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HomeMy WebLinkAboutPW18-456 - Original - Northstar Chemical, Inc. - 2019 Water Treatment Chemical Supplies - 12/06/2018 KENT Records Management Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 253-856-5725. Vendor Name: North Star Chemical, Inc. Vendor Number (JDE): ' r Contract Number (City Clerk): I w 1� —"I 15-(119 Category: Contract Sub-Category (if applicable): Goods & Services Project Name: 2019 Water Treatment Chemical Supply Contract Execution Date. 2/6/18 Termination Date: 1 2/31 /1 9 Contract Manager: Tom Cunningham Department: PW-9PS Contract Amount: $8, 154.00 Budgeted: (i) Grant? Part of NEW Budget: O Local: State: 0 Federal: 0 Related to a New Position: 0 Basis for Selection of Contractor? Bid: Small Works Roster: Direct Negotiation: RFP: Quotes: El Approval Authority: (�) Director O Mayor O City Council Other Details: The Vendor shall supply the City with water treatment chemicals KENT GOODS & SERVICES AGREEMENT between the City of Kent and Northstar Chemical, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Northstar Chemical, Inc. organized under the laws of the State of Washington, located and doing business at 14200 SW Tualatin-Sherwood Rd., Sherwood, OR 97140, Phone: (503) 625- 3770, Contact: Iulie DeBellis (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: The Vendor shall supply the City of Kent Water Department with water treatment chemicals (bid item 7, 8 and 11) according to the bid proposal submitted October 16, 2018, which is attached as Exhibit A and incorporated by this reference. Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services by December 31, 2019. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed Eight Thousand, One Hundred and Fifty-Four Dollars ($8,154.00), including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Compensation of up to $8,154.00 is based on an estimated annual need. Actual need may vary as follows: Item 7: zero to 1,600 gals. Item 8: zero to 1,200 gals. Item 11: zero to 1,000 gals. Therefore, actual compensation will be between $0 and $8,154.00 and be based on the exact quantity of chemicals ordered by the City. Vendor shall be paid after submittal of invoice. GOODS & SERVICES AGREEMENT - 1 ` ($20,000 or Less, inci. WSST) If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment. Waiver of_Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D, The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with GOODS & SERVICES AGREEMENT - 2 ($20,000 or Less, including WSST) i the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon j receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. fdotice of Claim. Provide a signed written notice of claim that provides the following information: 11 The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3, The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and S, An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. R=rd . The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Quty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. GOODS & SERVICES AGREEMENT- 3 ($20,000 or Less, including WSST) D. Failure to Prgtest Constituk /ai_yer. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Consti ytes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 52A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when Vendor knows or should have known of the defect, or (2) upon Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANC TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable GOODS & SERVICES AGREEMENT - 4 ($20,000 or Less, including WSST) I attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recvdable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Npn-Wai gr gf Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governlno Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; providtd, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. GOODS & SERVICES AGREEMENT- 5 ($20,000 or Less, including WSST) H. Com hance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. BSlsdness License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. g9unterparts, n na ureS by Fax Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VEfN R: CITY OF KENT: P v. Bv. "- r (sigpaure) (signature) Pr' t am 1 _I4Q �, 9S Print Name: David A Brock, P.E I AA/AC0 dy Its: pep ty Director Operations Manager Itie) ATE I DATE: C ..........._.... . OT CE'S TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Julie DeBellis Timothy ]. LaPorte, P.E. Northstar Chemical, Inc. City of Kent 14200 SE Tualatin-Sherwood Rd. 220 Fourth Avenue South Sherwood, OR 97140 Kent, WA 98032 (503) 625-3770 (telephone) (253) 856-5500 (telephone) (503) 625-1478 (facsimile) (253) 856-6500 (facsimile) ATTEST:,,�q �y � Kent City Clerk GOODS & SERVICES AGREEMENT- 6 ($20,000 or Less, including WSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY i The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5, Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill he five r uirements referenced above. By: For: N1,ay/v" j L _ Title: G Date: EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. q I, the undersigned, a duly represented agent of f y -t Y-z� b\ Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as ____. that was entered into on the I�— �� �� (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: For: _. Title: _lDC� � J Date: EEO COMPLIANCE DOCUMENTS - 3 of 3 EXHIBIT A WATER TREATMENT CHEMICAL SUPPLY FOR 2019 PROPOSALFORM I The undersigned hereby proposes to provide all equipment, labor, materials and supplies to perform the service as specified in this contract (see Special Provisions 1.3 & 1.6) for the following fees; I , Bidder's Name: s`�. Yi- /� 4 f°t^ Item Estimated Description Did Unit Total Annual Unit Prices Usage 7 1,600 12 1/2% Sodium Hypochlorite in $�GALS* 500-1,000 Gal. Deliveries BULK GAL. FOB 212th St. Treatment Plant Total $ BO *Estimated annual need Is 1,600 Gals. Actual need may vary. 4ortnpany Submitting Proposal y Amu r ed Signature N t : Contractor must submit a firm proposal for the contract term(s). WATER TREATMENT CHEMICAL SUPPLY FOR 2019 PROPOSALFORM The undersigned hereby proposes to provide all equipment, labor, materials and supplies to perform the service as specified in this contract (see Special Provisions 1.3 & 1.6) for the following fees: Bidder's Name: 1 GV k bl-rg —0 �1��(11W_ 'l Item Estimated Description Bid Unit Total Annual Unit Prices W. s�Y1jB 8 1,200 12 112% Sodium Hypochlorite in $ GALS* 100 to 400 Gal. Deliveries BULK GAL. �' L FOB Garrison Well Total __-- *Estimated annual need is 1,200 Gals. Actual reed may vary. pall Submitting Proposal Auk o 5ignat re ,4�Q Not Contractor must submit a firm proposal for the contract term(s). I ° WATER TREATMENT CHEMICAL SUPPLY FOR 2019 PROPOSAL FORM The undersigned hereby proposes to provide all equipment, labor, materials and supplies to perform the service as specified in this contract (see Special Provisions 1.4 & 1.6) for the following fees: Bidder's Name: ! * C1er Item Estimated Description Bid Unite Total. Annual Unit Prices -Usage 11 1,000 25% Sodium Hydroxide $�, 33(� GALS* 1,000 to 2,000 Gal. Deliveries BULK GAL. J FOB 212th Treatment Plant Total g, 3 0 .60 *Estimated annual need is 1,000 Gals. Actual need may vary, Compa y Submitting pQosal Aut(r�' e Signature Not C retractor must submit a firm proposal for the contract term(s). i EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Co merrig General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 it 85. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance fawn of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial G�ene.ral, Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations-aggregate limit. EXHIBIT B (continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance,, The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. NOR Fd CHE:10 AC" CERTIFICATE OF LIABILITY INSURANCE °AT1J14/2018 r' Ill 11114r2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT CommercialNAME:Lines-(626)291-90D1 PHONE ,,, ,,,,,,,,,,,,,,, FA% rn(c,No Ea) 628.201 9001 {wq NPi 61 O 537 2393 USI Insurance Services National, Inc. -CA Licl OD08408 n,,MAIL uerCif1oaC8Swl uSi.com 201 MISSIDn St, 11th Floor INSURERS)AFFORDING COVERAGE NAIC4 San Francisco,CA 94105 INSURER A: Aspen Specialty Insurance Cc 10717 INSURED INSURER B, XL Specialty Insurance Company 137885 Northstar Chemical Inc. INSURERC SAIF Corporatio❑ 1 36196 14200 S.W.Tualatin-Sherwood Rd. ---- - INSURER D: INSURER E Sherwood, OR 97140 1 INSURER COVERAGES CERTIFICATE NUMBER: 13668255 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE HFFN ISSUED TO THE INSIIRFD 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., INS TYPE OF INSURANCE ADDL SDeR POLICYEFF POLICY EXP . .. - ---- ---- - LTR wcn wvn POLICY NUMBER IMMn1nry", tMutnnnvyn LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S I001000 ERAEJRWI8 07/01/2018 07/01/2019 EACH OCCTO URRENCE — - SID CLAIMSMADE 'IX OCCUR Pnr MI$P'S(Eut ana"e'ul E 300000 XP ollufion Inaludea Gl alrvla Matle ( ) NI D ExP fpnv ono oesoN 9 26000 1 PE__RSONA_LB ARV I N J U RV ,5 1000000 GEN L ALGREGArE LIMI r APPI.IFG PE R C E N E RAE ACLRE GA rE 5 2,000000 '= POIICY I X P Gr X I01i + FRODUCrS COMF 6 AGG 2,000000 g AuromoelLE uaearrV AECO050135-01 07/01/2018 07101/2019 Y°r'plw'¢Y SInIrIr tlMgr 5 1,000000 dCf na.udMMtNL .� ......_ ..__.,....... X �ANY An10 BODILY INJURY(Pel G,dnt � E CONNED -' SCHEDULED i' BODILY INJURY IF d p $ AUTOS ONLY AUTOS - HIRED ..... $5,000 ED HRC1PERu bAMar"E ......... .... .�_. f AUT080NLY AUTOSONLV fPP At U?Il;,,llj, x MCS 90 x 5 _..._____..._.. q ) 07/01/2018 07/01/2019 LACHOCCURRENCE 000000 x uMBRELLAUAB � x OCCUR r EXAEJRXIB EXCESS LIAB CLAIMSMADEI AGGREGATE , 1,Or1)UJP Ld -.... — a .... DEL) I ILL rENnCNS �5 G WORKERS COMPENSATION 976990 07/01/2018 07/0112019 X SEaTIITF �lM AND EMPLOYERS'LIABILITV YfN "' - ..-- ANYPROPRIETOOPARTNEWEXEOUTIVE OREGON IL EICHACCIDENT 1-00- 0000 Orrrc RMEmoEREXCLUDED? N/A (MandaloryinNH) I _ CL DISEASE EAEMPLOYEC $ i,DOD,000 Ify DESCR IPTION ribaunder -- ON OF OPERATIONS below EL DISEASE POLICYLIMIT S 1J DOE,Goo A Y Stop Gap Employers Liability ERAEJRWI8 07101/2018 07/0112019 Bodily lrturyby AlfwI Sunml--aAccimlt 1 Stop Gap-State of Washington Badly Inn,by Brsnase-$IAgyng9Ieoale Lirnic Body Inp,by D,s.d,v.$imrn Ea Employae; DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached it more space is required) The City of Kent is named as additional insured as it relates to general liability and auto liability in accordance with the terms and conditions of the policies, Umbrella/Excess Liability follows form as it relates to additional insureds, The above coverage is primary and non-contributory where required by written contract. Certificate holder is provided 30 days notice of cancellation in accordance with the terms and conditions of the policies.. CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220 Fourth Avenue South THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Kent,WA 98032 AUTHORIZED REPRESENTATIVE 9y , The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) i COMMERCIAL AUTO Policy Number'.AEC0050135-01 CA 04 49 1116 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance B_ The following is added to the Other Insurance Condition in the Business Auto Coverage Form Condition in the Auto Dealers Coverage Form and and the Other Insurance — Primary And Excess supersedes any provision to the contrary. Insurance Provisions in the Motor Carrier This Coverage Form's Covered Autos Liability Coverage Form and supersedes any provision to Coverage and General Liability Coverages are the contrary: primary to and will not seek contribution from any This Coverage Form's Covered Autos Liability other insurance available to an "insured" under Coverage is primary to and will not seek your policy provided that: contribution from any other insurance available to 1. Such "insured" is a Named Insured under such an "insured" under your policy provided that: other insurance, and 1. Such "insured" is a Named Insured under such 2. You have agreed in writing in a contract or other insurance; and agreement that this insurance would be 2. You have agreed in writing in a contract or primary and would not seek contribution from agreement that this insurance would be any other insurance available to such primary and would not seek contribution from "insured". any other insurance available to such "insured"_ CA 04 49 1116 ©Insurance Services Office, Inc„ 2016 Page 1 of 1 POLICY NUMBER: AECO050135-01 XIC 411 1013 ENDORSEMENT This endorsement, effective 12:01 a.m., Juiy 1,2018 forms a part of Policy No. AECO050135 issued to NORTHSTAR CHEMICAL COMPANY, INC. by XL Specialty Insurance Company, THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM A. COVERED AUTOS LIABILITY COVERAGE, Who is An Insured, is amended to include as an "insured" any person or organization you are required in a written contract to name as an additional insured, but only for "bodily injury" or"property damage" otherwise covered under this policy caused, in whole or in part, by the negligent acts or omissions of: 1. You, while using a covered "auto"; or 2. Any other parson, except the additional insured or any employee or agent of the additional insured, operating a covered"auto"with your permission; Provided that: a. The written contract is in effect during the policy period of this policy; b. The written contract was signed by you and executed prior to the "accident' causing "bodily injury' or"property damage"for which liability coverage is sought; and C. Such person or organization is an "insured" solely to the extent required by the contract, but in no event if such person or organization is solely negligent. B. The Limits of Insurance provided for the Additional Insured shall not be greater than those required by contract and, in no event shall the Limits of Insurance set forth in this policy be increased by the contract. C. General Conditions,Other Insurance is amended as follows: Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary, excess, contingent or on any other basis unless the contract specifically requires that this policy be primary. All terms, conditions, exclusions and limitations of this policy shall apply to the liability coverage provided to any additional insured, and in no event shall such coverage be enlarged or expanded by reason of the contract. All other terms and conditions of this policy remain unchanged. XIC 411 1013 ©2013 X.L.America, Inc. All Rights Reserved. Page 1 of 1 May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. GRIE 08/14/2017 0 U.S.Dparlrranl al Transporatim Feaenl Meb,f+rvr ENDORSEMENT FOR FORMAPPROVED MOTOR CARRIER POLICIES OF INSURANCE FOR PUBLIC LIABILITY OW Na:2129-00011 UNDER SECTIONS 29 AND 30 OF THE MOTOR CARRIER ACT OF 1980 Issued to NORTHSTAR CHEMICAL,COMPANY,INC. of SHERWOOD,OR 97140 Dated at 505 Eaglavtaw Blvd.,Futon.PA 19341 this 1st day of July 1,2018 Amending Policy No, AECO050135-01 LHective Date July 1,2018 Name of Insurance Company XL Specialty Insurance Company Countersigned by Authorized Company Represenlailve mm The policy to wh i this theminnmmi 1.watched povldespdngry or somas astrmnca.askteroom by1XI-for 010,,PIYMA,.MwyOs', ® The IMurames Is pd�mery,and Me coammy shall nal.be It"he amounts In,canvas of S 1,000,000 CSL far each a-cmet. I This snawama is.nnhis and ills almpary shial no ise sable For asdei In.eaoasa of ri ._for aadi tool In awmsa of the undbrtying Omit o1 S tam ae r eoGdent IMhotgvor roquYmdby the federal we. Cad p pill Advisnorollon(PMisultrdued company agrees f use FM tits PMCSAa trial Ma plisaid.forcand all. Its oru"la6msk* hThe company Mto agroea,upoISM of ti a re9rasl.by era autlgdzad mprosoMotivo of Usa FMCSA,to wrtdy final Ma pulley Is in force as of P paAtlaular d.la.Tula tWphmq mnl yqr 10 celled ISM the company dame toftons snncefro liart st, boas made is flitase,pi,dip Inanmdbygiving it)dtrooloa J315)ote days andpot leywn1lmgd Onsokpor play{aed3s daymaches ncAmmOi Nanathe Ui C, 13901 Ixy provi,p Mit(3luq the)]be sllp$0 panttitmkoal,son 121 d'the Insured Isnfesrlla dq FMCSAs FMCSA m..11 In W his; 49 U'S.G. 1 g90n,by ProNAlhg Ihldy{lip{pays adds 1e dq FMC9A(ASW 3g days mmicM b ao-mdsararo from lM1a tla4o dq rM11m Is received by the F'.MCSAal lla oSicaM WanNngim D.C.). _ DEFINITIONS AS VSED IN THIS ENDORSEMENT At.idanf includes conini or repealed expoin.Pie mMM..a or whdn Envbemmsmi NeafnraeoAmwan,raslaAm for ate loss,damage,pr results In bodily Injury,property ch rma l uranylmminflal demege which Me desbuction of rggml resourca t sitting out OfMe accidental dealki insured Water ilxpecled rwr intended dispersal,mloox or serape IMe w upan MIe IeM,almosphom wabroourse. Motor Vellfdl.means a IeM ymicle,meni trum trader,tra ler,ar or body of water,oianyoommodlty,tramneorted by a i conies,This shall aemlbeYarpropellotlordmwnbymecN "lpowaror mm waMghway nelud-Memsl of removal and Na cost ofndmeserY deoswes laken 1. for transporting property,or arty combination thereof, m nimiae or mitigate damage q human health,the naMal emYonmi fish, Soddy I Wry ones.Injury I.Me body,Ockiwas,or at saes.to wry person, Mention,and nMtold. I nduding deaih F.au l erg from any of these- Public LbblRfy moms aabigy far bodily injury.property demi anal Prvpedy DemePo rose..damage to or has.of use of arggtle property environmental restoration Th.insurance policy to winds this and.a.manl is tine lhed pmvylns company Fan MIN ly or gait its payment of any FAA judgnant,widen the automobile liability insurance and is amended to assure mrhie rural by the limits of liabi Fry War.dintomed.inespedive of the finam.al e M ilm. inaumd.within da limits slated herein,as a at.rwrrler of property,with insolvemy or bankruplay at ere mewed.However,atl lama,conditions and Secdons N and 30 of the Mot.Carder AM of 1Ilm eon we iJes and IkNatims in the policy to which the endorsement is attached shall remain in regulations ofthe Federal Motor Carder Safety AdMMstration(FMCSA), full twee and elect as 1 dkg between dine insured ad Me mncpany.The In considaation of the man ium stared to the pally to whits Me elttlonenaM Insured press to reimburse d1e company fw any payment made by the Is marchad,the Insurer(the compenyl agree.to pay,whin life Wnilc or company on account of any accident Wkn,or suit invoking a breach of Me liability described herein,any fined judgment recovered against Me inured for tetras of the policy,and nor any payment Mel Me co npary would mi have pLi liability revelling from othi nos In ulna Operated,,rnenlenance Or use bean obligated to make Ones(he previsions of the policy ni for the of at.,vehicles subject to the financial responsibility rea.remmis of agreement contained;.Wa endwaemant sections 29 and 30 or Me Motor Cella Ad of 1990 regiedess of whether or it Is further undastocd and tigq.d that,upon allure of me company to pay, no,each nmlor vehiW is epacificslly d...Mae In me p ti q and whinhar a try Panel jtdgm recovered against Me lneund as provided herein,ma WI such mg0igame oaten many route or M any tannery authorized In be Iudgrmml aadilor may rain Wn an me.in arty mud of competent served by the Insured.elsewhere.Such Inst.as is attended,ter pubic Putrid i against din.wmp.y Io maple'seen payment inanity.does net appiy io injury b ar death of Me inaurae.employees while The fimlls of compaMs baulky Per the amounts presoribad in tltls engaged in the muse of dai employment,or properly"reported by the ands ini apply scpangly to eadn.rodent and any palmetto under line Insured designated as cargo.It la undersbpod and agrel mat no condition, policy bananas of any,are accident shag net operate to a i.Me lability Of provision,stipulation,as translation raxrteined in lbw policy,%Is endorsement, NB corni for tla paymanl Of final judgments nisi from any other or try after eMarsoment Phrem,or dolalion thereof,shell relieve nine ecddaM. Form MCS-90 0614 i . n .the a Pap,eea . ................. SCHEDULE OF NJWHR9--AlfH"C LIAB"i .. Type of arHa9e Camnodny Van .had iary 1�,19!B6 (1)Far-hlm(In Innersole o,foreign wnveeru.with a Property(noohnrealow) fmo00 groan vahu,Je waighl mthg of 10.000 or male puunda). (2)For-hire and PnvaW(In l ntemtate,fcmlgn,or Harallous substances.a,defined In 49 CFR $5.000,000 Immnwe--marts,will,a lieu veNrda welghl reeng 171.8,bansporb)d In earlio tanks,ponabla tanks, of 10,000 or more poundi or InpW4,pe vaNclea with capaddes In es-ss c13,500 wale,geMons;or In bulk DIN,,.t.t.1,2, and 1.3 mnerins,OlWslen 2.3.Henrd Zone A,or Division 6.1.Packing Group I,Heron Zane A inamnel;In bulk Division 2A or 2.2.ar Igrwey mina central'ee quantities or Class 7 malarial,as defined in 49 CFR 173A03 (3)For-hke end Private(In overeat.or land,n Oil listed In 49 CFR 172.101;hazardous waste, f1.000.000 commerw,In any quantlly;or th Inboodata canmeraa, hpiardouo maledels,and herardau substances defined In bulk only;with a gro55 whisk,weight rating of In 49 CFR 171.E and listed In 49 CFR WON or ante Pounds). 172,101.bW not menlaned In(2)above or(4) below. (4)Forme arM Private(In Interstate or fomlgn "quanuty of DINslon I.A.1.2.or 1.3 metedal; f5,0akii .Inn a,with a gross whi da weight noting of leas env,quenity of a DWlslon 2.3.Hazard Zane A.or then 10,000 pounds). Division 6A,Pac"Gmap I,Hai ZonvA malarial;or Nghway routs onotolled goantitias ore Class,7 material as defined In 49 CFR 173 403. Form IACSAO 0614 Named Insured. Northstar Chemical Inc. Policy Term: 07/01/2018 to 07/01/2019 Policy Number: ERAEJRW18 NI. WHO IS AN INSURED A. If you we designated in the Declarations as. I. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner 2. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also Insureds, but only with respect to the conduct of your business 3. A Omitted livability company you are an insured. Your members are also insureds, but only with respect to the conduct of your business Your managers are insureds but only with respect 0 their duties as your managers. 4. An organization other than a partnersh:p joint venture or limited liability company, you are an insured. Your executive officers and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also Insureds, but only with respect to their liability as stockholders. 5. A trust you are an insured Your trustees are also insureds, but only with respect to their duties as trustees. B. With respect to at coverages other than Coverage 1D (Employee Benefits Administration Liability), each of the following is also an insured: 1. Your volunteer workers. but only white performing dut es related to the conduct of your business, or your employees, other than either your executive officers (W you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you We a limited! lability company), but only for We within the scope of their employment by you or while performing duties related to the conduct of your' business. However, none of these emptoyees or volunteer workers are Insureds for. (a) Bodily Injury or personal and advertising Injury: ASPER108 0313 �-'Aspen Specialty Insurance Company. 2012 Includes copyrighted material Page 20034 of ISO Properties, Inc. used with perm!ssion (I) To you, to your partners or members Of you are a partnership or Joint venture), to your members (if you are a limited liability companyg (li) For whhich there is any obligation to share damages with or repay someone else who must pay damages because of the In)ury described In (a)(i) above;or (iii) Arising out of the providing or failure b provide professional health care services except incidental health care services provided by any physician, dentist, nurse, emergency medical technician or paramedic who is employed by you to provide such services and provided you are not engaged In the business of providing such services. (b) Property damage b property (1) Owned, occupied or used by, or (li) Rented to, In the care, custody or control of, or aver which physical control is being exercised for any purpose by you, arry of your employees, volunteer workers, any partner or member Of you are a partnership or joint venture), or any member (A you ere a limited liability company). 2. Any person(other than your employee or volunteer worker), or any organization while acting as your real estate manager. 3. Any person or organization having proper temporary custody ot your property t you die, but only: (a) With respect b liability arising cut of lithe maintenance or use of that property, and (b) Until your Legal representative Chas been appointed. 4. Your legal representative if you die, but only with respect b duties as such. That representative will have all your rights and duties under this policy C. Any subsidiary, associated. aff elated or mired c;ompany or corporation, Including subsidiaries thereof, of wtdch you have more than 50%ownership interest as of the inception date is a Named Insured. D. Any organization you newly acquire or form other than a partnership, Joint venture or hinted 5abilty company, and over which you maintain ownership or majority Interest, will qualify as a Named insured A there is no other similar Insurance available b that organization However 1. Coverage under this provision is afforded orgy until the 1801h day after you acquire or farm the organization or the end of the policy period, wNchever is earlier; 2. Coverage under this Policy does not apply to any bodily Injury, property damage, offense environmental damage, wrongful act or oriels event that occurred before you acquired or fanned the organization. E. Solely with respect b Coverage 1D (Employee Benefits Administration Liability), each of the fotowing is also an insured 1. Each of your employees who is or was authorized to administer your employee benefits program 2. Any persons, organizations or employees having proper temporary authorization to administer your employee benefits program 1 you die brA,only until your legal representative Is appointed. 3. Your legal representative if you die, but only with respect b duties as such That representative will have all your rights and duties as such That representative will have all your rights and duties under this Policy. F. Any person or organization with whom you agree to Include as an Insured pursuant to an Insured contract is an insured, but () only with respect b bodily injury property damage, environmental damage or personal and ASPER108 0313 C Aspen Specialty Insurance Company, 2012 Page 21 oi3l Includes copyrighted material 9 of ISO Properties the used with permission advertising Injury arising out of your operations,your work, equipment or premises leased or rerdad by ymr, or your products which are distributed or sold it the regular course of a vendor's business; and (i) oily for the lssaar of to applicable limits of liability set forth in § R of the policy or the minimum limits of Ilabilly required by the Insured contract, however 1. A vendor Is riot an Insured as respects bodily Injury, properly damage, environmental damage, emergency response coat, crisis cost or pamonal and advartising Injury: (a) For which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement except that which the vendor would have in the absence of the contract or agreement; (b) Arising out of any express warranty unauthorized by you; (c) Arising out of any physical or chemical change In the product made Intentionally by the vendor; (d) Arlshg out of repackaging, except when unpacked sorely for the purpose of 'Inspection, demonstration, testing,or the substitution of parts under instructions from you, and then repackaged in the original contalner, (e) Arising out of any failure to make inspections, adjustments, tests or servicing as the vendor ties agreed b make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Arising out of demonstration installation, servicing or repair operations, except such operations performed at the vendor's location In connection with the sale of the product or (g) Arising out of products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. 2. A manager or lessor of promises, a lessor of leased equipment or a mortgagee, assignee, or receiver is not an Insured as respects bodily Injury, properly damage, environmental damage, emergency response coat, crisis cost or personal and advertising injury' (a) Arising out of any occurrence, offense or pollution incident that takes place after the equipment lease expires or you cease to be a tenant or (b) Ansing out of structural alterations, raw construction or demolition operations performed by or on behalf of the manager or lessor of premises, or mortgagee, assignee, or receiver. G Any person or organization that has at least a 50% controlling interest In you is an Insured but only with respect to bodily Injury property damage, environmental damage or persona[ and advertising Injury arising out of their financial control of you No person or organzat:on is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that in rot shown as a Named Insured in the Declarations. ASPER108 0313 caAspen Specialty Insurance Company, 2012 p 22oT34 Includes copyrighted material d ISO Properties, Inc. used with permission Named Insured: Northstar Chemical Inc, Policy Term_ 0 7/0 112 01 8 to 07/01/2019 Policy Number: ERAEJRW18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY It is hereby agreed that the Policy is amended as follows solely as respects Coverage Section 1. , Coverage I(Bodily Injury and Property Damage) and Coverage 16 (Personal and Advertising Injury): SCHEDULE Name of Person or Organization: Blanket Where Required By Written Contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The persons or organizations shown in the Schedule above are insureds under§ III.WHO IS AN INSURED, paragraph F. of this Policy subject to all the terms and conditions of that paragraph. With respect to the persons or organizations shown in the Schedule above, this Policy shall be primary and non-contributory with any other valid and collectible insurance available to such persons or organizations. All other terms and conditions of this Policy remain unchanged. ASPER219 0313 Page 1 of 1