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HomeMy WebLinkAbout2020-045 PO 20200395- RH2 Engineering Inc • hs Purchase Order Fiscal Year 2020 Page: 1 of: 1 t� 3.4�I=��_es;: B City of Ashland _- — — -_ IATTN:Accounts PayableOE. 2 E. Main Purchase L Ashland, OR 97520 Order# 20200395 T Phone:541/552-2010 , O Email: payable@ashland.or.us • VH CIO Public Works Department RH2 ENGINEERING, INC I 51 Winburn Way N 22722 29TH DRIVE SE, SUITE 210 p Ashland, OR 97520 D BOTHELL,WA 98021 • Phone:541/488-5347 • R O Fax:5411488-6006 ._z Tri!-J��; t 1 { I i I '- 1`1 ---.(I I t 1� i I t-IF7 CI•ic�Elael] r3-=—'_— - --.. _ ZrEi i�1='�!_•_— - -- Paula Brown - -'=we=k._�-1=1:a1=�`i I Isft1 � —._zap 1 II_=1'- -— l°,._ �tTJ c IE1 o - 1:•-— -- _. =1=Y•- ;Iaol.- sI- lsle = - - 04/17/2020 1229 FOB ASHLAND OR City Accounts Payable e._ . Ja :,a_ Rs ,-r-:x!=,�a_,e�s�1- — -z_ �;r--,� _r� �_tea, �_��ti->�.�a�i. K.---` at--- e—e-@ Bid &construction support 1 Bid and construction support for The Grove EOC 1 $22,102.0000 ,$22,102.00 Personal Services Agreement Completion date: December 31,2020 Project Account: E-201916-999 ***************GL SUMMARY*************** , 082400-704200 $22,102.00 • • • • • • i /2414 • By 1,r2lt_ Date: Authorized Signature • t `_ 22 102.00 ( \ ye-e- FORM #3 /lb 0 • CITY OF 'ASHLAND . A request fola Purchase Ord,..� 0 REQUISITION 04113!2020 Date of request: Vendor Name RH2 Engineering,Inc. Address,City,State,Zip 22722 29th Drive SE,Suite 210 Bothell,WA 98021 Contact Name Chris Roberts • Telephone Number Email address \ croberts onrh2.com SOURCING METHOD i 0 Exempt from Competitive Bidding ❑ invitation to Bid 0 Emergency ❑ Reason for exemption: Date approved by Council: ❑ Form#13,Written findings and Authorization ❑ AMC 2.50 _(Attach copy of council communication) ❑ Written quote or proposal attached ❑ Written quote or proposal attached (If council approval required,attach copy of CC) ❑ Small Procurement ❑ Request for Proposal - Cooperative Procurement Not exceeding$5,000 Date approved by Council: D State of Oregon 0 Direct Award (Attach copy of council communication) Contract#. ❑ VerbaWiritten quote(s)or proposal(s) 0 Request for Qualifications(Public Works) 0 State of Washington Intermediate Procurement Date approved by Council: Contract# GOODS&SERVICES ! (Attach copy of council communication) 0 Other government agency contract , Greater than$5,000 and less than$100,000 ❑ Sole Source Agency ❑■ (3)Written quotes and solicitation attached ❑Applicable Form(#5,6,7 or B) Contract# PERSONAL SERVICES 0 Written quote or proposal attached Form 'Intergovernmental Agreement Greater than$5,000 and less than$75,000Agency ❑ Form#4, Personal Services>$5K&475K ❑Direct appointment not to exceed$35,000 0 Annual cost to City does not exceed$25,000. O(3)Written proposals/written solicitation 0 Special Procurement Agreement approved bylegaf approvedisigried by ❑ Form#9,Requestfor Approval ❑Form 114,Personal Services>$5K&<$75K City Administrator.AMC 2.50.070(4) ❑ Written quote or proposal attached Annual cost to Cityexceeds$25,000,Council Date approved by Council: ❑ Valid until: (Date) approval required.(Attach copy of council communication) Description of SERVICES Total Cost Bid and construction support for The Grove EOC ' $22,102.00 Item# Quantity Unit Description of MATERIALS Unit Price Total Cost ® Per attached quote/proposal TOTAL COST Expenditure must be charged to the appropriate account numbers for the finenclats to reflect the actual expenditures accurately. • Project Number 2019-16 _ _ Account Number 082400 - 704200 $ 22,102.00 Project Number _ _ _ Account Number $ ,_ _ _,_ __ _ Project Number • _ _ Account Number - $ ,_ _ _,_ _ _._ — IT Director in collaboration with department to approve all hardware and software purchases: • By signing this requis�itionnfofoorm I certify that he City's public contracting requirements have been satisfied, IT Director Date Support-Yes/No 1' A b yCe r Employees I,G�i� Department Head: i5-47°4,247 to (Equal to or greater than$5,000) Department Manager/Supervisor: City Administrator: (Equal to or greater than$25,000) Funds appropriated for current fiscal year: YE /NO \' / `� WV/a) T ,tiEinant:e Director-(Equal to or greater than$5,000) Date Comments: Form 113-Requisllon ` PERSONAL SERVICES AGREEMENT CONSULTANT: RH21ENGINEERING, INC., CITY OF ASH LAND CONSULTANT'S CONTACT: CHRIS ROBERTS 20 East Main Street ADDRESS: 22722 29TH DRIVE, SUITE 210 Ashland,Oregon 97520 BOTHELL,WASHINGTON 98021 Telephone: 541/488-5587 Fax: 541/488-6006 EMAIL: croberts@rh2.com This Personal Services Agreement(hereinafter"Agreement")is entered into by and between the City of Ashland, an Oregon municipal corporation(hereinafter "City") and RH2 Engineering,Inc., a foreign business corporation("hereinafter"Consultant"),for bid and construction support for The Grove EOC Emergency Power Supply System. NOW THEREFORE,in consideration of the mutual covenants contained herein,the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on the date of execution on behalf of the City, as set forth below(the"Effective Date"), and unless sooner terminated as specifically provided herein, shall terminate upon the City's affirmative acceptance of Consultant's Work as complete and Consultant's acceptance of the City's final payment therefore,but not later than December 31,2020. 2. Scope of Work: Consultant will provide bid and construction support services for the City's Project No. 2019-16,The Grove EOC Emergency Power Supply System, as more fully set forth in the Consultant's Scope of Work dated April 2020,which is attached hereto as"Exhibit A" and incorporated herein by this reference, and in the City's letter to Consultant signed by Kaylea Kathola and dated March 20,2020,which is attached hereto as "Exhibit D" and incorporated herein by this reference. Consultant's services are collectively referred to herein as the"Work." 3. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other supporting documents shall be construed to be mutually complimentary and supplementary wherever possible. In the event of a conflict which cannot be so resolved,the provisions of this Agreement itself shall control over any conflicting provisions in any of the exhibits or supporting documents. 4. All Costs Borne By Consultant: Consultant shall,perform the Work described above and,unless otherwise specified in this Agreement, furnish all labor, equipment, and materials required for the proper performance of such Work. Page 1 of 7: Personal Serivces Agreement between the City of Ashland and RH2 Engineering,Inc. a r 5. Qualified Work: Consultant has represented, and by entering into this Agreement now represents,that all personnel assigned to the Work to be performed under this Agreement are fully qualified to perform f. the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. 6. Compensation: City shall pay Consultant at the hourly rates and for the amounts actually:incurred for any subcontracting activities as set forth in Consultant's Fee Estimate dated April 2020 which is attached hereto as"Exhibit B"and Consultant's fee schedule entitled"RH2 Engineering,Inc. 2020 Schedule of Rates and Charges"which is attached hereto as "Exhibit C"and incorporated herein by this reference, as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of$22,102.00 (twenty-two thousand one hundred and two U. S. dollars)without the express, written approval from the City official whose signature appears below, or such official's successor in office. Payments shall be made within 30 days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work,payments will be made for any phase of the Work completed and accepted as of the date of termination. 7. Ownership of Work/Documents: All Work product or documents produced in furtherance of this Agreement belong to the City, and any copyright,patent,trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City. All reuse not occurring as part of this Work shall be without liability to the Consultant. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is $21,507.75 or more, Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter,to all employees performing Work under this Agreement and to any Subcontractor who performs 50%or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as"Exhibit F"predominantly in areas where it will be seen by all employees. 10. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its officers, employees, and agents harmless from any and all losses, claims,actions, costs,expenses,judgments, or other damages resulting from injury to any person(including injury resulting in death), or damage (including loss or destruction)to property, of whatsoever nature to the extent caused by or arising out of the intentional or negligent acts,errors,or omission in the performance of this Agreement by Consultant (including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform Work or services attendant to this Agreement). However, Consultant shall not be held. responsible for any losses, expenses, claims, subrogations, actions, costs,judgments,or other damages, caused solely by the negligence of City. Page 2 of 7: Personal Serivces Agreement between the City of Ashland and RH2 Engineering,Inc. 11. Termination: . a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. City's Convenience. This Agreement may be terminated by City at any time upon not less than thirty(30) days' prior written notice to the Consultant. c. For Cause. City may terminate or modify this Agreement, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied,revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen(15) days of the date of the notice, or within such other period as the party giving the notice may authorize in writing, then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this Agreement. City by written notice to Consultant may at any time terminate the whole or any part of this Agreement if Consultant fails to provide services called for by this Agreement within the time specified herein or within any extension thereof. iii. The rights and remedies of City provided in this subsection(d) are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. e. Obligation/Liability of Parties. Termination or modification of this Agreement pursuant to subsections a,b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination, Consultant shall immediately cease all activities under this Agreement, unless expressly directed otherwise by City in the notice of termination. Further,upon termination, Consultant shall deliver to City all Agreement documents, information, and other property that are or would be deliverables had the Agreement been completed. City shall pay Consultant for Work performed prior to the teimination date if such Work were performed in accordance with this Agreement. Page 3 of 7: Personal Serivces Agreement between the City of Ashland and RH2 Engineering,Inc. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers' compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Agreement. Consultant is a subject employer that will comply with ORS 656.017. 13. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract of the Work shall not create any contractual relation between the assignee or subcontractor and City. 14. Default. The Consultant shall be in default of this Agreement if Consultant: commits any material breach or default of any covenant,warranty, certification, or obligation under the Agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency;makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Agreement; or attempts to assign rights in, or delegate duties under,this Agreement. 15. Insurance. Consultant shall, at its own expense,maintain the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017,which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per claim. This is to cover any damages caused by error, omission or negligent acts related to the professional services to be provided under this Agreement. "Tail" coverage will be required at the completion of the Work under this Agreement for the remaining Term, and for not less than twenty-four(24)months after completion of all Work. Consultant shall be responsible for furnishing certification of the "tail" coverage as described herein or continuous "claims made" liability coverage for not less than twenty-four (24)months following completion of all Work,provided that the continuous "claims made" coverage has a retroactive date on or before the Effective Date of this Agreement. c. General Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury,Death, and Property Damage. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than $1,000,000 (one million dollars) for each accident for Bodily Injury and Property Damage, including coverage for owned,hired or non-owned vehicles, as applicable. e. Notice of cancellation or change. There shall be no cancellation,material change,reduction of limits or intent not to renew the insurance coverage(s)without 30 days' prior written notice from the Consultant or its insurer(s)to the City. f. Additional Insured/Certificates of Insurance. Consultant shall name the City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Professional Liability and Workers' Compensation,required herein,but only with Page 4 of 7: Personal Serivces Agreement between the City of Ashland and RH2 Engineering,Inc. respect to Consultant's services to be provided under this Agreement. The consultant's insurance is primary and non-contributory.As evidence of the insurance coverages required by this Agreement, the Consultant shall furnish acceptable insurance certificates prior to commencing the Work under this Agreement. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies;trust agreements, etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 16. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color, religion, creed, sex,marital status, familial status or domestic partnership,national origin, age,mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Consultant agrees not to discriminate against a disadvantaged business enterprise,minority-owned business,woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 17. Consultant's Compliance With Tax Laws: 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant shall,throughout the term of this Agreement, including any extensions hereof, comply with: (i)All tax laws of the State of Oregon,including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17.1.2 Consultant, for a period of no fewer than six(6) calendar years preceding the Effective Date of this Agreement,has faithfully complied with: (i) All tax laws of the State of Oregon,including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 18. Governing Law; Jurisdiction; Venue: This Agreement shall be governed and construed in accordance with 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. Page 5 of 7: Personal Serivices Agreement between the City of Ashland and RH2 Engineering,Inc. 19. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE,IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN,NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE,HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT,UNDERSTANDS IT,AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 20. 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(es) set forth below: If to the City: City of Ashland—Public Works Department Attn: Kaylea Kathol 20 E. Main Street Ashland, Oregon 97520 With a copy to: City of Ashland—Legal Department 20 E. Main Street Ashland, Oregon 97520 If to Consultant: RH2 Engineering, Inc. Attn: Chris Roberts 22722 29th Drive, Suite 210 Bothell,Washington 98021 21. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 22. Nonappropriations Clause. Funds Available and Authorized: The City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement attributable to Work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion,to continue to make payments under this Agreement. In the event City has Page 6 of 7: Personal Serivces Agreement between the City of Ashland and RH2 Engineering,Inc. insufficient appropriations, limitations or other expenditure authority, City may terminate this Agreement without penalty or liability to City, effective upon the delivery of written notice to Consultant,with no further liability to Consultant. 23. Certification. Consultant shall sign the certification attached hereto as "Exhibit E"and incorporated herein by this reference. 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. ' f CITY OF ASHLAND: RH2 ENGINEERING,INC. (CONSULTANT): By: .�-r� By: .-c -�--•e � -� City et:24 Ao0 s D/KEtrd2- Signature PA441.4- C , eo a aJ Richard L. Ballard Printed Name Printed Name /5,1-fir.Za zo Director Date Title- 4/10/2020 Date Purchase Order No. (1V-9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: /4,e Assistant City Attorney • Date Page 7 of 7: Personal Serivices Agreement between the City of Ashland and RH2 Engineering,Inc. EXHIBIT A Scope of Work City of Ashland The Grove EOC Emergency Power Supply System — Bidding and Construction Administration Support April 2020 Background The City of Ashland (City) maintains an Emergency Operations Center(EOC) that serves as a central command and control facility for the purposes of preparing for, responding to, and managing emergencies and disasters. The City wishes to re-locate the EOC at a location the City identifies as The Grove, which is a 6,500 square foot public facility located at 1195 E Main Street in Ashland, Oregon. The building houses the Recreation Division of the Ashland Parks and Recreation Commission, as well as many seasonal community recreation and education programs. The Grove's large size and modern vintage make it an ideal location for an EOC; however, the facility lacks a backup power supply, which is necessary for a designated Critical Operations Area, pursuant to Oregon Electrical Specialty Code (OESC)Article 708. Under a previous agreement between RH2 Engineering, Inc.,.(RH2) and the City, RH2 prepared bid-ready plans and technical specifications for installing an emergency standby power system at the Grove. This project is scheduled to advertise for bid in April 2020, with construction taking place between June and November 2020. The City has requested the services of RH2 to provide both bidding and construction administration support to the City for the project. Task 1— Solicitation/Bidding Support Objective: Provide technical assistance to the City during project bidding. Approach: 1.1 Prepare Pre-Bid Meeting Agenda — Assist the City with preparing the technical items of the pre-bid meeting agenda. The City will prepare a draft pre-bid meeting agenda and will collaborate with RH2 to complete the technical items on the agenda. 1.2 Attend Pre-Bid Meeting—Attend the pre-bid meeting and job walk with the City and potential bidders. 1.3 Respond to Bidder Questions—Respond to bidders' technical questions, as needed, during the bidding process. It is assumed that the City will respond to procedural questions. RH2 will not coordinate directly with bidders;RH2 will receive bidder questions from the City and respond via the City. 1.4 Prepare Project Bid Addenda—Prepare up to two (2) addenda in electronic format for the City to distribute to the plan holders. 1 4/1/20204:07:12PMJ:\DATA\COA\S40\GROVE EOC EMERGENCY POWER SUPPLY SYSTEM-BIDDING AND CONSTRUCTION PHASE SERVICES\PSA_SOW_GROVE EOC BIDDING AND CONSTRUCTION PHASE SERVICES.DOCX City of Ashland The Grove EOC Emergency Power Supply System Exhibit A Bidding and Construction Administration Support Scope of Work Assumptions: • The City will publish the bid advertisement. • The City will receive all bidder questions and record them for forwarding to RH2 at the City's discretion. • The City will conduct the bid opening. It is assumed that RH2 will not attend. • The City will review all other elements of the bid proposals, as it deems appropriate. • The City will be responsible for bid award and construction contract execution. Provided by City: • Advertisement for bid. • Receive and record questions from bidders. • Conduct bid opening. • Submit bids for tabulation. RH2 Deliverables: • Assistance with technical items of pre-bid meeting agenda in electronic format. • Attendance at pre-bid meeting. • Responses to bidder questions transmitted by the City to RH2 in electronic format. • Up to two (2) addenda in electronic format. Task 2— Construction Administration Support Objective: Provide technical services during construction, as requested by the City, including pre-construction meeting attendance, construction progress meeting attendance, submittal review, response to contractor requests for information (RFIs) and change orders, attendance at the generator startup and testing and final project walkthrough, and preparation of construction record drawings to the level as described in this Task and provided for in the Fee Estimate (Exhibit B). Should additional support be required, RH2 can prepare a contract amendment to this Scope of Work for additional services. Approach: 2.1 Attend Pre-Construction Meeting — Attend the pre-construction meeting with the City and contractor to discuss technical sections of the project documents and project requirements. Meeting agenda and minutes to be prepared by the City. 2.2 Attend Construction Progress Meetings — Attend and facilitate a maximum of six (6) construction progress meetings with the City and contractor. Meetings shall either be attended by staff based out of RH2's Medford office when a site visit is warranted or by phone conference. Meeting agenda and minutes to be prepared by the City. 2 4/1/2020 4:07:12 PMJ:\DATA\COA\S40\GROVE EOC EMERGENCY POWER SUPPLY SYSTEM-BIDDING AND CONSTRUCTION PHASE SERVICES\PSA_SOW GROVE EOC BIDDING AND CONSTRUCTION PHASE SERVICES.DOCX City of Ashland The Grove EOC Emergency Power Supply System Exhibit A Bidding and Construction Administration Support Scope of Work 2.3 Review Submittals/Shop Drawings — Review shop drawings and catalog submittals of those items requested in the technical specifications. Provide a written response to the construction contractor and the City accepting or rejecting each shop drawing and catalog submittal reviewed. Submittals to be reviewed by RH2 shall include the following: • Operations and Maintenance (O&M) Manuals. • Pipe Bedding. • Trench Backfill. • Paving. • Concrete and Rebar. - • Electrical Equipment and Materials. • Standby Generator and Automatic Transfer Switch. 2.4 Respond to RFIs and Change Orders— Provide technical support to the City by reviewing and responding to a maximum of three (3) contractor RFIs and change orders each. 2.5 Prepare Project Punch List—Participate in a project walkthrough and prepare a final punch list. The list will identify corrections required of the contractor before a final completion date is established. 2.6 Attend Generator Startup and Field Testing —Attend startup and field testing of the standby generator and automatic transfer switch. Review contractor programming of the automatic transfer switch and witness up to five (5)transfers of power with the automatic transfer switch and a 2-hour load bank test. 2.7 Prepare Construction Record Drawings — Review field records and revise project drawings to prepare construction record drawings. Assumptions: • The construction phase services defined above are variable in nature and depend, in part, on the contractor awarded the project. The estimate is based upon an experienced and reasonable contractor being awarded the construction contract with the City. • RH2 is not responsible for site safety or for directing the contractor's work. • Submittals, RFIs, and change order documentation will be sent directly to the City. • If additional hours are needed to accomplish Task 2 due to events beyond RH2's control, such as delays caused by others, RH2 will notify the City in advance of such additional hours needed, and a contract modification shall be mutually negotiated. RH2 Deliverables: • Attendance at pre-construction meeting and construction progress meetings. 3 4/1/20204:07:12 PMJ:\DATA\COA\S40\GROVE EOC EMERGENCY POWER SUPPLY SYSTEM-BIDDING AND CONSTRUCTION PHASE SERVICES\PSA_SOW_GROVE EOC BIDDING AND CONSTRUCTION PHASE SERVICES.DOCX City of Ashland The Grove EOC Emergency Power Supply System Exhibit A Bidding and Construction Administration Support Scope of Work • Written responses for shop drawings and submittals, RFIs, and change orders in electronic format (PDF). • One (1) copy of the final project punch list in electronic'format (PDF). • Attendance at standby generator and automatic transfer switch startup and field testing. • One (1) set of construction record drawings in electronic format (PDF). 4 • 4/1/20204:07:12 PMJ:\DATA\COA\S40\GROVE EOC EMERGENCY POWER SUPPLY SYSTEM-BIDDING AND CONSTRUCTION PHASE SERVICES\PSA_SOW_GROVE EOC BIDDING AND CONSTRUCTION PHASE SERVICES.DOCX EXHIBIT B Fee Estimate City of Ashland The Grove EOC Emergency Power Supply System-Bidding and Construction Administration Support Apr-20 Description Total - Total Labor, Total Expense Total Cost Hours Task 1 Solicitation/Bidding Support 23 $ 4,290 $ 171 $ 4,461 I 1.1 Prepare Pre-Bid Meeting Agenda 3 $ 619 $ 55 $ 674 1.2 Attend Pre-Bid Meeting 6 $ 999 $ 48 $ 1,047 1.3 Respond to Bidder Questions 6 $ 1,238 $ 31 $ 1,269 1.4 Prepare Project Bid Addenda 8 $ 1,434 $ 37 $ 1,471 'Task 2 Construction Administration Support 96 $ 16,744 $ 897 $ 17,641 2.1 Attend Pre-Construction Meeting 6 $ 1,084 $ 68 $ 1,152 2.2 Attend Construction Progress Meetings 18 $ 3,159 $ 280 $ 3,439 2.3 Review Submittals/Shop Drawings 32 $ 5,696 $ 247 $ 5,943 2.4 Respond to RFIs and Change Orders 10 $ 2,022 $ 51 $ 2,073 2.5 Prepare Project Punch List 4 $ 680 $ 49 $ 729 2.6 Attend Generator Startup and Field Testing 10 $ 1,544 $ 71 $ 1,615 2.7 Prepare Construction Record Drawings 16 $ 2,559 $ 131 $ 2,690 I 119 .$2 „` 21.,034 $ T 1,068 $"„, -:: z;-1z.. 4/1/2020 4:05 PM EXHIBIT C RH2 ENGINEERING, INC. 2020 SCHEDULE OF RATES AND CHARGES RATE LIST RATE UNIT Professional I $144 $/hr Professional II $157 $/hr Professional Ill $171 $/hr Professional IV $184 $/hr Professional V $196 $/hr Professional VI $212 $/hr Professional VII $227 $/hr Professional VIII $235 $/hr Professional IX $235 $/hr Control Specialist I $130 $/hr Control Specialist II $141 $/hr Control Specialist III $155 $/hr Control Specialist IV $168 $/hr Control Specialist V $178 $/hr Control Specialist VI $191 $/hr Control Specialist VII $206 $/hr Control Specialist VIII $214 $/hr Technician I $106 $/hr Technician II $118 $/hr Technician III $135 $/hr Technician IV $145 $/hr Technician V $157 $/hr Technician VI $172 $/hr Technician VII $187 $/hr Technician VIII $196 $/hr _ Administrative I $72 $/hr Administrative II $83 $/hr Administrative III $98 $/hr Administrative IV $118 $/hr Administrative V $138 $/hr CAD/GIS System $27.50 $/hr CAD Plots-Half Size $2.50 price per plot CAD Plots-Full Size $10.00 price per plot CAD Plots-Large $25.00 price per plot Copies(bw)8.5"X 11" $0.09 price per copy Copies(bw)8.5"X 14" $0.14 price per copy Copies(bw)11"X 17" $0.20 price per copy Copies(color)8.5"X 11" $0.90 price per copy Copies(color)8.5"X 14" $1.20 price per copy Copies(color)11"X 17" $2.00 price per copy Technology Charge 2.50% %of Direct Labor price per mile Mileage $0.575 (or Current IRS Rate) Subconsultants 15% Cost+ Outside Services at cost Rates listed are adjusted annually. Exhibit D CITY OF ASHLAND Chris Roberts,PE RH2 Engineering,Inc. 22722 29th Dr, Ste 210 Bothell,WA 98021 March 20,2020 • RE: Scope of Work for Continuation of Personal Services for the development of Project No.2019-16,The Grove EOC Emergency Power Supply System Dear Mr.Roberts, The City of Ashland(City)is preparing to advance bidding and construction of the above- reverenced project and requests a proposal from RH2 Engineering to provide Personal Services for support related to bidding and construction administration. The proposed Scope of Work is characterized as a continuation of work performed by RH2 under a previous Agreement resulting from a competitive solicitation process,initiated on June 7,2019 when the City released a Personal Services Request for Proposals for the development of Project No. 2019-16. RH2 was the successful proposer and entered into an Agreement with the City of Ashland on 9/17/19 for the provision of plans,details and specifications. The Agreement stipulated a not-to-exceed cost of$61,599.00. RH2 is on track to complete all deliverables by March 31,2020. The City requests a proposal from RH2 on the following Scope of Work: SOLICITATION SUPPORT(APRIL—EARLY MAY 2020) • Prebid Meeting Agenda: City will prepare a draft pre-bid meeting agenda and will collaborate with Consultant to complete the technical items on the agenda. April 13-17. • Prebid Meeting: Attend pre-bid meeting and job walk,tentatively scheduled for April 21 (subject to change as needed by Project Team) • Addenda:Assist in preparation of a maximum of two(2)addenda.April 22-30. CONSTRUCTION SUPPORT(JUNE 1,2020—NOVEMBER 1,2020) • Attend one(1)on-site pre-construction meeting. Approximate date will be early to mid- June. • Progress Meetings:Attend and facilitate a maximum of six(6)Progress Meetings,as called for in the Technical Specifications. To minimize costs,the City expects that these meetings will be attended by locally based staff when a site visit is warranted or by phone conference. • Review submittals required by the Technical Specifications developed by RH2. Include a list of the submittals that 11I12 expects to review.June through late October/early November. Engineering Tel:541-488-6002 �. 51 Winburn Way Fax:541-488-5311 graIi Ashland,Oregon 97520 TTY: 800-735-2900 www.ashland.or.us • Review and advise City on a maximum of three(3)contractor's requests for information and change order requests. • Participate in the final walkthrough and assist with preparing the punch list of deficiencies. • Prepare and submit one(1)digital .pdf copy of the record drawings Basis of Payment-Payment will be made on a time and materials basis,up to a Not-to-Exceed amount mutually agreed upon between the City and RH2. Basis of Award-Upon mutual agreement of a maximum,not-to-exceed cost, City will direct award this contract to RH2. ORS 279C.115 allows for the direct award of personal services contracts when the project"consists of work that has been substantially described,planned,or otherwise previously studied or rendered in an earlier contract with consultant that was awarded under ORS 279A.065 and the new contract is a continuation of the project." The scope of work proposed above has been previously described,planned, studied,and rendered by RH2 and is a direct,linear continuation of Project No.2019-16. Furthermore,AMC Continuation of Work Exemption[AMC 2.50.120A(3)] provides: Personal service contracts of not more than$100,000 for the continuation of work by a contractor who performed preliminary studies, analysis or planning for the work under a prior contract may be awarded without competition if the prior contract was awarded under a competitive process and the Public Contracting Officer determines that use of the original contractor will significantly reduce the costs of,or risks associated with,the work. Respectfully, Kaylea Kathol,Project Manager City of Ashland Public Works 51 Winburn Way Ashland, OR 97520 Engineering Tel:541-488-6002 51 Winburn Way Fax:541-488-5311 Ashland,Oregon 97520 TTY: 800-735-2900 www.ashland.or.us EXHIBIT E CERTIFICATIONS/REPRESENTATIONS: Consultant, by and through its authorized representative,under penalty of perjury, certifies that(a)the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and(b) Consultant is not subject to backup withholding because: (i) it is exempt from backup withholding, or(ii) it has not been notified by the Internal Revenue Service (IRS)that it is subject to backup withholding as a result of a failure to report all interest or dividends, or(iii) the IRS has notified it that it is no longer subject to backup withholding. Consultant further represents and warrants to City that: (a) it has the power and authority to enter into and perform the Work, (b)the Agreement,when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance with its terms, (c) the work under the Agreement shall be performed in accordance with the highest local standards, and (d) Consultant is qualified,professionally competent, and duly licensed(if applicable)to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent contractor as defined in the Agreement, it is authorized to do business in the State of Oregon, and Consultant has checked four or more of the following criteria that apply to its business. X (1) Consultant carries out the work or services at a location separate from a private residence or is in X a specific portion of a private residence, set aside as the location of the business. (2) Commercial advertising or business cards or a trade association membership are purchased for X the business. (3)Telephone listing is used for the business separate from the personal residence listing. X (4)Labor or services are performed only pursuant to written contracts. X (5)Labor or services are performed for two or more different persons within a period of one year. (6) Consultant assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds,warranties, errors and omission (professional liability) insurance or liability insurance relating to the Work or services to be provided. 64.12 ,1( 4/10/2020 Consultant Date EXHIBIT F CITY OF ASHLAND, OREGON City of Ashland LIVING ALL employers described WAG E below must comply with City of Ashland laws regulating . 11-1 . . •I • i . • - $15.39 per hour, effective June 30, 2019. rAiThe Living Wage is adjusted annually every June 30 by the Consumer Price index. Employees must be paid a portion of business of their of health care, retirement, living wage: employer, if the employer has 401K and IRS eligible ten or more employees,and cafeteria plans(including has received financial childcare) benefits to the assistance for the project or amount of wages received by > For all hours worked under a business from the City of the employee. service contract between their Ashland in excess of employer and the City of $21,507.75. > Note: For temporary and Ashland if the contract part-time employees,the exceeds$21,507.75 or more. > If their employer is the City of Living Wage does not apply Ashland, including the Parks to the first 1040 hours worked > For all hours worked in a and Recreation Department. in any calendar year. For month if the employee spends more details, please see 50%or more of the > In calculating the living wage, Ashland Municipal Code employee's time in that month employers may add the value Section 3.12.020. working on a project or For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520, or visit the City's website at www.ashiand.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND 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: RH2(The Grove EOC generator) (Include names of parties to the document) Type of Document: Contract Lease ❑ Easement'❑ Deed ❑ IGA El Other(Specify) Dept Contact: Tami DeMille-Campos ACTION REQUESTED: Dept:Public Works Phone: Ext t 2420 0 Review Draft Date submitted to Legal: 04/03/2020 f El Approve final and forward to: 1 I Draft due by ASAP µ. (Unless indicated,Legal will return document to you) Return Requested by: Tami De Mille-Campos Complete this section ONLYthe first time this form is filled out: Has this document been previously worked on by the Legal Dept Staff? ® No ❑ Yes If yes, by whom? LEGAL DEPT First Date Received by Legal Date: By: 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: --°- By: / -✓.. Comments from LEGAL to DEPARTMENT: Comments from DEPARTMENT to LEGAL: El See Attached. ��l .,', ' ire C4 ,� e/trot f i/ -.1 41— „-- Z-0 Return original executed document to: ' ` Does this document need to be recorded? Recorder for safekeeping? El Yes) 0 No ❑ Yes CITY ADM ISTRATOR I DEPARTMENT HEAD Please do not sign the attached document until this form his been ate. ved by the Legal Dept below: FINAL LEGAL DEPARTMENT APPROVAL: /c Date: q•-.,..2-.G) G:\legal\D EPARTMENTS\Contracting\FORMS\Legal Doc Transmittal-ICLB.docx • e DATE(MMIDDNYYY) A`Oo CERTIFICATE OF LIABILITY INSURANCE 09110!2019 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 NAME CT Jona Bolin Sammamish Insurance,Inc. PHONE (425)898-8780 FAX No): (426)836-2865 ,AIC No,EMI: 704 228th Ave NE,PMB 373 E-MAIL JonaBolin©msn.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAICS Sammamish WA 98074 INSURER A: Ohio Security Insurance Company 24082 INSUREDINSURER B: Ohio Security insurance Company 238210 RH2 Engineering IncINSURER C: Continental Casualty Company 20443 11 22722 29th Dr SE Ste 210 INSURER 0: INSURER E: Bothell WA 98021 INSURER F: COVERAGES CERTIFICATE NUMBER: CL1952203493 _ 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. AUUL -it POLICY EFF POLICY EXP ILTR TYPE OFINSURANCE INSD WVO POLICY NUMBER (MMIDDIYYYY) (MMIDD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED2,000,000 CLAIMS-MADE n OCCUR PREMISES(Ea occurrence) S MED EXP(Any one person) S 15,000 A — Y BZS57962270 05/29/2019 05/29/2020PERSONAL&ADV INJURY $ 2,000,000 GEN'LAGGREGATELIMITAPPLIESPER: GENERALAGGREGATE s— 4,000,000 X POLICY❑5'0 n LOC PRODUCTS•COMP/OP AGG S 4,000,000 I OTHER: S AUTOMOBILE LIABILITY COMBINED SiNGLE LIMIT S 1,000,000 LEa accldenll X ANYAUTO BODILY INJURY(Per person) S . A OWNED —SCHEDULED Y BAS57962270 05/29/2019 05/29/2020 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS PROPERTY DAMAGE HIRED NON•OWNEO S AUTOS ONLY _ AUTOS ONLY (Per accident) _ UMBRELLALIABOCCUR EACH OCCURRENCE $ 2,000,000 _ A EXCESS LIAB CLAIMS-MADE Y BZS67962270 05/29/2019 05/29/2020 AGGREGATE $ 2,000,000 DEO X RETENTION$ 10.000 $ WORKERS COMPENSATION X STATUTE OTH- ER AND EMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE El,EACH ACCIDENT 1,000,000 B OFFICERIMEMBEREXCLUDED7 10/14/2018 10/14/2019 NIA 62VVECDL642 1,000,000 (Mandatory In NH) E.L.DISEASE•EA EMPLOYEE S [ Eyes,describe underE.L.DISEASE-POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS below Professional Liability AEH004312321 05/29/2019 05/29/2020 Per Claim $3,000,000 C Claims Made Deductible $ 200,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may bo attached if more space is required) The City of Ashland it's elected officials,officers and employees are named as additional Insured automatically where requried by contract as respects General Liability per CG7996 attached,Automobile Liability perAC8501 attached.and Umbrella Liability.Coverage Is Primary and Non-Contributory. Project:Personal Services Agreement 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 20 N Main St. AUTHORIZED REPRESENTATIVE Ashland OR 97520 �14,,b;' . I ©1988-2016 ACORD CORPORATION. All rights reserved. ' ACORD 26(2016/03) The ACORD name and logo are registered marks of ACORD t BUSINESSOWNERS BP 79 96 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Below is a summarization of the coverages provided by this endorsement. No coverages are given by this summary. Actual coverage descriptions are within this endorsement. SECTION SUBJECT A. Supplementary Payments Bail Bonds Loss Of Earnings B. Broadened Coverage For Damage To Premises Rented To You C. Incidental Medical Malpractice Injury D. Mobile Equipment E. Blanket Additional Insured (Owners, Contractors Or Lessors) F. Newly Formed Or Acquired Organizations G. Aggregate Limits H. Duties In The Event Of Occurrence, Offense, Claim Or Suit I. Liability And Medical Expenses Definitions Bodily Injury Insured Contract Personal And Advertising Injury r4 Section II -Liability is amended as follows: A. Supplementary Payments Section A.1. Business Liability is modified as follows: 1. The $250 limit shown in Paragraph A.1.f.(1)(b) Coverage Extension -Supplementary Payments for the cost of bail bonds is replaced by a$3,000 limit. 2. The $250 limit shown in Paragraph A.1.f.(1)(d) Coverage Extension - Supplementary Payments for reasonable expenses and loss of earnings is replaced by a$500 limit. B. Broadened Coverage For Damage To Premises Rented To You 1. The last paragraph of Section B.1. Exclusions -Applicable To Business Liability Coverage is replaced by the following: With respect to the premises which are rented to you or temporarily occupied by you with the permis- sion of the owner, Exclusions c., d., e., g., h., k., I., m., n. and o. do not apply to "property damage". © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 4 2. Paragraph D.2. Liability And Medical Expenses Limits Of Insurance Is replaced by the following: The most we will pay under this endorsement for the sum of all damages because of all "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner is the Limit of Insurance shown in the Declarations, 3. Paragraph D.3. Liability And Medical Expenses Limits Of Insurance does not apply. C. Incidental Medical Malpractice Injury 1. Paragraph (4) under Paragraph B.1.j. Exclusions -Applicable To Business Liability Coverage -Profes- sional Services does not apply to "Incidental Medical Malpractice Injury" coverage. 2. With respect to this endorsement, the following is added to Section P, Liability And Medical Expenses Definitions: a. "Incidental Medical Malpractice Injury" means bodily injury arising out of the rendering of or _ failure to render, during the policy period, the following services: (1) Medical, surgical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith; or (2) The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. >v b. This coverage does not apply to: (1) Expenses incurred by the insured for first-aid to others at the time of an accident and the Duties in the Event of Occurrence, Offense, Claim or Suit Condition is amended accordingly. (2) Any insured engaged in the business or occupation of providing any of the services described under a. above. (3) Injury caused by any indemnitee if such indemnitee is engaged in the business or occupation of providing any of the services described under a. above. D. Mobile Equipment Section C. Who Is An Insured is amended to include any person driving "mobile equipment" with your permission. E. Blanket Additional Insured (Owners, Contractors Or Lessors) 1. Section C. Who Is An Insured is amended to include as an insured any person or organization whom you are required to name as an additional insured on this policy under a written contract or written agreement. The written contract or agreement must be: a. Currently in effect or becoming effective during the term of this policy; and b. Executed prior to the "bodily injury", "property damage", or "personal and advertising injury". 2. The insurance afforded to the additional insured is limited as follows: a. The person or organization is only an additional insured with respect to liability arising out of: (1) Real property, as described in a written contract or written agreement, you own, rent, lease, maintain or occupy; and (2) Caused in whole or in part by your ongoing operations performed for that insured. b. The Limit of Insurance applicable to the additional insured are those specified in the written contract or written agreement or the limits available under this policy, as stated in the Declara- tions, whichever are less. These limits are inclusive of and not in addition to the Limit of Insurance available under this policy. c. The insurance afforded to the additional insured does not apply to: (1) Liability arising out of the sole negligence of the additional insured; (2) "Bodily injury", "property damage", "personal and advertising injury", or defense coverage under the Supplementary Payments section of the policy arising out of an architect's, en- gineer's or surveyor's rendering of or failure to render any professional services including: © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 4 (a) The preparing or approving of maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (3) Any "occurrence" that takes place after you cease to be a tenant in the premises described in the Declarations; or (4) Structural alterations, new construction or demolition operations performed by or for the person or organization designated in the Declarations. 3. Any coverage provided hereunder shall be excess over any other valid and collectible insurance avail- able to the additional insured whether primary, excess, contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. F. Newly Formed Or Acquired Organizations The following is added to Section C.Who Is An Insured: Any business entity acquired by you or incorporated or organized by you under the laws of any individual state of the United States of America over which you maintain majority ownership interest exceeding fifty percent. Such acquired or newly formed organization will qualify as a Named Insured if there is no similar insurance available to that entity. However: 1. Coverage under this provision is afforded only until the 180th day after the entity was acquired or incorporated or organized by you or the end of the policy period, whichever is earlier; 2. Section A.1. Business Liability does not apply to: a. "Bodily injury" or "property damage" that occurred before the entity was acquired or incorporated or organized by you; and b. "Personal and advertising injury" arising out of an offense committed before the entity was ac- quired or incorporated or organized by you. 3. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization Is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. G. Aggregate Limits The following is added to Paragraph D.4. Aggregate Limits Liability and Medical Expenses Limits Of Insurance: 1. The Aggregate Limits apply separately to each of the "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. 2. The Aggregate Limits also apply separately to each of your projects away from premises owned by or rented to you. For the purpose of this endorsement only, "location" means premises involving the same or connect- ing lots, or premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad. H. Duties In The Event Of Occurrence, Offense, Claim Or Suit 1. Paragraph E.2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition applies only when the "occurrence" is known to any insured listed in Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. 2. Paragraph E.2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition will not be considered breached unless the breach occurs after such claim or "suit" is known to any insured listed under Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an"occurrence" or claim. © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Page 3 of 4 I. Section F.Liability And Medical Expenses Definitions is modified as follows: 1. Paragraph F.3. Is replaced by the following: 3. "Bodily Injury" means bodily Injury, sickness, disease, or incidental medical malpractice injury sustained by a person, and includes mental anguish resulting from any of these; and including death resulting from any of these at any time. 2. Paragraph F.9. is replaced by the following: 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prom- = ises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; plo _ b. A sidetrack agreement; F _ c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; r-- i d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indem- nification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" Is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a contract or agreement shall only be considered an "insured contract" to the extent your assumption of the tort liability Is permitted by law. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily Injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opin- ions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or ° (3) Under which the insured, If an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the Insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or F engineering activities. 3. Paragraph F.14.b. Personal And Advertising Injury is replaced by the following: b. Malicious prosecution or abuse of process; © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 4 COMMERCIAL AUTO AC 85 01 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 13 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 r— AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 AMENDED FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE-BROADENED COVERAGE 11 GLASS REPAIR-WAIVER OF DEDUCTIBLE 17 HIRED AUTO COVERAGE TERRITORY 23 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 7 LOAN / LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 18 PERSONAL EFFECTS COVERAGE 12 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 9 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 14 PRIMARY AND NON-CONTRIBUTORY -WRITTEN CONTRACT OR WRITTEN AGREEMENT 24 RENTAL REIMBURSEMENT 10 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 8 TRAILERS - INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 20 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 22 SECTION I-COVERED AUTOS is amended as follows: 1. TRAILERS-INCREASED LOAD CAPACITY The following replaces Paragraph C.1. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I-COVERED AUTOS: "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 1 of 7 SECTION II -LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.1. - Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization, 3. EMPLOYEES AS INSUREDS SECTION Il - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Is amended to include the following as an "Insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization Is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a 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.a. Supplementary Payments, Paragraphs (2)and (4) are replaced by the following: (2) Up to $3,000 for cost of ball bonds (including bonds for related traffic violations )required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 2 of 7 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion 5.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of"loss". This coverage is excess over any other collectible insurance. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 7. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and If Comprehensive, Specified Causes of gi � Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you r— own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, cI -- . subject to the following limit and deductible; a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. - e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 8. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For"light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc,,with its Permission. Page 3 of 7 9. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of,$50 per day and a maximum limit of $1,500, 10. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE,A.Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses Incurred after the first 24 hours following the "accident" or"loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lessor vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not Include "personal effects" as defined In provision 12.B. 11. EXTRA EXPENSE-BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 12. PERSONAL EFFECTS COVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE,A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V-DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 13. ACCIDENTAL AIRBAG DEPLOYMENT SECTION 111 -PHYSICAL DAMAGE COVERAGE, B.Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 4 of 7 14. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the.following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle, 15. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed In the covered "auto"; and (2) Designed to be solely operated by,use from the power from the "auto's" electrical system; and �---- (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 16. LOAN /LEASE GAP COVERAGE(Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" Is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a"Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 5 of 7 • C. SECTION V -DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" In which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 17. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 18. PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: • The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. . This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 19. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after Its discovery, and we have the right to collect additional premium for any such hazard or exposure. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 6 of 7 21. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV -BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of"accident", claim, "suit" or"loss", you must promptly notify us when It is known to: (1) You, if you are an Individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insureds" name and address; and (c) The names and addresses of any injured persons and witnesses. 22. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. I� 23. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 24. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV -BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other Insurance available to an "Insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V -DEFINITIONS Is amended as follows: 25. BODILY INJURY REDEFINED Under SECTION V -DEFINITIONS, Definition C.is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. ® 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 7 of 7 CA 00 01 03 06 BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. SECTION I - COVERED AUTOS Read the entire policy carefully to determine rights, duties and what is and is not covered. ITEM TWO of the Declarations shows the "autos" Throughout this policy the words "you" and that are covered "autos" for each of your cov- erages. The following numerical symbols de- "your" refer to the Named Insured shown in the scribe the "autos" that may be covered "autos". Declarations. The words "we", "us" and "our" The symbols entered next to a coverage on the refer to the Company providing this insurance. Declarations designate the only "autos" that are Other words and phrases that appear in quotation covered "autos". marks have special meaning. Refer to Section V - A. Description Of Covered Auto Designation Definitions. Symbols Symbol Description Of Covered Auto Designation Symbols 1 Any "Auto" 2 Owned Only those "autos" you own (and for Liability Coverage any "trailers" "Autos" you don't own while attached to power units you own.) This includes Only those "autos" you acquire ownership of after the policy begins. 3 Owned Only the private passenger "autos" you own, This includes those private Private passenger "autos" you acquire ownership of after the policy begins. Passenger "Autos" Only 4 Owned Only those "autos" you own that are not of the private passenger type "Autos" Other (and for Liability Coverage any "trailers" you don't own while attached Than Private to power units you own). This includes those "autos" not of the Passenger private passenger type you acquire ownership of after the policy begins. "Autos" Only 5 Owned Only those "autos" you own that are required to have No-Fault benefits "Autos" in the state where they are licensed or principally garaged. This Subject includes those "autos" you acquire ownership of after the policy begins To No-Fault provided they are required to have No-Fault benefits in the state where they are licensed or principally garaged. 6 Owned Only those "autos" you own that because of the law in the state where "Autos" they are licensed or principally garaged are required to have and Subject cannot reject Uninsured Motorists Coverage. This includes those To A "autos" you acquire ownership of after the policy begins provided Compulsory they are subject to the same state uninsured motorists requirement. Uninsured • Motorists Law 7 Specifically Only those "autos" described in Item Three of Declarations for which Described a premium charge is shown (and for Liability Coverage any "trailers" "Autos" you don't own while attached to any power unit described in Item Three). 8 Hired "Autos" Only those "autos" you lease, hire, rent or borrow. This does not include Only any "auto" you lease, hire, rent, or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. CA 00 01 03 06 @ISO Properties, Inc., 2005 Page 1 of 13 • I