with cause,by not less than fourteen (14)days' prior written notice if the cause is not cured within that fourteen (14) day period after written notice. Such termination is in addition to and not in lieu of any other remedy at law or equity. 7. NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the address set forth below: Page 4 of 6: Goods and Services Agreement between the City of Ashland and Ironclad Security If to the City: City of Ashland—Facilities Maintenance Department Attn: David Arnold 20 E.Main Street Ashland, Oregon 97520 Phone: (541)552-2292 With a copy to: City of Ashland—Legal Department 20 E.Main Street Ashland, OR 97520 Phone: (541)488-5350 If to Provider: Ironclad Security Attn: Jason McCauley 541-326-0990 / 541-841-0395 8. WAIVER OF BREACH One or more waivers or failures to object by either party to the other's breach of any provision,term,condition, or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach,whether or not of the same nature. 9. PROVIDER'S COMPLIANCE WITH TAX LAWS 9.1 Provider represents and warrants to the City that: 9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316,317,and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.1.2 Provider,for a period of no fewer than six(6)calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305:620 and ORS chapters 316,317,and 318; (ii) Any tax provisions imposed by a 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 ironclad Security f I • IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND: Ironclad S r ity( AL ROVIDER By: Signature Signatur= asco yllict‘otei Printed Name Printed Name tic= \)1k 6S� ,f Title Title lO 12.o/ W2- i%S('zI Date Date WA is to be submitted with this signed Agreement) Purchase Order No. - 217 f • F 1 • Page 61)16: Goods and Services Agreement between the City of Ashland and Ironclad Security THIS ENDORSEMENT CHANGES THE POLICY.'PLEASE READ IT CAREFULLY. CinciPlus° BUSINESS AUTO XC+® (EXPANDED COVERAGE PLUS) ENDORSEMENT This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to the coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement. A. Blanket Waiver of Subrogation This provision does not apply unless the valid written contract has been: SECTION IV - BUSINESS AUTO CONDI- TIONS, A. Loss Conditions, 5. Transfer of 1. Executed prior to the accident causing Rights of Recovery Against Others to Us is "bodily injury'or"property damage"; and amended by the addition of the following: 2. is still in force at the time of the"accident" We waive any right of recovery we may have causing "bodily injury" or "property dam- against any person or organization because of age". payments we make for "bodily injury" or "property damage"arising out of the operation D. Employee Hired Auto of a covered "auto"when you have assumed 1. Changes in Liability Coverage liability for such "bodily injury" or "property damage" under an "insured contract", provid- The following is added to the Section II - ed the"bodily injury"or"property damage"oc- Liability Coverage, A. Coverage, 1. curs subsequent to the execution or the "in- Who is an Insured: sured contract". An "employee" of yours is an "insured" B. Noncontributory Insurance while operating an "auto" hired or rented SECTION IV - BUSINESS AUTO CONDI- under a contract or agreement in that "employee's"name, with your permission, TIONS, B. General Conditions, 5. Other In- while performing duties related to the surance c.is replaced by the following: conduct of your business. c. Regardless of the provisions of Par- 2. Changes in General Conditions agraph a. above, this Coverage Form's Liability Coverage is primary SECTION IV - BUSINESS AUTO CON- and we will not seek contribution DITIONS, B. General Conditions, 5. from any other insurance for any ria- Other Insurance is amended by replac- bility assumed under an "insured ing Paragraph 5.b.with the following: contract" that requires liability to be assumed on a primary noncontributo- b. For Hired Auto Physical Damage ry basis. Coverage the following are deemed to be covered"autos"you own: C. Additional Insured by Contract (1) Any covered "auto" you lease, SECTION II - LIABILITY COVERAGE, A. hire, rent or borrow; and Coverage, I.Who is an Insured is amended to include as an insured any person or organi- (2) Any covered "auto" hired or zation with which you have agreed in a valid rented by your"employee"under Ia contract in that individual "em- written contract to provide insurance as is af- forded by this policy. ployee's" name, with your per- mission, while performing duties This provision is limited to the scope of the related to the conduct of your it valid written contract. business. Includes copyrighted material of ISO AA 288 01 16 Properties, Inc.,with its permission. Page 1 of 4 However, any "auto" that is leased, a. Is effective on the date of acquisition hired, rented or borrowed with a driver or formation, and is afforded for 180 is not a covered"auto". days after such date; E. Audio, Visual and Data Electronic Equip- b. Does not apply to "bodily injury" or ment "property damage" resulting from an SECTION III - PHYSICAL DAMAGE COV- "accident" that occurred before you acquired or formed the organization; ERAGE, C. Limit of Insurance is amended by adding the following: c. Does not apply to any newly acquired 4. The most we will pay for all "loss" to au- or formed organization that is a joint venture or partnership;and dio, visual or data electronic equipment and any accessories used with this d. Does not apply to an insured under equipment as a result of any one "acci- any other automobile liability policy, dent"is the lesser of , or would be an insured under such a policy but for the termination of such a. The actual cash value of the dam- policy or the exhaustion of such poli- aged or stolen property as of the time ; cy's limits of insurance. of the"accident"; 3. Any of your "employees" while using a b. The cost of repairing or replacing the covered "auto" in your business or your damaged or stolen property with oth- personal affairs, provided you do not own, er property of like kind and quality;or hire or borrow that"auto". G. $2,500. G. Liability Coverage Extensions - Supple- Provided the equipment,at the time of the mentary Payments-Higher Limits "loss"is: SECTION II - LIABILITY COVERAGE, A. a. Permanently installed in or upon the Coverage, 2. Coverage Extensions, a. Sup- covered "auto" in a housing, opening plementary Payments is amended by: or other location that is not normally 1. Replacing the $2,000 Limit of Insurance used by the "auto" manufacturer for for bail bonds with $4,000 in (2); and the installation of such equipment; 2. Replacing the $250 Limit of Insurance for b. Removable from a permanently in- reasonable expenses with$500 in(4). stalled housing unit as described in Paragraph 2.a.above; or H. Amended Fellow Employee Exclusion c. An integral part of such equipment. SECTION II -LIABILITY COVERAGE, B. Ex- clusions, 5. Fellow Employee is modified as F. Who is an Insured-Amended follows: SECTION II - LIABILITY COVERAGE, A. Exclusion 5. Fellow Employee is deleted. Coverage, 1.Who is an Insured is amended by adding the following: I. Hired Auto -Physical Damage The following are"insureds": If hired"autos"are covered "autos"for Liability Coverage, then Comprehensive and Collision 1. Any subsidiary which is a legally incorpo- Physical, Damage Coverages as provided un- rated entity of which you own a financial der SECTION III - PHYSICAL DAMAGE interest of more than 50% of the voting COVERAGE of this Coverage Part are ex- stock on the effective date of this cover- tended to "autos"you hire, subject to the fol- age form. lowing: However, the insurance afforded by this 1. The most we will pay for "loss" to any provision does not apply to any subsidiary hired "auto"is$50,000 or the actual cash that is an "insured" under any other au- value or cost to repair or replace, which- tomobile liability policy, or would be an ever is the least, minus a deductible. "insured" under such policy but for termi- nation of such policy or the exhaustion of 2. The deductible will be equal to the largest such policy's limits of insurance. deductible applicable to any owned"auto" for that coverage, or$1,000,whichever is 2. Any organization that is newly acquired or less. formed by you and over which you main- tain majority ownership. The insurance 3. Hired Auto - Physical Damage coverage provided by this provision: is excess over any other collectible insur- ance. Includes copyrighted material of ISO AA 288 01 16 Properties, Inc.,with its permission. Page 2 of 4 4. Subject to the above limit,deductible,and K. Transportation Expense-Higher Limits excess provisions we will provide cover- SECTION III - PHYSICAL DAMAGE COV- age equal to the broadest coverage appli- ERAGE, A. Coverage,.4. Coverage Exten- cable to any covered "auto" you own in- cions is amended by replacing $20 per day sured under this policy. with $50 per day, and $600 maximum with Coverage includes loss of use of that hired au- $1,500 maximum in Extension a. Transpor- to, provided it results from an "accident" for tation Expenses. which you are legally liable and as a result of L. Airbag Coverage which a monetary loss is sustained by the leasing or rental concern. The most we will SECTION III - PHYSICAL DAMAGE COV- pay for any one"accident"is$3,000. ERAGE, B. Exclusions, 3.a. is amended by . If a limit for Hired Auto - Physical Damage is adding the following: shown in the Schedule, then that limit replac- However, the mechanical and electrical es, and is not added to, the $50,000 limit indi- breakdown portion of this exdusion does not cated above. apply to the accidental discharge of an airbag. J. Rental Reimbursement This coverage for airbags is excess over any other collectible insurance or warranty. SECTION III - PHYSICAL DAMAGE is M. Loan or Lease Gap Coverage amended by adding the following: 1. We will pay for rental reimbursement ex- '1• SECTION III - PHYSICAL DAMAGE penses incurred by you for the rental of COVERAGE, C. Limit of Insurance is an"auto"because of a loss"to a covered deleted in its entirety and replaced by the "auto". Payment applies in addition to the following, but only for private passenger otherwise applicable amount of each coy- type"autos"with an original loan or lease, erage you have on a covered "auto". No and only in the event of a "total loss" to deductible applies to this coverage. such a private passenger type"auto": 2. We will pay only for those expenses in- a. The most we will pay for"loss"in any curred during the policy period beginning one"accident"is the greater of: 24 hours after the "loss" and ending, re- (1) The amount due under the terms gardless of the policy's expiration, with of the lease or loan to which the lesser of the following number of your covered private passenger days: type "auto"is subject, but will not a. The number of days reasonably re- include: quired to repair the covered "auto". If (a) Overdue lease or loan pay- "loss"is caused by theft,this number ments; of days is added to the number of days it takes to locate the covered (b) Financial penalties imposed "auto"and return it to you; or under the lease due to high mileage, excessive use or b. 30 days. abnormal wear and tear; 3. Our payment is limited to the lesser of the (c) Security deposits not re- following amounts: funded by the lessor; a. Necessary and actual expenses in- (d) Costs for extended warran- curred; or ties, Credit Life Insurance, b. $50 per day. Health, Accident or Disabil- ity Insurance purchased 4. This coverage does not apply while there with the loan or lease; and are spare or reserveautos", available to you for your operations. 5. We will pay under this coverage only that amount of your rental reimbursement ex- (e) Carry-over balances from previous loans or leases, or (2) Actual cash value of the stolen penses which is not already provided for or damaged property. It under SECTION III - PHYSICAL DAM- E COVERAGE, A. Coverage, 4. b. An adjustment for depreciation and % AGE Coverage Extensions.GEphysical condition will be made in de- termining actual cash value at the time of"loss". ( Includes copyrighted material of ISO AA 288 01 16 Properties, Inc.,with its permission. Page 3 of 4 i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CinciPak"� CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Endorsement-Table of Contents: Coverage: Begins on Page: 1. Employee Benefit Liability Coverage 3 2. Unintentional Failure To Disclose Hazards 9 3. Supplementary Payments 9 4. Medical Payments 9 5. 180 Day Coverage For Newly Formed Or Acquired Organizations 9 6. Waiver Of Subrogation 9 7. Automatic Additional Insured-Specified Relationships: 9 • Managers Or Lessors Of Premises; • Lessor Of Leased Equipment; • Vendors; • State Or Governmental Agency Or Subdivision'Or Political Subdivision -Permits Or Authorizations Relating To Premises; and • Mortgagee,Assignee Or Receiver 8. Property Damage To Borrowed Equipment 12 9. Employees As Insureds -Specified Health Care Services And Good Samaritan Services 13 10. Broadened Notice Of Occurrence 13 11. Nonowned Aircraft 133 12. Bodily Injury Redefined 13. Expected Or Intended Injury Redefined 14 14. Former Employees As Insureds 14 15. Voluntary Property Damage Coverage 14 16. Broadened Contractual Liability-Work Within 50'Of Railroad Property 16 17. Alienated Premises 16 B. Limits Of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorse- ment, except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $1,000,000 Aggregate Limit: $3,000,000 Deductible Amount: $ 1,000 r ' 3. Supplementary Payments Bail Bonds: $2,500 4. Medical Payments Medical Expense Limit:$10,000 8. Property Damage To Borrowed Equipment Each Occurrence Limit: $10,000 Deductible Amount: $ 250 I Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 1 of 16 ti • • • 15. Voluntary Property Damage(Coverage a.) and Care, Custody or Control Liability Coverage (Coverage b.) Limits of Insurance Coverage a. $1,000 Each Occurrence $5,000 Aggregate Coverage b.$5,000 Each Occurrence unless otherwise stated$ Deductible Amount(Each Occurrence) Coverage a.$250 Coverage b.$250 unless otherwise stated $ COVERAGE PREMIUM BASIS RATE ADVANCE PREMIUM (a) Area (For Limits in Excess of (For Limits in Excess of (b) Payroll $5,000) $5,000) (c) Gross Sales (d) Units (e) Other b. Care, Custody or Control TOTAL ANNUAL PREMIUM $ Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 2 of 16 C. Coverages 2) Occurred prior to the "first effective date" of 1. Employee Benefit Liability Coverage this endorsement pro- a. The following is added to Section I - vided: Coverages: a) You did not have Employee Benefit Liability Cover- knowledge of a I claim or"suit"on or age before the "first ef- (1) Insuring Agreement fective date"of this (a) We will pay those sums that endorsement. the insured becomes legally You will be obligated to pay as damag- deemed to have ' es caused by any act, error knowledge of a or omission of the insured, claim or "suit" or of any other person for when any "author- whose acts the insured is ized representa- legally liable, to which this tive"; insurance applies. We will have the right and duty to i) Reports all, or defend the insured against any part, of theor any "suit" seeking those oct , error damages. However, we will ommission to us have no duty to defend or any other against any "suit" seeking insurer; damages to which this in- ii) Receives a surance does not apply. We written or ver- may, at our discretion, in- bal demand or vestigate any report of an claim for dam- act, error or omission and ages because settle any claim or"suit'that of the act, er- may result. But: ror or omis- I 1) The amount we will pay sion; and for damages is limited b) There is no other as described in Section applicable insur- III - Limits Of Insur- ance. ance; and (2) Exclusions 2) Our right and duty to defend ends when we This insurance does not apply to: have used up the appli- cable limit of insurance (a) Bodily Injury, Property in the payment of judg- Damage Or Personal And ments or settlements. Advertising Injury No other obligation or liabil- "Bodily injury", "property ity to pay sums or perform damage" or "personal and acts or services is covered advertising injury". unless explicitly provided for (b) Dishonest, Fraudulent, under Supplementary Criminal Or Malicious Act Payments. (b) This insurance applies to Damages arising out of any pp intentional, dishonest, damages only if the act, er- fraudulent, criminal or mall- ror or omission, is negligent- cious act, error or omission, ly committed in the "admin- committed by any insured, 'station" of your "employee including the willful or reck- benefit program"; and less violation of any statute. 1) Occurs during the policy period; or Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 3 of 16 } (c) Failure To Perform A Con- effort and cooperation of the tract insured, from the applicable • Damages arising out of fail- funds accrued or other col- lectibleure of performance of con- tract insurance. by any insurer. (i) Taxes, Fines Or Penalties (d) Insufficiency Of Funds Taxes, fines or penalties, in- cluding those imposed un- Damages arising out of an der the Internal Revenue insufficiency of funds to Code or any similar state or meet any obligations under local law. any plan included in the "employee benefit program". (j) Employment-Related Prac- (e) Inadequacy Of Perfor- tices mance Of Invest- Any liability arising out of ment/Advice Given With any: Respect To Participation (1) Refusal to employ; Any claim based upon: (2) Termination of employ- 1) Failure of any invest- ment; ment to perform; (3) Coercion, demotion, 2) Errors in providing in- evaluation, reassign- formation on past per- ment, discipline, defa- formance of investment mation, harassment, vehicles; or humiliation, employ- 3) discrimina- Advice given to any tion or other ment-related practices, person with respect to acts or omissions; or that person's decision to participate or not to par- (4) Consequential liability tidpate in any plan in- as a result of(1), (2) or cluded in the"employee (3)above. benefit program". This exclusion applies (f) Workers' Compensation whether the insured may be And Similar Laws held liable as an employer or in any other capacity and Any claim arising out of your to any obligation to share failure to comply with the damages with or repay mandatory provisions of any someone else who must pay workers' compensation, un- damages because of the in- employment compensation jury. insurance, social security or disability benefits law or any (3) Supplementary Payments similar law. Section I - Coverages, Sup- (g) ERISA plementary Payments - Cover- agesDamages for which any in- A and B also apply to this Coverage. sured is liable because of li- ability imposed on a fiduci- b. Who Is An Insured ary by the Employee Re- tirement Income Security .As respects Employee Benefit Lia- Act of 1974, as now or bility Coverage, Section II -Who Is hereafter amended, or by An Insured is replaced by the follow- any similar federal, state or ;ing: local laws. (1) If you are designated in the Dec- (h) Available Benefits larations as: Any claim for benefits to the (a) An individual, you and your extent that such benefits are spouse are insureds, but un- available, with reasonable ly with respect to the con- Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 4 of 16 duct of a business of which liability company,and over which you are the sole owner. you maintain ownership or major- ity interest, will qualify as a (b) A partnership or joint ven- Named Insured if no other similar ture, you are an insured. insurance applies to that organi- Your members, your part- zation. However, coverage under ners, and their spouses are this provision: also insureds but only with respect to the conduct of (a) Is afforded only until the your business. 180th day after you acquire or form the organization or (c) A limited liability company, the end of the policy period, you are an insured. Your whichever is earlier; and members are also insureds, but only with respect to the (b) Does not apply to any act, conduct of your business. error or omission that was Your managers are in- committed before you ac- sureds, but only with respect quired or formed the organi- to their duties as your man- zation. agers. c. Limits Of Insurance (d) An organization other than a partnership, joint venture or As respects Employee Benefit Lia- limited liability company, you bility Coverage, Section III -Limits are an insured.Your"execu- Of Insurance is replaced by the fol- tive officers" and directors lowing: are insureds, but only with ; (1) The Limits of Insurance shown in respect to their duties as Section B. Limits Of Insurance, your officers or directors. 1. Employee Benefit Liability Your stockholders are also Coverage and the rules below fix insureds, but only with re- the most we will pay regardless spect to their liability as of the number of stockholders. (a) Insureds; (e) A trust, you are an insured. Your trustees are also in- (b) Claims made or "suits" sureds, but only with respect brought; to their duties as trustees. (c) Persons or organizations (2) Each of the following is also an ! making claims or bringing insured: "suits"; (a) Each of your "employees" (d) Acts,errors or omissions; or who is or was authorized to (e) Benefits included in your benefit p administeryour "employee "employee benefit program". program ; (2) The Aggregate Limit shown in or"employees" havinggorganizations prop- (b) Any persons, Section B. Limits Of Insurance, er temporary authorization 1. Employee Benefit Liability to administer your "employ- Coverage of this endorsement is ee benefit program" if you the most we will pay for all dam- die, but only until your legal ages because of acts, errors or omissions negligently committed representative is appointed; in the "administration" of your or "employee benefit program". (c) Your legal representative if you die, but only with re- (3) Subject to the limit described in spect to duties as such.That (2) above, the Each Employee representative will have all Limit shown in Section B. Limits your rights and duties under Of Insurance, 1. Employee this Coverage Part. Benefit Liability Coverage of this endorsement is the most we (3) Any organization you newly ac- will pay for all damages sus- quire or form, other than a part- ; tained by any one "employee", nership, joint venture or limited ! including damages sustained by Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 5 of 16 3 such "employee's" dependents (d) We may pay any part or all and beneficiaries,as a result of: of the Deductible Amount to effect settlement of any (a) An act, error or omission; or claim or"suit'and, upon no- (b) A series of related acts, er- tification of the action taken, rors or omissions, regard- you shall promptly reim- less of the amount of time burse us for such part of the that lapses between such Deductible Amount as we acts, errors or omissions; have paid. negligently committed in the d. Additional Conditions "administration" of your"employ- As respects Employee Benefit Lia- ee benefit program". !bility Coverage, Section IV - Com- However, the amount paid under I mercial General Liability Condi- this endorsement shall not ex- ,tions is amended as follows: Geed, and will be subject to the I(1) Item 2. Duties In The Event Of limits and restrictions that apply Occurrence, Offense, Claim Or to the payment of benefits in any Suit is replaced by the following: plan included in the "employee benefit program." 2. Duties In The Event Of An (4) Deductible Amount Act, Error Or Omission, Or Claim Or Suit (a) Our obligation to pay dam- a. You must see to it that ages on behalf of the in- we are notified as soon sured applies only to the as practicable of an act, amount of damages in ex- error or omission which cess of the Deductible may result in a daim. Amount stated in the Deda- To the extent possible, rations as applicable to notice should include: Each Employee. The limits of insurance shall not be re- (1) What the act, error duced by the amount of this or omission was deductible, and when it oc- (b) The Deductible Amount curred; and stated in the Declarations (2) The names and applies to all damages sus- addresses of any- tained by any one "employ- one who may suf- ee", including such "employ- fer damages as a ee's" dependents and bene- result of the act, fidaries, because of all acts, error or omission. errors or omissions to which this insurance applies. b. If a claim is made or "suit" is brought against (c) The terms of this insurance, any insured, you must: including those with respect to: (1) Immediately record the specifics of the 1) Our right and duty to claim or "suit" and defend the insured ' the date received; against any "suits" and seeking those damag- es; and (2) Notify us as soon as practicable. 2) Your duties, and the du- ties of any other in- You must see to it that volved insured, in the we receive written no • - event of an act, error or tice of the claim or"suit" omission,or claim; as soon as practicable. apply irrespective of the ap- c. You and any other in- plication of the Deductible volved insured must: Amount. Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 6 of 16 (1) Immediately send b. Method Of Sharing us copies of any , demands, notices, If all of the other insur- . summonses or le- ance permits contribu- gal papers re- tion by equal shares, ceived in connec- we will follow this meth- tion with the claim od also. Under this ap- or"suit'; proach each insurer contributes equal (2) Authorize us to ob- amounts until it has tain records and paid its applicable limit other information; of insurance or none of Cooperate with us the loss remains, (3) Coo p whichever comes first. in the investigation or settlement of the If any of the other in- claim or defense surance does not permit against the "suit"; contribution by equal and shares, we will contrib- uteAssist us, upon our by limits. Under this (4) p method, each insurer's request, in the en- share is based on the forcement of any 1 ratio of its applicable right against any limit of insurance to the person or organi- total applicable limits of nation which may insurance of all insur- be liable to the in- ers. sured because of an act, error or c. No Coverage omission to which this insurance may This insurance shall not also apply. cover any loss for which the insured is entitled to d. No insured will, except recovery under any at that insured's own other insurance in force cost, voluntarily make a previous to the effective payment, assume any date of this Coverage obligation, or incur any Part. expense without our consent. , e. Additional Definitions (2) Item 5. Other Insurance is re- i As respects Employee Benefit Lia- placed placed by the following: bility Coverage, Section V - Defini- tions is amended as follows: 5. Other Insurance (1) The following definitions are If other valid and collectible added: insurance is available to the insured for a loss we cover 1. "Administration"means: under this Coverage Part, a. Providing information to our obligations are limited as "employees", including follows: their dependents and a. Primary Insurance beneficiaries, with re- spect to eligibility for or This insurance is prima- scope of "employee ry except when c, below benefit programs"; applies. If this insurance b. Interpreting the "em- is primary, our obliga- j ployee benefit pro- ; tions are not affected K unless any of the other grams"; insurance is also prima- c. Handling records in ry. Then, we will share connection with the . with all that other insur- "employee benefit pro- ance by the method de- grams"; or scribed in b.below. Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 7 of 16 B fi 1 Y • t d. Effecting, continuing or ees" who are eligible terminating any "em- under the plan for such ployee's"participation in benefits; any benefit included in the "employee benefit c. Unemployment insur- program". ance, social security benefits, workers' corn- However, "administration" pensation and disability does not include: benefits; and a. Handling payroll deduc- d. Vacation plans, inciud- tions; or ing buy and sell pro- b. The failure to effect or grams; leave of ab- sence programs, includ- maintain any insurance ingmilitary, or adequate limits of maternity,llea ; family, and civil leave; coverage of insurance, tuition assistance plans; including but not limited transportation and to unemployment insur- health club subsidies. ance, social security benefits, workers' corn- 4. "First effective date" means pensation and disability the date upon which cover- benefits. age was first effected in a 2. "Cafeteria plans" means series of uninterrupted cover- plansre- authorized by applica- re- newels of insurance ble law to allow"employees" age. to elect to pay for certain .(2) The following definitions are de- benefits with pre-tax dollars. leted in their entirety and re- 3. "Employee benefit pro- grams" placed by the following: means a program 8. "Employee"means a person providing some of all of the actively employed, formerly following benefits to "em- employed, on leave of ab- ployees", whether provided sence or disabled, or retired. through a "cafeteria plan" or "Employee" includes a otherwise: "leased worker". "Employee" a. Group life insurance; does not include a "tempo- group accident or health rary worker". insurance; dental, vision 21. "Suit"means a civil proceed- and hearing plans; and ing in which money damag- flexible spending ac- es because of an act, error counts; provided that no or omission to which this in- one other than an "em- surance applies are alleged. ployee" may subscribe "Suit"includes: to such benefits and such benefits are made a. An arbitration proceed- generally available to ing in which such dam- those "employees" who ages are claimed and to satisfy the plan's eligibil- which the insured must ity requirements; submit or does submit with our consent; b. Profit sharing plans, employee savings b. Any other alternative plans, employee stock dispute resolution pro- ownership plans, pen- ceeding in which such sion plans and stock damages are claimed subscription plans, pro- and to which the in- vided that no one other sured submits with our than an "employee" consent; or may subscribe to such c. An appeal of a civil pro- benefits and such bene- ceeding. fits are made generally available to all "employ- Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 8 of 16 2. Unintentional Failure To Disclose Haz- We waive any right of recovery we may i ards have against any person or organization against whom you have agreed to waive Section IV-Commercial General Liabil- such right of recovery in a written contract ity Conditions, 7. Representations is , or agreement because of payments we amended by the addition of the following: ' make for injury or damage arising out of Based on our dependence upon your rep- your ongoing operations or 'your work" resentations as to existing hazards, if un- done under a written contract or agree- intentionally you should fail to disdose all ment with that person or organization and such hazards at the inception date of your included in the "products-completed oper- ations hazard". However, our rights may policy, we will not reject coverage under this Coverage Part based solely on such . only be waived prior to the "occurrence" failure, giving rise to the injury or damage for which we make payment under this Cov- 3. Supplementary Payments ' erage Part. The insured must do nothing after a loss to impair our rights. At our re- Under Section I - Supplementary Pay- ' quest,the insured will bring"suit'or trans- ments-Coverages A and B: ' fer those rights to us and help us enforce Paragraph 2.is replaced by the following: those rights. Up to the limit shown in Section B. Limits 7. Automatic Additional Insured - Speci- Of Insurance, 3. Bail Bonds of this en- fled Relationships dorsement for cost of bail bonds required a. The following is added to Section II - because of accidents or traffic law viola- Who Is An Insured: tions arising out of the use of any vehicle to which the Bodily lr>jury Liability Cover- (1) Any person(s) or organization(s) age applies. We do not have to furnish described in Paragraph 7.a.(2)of these bonds. this endorsement (hereinafter re- This amendment of the Supplementary ferred to as additional insured) Payments—Bail Bonds limit replaces, and whom you are required to add as p an additional insured under this is not in addition to,the amendment of the Coverage Part by reason of a Supplementary Payments - Bail Bonds written contract, written agree- limit (II.A.2.) in the CinciPakTM Commer- ment, written permit or written cial General Liability Amendatory En- authorization. dorsement. Medical Payments (2) Only the following persons or or- 4. Y ganizations are additional in- The Medical Expense Limit of Any One , sureds under this endorsement, Person as stated in the Declarations is and insurance coverage provided amended to the limit shown in Section B. to such additional insureds is lim- Limits Of Insurance, 4. Medical Pay- ited as provided herein: ments of this endorsement. (a) Managers Or Lessors Of 5. 180 Day Coverage For Newly Formed Premises Or Acquired Organizations . The manager or lessor of a Section II - Who Is An Insured is premises leased to you with amended as follows: whom you have agreed per Paragraph 7.a.(1) of this en- • Subparagraph a. of Paragraph 3. is re- dorsement to provide insur- placed by the following: ance, but only with respect a. Insurance under this provision is af- to liability arising out of the ownership, maintenance or forded only until the 180th day after use of that part of the prem- you acquire or form the organization ises leased to you, subject ' or the end of the policy period, to the following additional whichever is earlier; exclusions: 6. Waiver Of Subrogation This insurance does not ap- Section IV-Commercial General Liabil- ply to: ity Conditions, 9.Transfer Of Rights Of (i) Any "occurrence"which Recovery Against Others To Us is takes place after you amended by the addition of the following: , 1 Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 9 of 16 • cease to be a tenant in for which the ven- that premises; dor is obligated to (ii) Structural alterations, pay damages by reason of the as- new construction or sumption of liability demolition operations in a contract or performed by or on be- agreement. This half of such additional exclusion does not insured. apply to liability for (b) Lessor Of Leased Equip- damages that the ment vendor would have in the absence of Any person or organization the contract or from whom you lease agreement; equipment when you and such person(s) or organiza- 2) Any express war- tion(s) have agreed per Par- ranty unauthorized agraph 7.a.(1) of this en- by you; dorsement to provide insur- 3) Any physical or ance. Such person(s) or or- chemical change in ganization(s) are insureds the product made only with respect to liability intentionally by the for "bodily injury", "property vendor; damage" or "personal and advertising injury"caused, in 4) Repackaging, ex- whole or in part, by your cept when un- maintenance, operation or packed solely for use of equipment leased to the purpose of in- you by such person(s)or or- spection, demon- ganization(s). A person's or stration, testing, or organization's status as an the substitution of additional insured under this parts under in- endorsement ends when structions from the their contract or agreement manufacturer, and with you for such leased then repackaged in equipment ends. However, the original con- this insurance does not ap- tainer; ply to any 'occurrence which takes place after the 5) Any failure to make equipment lease expires. such inspections, adjustments, tests (c) Vendors or servicing as the Any person or organization vendor has a to make or noo rmmall - (referred to below as yen- ly undertakes to dor) with whom you have make in the usual agreed per Paragraph course of busi- 7.a.(1) of this endorsement ness, in connection to provide insurance, but on- with the distribution ly with respect to "bodily in- or sale of the jury" or "property damage" products; arising out of'Your products" which are distributed or sold 6) Demonstration, in- in the regular course of the stallation, servicing vendor's business, subject or repair opera- to the following additional tions, except such exclusions: operations per- formedt The insurance afforded at the ven- () dor's premises in the vendor does not connection with the apply to: sale of the product; 1) "Bodily injury' or 7) Products which, af- "property damage" ter distribution or Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 10 of 16 sale by you, have been excluded un- been labeled or re- der this Coverage labeled or used as Part with respect to a container, part or such products. ingredient of any other thing or sub- (d) State Or Governmental stance by or for the Agency Or Subdivision Or vendor; or Political Subdivision Permits Or Authorizations 8) "Bodily injury" or Relating To Premises "property damage" arising out of the Any state or governmental sole negligence of agency or subdivision or po- the vendor for its litical subdivision with which own acts or omis- you have agreed per Para- sions or those of graph 7.a.(1) of this en- its employees or dorsement to provide insur- anyone else acting ance, subject to the follow- on its behalf. How- ing additional provision: ever,this exclusion This insurance applies only does not apply to: with respect to the following a) The excep- hazards for which the state tions contained or governmental agency or in Paragraphs subdivision or political sub- (c)(i)4) or 6) of division has issued a permit this endorse- or authorization in connec- .I ment; or I tion with premises you own, rent or control and to which b) Such inspec- this insurance applies: tions, adjust- ' ments, tests or (i) The existence, mainte- servicing as nance, repair, construc- the vendor has tion, erection or removal agreed to of advertising signs, make or nor- awnings, canopies, cel- mally under- lar entrances, coal takes to make holes, driveways, man- in the usual holes, marquees, hoist course of away openings, side- business, in walk vaults, street ban- connection ners or decorations and with the distil- similar exposures; or bution or sale (ii) The construction, erec- of the prod- tion or removal of eleva- ucts. I tors; or (ii) This insurance does not (iii) The ownership, mainte- apply to any insured nance or use of any el- person or organization: evators covered by this 1) From. whom you insurance. have acquired 1 (e) Mortgagee, Assignee Or isuch products, or Receiver any ingredient, part g • or container, enter- Any person or organization ing into, accompa- with whom you have agreed vying or containing per Paragraph 7.a.(1) of this such products; or endorsement to provide in- ,a surance, but only with re- 2) When liability in- spect to their liability as ,j "cludedprodu within theI. mortgagee, assignee, or re- "products- ceiver and arising out of the completed opera- ownership, maintenance, or tions hazard" has I Includes copyrighted material of Insurance GCP 204 0917 Services Office, Inc.,with its permission. Page 11 of 16 I use of the premises by you. c. Section IV - Commercial General However, this insurance Liability Conditions is amended to does not apply to structural , add the following: alterations, new construction and demolition operations Automatic Additional Insured Pro- performed by or for that per- vision son or organization. This insurance applies only if the (3) The insurance afforded to addi- "bodily injury' or "property damage" tional insureds described in Par- :occurs, or the "personal and advertis- agraph 7.a.(1) of this endorse- ing injury'offense is committed: ment: (1) During the policy period; and (a) Only applies to the extent (2) Subsequent to your execution of permitted by law; and the written contract or written (b) Will not be broader than that agreement, or the issuance of a which you are required by written permit or written authori- the written contract, written zation, described in Paragraph agreement,written permit or 7.a.(1). written authorization to pro- d. Section IV - Commercial General vide for such additional in- Liability Conditions is amended as sured; and follows: (c) Does not apply to any per- 'Condition 5. Other Insurance is son, organization, vendor, 'amended to include: state, governmental agency or subdivision or political Primary And Noncontributory In- subdivision, specifically surance named as an additional in- sured under any other provi- iThis insurance is primary to and will sion of, or endorsement not seek contribution from any other added to, this Coverage 'insurance available to an additional Part, provided such other paired per Paragraph 7.a.(1) of this provision or endorsement endorsement provided that: covers the injury or damage (1) The additional insured is a for which this insurance ap- Named Insured under such other plies. insurance; and b. With respect to the insurance afford- (2) You have agreed in writing in a ed to the additional insureds de- contract, agreement, permit or scribed in Paragraph 7.a.(1) of this authorization described in 7.a.(2) endorsement, the following is added of this endorsement that this in- to Section III-Limits Of Insurance: surance would be primary and The most we will pay on behalf of the would not seek contribution from additional insured is the amount of in- any other insurance available to surance: the additional insured. (1) Required by the written contract, 8. Property Damage To Borrowed Equip- written agreement, written permit ment or written authorization described a. The following is added to Exclusion in Paragraph 7.a.(1) of this en- 2.j.Damage To Property under Sec- dorsement; or tion I - Coverage A - Bodily Injury (2) Available under the applicable And Property Damage Liability: Limits of Insurance shown in the Paragraphs (3) and (4) of this exclu- Declarations; sion do not apply to tools or equip- whichever is less. ment loaned to you,provided they are not being used to perform operations This endorsement shall not increase at the time of loss. the applicable Limits of Insurance shown in the Declarations. b. With respect to the insurance provid- ed by this section of the endorse- Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 12 of 16 • ment, the following additional provi- 9. Employees As Insureds - Specified sions apply: Health Care Services And Good Samar- itan Services (1) The Limits of Insurance shown in the Declarations are replaced by Paragraph 2.a.(1)(d) under Section II - the limits designated in Section Who Is An Insured does not apply to: B. Limits Of Insurance, 8. a. Your "employees" who provide pro- Property Damage To Borrowed Equipment of this endorsement fessional health care services on your with respect to coverage provid- behalf as a duly licensed nurse, ed by this endorsement. These emergency medical technician or limits are inclusive of and not in paramedic in the jurisdiction where an addition to the limits being re- "occurrence" or offense to which this j placed. The Limits of Insurance insurance applies takes place; or shown in Section B. Limits Of b. Your"employees"or"volunteer work- Insurance, orkInsurance, 8.Property Damage ers", other than an employed or vol- To Borrowed Equipment of this unteer doctor, providing first aid or endorsement fix the most we will good samaritan services during their pay in any one "occurrence" re- work hours for you will be deemed to gardless of the number of: be acting within the scope of their (a) Insureds; employment by you or performing du- ties related to the conduct of your (b) Claims made or "suits" business. brought;or 10. Broadened Notice Of Occurrence (c) Persons or organizations Paragraph a. of Condition 2. Duties In making claims or bringing The Event Of Occurrence, Offense, "suits". Claim Or Suit under Section IV - Corn- (2) Deductible Clause mercial General Liability Conditions is replaced by the following: (a) Our obligation to pay dam- ages on your behalf applies a. You must see to it that we are notified only to the amount of dam- as soon as practicable of an "occur- ages for each "occurrence" rence"or an offense which may result which are in excess of the in a claim.To the extent possible, no- Deductible Amount stated in tice should include: Section B. Limits Of Insur- (1) How, when and where the "oc- ance, 8. Property Damage To Borrowed Equipment of currence"or offense took place; this endorsement. The limits (2) The names and addresses of of insurance will not be re- any injured persons and wit- duced by the application of nesses; and such deductible amount. Section IV - Commercial (3) The nature and location of any (b) injury or damage arising out of General Liability Condi- the"occurrence"or offense. tions, 2. Duties In The Event Of Occurrence, Of- This requirement applies only when fense, Claim Or Suit, ap- the "occurrence" or offense is known plies to each claim or "suit" to an"authorized representative". irrespective of the amount. ## 11. Nonowned Aircraft , (c) We may pay any part or all of the deductible amount to The following is 'added to Exclusion 2.g. effect settlement of any Aircraft, Auto Or Watercraft under Sec- claim [ tion I -Coverage A- Bodily Injury And tification of the action taken, claim or and, upon no- Property Damage Liability: you shall promptly reim- This exdusion does not apply to an air- burse us for such part of the , craft you do not own, provided that: deductible amount as has been paid by us. : a. The pilot in command holds a current effective certificate, issued by a duly constituted authority of the United Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 13 of 16 States of America or Canada, desig- 1) Damage is caused by nating that person as a commercial or you; or airline transport pilot; 2) Damage occurs while in b. The aircraft is rented with a trained, your possession. paid crew; and , At your written request, we c. The aircraft does not transport per- will make this payment re- sons or cargo for a charge. gardless of whether you are at fault for the "property 12. Bodily Injury Redefined damage". Section V-Definitions, 4. "Bodily injury" re- is replaced by the following: place, orr our make anyyrequest,repairs 4. rs 4. "Bodily injury" means bodily harm or to, damaged property of injury, sickness, disease, disability, others, the amount we will humiliation, shock, fright, mental an- pay under Voluntary Proper- guish or mental injury, including care, ty Damage Coverage will be loss of services or death resulting I determined by your actual from any of these at any time. cost to replace or repair the damaged property, e 13. Expected Or Intended InjuryRedefined ng any profit or overhead. The last sentence of Exclusion 2.a. Ex- Any payment we make un- pected Or Intended Injury under Sec- der Voluntary Property tion I - Coverage A - Bodily Injury And Damage Coverage shall not Property Damage Liability is replaced by be interpreted as an admis- the following: sion of liability by you or by This exclusion does not apply to "bodily us. injury"or"property damage"resulting from It shall be your duty, not our the use of reasonable force to protect per- duty, to defend any claim or sons or property. "suit"to which this insurance applies. 14. Former Employees As Insureds No other obligation or liabil- The following is added to Paragraph 2. ity to pay sums or perform under Section II-Who Is An Insured: acts or services is covered. 2. Each of the following is also an in- (b) This insurance applies to sured: "property damage"only if: Any of your former "employees", di- 1) The "property damage" rectors, managers, members, part- takes place in the "cov- ners or "executive officers", including erage territory; and but not limited to retired, disabled or those on leave of absence, but only 2) The "property damage" for acts within the scope of their em- occurs during the policy ployment by you or for duties related period. to the conduct of your business. . .(2) Exclusions 15. Voluntary Property Damage Coverage This insurance does not apply to a. Coverage D - Voluntary Property "property damage" that would be Damage Coverage , excluded by Coverage A, 2. Ex- clusions, except for j. Damage Section I-Coverages is amended to To Property, paragraphs(3),(4), add the following: (5) and (6), k. Damage To Your (1) Insuring Agreement Product, and I. Damage To Your Work. (a) We will pay the cost to re- pair e or replace "property (3) Definitions damage" to property of oth- For purposes of Voluntary ers arising out of operations Property Damage Coverage incidental to your business only, the following definitions un- when: der Section V - Definitions are Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 14 of 16 deleted and replaced by the fol- (1) The Limits of Insurance shown in lowing: the Declarations are replaced by ' the limits designated in Section 16. "Occurrence" means an in- B. Limits Of Insurance in this cident, including continuous endorsement. These limits are or repeated exposure to inclusive of, and not in addition substantially the same gen- to, the limits being replaced. The eral harmful conditions that Limits of Insurance shown in the result in "property damage". Schedule fix the most we will pay 20. "Property damage" means regardless of the number of: physical injury to tangible (a) Insureds; property."Electronic data"is not tangible property, and (b) Claims made or "suits" "property damage" does not brought;or include disappearance, ab- straction or theft. (c) Persons or organizations making claims or bringing b. Care, Custody Or Control Liability "suits". Coverage (2) (a) Subject to (3) below, the For purposes of the coverage provid- Voluntary Property Darn- ed by Care, Custody Or Control Li- age Coverage Each Occur- ability Coverage in this endorsement rence Limit Of Insurance is only: the most we will pay for the 1 Section I -Covera e A -Bodilysum of damages under Vol- • ( ) g untary Property Damage Injury And Property Damage Coverage; Liability, 2. Exclusions, j. Damage To Property, Subpara- (b) The Care,Custody Or Con- graphs(3),(4) and (5)do not ap- trol Liability Coverage ply to "property damage" to the Each Occurrence Limit Of property of others described Insurance is the most we therein. will pay for the sum of dam- ages under Care, Custody (2) It shall be your duty,not our duty, Or Control LiabilityCover- to defend any claim or "suit" to age; which this insurance applies. • g because of all"property damage" No other obligation or liability to arising out of any one "occur- pay sums or perform acts or ser- rence". vices is covered. Paragraph supersedes (3) The Voluntary Property Dam- This (2) age Aggregate Limit Of Insur- any provision in the Coverage ance is the most we will pay for Part to the contrary. the sum of all damages under (3) "Property damage" for which Voluntary Property Damage Care, Custody Or Control Lia- Coverage. This limit applies bility Coverage provides cover- separately to each "coverage age shall be deemed to be term". caused by an "occurrence" but (4) Deductible Clause shall not serve to limit or restrict the applicability of any exclusion (a) Our obligation to pay dam- ii for"property damage" under this ages on your behalf applies f Coverage Part. only to the amount of dam- ii ages for each "occurrence" r c. Limits Of Insurance And Deducti- which are in excess of the il bles deductible amount stated for For purposes of the coverage provid- the applicable coverage in ed by Voluntary Property Damage the Schedule. The limits of Coverage and Care, Custody Or insurance will not be re- Control Liability Coverage, Section duced by the application of k Ill -Limits Of Insurance is amended such deductible amount. to include the following: Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 15 of 16 Fi (b) Section IV - Commercial 16. Broadened Contractual Liability -Work General Liability Condi- Within 50'Of Railroad Property tions, 2. Duties In The Event Of Occurrence, Of- Section V - Definitions, 12. "Insured fense, Claim Or Suit, ap- Contract"is amended as follows: plies to each claim or "suit" a. Paragraph c. is replaced by the fol- irrespective of the amount. , lowing: (c) We may pay any part or all c. Any easement or license agree- of the deductible amount to ment; effect settlement of any claim or"suit"and, upon no- b. Paragraph f.(1)is deleted in its entire- tification of the action taken, ty. you shall promptly reim- burse us for such part of the 17. Alienated Premises deductible amount as has Paragraph (2) of exclusion j. Damage To been paid by us. Property under Section I -Coverage A - Bodily Injury And Property Damage Li- ability does not apply if the premises are 'your work". Includes copyrighted material of Insurance GCP 204 09 17 Services Office, Inc.,with its permission. Page 16 of 16 �....1 IRONSEC-02 BGANGLE ACORO" DATE(MM(DDIYYYY) `� CERTIFICATE OF LIABILITY INSURANCE 10/6/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME;T , Hub International Northwest LLC 340 NW 5th Street (PJCC,o,Bet):(541)757-1321 jruAc,No):(541)757-1328 Corvallis,OR 97330 E-MAILDSS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Cincinnati Indemnity Company 23280 INSURED INSURER B:SAIF Corporation Ironclad Security LLC INSURER C: 2870 Nansen Dr INSURER D: Medford,OR 97504 INSURER E: , INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADSL SUBR wPOLICY NUMBER IMPOLICY EFF POLICY EXP LIMITS LTR INSD VD MIDDIYYYYI (MM/DDIYYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR ECP 0407678 10/12/2021 10/12/2022 DAMAGET?EnClc D 1,000,000 X PREMISES(Ea occurrence) S MED EXP(Any one person) S 10,000 PERSONAL&ADV INJURY S 1,000,000 GENt AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 X POLICY JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER:General Aggregate $ A AUTOMOBILE LIABILITY (Eaaacccdent)SINGLELIMIT $ 1,000,000 1 ANY AUTO _ EBA 0407678 10/12/2021 10/12/2022 BODILY INJURY(Per person) $ X OWNED SCHEDULED AUTOS ONLY AUTOS BODILY p BINJURYp (Per accident) $ X FAWNS ONLY X VOW I er accident)AMAGE S S A UMBRELLA LIAB X OCCUR _EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE ECP 0407678 10/12/2021 10/12/2022 AGGREGATE $ 2,000,000 DED RETENTION $ B AND EMPLCOMPENSATION Y RS'LIABILIIT' STATUTE ERH ANY PROPRIETOR/PARTNER/EXECUTIVE YIN 866221 10/1/2021 10/1/2022 El.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 . If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The ciity of Ashland its officers,agents and employees are listed as Additional Insured GCP204 0917 • CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Ashland THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 East Main St Ashland,OR 97520 AUTHORIZED REPRESENTATIVE r I �iL 4 1 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD R i. • CITY OF ASHLAND Memo TO: Scott Fleury FROM: David Arnold DATE: 26 October 2021 RE: Card Reader Lock Additional Installations I'm writing to inform you of the determining factors in choosing a contractor for the installation of 5 Additional Card Reader Locks. Members of both Fire Station 1 as well as the Water Department have recently requested a cost analysis for the installation of a total of 5 Card Reader Locks. The City of Ashland formed an exploratory team which included representatives from Fire Station 1, Water Department,IT and Facilities Maintenance. This team met with 4 contractors to discuss options that the contractors submitted as proposals. This team reviewed each proposal and has concluded that the proposal submitted by Ironclad Security will meet the needs of the City of Ashland better than the other proposals. The deciding factors were not the lowest bid,but rather Ironclad's extensive knowledge of the existing system, quality product and expert customer service. Therefore,we would like your authorization to award the contract to Iron Clad Security. • Waft