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HomeMy WebLinkAboutCAG2019-444 - Original - Holocene Drilling, Inc. - Upper Mill Creek Dam Improvements & Diversion Structure Replacement - 10/16/2019 Agreement Routing Form KEN T For Approvals, Signatures and Records Management W A S N I N G T O N This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Originator: Nancy for Steve Lincoln Department. Public Works Date Sent: 10/16/19 Date Required: 10/18/19 Authorized Director or Designee Date of 0 N/A to Sign: Council Ra Mayor Approval: Budget D20021 Grant? ❑ Yes ❑✓ No Account Number: Type: N/A Vendor 9 o Name: Holocene Drilling, Inc. Cate 0: Contract c Vendor 409718 g y o Number: Sub-Category o Project E Name: Upper Mill Creek Dam Improvements and Diversion Structure Replaceme 0 c Project I,. Details: Decommission two wells. ar Agreement Basis for 0 Amount: $3,583.80 Selection of Contractor: a Start Date: 10/16/19 Termination Date: 12/31/19 Notice required prior to Yes No Contract Number: c�,PTOI F- disclosure? Date Received by City Attorney: Comments: 0s c .M 0 0 N L d+ f0 Date Routed to the Mayor's Office: vt d Date Routed to the City Clerk's Office: 'a a� Date Sent to Originator: Visit Documents.KentWA.gov to obtain copies of all agreements adccW22373_6_19 KENT W A s H-T o H GOODS & SERVICES AGREEMENT between the City of Kent and Holocene Drilling, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Holocene Drilling, Inc. organized under the laws of the State of Washington, located and doing business at 11412 62"d Ave. E., Puyallup, WA 98373, Phone: (253) 848-6500, Contact: Jim Pender (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 decommission two wells located near the intersection of 26626 104th Ave., Kent, WA 98030 for the Upper Mill Creek Dam Improvements and Diversion Structure Replacement Project. For a description, see the Vendor's Scope of Work 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 Three Thousand, Five Hundred Eight Three Dollars and Eighty Cents ($3,583.80), 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: Vendor shall be paid after execution of agreement and submittal of invoice. 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. GOODS & SERVICES AGREEMENT - 1 ($20,000 or Less, incl. WSST) 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 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 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 GOODS & SERVICES AGREEMENT - 2 ($20,000 or Less, including WSST) 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. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. 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 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. 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 Dui 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. D. Failure to Protest Constitutes Waiver. 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 Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the GOODS & SERVICES AGREEMENT - 3 ($20,000 or Less, including WSST) 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 62A, 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 INSURANCE, 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 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. GOODS & SERVICES AGREEMENT - 4 ($20,000 or Less, including WSST) 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. Recyclable 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. Non-Waiver of 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 Governing 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; provided, 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. H. Compliance 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. GOODS & SERVICES AGREEMENT - 5 ($20,000 or Less, including WSST) I I 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. J. City Business 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. Counterparts and Signatures by Fax or 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. VENDOR: CITY OF KENT: By: By:/1 g atur (signature) Print N me: QAkC1 Print Name: Michael Mactutus, P.E. tasIts: ��aa,f� � Its: Environmental Engineering Manager (tiDATE: b(f lu l ! DATE; Lle l4� i NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Jim Pender Timothy J. LaPorte, P.E. Holocene Drilling, Inc. City of Kent 11412 62"d Ave. E. 220 Fourth Avenue South Puyallup, WA 98373 Kent, WA 98032 (253) 848-6500 (telephone) (253) 856-5500 (telephone) (253) 848-6515 (facsimile) (253) 856-6500 (facsimile) ATTEST Kent City Clerk j - i Holocene Drilling-Upper MITI creek Dam/Lincoln i I I GOODS & SERVICES AGREEMENT- 6 ($20,000 or Less, including WSST) i i i DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY I i 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 the five requirements referenced above. By: For: Title: V iu— VYR.Sment Date: (�eo10¢,r 11Q��19 i 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. I, the undersigned, a duly represented agent of 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 (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: Date: EEO COMPLIANCE DOCUMENTS - 3 of 3 f EXHIBIT A `. Holocene Drilling,Inc. Z 11412 62nd Ave E. Estimate 10-"l Puyallup,WA 98373 F Phone# 253.848.6500 Fax# 253.848.6515 Date: 10t7I2019 jpender@holocenedrillinginc.com Estimate# 28750 Jim Pender Project: City of Kent Well Decomms r City of Kent Office: Dept.of Public Works I--1 Attn:Steve Lincoln Cell: O L O C E n E slincoln@kent.wa.gov � vanripersresort@gmail.com D R 1 L L 1 n G Z p Certified Small Business(SCS)#2036 E-+ Washington HOLOCD1044KH Oregon 214366 U Scope I Description Qty Rate Total Decommission(2)wells located near intersection of 26626104th Ave,Kent,98030. One to be overdrilled due to damage,one chip in place. Pull monuments and dispose of debris. Cuttings from overdrill to be drummed and left on site. ZMobilization/Demobilization(D50 Track rig) 1 650.00 650.00T Well Decommission,OVERDRILL&BACKFILL W/GROUT,Each 1 1,950.00 1,950.00T O Drums Soil Removal Per Each 2 110.00 220.00T U Well Decommission(remove monument,chip in place),each 1 350.00 350.00T » DOE Fees-Decommission Wells,each 2 65.00 130.00T Z W �r 0 z w w z U This estimate is based on information provided,and assumes the work does not require any Prevailing, Subtotal $3,300.00 Davis-Bacon,Union,or other non-standard wage considerations unless specified. Payment for the work will be made within 30 days of receipt of invoice.Holocene requires client provide utility locating and marking services Sales Tax(8.6%) $283,80 oand the public locate ticket number. We will not be responsible for damage to underground improvements not Total wClearly and accurately marked. Client is responsible for obtaining any site-specific permits(excluding D.O.E. $3,583.80 Notices of Intent),and obtaining site access for the drill rig and support truck as specified in the scope with no overhead wires within 10'of the holes. www.holocenedrillinginc.com Hollow Stem Auger • Sonic • Mud Rotary Probe * Wireline Coring EXHIBIT B INSURANCE REQUIREMENTS FOR CONSTRUCTION AND 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. Commercial 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 11 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 laws 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 General 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 Cont. 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 ANII. 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. Client#:95159 HOLODRIL ACORD, CERTIFICATE OF LIABILITY INSURANCE FTE/16/DD/YYYV) 16/2019 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(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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME; Casondra Mossuto Propel Insurance PHONE 800 499-0933 F'X 86 A/C,No,Ext: No: 6 577-1326 Tacoma Commercial Insurance ADD E-MAIL casondra.mossuto@propelinsurance.com 1201 Pacific Ave,Suite 1000 INSURERS)AFFORDING COVERAGE NAIC# Tacoma,WA 98402 INSURER A:AXIS Specialty Insurance Co 15610 INSURED INSURER B:AXIS Surplus Insurance Company 26620 Holocene Drilling Inc. Great American Insurance Company INSURER C: p y 16691 Puyallup, 62nd Avenue East Alaska National Insurance Company Puyallup,WA 98373 INSURER D: p y 38733 INSURER E: Nationwide Mutual Insurance Company 23787 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY X X SP004007012019 5/06/2019 05/06/2020 EACH OCCURRENCE s5,000,000 CLAIMS-MADE OCCUR PREMISESOEa occTur ence $50 000 X BI/PD Ded:5,000 MED EXP(Any one person) $5 000 PERSONAL&ADV INJURY $5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 PRO- POLICY 7 ECT LOC PRODUCTS-COMP/OPAGG $5,000,000 OTHER: $ E AUTOMOBILE LIABILITY X X ACP3037618289 5/06/2019 05/06/202 Ea MBINED LIMIT 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED X AUTOS ONLY X PROPERTY DAMAGE AUTOS ONLY Per accident $ B UMBRELLA LIAB X OCCUR X X SX004008012019 5/06/2019 05/06/2020 EACH OCCURRENCE s5,000,000 X EXCESS LIAR CLAIMS-MADE AGGREGATE s5,000,000 DED RETENTION$ $ C WORKERS COMPENSATION OMH3484361 6/16/2019 06/16/202 X PER AND EMPLOYERS'LIABILITY OTH- ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N Maritime EL E.L.EACH ACCIDENT $1 OOO OOO OFFICER/MEMBER EXCLUDED? � N I A D (Mandatory in NH) 18FWU09083 6/14/2019 06/1412020 E.L.DISEASE-EA EMPLOYEE $1 OOO OQO If yes,describe under U S L&I" DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Pollution & SP004007012019 5/06/2019 05/06/2020 $5,000,000 Occ.$5K Ded Professional $5,000,000 Occ.$5K Ded $5 000 000 A re ate DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Upper Mill Creek Dam Improvements and Diversion Structure Replacement Project/City of Kent. Additional Insured Status applies per attached form(s). CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 4th Avenue South ACCORDANCE WITH THE POLICY PROVISIONS. Kent,WA 98032 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S3867237/M3712461 KTR00 This page has been left blank intentionally. Endorsement No. 4 Effective Date: 05/06/2019@12:01 a.m.Standard Time at the address of the Named Insured Policy Number: SP004007-01-2019 Insured Name: Holocene Drilling,Inc. Issuing Company:AXIS Surplus Insurance Company Additional (Return) Premium: If the Endorsement Effective Date is blank,then the effective date of this Endorsement is the Inception Date of the Policy. ADDITIONAL INSURED/PRIMARY COVERAGE INCLUDING COMPLETED OPERATIONS (CGL& CONTRACTORS POLLUTION COVERAGE) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies the Specialty Package Policy. In consideration of the premium charged, it is agreed that: SECTION III—WHO 15 AN INSURED is amended to include as an Additional Insured the person or organization shown in the schedule below as respects Coverages A, B and D, but only for liability arising out of Your Work or Covered Operations performed by you or on your behalf for that Additional Insured and not due to any actual or alleged independent liability of said Additional Insured. This endorsement does not apply to Bodily Injury. Property Damage or Loss arising out of the sole negligence or willful conduct of,or for defects in design furnished by the Additional Insured. As respects the coverage afforded the Additional Insured, this insurance is primary and non-contributory where a written contract or written agreement in effect prior to any related Claim requires you to provide such coverage. When this insurance is primary and non-contributory,our obligations are not affected by any other insurance carried directly by such additional insured whether it is primary or excess coverage. However, regardless of the provisions above: We will not extend any insurance coverage to the additional Insured person or organization: (1) That is not provided to you in this Policy; or (2) That is broader coverage than you are required to provide to the additional Insured person or organization in the written contract or written agreement. This endorsement does not increase the Company's Limits of Insurance as specified in the Declarations of the Policy. SCHEDULE OF ADDITIONAL INSUREDS As required by written contract in effect prior to any related Claim SPP 0024(Ed.06 12) Page 1 of 1 Endorsement No. 9 Effective Date: 05/06/2019 @12:01 a.m.Standard Time at the address of the Named Insured Policy Number:SP004007-01-2019 Insured Name: Holocene Drilling, Inc. Issuing Company:AXIS Surplus Insurance Company Additional (Return) Premium: If the Endorsement Effective Date is blank, then the effective date of this Endorsement is the Inception Date of the Policy. PRIMARY AND NONCONTRIBUTORY OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: SPECIALTY PACKAGE POLICY The following is added to SECTION VI, COMMON CONDITIONS, Paragraph 9, Other Insurance. It supersedes any provision to the contrary: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your Policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Includes copyrighted material of Insurance Services Office, Inc with its permission CG 20 01 04 13 SPP 200104(04 14) Page 1 of 1 Endorsement No. 10 Effective Date: 05/06/2019@12:01 a.m.Standard Time at the address of the Named Insured Policy Number: SP004007-01-2019 Insured Name: Holocene Drilling, Inc. Issuing Company:AXIS Surplus Insurance Company Additional (Return) Premium:$0 If the Endorsement Effective Date is blank,then the effective date of this Endorsement is the Inception Date of the Policy. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: SPECIALTY PACKAGE POLICY SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations As required by written contact in effect prior to any related As required by written contact in effect prior to any Claim related Claim Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section III — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for Bodily Injury, Property This insurance does not apply to Bodily Injury or Damage or Personal And Advertising Injury Property Damage occurring after: caused, in whole or in part, by: 1. Your acts or omissions; or 1. All work, including materials, parts or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of Your Work out of which the 1. The insurance afforded to such additional injury or damage arises has been put to its intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Includes copyrighted material of Insurance Services Office, Inc with its permission CG20100413 SPP 2010 13 (02 14) Page 1 of 2 C. With respect to the insurance afforded to these whichever is less. additional insureds, the following is added to This endorsement shall not increase the Section IV—Limits Of Insurance: applicable Limits of Insurance shown in the If coverage provided to the additional insured is Declarations. required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; Includes copyrighted material of Insurance Services Office, Inc with its permission CG 20 10 04 13 SPP 201013(02 14) Page 2 of 2 Endorsement No. 11 Effective Date: 05/06/2019 @12:01 a.m.Standard Time at the address of the Named Insured Policy Number:SP004007-01-2019 Insured Name: Holocene Drilling, Inc. Issuing Company:AXIS Surplus Insurance Company Additional (Return) Premium: If the Endorsement Effective Date is blank,then the effective date of this Endorsement is the Inception Date of the Policy. ADDITIONAL INSURED - STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: SPECIALTY PACKAGE POLICY SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: As required by written contact in effect prior to any related Claim Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section III — Who Is An Insured is amended to 2. This insurance does not apply to: include as an additional insured any state or a. Bodily Injury, Property Damage or governmental agency or subdivision or political Personal and Advertising Injury arising subdivision shown in the Schedule, subject to the out of operations performed for the federal following provisions: government, state or municipality; or 1. This insurance applies only with respect to b. Bodily Injury or Property Damage operations performed by you or on your behalf included within the Products-Completed for which the state or governmental agency or Operations Hazard. subdivision or political subdivision has issued a permit or authorization. B. With respect to the insurance afforded to these However: additional insureds, the following is added to Section IV—Limits Of Insurance: a. The insurance afforded to such additional If coverage provided to the additional insured is insured only applies to the extent permitted required by a contract or agreement, the most we by law; and will pay on behalf of the additional insured is the b. If coverage provided to the additional amount of insurance: insured is required by a contract or 1. Required by the contract or agreement; or agreement, the insurance afforded to such additional insured will not be broader than 2. Available under the applicable Limits of that which you are required by the contract Insurance shown in the Declarations; or agreement to provide for such additional whichever is less. insured. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Includes copyrighted material of Insurance Services Office, Inc with its permission CG20120413 SPP 2012 13(04 14) Page 1 of 1 Endorsement No. 12 Effective Date: 05/06/2019@12:01 a.m. Standard Time at the address of the Named Insured Policy Number: SP004007-01-2019 Insured Name: Holocene Drilling, Inc. Issuing Company: AXIS Surplus Insurance Company Additional (Return) Premium: If the Endorsement Effective Date is blank,then the effective date of this Endorsement is the Inception Date of the Policy. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: SPECIALTY PACKAGE POLICY SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations As required by written contact in effect prior to As reauired by written contact in effect prior any related Claim to any related Claim Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section III —Who Is An Insured is amended B. With respect to the insurance afforded to to include as an additional insured the these additional insureds, the following is person(s) or organization(s) shown in the added to Section IV— Limits Of Insurance: Schedule, but only with respect to liability for If coverage provided to the additional insured Bodily Injury or Property Damage caused, is required by a contract or agreement, the in whole or in part, by Your Work at the most we will pay on behalf of the additional location designated and described in the insured is the amount of insurance. Schedule of this endorsement performed for that additional insured and included in the 1. Required by the contract or agreement; or Products-Completed Operations Hazard. 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent This endorsement shall not increase the permitted by law; and applicable Limits of Insurance shown in the 2. If coverage provided to the additional Declarations. insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Includes copyrighted material of Insurance Services Office, Inc with its permission CG 20 37 04 13 SPP 2037 13(06 12) Page 1 of 1 COMMERCIAL AUTO AC 70 05 03 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO PROTECTION - GOLD This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SUMMARY OF COVERAGES A. Effect of This Endorsement B. Newly Acquired or Formed Entities C. Employees as Insureds— Nonowned Autos D. Additional Insured by Contract, Permit or Agreement E. Supplementary Payments—Bail Bonds F. Supplementary Payments— Loss of Earnings G. Personal Effects and Property of Others Extension H. Prejudgment Interest Coverage I. Fellow Employee—Officer, Managers and Supervisors J. Hired Auto Physical Damage K. Temporary Substitute Autos—Physical Damage Coverage L. Expanded Towing Coverage M. Auto Loan or Lease Coverage N. Original Equipment Manufacturer Parts— Leased Private Passenger Types O. Deductible Amendments P. Rental Reimbursement Coverage Q. Expanded Transportation Expense R. Extra Expense—Stolen Autos S. Physical Damage Limit of Insurance T. New Vehicle Replacement Cost U. Physical Damage Coverage Extension V. Transfer of Rights of Recovery Against Others To Us W. Section IV— Business Auto Conditions— Notice of and Knowledge of Occurrence X. Hired Car Coverage Territory Y. Emergency Lock Out Z. Cancellation Condition AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 7 with its permission COMMERCIAL AUTO AC 70 05 03 16 A. EFFECT OF THIS ENDORSEMENT If specifically required by the written contract or Coverage provided under this policy is modified agreement referenced in the paragraph above, by the provisions of this endorsement. If there any coverage provided by this endorsement to is any conflict between the provisions of this an additional insured shall be primary and endorsement and the provision(s) of any state- any other valid and collectible insurance avail- specific endorsement also attached to this poli- able to the additional insured shall be non- cy, then the provision(s) of the state-specific contributory with this insurance. If the written endorsement shall apply instead of the provi- contract does not require this coverage to be sions of this endorsement that are in conflict, primary and the additional insured's coverage to but only to the extent of the conflict, and only to be non-contributory, then this insurance will be the extent necessary to bring such provisions excess over any other valid and collectible insur- into conformance with the state requirement(s) ance available to the additional insured. contained in the provision(s)of the state-specific endorsement. E. SUPPLEMENTARY PAYMENTS — BAIL B. NEWLY ACQUIRED OR FORMED ENTITIES BONDS The Named Insured shown in the Declarations is Supplementary Payments of SECTION II — amended to include any organization you newly COVERED AUTOS LIABILITY COVERAGE is acquire or form, other than a partnership, joint revised as follows: venture, or limited liability company, and over (2) Up to $2,500 for cost of bail bonds (including which you maintain ownership or majority (more bonds for related traffic law violations) than 50%) interest; if there is no other similar in- required because of an "accident" we cover. surance available to that organization. Coverage We do not have to furnish these bonds. under this provision is afforded until the 180th F. SUPPLEMENTARY PAYMENTS — LOSS OF day after you acquire or form the organization or EARNINGS the end of the policy period, whichever is later. C. EMPLOYEES AS INSUREDS — NONOWNED Supplementary Payments of the SECTION II — AUTOS COVERED AUTOS LIABILITY COVERAGE is revised as follows: The following is added to paragraph A.I. Who Is (4) All reasonable expenses incurred by the "in- An Insured of SECTION II — COVERED AUTOS sured" at our request, including actual loss LIABILITY COVERAGE: of earnings up to $500 a day because of d. Any "employee" of yours is an "insured" time off from work. while using a covered "auto" you don't own, G. PERSONAL EFFECTS AND PROPERTY OF hire or borrow in your business or your per- OTHERS EXTENSION sonal affairs. 1. The. Care, Custody or Control Exclusion of D. ADDITIONAL INSURED BY CONTRACT, SECTION II — COVERED AUTOS PERMIT OR AGREEMENT LIABILITY COVERAGE, does not apply to The following is added to A.1. Who Is An In- "property damage" to property, other than sured of SECTION II — COVERED AUTOS your property, up to an amount not exceed- LIABILITY COVERAGE: ing $250 in any one "accident". Coverage Any person or organization that you are re- is excess over any other valid and collectible quired to name as an additional insured in a insurance. written contract or agreement that is executed 2. The following paragraph is added to A.4. or signed by you prior to a "bodily injury' or Coverage Extensions of SECTION III — "property damage" occurrence is an "insured" PHYSICAL DAMAGE COVERAGE: for Covered Auto Liability coverage. How- c. We will pay up to $500 for your property ever, with respect to covered "autos", such that is lost or damaged as a result of a person or organization is an insured only to covered "loss", without applying a de- the extent that person or organization qualifies as an "insured" under A.I. Who is an Insured of ductible. Coverage is excess over any SECTION II — COVERED AUTOS LIABILITY other valid and collectible insurance. COVERAGE: Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc. AC 70 05 03 16 with its permission COMMERCIAL AUTO AC 70 05 03 16 H. PREJUDGMENT INTEREST COVERAGE substitute for a covered "auto" you own that The following paragraph is added to SECTION II is out of service because of its: — COVERED AUTOS LIABILITY COVERAGE, a. Breakdown; 2. Coverage Extensions, a. Supplementary b. Repair; Payments: C. Servicing; (7) Prejudgment interest awarded against the d. "Loss"; or "insured" on that part of the judgment we pay. If we make an offer to pay the appli- e. Destruction cable limit of insurance, we will not pay The coverage that applies is the same as any prejudgment interest based on that the coverage provided for the vehicle being period of time after the offer. replaced. I. FELLOW EMPLOYEE — OFFICERS, MANAGERS, AND SUPERVISORS L. EXPANDED TOWING COVERAGE The Fellow Employee Exclusion in SECTION II 1. We will pay up to: — COVERED AUTOS LIABILITY COVERAGE is replaced as follows; a. $100 for a covered "auto" you own of A. "Bodily injury" to any fellow "employee" of the private passenger type, or the "insured" arising out of and in the course b. $500 for a covered "auto" you own that of the fellow "employee's" employment or is not of the private passenger type, while performing duties related to the con- for towing and labor costs incurred each duct of your business. This exclusion does time the covered "auto" is disabled. Howev- not apply to an "insured" who occupies a er, the labor must be performed at the place position as an officer, manager, or supervi- of disablement. sor. 2. This coverage applies only for an "auto" J. HIRED AUTO PHYSICAL DAMAGE covered on this policy for Comprehensive or If covered "auto" designation symbols 1 or 8 ap- Specified Causes of Loss Coverage and ply to Liability Coverage and if at least one "au- Collision Coverages. to" you own is covered by this policy for Com- 3. Payment applies in addition to the otherwise prehensive, Specified Causes of Loss, or Colli- applicable amount of each coverage you sion coverages, then the Physical Damage have on a covered "auto". coverages provided are extended to "autos" you M. AUTO LOAN OR LEASE COVERAGE lease, hire, rent or borrow without a driver; and 1. In the event of a total "loss" to a covered provisions in the Business Auto Coverage Form "auto", we will pay any unpaid amount due applicable to Hired Auto Physical Damage apply on the loan or lease, including up to a max- up to a limit of $100,000. The deductible will be imum of $500 for early termination fees or equal to the largest deductible applicable to any penalties, for your covered "auto" less: owned "auto" for that coverage. Any Compre- hensive deductible does not apply to fire or a. The amount paid under SECTION III — lightning. PHYSICAL DAMAGE COVERAGE of K. TEMPORARY SUBSTITUTE AUTOS — this policy; and PHYSICAL DAMAGE COVERAGE b. Any: The following is added to paragraph C. Certain 1) Overdue lease/loan payments at the Trailers, Mobile Equipment And Temporary time of the "loss"; Substitute Autos of SECTION I - COVERED 2) Financial penalties imposed under a AUTOS: lease for excessive use, abnormal If Physical Damage Coverage is provided by wear and tear or high mileage; this Coverage Form, the following types of 3) Security deposits not refunded by a vehicles are also covered "autos" for Physi- lessor; cal Damage Coverage: 4) Costs of extended warranties, Credit Any "auto" you do not own while used with Life insurance, Health, Accident, or the permission of its owner as a temporary Disability insurance purchased with the lease; and AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 7 with its permission COMMERCIAL AUTO AC 70 05 03 16 5) Carry-over balances from previous No deductible applies to glass if the glass is re- leases. paired, in a manner acceptable to us, rather than 2. This coverage only applies to a "loss" which replaced. is also covered under this policy for Com- P. RENTAL REIMBURSEMENT COVERAGE prehensive, Specified Causes of Loss, or 1. This coverage applies only to a covered "au- Collision coverage. to" for which Physical Damage Coverage is 3. Coverage does not apply to any unpaid provided on this policy. amount due on a loan for which the covered 2. We will pay for rental reimbursement ex- "auto" is not the sole collateral. penses incurred by you for the rental of an N. ORIGINAL EQUIPMENT MANUFACTURER "auto" because of"loss" to a covered "auto". PARTS — LEASED PRIVATE PASSENGER Payment applies in addition to the otherwise TYPES applicable amount of each coverage you Under Paragraph C. Limit of Insurance of have on a covered "auto." No deductibles SECTION III — PHYSICAL DAMAGE apply to this coverage. COVERAGE, Section 4 is added as follows: 3. We will pay only for those expenses incurred 4. We will use new original equipment vehicle during the policy period beginning 24 hours manufacturer parts for any private passen- after the "loss" and ending, regardless of the ger type covered "auto" where required by policy's expiration, with the lesser of the the lease agreement which has a term of at following number of days: least six months. If a new original equip- a. The number of days reasonably ment vehicle manufacturer part is not in pro- required to repair or replace the covered duction or distribution we may use a like, "auto". If "loss" is caused by theft, this kind and quality replacement part. number of days is added to the number O. DEDUCTIBLE AMENDMENTS of days it takes to locate the covered The following are added to the Deductible provi- "auto" and return it to you. sion of SECTION III — PHYSICAL DAMAGE b. The number of days shown in the COVERAGE: Schedule. If another policy or coverage form that is not an 4. Our payment is limited to the lesser of the automobile policy or coverage form issued by following amounts: this company applies to the same "accident", the a. Necessary and actual expenses following applies: incurred. 1. If the deductible under this coverage is the b. $75 for any one day or for a maximum smaller (or smallest) deductible, it will be of 30 days. waived: 5. This coverage does not apply while there 2. If the deductible under this coverage is not are spare or reserve "autos" available to you the smaller (or smallest) deductible, it will be for your operations. reduced by the amount of the smaller (or 6. If "loss" results from the total theft of a cov- smallest)deductible. ered "auto" of the private passenger type, If a Comprehensive or Specified Causes of Loss we will pay under this coverage only that Coverage "loss" from one "accident" involves amount of your rental reimbursement ex- two or more covered "autos", only the highest penses which is not already provided for un- deductible applicable to those coverages will be der SECTION III — PHYSICAL DAMAGE applied to the "accident," if the cause of the loss COVERAGE Coverage Extension. is covered for those vehicles. This provision only Q. EXPANDED TRANSPORTATION EXPENSE applies if you carry Comprehensive or Specified Paragraph AA.a. of SECTION III — PHYSICAL Causes of Loss Coverage for those vehicles, DAMAGE COVERAGE is replaced by the follow- and does not extend coverage to any covered "autos" for which you do not carry such ing: coverage. We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense in- curred by you because of the total theft of a Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc AC 70 05 03 16 with its permission. COMMERCIAL AUTO AC 70 05 03 16 covered "auto" of the private passenger type. ment manufacturer or other sources in- We will only pay for those covered "autos" for cluding non-original equipment manu- which you carry Comprehensive or Specified facturers and Causes of Loss Coverage. We will pay for tem- b. If a repair or replacement results in bet- porary transportation expenses incurred during ter than like kind or quality, we will not the period beginning 24 hours after the theft and pay for the amount of the net improve- ending, regardless of the policy's expiration, ment. when the covered "auto" is returned to use or we 5. If we offer to pay the actual cash value of pay for its"loss". the damaged or stolen property, we will R. EXTRA EXPENSE—STOLEN AUTOS value auto advertising wraps, paint customi- The following paragraph is added to Coverage zation, and similar business related advertis- Extensions of SECTION III — PHYSICAL ing modifications, in addition to the actual DAMAGE COVERAGE: cash value of the property. Auto advertising c. We will pay for up to $5,000 for the expense wraps, paint customization, and similar of returning a stolen covered "auto" to you. business related advertising modifications We will pay only for those covered "autos" will be valued at the cost to replace them for which you carry Comprehensive or Spec- with an adjustment made for depreciation ified Causes of Loss Coverage and physical condition. S. PHYSICAL DAMAGE LIMIT OF INSURANCE T. NEW VEHICLE REPLACEMENT COST Under SECTION III — PHYSICAL DAMAGE The following is added to the Limit of Insurance COVERAGE, Paragraph C., Limit of Insurance provision of SECTION III — PHYSICAL is replaced by the following: DAMAGE COVERAGE: C. Limit Of Insurance 5. The provisions of paragraphs 1. and 3. do 1. The most we will pay for "loss" in any one not apply to a covered "auto" of the private "accident" is the lesser of: passenger type or a vehicle with a gross vehicle weight rating of 20,000 pounds or a. The actual cash value of the damaged less which is a "new vehicle." or stolen property as of the time of the In the event of a total "loss" to your new ve- "loss", or hicle to which this coverage applies, we will b. The cost of repairing or replacing the pay at your option: damaged or stolen property. a. The verifiable "new vehicle" purchase 2. $1500 is the most we will pay for "loss" in price you paid for your damaged vehi- any one "accident" to all electronic equip- cle, not including any insurance or war- ment that reproduces, receives or transmits ranties purchased; audio, visual or data signals which, at the time of"loss", is: b. If it is available, the purchase price, as a. Permanently installed in or upon the negotiated by us, of a "new vehicle" ofthe same make, model, and equipment covered "auto" in a housing, opening or or the most similar model available, not other location that is not normally used including any furnishings, parts, or st the "auto" manufacturer for the in- equipment not installed by the manufac- turer or manufacturers' dealership; or . b. Removable from a permanently installed c. The market value of your damaged ve- housing unit as described in Paragraph hicle, not including any furnishings, 2.a. above or is an integral part of that parts, or equipment not installed by the equipment; or manufacturer or manufacturer's dealer- c. An integral part of such equipment. ship. 3. An adjustment for depreciation and physical We will not pay for initiation or set up costs condition will be made in determining actual associated with loans or leases cash value in the event of a total "loss". As used in this endorsement, a "new 4. The cost of repairing or replacing may: vehicle" means an "auto" of which you are a. Be based on an estimate which includes the original owner that has not been previ- parts furnished by the original equip- AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 7 with its permission COMMERCIAL AUTO AC 70 05 03 16 ously titled and which you purchased less a. Your obligation in the Duties in the Event than 365 days before the date of the"loss". of Accident, Claim, Suit or Loss Condi- tion relative to notification requirements U. PHYSICAL DAMAGE COVERAGE applies only when the "accident" or EXTENSIONS "loss"is known to: Under SECTION III — PHYSICAL DAMAGE (1) You, if you are an individual; COVERAGE, A. Coverage, Coverage Exten- (2) A partner, if you are a partnership; sions, b. Loss of Use Expenses is replaced by (3) A member, if you are a limited liability the following: company; or b. Loss of Use Expenses (4) An executive officer or insurance For Hired Auto Physical Damage, we will manager, if you are a corporation. pay expenses for which an "insured" be- b. Your obligation in the. Duties in the Event comes legally responsible to pay for loss of of Accident, Claim, Suit or Loss Condition use of a vehicle rented or hired without a relative to providing us with documents driver, under a written rental contract or concerning a claim or "suit" will not be agreement. We will pay for loss of use ex- considered breached unless the breach penses if caused by: occurs after such claim or "suit" is known (1) Other than collision if the Declarations to: indicate that Comprehensive Coverage (1) You, if you are an individual; is provided for any covered "auto"; (2) A partner, if you are a partnership; (2) Specified Causes of Loss only if the (3) A member, if you are a limited Declarations indicate that Specified liability company; or Causes of Loss Coverage is provided for any covered "auto"; or (4) An executive officer or insurance manager, if you are a corporation. (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto." X. HIRED CAR—COVERAGE TERRITORY However, the most we will pay for any Item (5) of the Policy Period, Coverage Territory expenses for loss of use is $50 per day, to a General Conditions is replaced by the following: maximum of$1,500. The insurance provided (5) Anywhere in the world if a covered "auto" is by this provision is excess over any other leased, hired, rented or borrowed without a collectible insurance. driver for a period of 30 days or less;and V. TRANSFER OF RIGHTS OF RECOVERY Y. EMERGENCY LOCKOUT AGAINST OTHERS TO US We will reimburse you up to $100 for reasonable The following is added to the Transfer Of Rights expense incurred for the services of a locksmith Of Recovery Against Others To Us Condition: to gain entry into your covered "auto" subject to We waive any right of recovery we may these provisions: have against any person or organization to 1. Your door key, electronic key or key entry the extent required of you by a written con- pad has been lost, stolen or locked in your tract executed prior to any "accident" be- covered "auto" and you are unable to enter cause of payments we make for damages such "auto" , or under this coverage form. 2. Your keyless entry device battery dies and W. NOTICE OF AND KNOWLEDGE OF you are unable to enter such "auto" as a re- OCCURRENCE sult, SECTION IV— BUSINESS AUTO 3. Your key, electronic key or key entry pad CONDITIONS, Paragraph A is amended as has been lost or stolen and you have follows: changed the lock to prevent an unauthorized 6. NOTICE OF AND KNOWLEDGE OF entry; and OCCURRENCE Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc AC 70 05 03 16 with its permission. COMMERCIAL AUTO AC 70 05 03 16 4. Original copies of receipts for services of a If we cancel for any reason other than non- locksmith must be provided before reim- payment of premium, we will mail or deliver bursement is payable. to the First Named Insured written notice of Z. CANCELLATION CONDITION cancellation at least 60 days before the ef- fective date of cancellation. This provision Paragraph A.2. of the COMMON POLICY does not apply in those states that require CONDITION — CANCELLATION applies more than 60 days prior notice of cancella- except as follows: tion. AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission This page has been left blank intentionally.