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CAG2020-279 - Original - Utility Services Associates, LLC - Water System Leak Detection Survey - 08/31/2020
ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: o Director or Designee o Mayor Date of Council Approval: Budget Account Number: Budget? o Yes o No Grant? o Yes o No Type:Review/Signatures/RoutingDate Received by City Attorney:Comments: Date Routed to the Mayor’s Office: Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? o Yes o No* *If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? o Yes o No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 GOODS & SERVICES AGREEMENT - 1 ($20,000 or Less, incl. WSST) GOODS & SERVICES AGREEMENTs between the City of Kent and Utility Services Associates, LLC THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Utility Services Associates, LLC organized under the laws of the State of Washington, located and doing business at 916 W. Center Street, Kalispell, MT 59901, Phone: (877) 585- 5325, Contact: Ca yd Mathiasen (hereinafter the "Vendo r"). AGREEMENT I. DESCRIPTION OF WORK. The Vendor shall provide the following goods and materials and/or perform the following services for the City: The Vendor shall conduct a Water System Leak Detection Survey. For a description, see the Vendor's Scope of Work which is attached as Exhibit A and incorporated by this reference. The 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, the Vendor shall complete the work and provide all goods, materials, and services by December 31, 2020. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed T hirteen Thousand, Seven Hundre d Forty Nine Dollars and Eighty Four Cents ($13,749.84), 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 leak detection survey has been conducted, and submittal of invoice. Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment GOODS & SERVICES AGREEMENT - 2 ($20,000 or Less, including WSST) by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. If the City objects to all or any portion of an invoice, it shall notify the 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 reserve s its right to withhold payment from the Vendor for any defective or unauthorized goods, materials or services. If the Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from othe r sources, and the 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 the 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 the 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 agencie s, 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 the 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 a n amendment is necessary, the Vendor must submit a written amendment request GOODS & SERVICES AGREEMENT - 3 ($20,000 or Less, including WSST) to the person listed in the notice provision section of this Agreement, Section XV(D), within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increase s 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 a n 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 VI II, Claims, below. The Vendor accepts all requirements of a n amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. A n amendment that is accepted by the Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirec t and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. FORCE MAJEURE . Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of Go d, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government (“force majeure event”). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID -19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or d elayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shal l be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force ma jeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, cha nge, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. VIII. CLAIMS. If the Vendor disagrees with anything required by a n 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 c laims 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 fir st. Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall GOODS & SERVICES AGREEMENT - 4 ($20,000 or Less, including WSST) be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with t he 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 SH ALL 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 pro gress 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 Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and service s 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 City any written or oral order (including directions, instructions, interpretations, and determination). IX. 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. X. WARRANTY. The 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 subjec t to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. The 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 the Vendor’s representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when the Vendor knows or should have known of the defect, or (2) upon the 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, GOODS & SERVICES AGREEMENT - 5 ($20,000 or Less, including WSST) the warranty for that port ion 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. XI. 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. The Vendor shall execute the attached City o f 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. XII. INDEMNIFICATION. The Vendor shall defend, indemnify and hold the C ity, 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 the 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 the 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 ref usal on the Vendor’s part, then the 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. XIII. 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. XIV. WORK PERFORMED AT VENDOR'S RISK. The 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 the Vendor's own risk, and the 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. XV. 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 GOODS & SERVICES AGREEMENT - 6 ($20,000 or Less, including WSST) 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 X II of this Agreement. D. Written Notice . All communications regarding this A greement 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 c ertified 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 w ritten 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 the 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 A greement, 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 the 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 ar e 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 count erparts, 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 ha ve the same force and effect as if the Agreement bearing the original signature was received in person. VENDOR: (signature) Pfint Na fne : Cory Simonson Its President (t¡tle) DATE: 8t25t2020 CITY OF KENT: By Print Nane Tirnothy J. LaPofte, P.E Public Works DirectorIts: DATE 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, Utility Services - Water Sy$em Leak Detection UJohnson GOODS & SERVICES AGREEMENT - 7 ($20,000 or Less, including WSST) NOTICES TO BE SENT TO: VENDOR Cayd Mathiasen Utility Services Associates, LLC 916 W. Center St. Kalispell, MT 59901 (877) 585-5325 (telephone) (206) 429-3441 (facsimile) NOTICES TO BE SENT TO: CITY OF KENT: Timothy J. LaPote, P.E. City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-5500 (telephone) (253) 856-6500 (facsimile) ATTEST: Kent City Clerk EEO COMPLIANCE DOCUMENTS - 1 of 3 DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY 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: _______________________________________ Date:_______________________________________ 8/25/2020 President Utility Services Associates, LLC EEO COMPLIANCE DOCUMENTS - 2 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 w ith 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 - 3 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:_______________________________________ UTITIWSERUICESAS$0CtATtS,t}{ Jti0rti$i' & iulr"tr';rrtJune 9, 2020City of KentAttn: Nate Estrada5821 S. 240th St.Kent, WA 98032Dear Mr. EstradaWe would like to thank you for this opportunity to submit this proposal for your consideration of aWater System Proactive Maintenance Leak Detection Program for the City of Kent, WA.We advocate furnishing a comprehensive leak survey of the area you designated. This willmaximize our ability to find even smaller leaks.The focus of this proactive maintenance program will be to survey in areas where leak detectionwill be the most effected. These areas include: 1) The oldest areas in the system. 2) Areas witha history of leaks repairs. 3) Areas where porous soil conditions inhibits leaks from surfacing.We specialize in Leak Detection. We are not affiliated with any one manufacturer. Therefore, wecan use whatever equipment and procedures meet your special needs. We constantly upgradeto the latest technology and methods to provide the most cost-effective service available. Afterreviewing information you provided, we are confident we can identify areas of water, lost throughleakage, in the distribution system.Our experienced Leak Consultants provide the highest degree of professionalism in the business.Our office staff has been with the company since its inception. We strive to help clients reducetheir non-revenue water loss due to leakage in a cost-effective manner. When leaks areeliminated, the effects on loss management and conservation will ultimately outweigh the initialcost of our service. We are proud of our record with other communities, and suggest you contactat least a sampling of them to confirm our abilities.We believe our unique qualifications and the services we can provide make us the best candidatefor successfully fulfilling your leak detection needs. We look forward to the opportunity of assistingyou with this important water conservation project. Our quotation and procedures and methodsare attached for your review and are incorporated into the proposal.We thank you for your interest and hope to see you in the near future.Sincerely,Cayf,frtatfriasenCayd MathiasenConsultantl'15 .i',i ila1,;-r:p 3: (AilSpEl,. ivl; 59911 8-?,5E5-5325l^rl l,/rr ; =A{i:;;aTr:r.,ls:1,,r'll5 cctViEXHIBIT A June 9, 2020City of Kent, WAPROJECT SPECIFICSThe area we discussed for this leak survey and pinpointing project is approximately 55 milesof 16" distribution pipe. Pipe material consists of AC, Cl, and Dl. Valve boxes are mostlyaccessible for easy contact of our equipment. Contact points (valves, hydrants or services,etc.) are within 300 feet in most cases. The pressure varies from 35 PSI to 120 PSl. Non-Revenue Water (NRW is currently uknown. lt is understood that pinpointing leaks on privateservice lines is not a part of this project. However, we will indicate which service lines areleaking whenever possible at no extra charge.PRICINGThe following prices are based on information provided to us as described above. Shouldactual conditions vary it may be necessary to adjust pricing accordingly.DescriptionWater Leak Detection SurveyUnitmileQTY55Amount Total$227.27 $12,499.85Project Total$r2J99r5The above is a minimum price and applies only when we are in the area. ln the event servicesare desired when we are not in the area or mobilization to the area requires airfare, rental car,freight, etc., mobilization charges will be negotiated. Any applicable state taxes will beadded when seryice is performed.When calculating our fees for each project, we collect and analyze as much data anddetail aboutthe watersystem as possible. This allows us to propose a tailored programdesigned for each water system with the focus on detecting and pinpointing leaksusing the most comprehensive and efficient survey possible for that specific system.On rare occasions, we start a project only to find out that the system data or systemlayout is significantly different than what was proposed. For example, there may bemore PVC than proposed or the water loss is higher than indicated. PVC requires amuch different methodology than other pipe materials and therefore, the time it takesto survey PVC is much longer. A higher water loss can mean more leaks and thereforemore time to pinpoint than originally proposed. On some occasions we've been askedto survey small sections of the system, which are not located in a geographicallyefficient layout and therefore require considerably more time to complete.While this can have a negative effect on any project, it has a much bigger impact onprojects that are quoted by the distance (foot, mile, etc.). Since these projects are tiedto a specific finish date, we may be required to modify or amend the project to a "daily"rate structure, allowing us to complete as much of the proposed work as possible, inthe original amount of time allotted. ln such a case, we will simply convert the rateproposed for the linear distance into a daily rate. Such changes will be in writing andamended to the contract.Carf,gvlathinsenConsultantCayd MathiasenTitle Daily rate is based on 8 hours per day,Monday through Friday. ln the event anextension of days or footage is desired while weare on this project the additional charge will be atthe same ratio as the above schedule. Thisproject may be extended only if our schedulepermits and upon approval of City of Kent. ln theevent a reduction or extension of days or footageis desired, prior to our arrival please contact usfor a review of the above pricing.In order to expedite this project and to makesure you get the most effective water linesurvey for your investment, it will benecessary for you to supply a helper at alltimes who can assist our Leak Consultantwith information regarding the water system.A helper will also ensure that no areas aremissed during the survey and all possiblemethods are utilized to locate all linesaccurately.When quotes are based on a fixed price, in orderto expedite the survey, it is necessary thatpreparation for service as outlined herein beadhered to. During the course of the project,if system specifics differ from the informationprovided prior to pricing, it may be necessaryto change the scope of the work in order tomeet any time requirements.When the project is complete the Client willreceive an electronic copy of the final report. lf ahard copy is required there will be an additionalcharge of $25.00 for the first copy and $15.00 forany additional copies. The charge will be addedto your invoice.The Consultant will provide consultingservices to the Glient for a Leak DetectionProject, which, together with the scope ofservices to be provided, is described in theProcedures and Methods, which is attachedhereto and incorporated herein by reference.It is important to note that not all leaks createnoise levels that can be detected using eventhe most sophisticated leak detectioninstrumentation. The Consultant will performall work under this contract at the highestlevel of professional workmanship in itsindustry, however, USA cannot guarantee thedetection of any leak. There is also noguarantee on pinpointing accuracy due to themany variables that effect pinpointing. Assuch, Client agrees to pay Consultant asoutlined herein.Should Gonsultant be required to operateappurtenances (system valves, services,hydrants, etc,) Client agrees to holdConsultant harmless for any damage that mayoccur when they are.lf USA and/or the Gustomer believes USA'semployees potentially could be exposed toinjury and/or illness, both Parties shall agreeto a written protocol that advises USA'semployees of the following (at a minimum):. Specific chemical hazards theEmployee may be exposed to, ando Protective and safety measures theEmployee can use, ando Steps the Customer can take toreduce the hazards, including:ventilation, respirators, presence ofanother Employee, and emergencyprocedures.CONTRACT TIME - Proposal price shall be heldfor 90 days from proposal date.Mobilization Gharges may be adjusted basedupon changes in Airfare or rental car costs.Prices above do not include any applicabletaxes. The cost of prevailing wage contractfilings will be added to the final invoice.PAYMENT - USA standard terms are net 30. Aservice charge will be assessed on past due ordelinquent accounts at the rate of 1.5o/o permonth.lf paying with a credit card, Visa or MasterCard, aconvenience fee of 3% will be added at the time ofpayment.TERMSEnd of Section Procedures and Methods -GomprehensiveLeak Survey(Water Distribution Lines)l. GeneralUtility Services Associates, LLC (hereafter referred to as USA) surveys for and pinpointswater leaks using the latest in leak detection technology available. We use a sonic leakdetection sound amplification instruments in conjunction with a sensitive transducer toconduct system surveys. We use various sophisticated equipment from correlatorsdown to ground microphones to pinpoint system leakage. We have pipe tracing andbox locating equipment available with each mobile unit. Highly trained professionalsoperate our equipment. Our Water Loss Consultants undergo an annual audiogram(hearing test). Detailed Leak Reports with estimated gallons per minute (GPM) aresupplied daily unless otherwise not needed. The USA Water Loss Consultant willdiscuss this with you prior to beginning the survey. A Final Report is provided on amonthly basis or at the completion of the project. The report includes an ExecutiveSummary of the project, Suruey Review, Leak Reporfs with data on each individual leakwith a drawing of its location and a Conclusion.ll. SpecificsA. The first step in our survey is to review the distribution maps of our clients system forfamiliarization of the pipe network and available appurtenances (valves, services,hydrants, etc.) to be used as contact points. This initial review is helpful indeveloping the most efficient survey possible.B. As the leak survey progresses, USA determines the distance that even quiet leaksounds travel in various pipe materials, pipe sizes and pressure zones in each areaof the system. This may be done by slightly turning on fire hydrants, hose bibs, etc.,creating a simulated quiet leak sound. Appurtenances in that area are then checkedwith a sound amplification instrument to see how far the simulated leak soundtravels, thus determining how often USA will make contact with appurtenances ingiven sections of the water distribution system.C. USA then conducts a comprehensive survey by making physical contact withavailable main line appurtenances (valves, hydrants, etc.) and selected customerservices. USA uses a sonic leak detection sound amplification instrument designedfor this purpose.When survevinq PVG pioe lines. USA wilI make contact withall available aoourtenances-D. Contact is then made with pipe appurtenances at intervals no greater than 300 feetwhere contact points are available and accessible, or at pre-determined distances asnoted in Paragraph B (whichever distance is necessary to obtain completecoverage). E. When normal contact points are not available or can not be created within areasonable distance, as described in Paragraph B, we will make an attempt to use asonic ground listening instrument, making physical ground contact at intervals nogreater than 6 feet directly over the pipe. lf conditions do not allow this procedure,USA Water Loss Consultant will advise our client at time of project and will detail inthe Final Report. lf excessive ambient noise precludes the effectiveness of theground listening device in an area during daytime hours, we will schedule thisportion of the survey for nighttime hours. We will pre-approve these situations withour clients. (Ground listening devices are employed when ground cover ispavement, cement, or a similar had surface.) Direct contact to the main line atintervals outlined in Preparation for Service will result in the most thorough surveypossible.F. When ground cover is not a hard surface, probe rods will be used at 6 feet intervalswhen normal contact points are not available (as described in paragraph B). Asound amplification instrument with 10 V/g or greater (volts per "G") transducer isused with probe rods. Probe rods will be driven into the ground at a minimum of 6inches directly over the pipe when ground conditions allow. We will pre-approvethese situations with our clients. lf this can't be done for any reason, we will adviseat the time of the project.G. lf additional contact points are required to access the pipe with our equipment (in theevent that standard procedures, mentioned above, can't be used) installation ofpermanent contact points is recommended. Guidelines will be provided, whenrequired.H. USA safety regulations do not allow the Water Loss Consultant to access anyconfined space, water lines located in any pit, underneath any facilities, manhole,vault or other area that may pose a hazard to USA personnel. Only the client'spersonnel shall be allowed, unless otherwise prohibited by client's safetyregulations, to access such areas, provided such personnel has been properlytrained and equipped to do so. ln such cases, the Water Loss Consultant shalldirect where probes, sensors or other equipment shall be placed. Sections of linesthat cannot be safely accessed will not be surveyed and will be noted as such in theFinal Report. When surveying mobile homes, the skirting must be removed prior toour arrival to allow shut-off valves to be accessed.A detailed report of decibel levels at suspected leak sound locations andobservations are compiled during the survey for reinvestigation and possiblepinpointing at a later time. This reinvestigation is to increase the speed of the surveyand will eliminate correlating on most false leak sounds (i.e. service draw).J. All indications of leaks found during the survey will be verified a second time, afterwhich the leak shall be pinpointed with a computer based leak sound correlatorwhenever possible. Pinpointing leak locations through interpretation of soundintensity, either by ear, decibel metering or other like methods, is not used whencontact points are available and effective for use with the correlator.K. The equipment utilized does not normally require valves to be operated duringsurveying and pinpointing. However, on occasion, curb stops or valves may need tobe operated to eliminate service draw noises or to change velocity noise. The client will do operation of appurtenances if required. lf USA is asked to operate anyappurtenances, USA will not be held responsible for any damages that may occur.L. The correlator equipment used will have the capability to prompt the operator toinput the variables when different pipe sizes and/or pipe materials are encounteredin the same span to be investigated. This is necessary to ensure accuracy of resultsbased on the automatic computation of the correct leak sound velocity in leakpinpointing operations. Our correlators have the capability of correlating up to sixdifferent pipe materials or diameters within the selected span. To insure effectiveperformance in all field environments encountered in your distribution system (i.etrafficnoise, draw, pump operation, industrial noise, etc.) the correlator equipmentprovides 16 auto filter options and/or infinite manual filter options. A correlator willbe on site at all times duflnoleak detection proiects.M. Each leak will be classified according to size in gallons per minute (GPM) andhazard in order to aid in scheduling repairs. lt should be noted that leakclassification is not an exact science. ln spite of the use of the most moderninstrumentation, as well as complete training and experience by our Water LossConsultant, it is impossible to determine the exact condition of underground pipingwithout actually exposing the line. ln view of this limitation, our classification(including estimated GPM loss) is intended as an aid in scheduling repairs basedupon the information available, the Water Loss Consultant's judgment and siteconditions at the time the leak report is being prepared. Variable factors beyond ourcontrol may alter this classification at any time. Once the leak is exposed for repair,the client may wish to revise the estimated GPM loss in order to establish a moreaccurate estimate of actual water loss for reporting purposes.Leak Classifications are as follows:Class 1Any leak which is hazardous in terms of potentialundermining, possibly resulting in surface collapse,encroachment and/or damage to nearby utilities, commercialor private properties or leaks severe enough to warrantimmediate repair.All leaks that display water losses significant enough to bemonitored on a regular repair schedule.Class 3Relatively small leaks that should be repaired as workloadpermits.N. USA will furnish, to the client, daily Leak Reports and shall also furnish a FinalReport within fifteen (15) business days from end of the project. (For Alaska,Hawaii, and all overseas projects, please allow twenty-one (21) business days forFinal Report.) The Final Report includes:1. Executive Summarvshowing individually recorded time forpinpointing/correlating, surveying and other time spent on the project. Thissummary also includes footage covered (when project is priced by the foot/mile),estimated gallons per minute (GPD) loss, types of leaks found, quantity of leaksfound and remarks recommending improvements that may be made to thedistribution system.Class 2 2. Survev Review explaining the procedures and methods used during this study3. Leak Reports with a detailed (computer generated) drawing showing each leaklocation that was pinpointed, the type of leak found, classification, approximatedtime spent pinpointing, an estimate of the GPM lost, cover type, if leak locationwas marked and computer justification when applicable. (This same leak report(field notes / hand drawn) shall be supplied daily to the client when leaks arelocated.)o. lf required, USA can modify or design any form to fit the client's needs.P. Whenever the client repairs any leak detected by USA prior to completion of the fieldwork, USA shall re-survey that section of the system to be sure no extremely quietleaks were missed due to an over powering noisy leak sound or other variable.USA will furnish a trained Water Loss Consultant, leak detection instruments, as wellas all necessary equipment and tools to complete the survey and leak pinpointing.Q. lt is important to note that not all leaks create noise levels that can be detected usingeven the most sophisticated leak detection instrumentation. USA will perform allwork at the highest level of professional workmanship in its industry; however, wecannot guarantee the detection of any leak.R. The client will need to provide a qualified maintenance person to provide informationto the consultant regarding the system and to located and operate valves, services,hydrants, etc. throughout the duration of the project. lt is important to ensure that noportions of the system are inadvertently missed. A client representative is also neededto provide equipment such as flags, traffic cones, etc. to assist us in meeting local,state, and federal regulations in controlling vehicular traffic. Heavy traffic areas will bescheduled for nighttime hours to ensure man and equipment safety as well as reduceamount of ambient noise. However nighttime work is usually limited to a small part ofthe system. 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. 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 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 equivale nt coverage. 2. 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, t he policy shall be endorsed to provide contractual liability 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. Commercial General Liability insurance shall be written with limits no less than $2 ,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. 2. Automobile Liability insurance with a minim um combined single limit for bodily injury and property damage of $1,000,000 per accident. 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 insura nce 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. 08/31/2020 Bell Anderson Agency, Inc. 600 SW., 39th St. Suite 200 Renton WA 98057 Cristina Peña (425) 291-5218 (425) 291-5118 CristinaP@Bell-Anderson.com Utility Services Associates, LLC 916 W. Center St Kalispell MT 59901 National Fire Insurance Company Of Hartford 20478 Mutual Of Enumclaw Insurance Company 14761 Continental Casualty Company 20443 CL2083142400 A Y B4030938657 09/01/2020 09/01/2021 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 B Y BAP0005908 00 09/01/2020 09/01/2021 1,000,000 Medical payments 5,000 C B4034579014 09/01/2020 09/01/2021 1,000,000 1,000,000 A B4030938657 09/01/2020 09/01/2021 WA Stop Gap 1,000,000 1,000,000 2,000,000 Re: Leak Detection Project. The City of Kent is additional insured per the attached endorsements #SB146932F 0616, #SB146968B 0616 and #EA9910 1113. Primary & non-contributory coverage per the attached endorsements #SB146932F 0616 and #SB146968B 0616. City of Kent 220 4th Ave S Kent WA 98032 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY SB146932F (Ed.6-16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I.Blanket Additional Insured Provisions A.Additional Insured –Blanket Vendors B.Miscellaneous Additional Insureds C.Additional Provisions Pertinent to Additional Insured Coverage 1.Primary –Noncontributory provision 2.Definition of "written contract." II.Liability Extension Coverages A.Bodily Injury –Expanded Definition B.Broad Knowledge of Occurrence C.Estates,Legal Representatives and Spouses D.Legal Liability –Damage to Premises E.Personal and Advertising Injury –Discrimination or Humiliation F.Personal and Advertising Injury –Broadened Eviction G.Waiver of Subrogation -Blanket I.BLANKET ADDITIONAL INSURED PROVISIONS A.ADDITIONAL INSURED –BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a "written contract"to provide insurance,but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1.The insurance afforded the vendor does not apply to: a."Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; SB146932F (6-16) Page 1 of 7 Copyright,CNA All Rights Reserved. SB146932F (Ed.6-16) e.Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; f.Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; g.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;or h."Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (1)The exceptions contained in Subparagraphs d.or f.;or (2)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. 2.This insurance does not apply to any insured person or organization,from whom you have acquired such products,or any ingredient,part or container,entering into,accompanying or containing such products. 3.This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4.This provision 2.does not apply if "bodily injury"or "property damage"included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement. B.MISCELLANEOUS ADDITIONAL INSUREDS 1.Who Is An Insured is amended to include as an insured any person or organization (called additional insured)described in paragraphs 3.a.through 3.j.below whom you are required to add as an additional insured on this policy under a "written contract.": 2.However,subject always to the terms and conditions of this policy,including the limits of insurance,we will not provide the additional insured with: a.A higher limit of insurance than required by such "written contract"; b.Coverage broader than required by such "written contract"and in no event greater than that described by the applicable paragraph a.through k.below;or c.Coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard."But this paragraph c.does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3.Only the following persons or organizations can qualify as additional insureds under this endorsement: a.Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1)such person or organization's financial control of you;or (2)Premises such person or organization owns,maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F (6-16) Page 2 of 7 Copyright,CNA All Rights Reserved.00020005740309386575265 SB146932F (Ed.6-16) b.Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury","property damage"or "personal and advertising injury"as co-owner of such premises. c.Grantor of Franchise Any person or organization that has granted a franchise to you,but only with respect to such person or organization's liability for "bodily injury","property damage",or "personal and advertising injury"as grantor of a franchise to you. d.Lessor of Equipment Any person or organization from whom you lease equipment,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused in whole or in part by your maintenance,operation or use of such equipment,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e.Lessor of Land Any person or organization from whom you lease land,but only with respect to liability for "bodily injury", "property damage"or "personal and advertising injury"arising out of the ownership,maintenance or use of that specific part of the land leased to you,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury",takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. f.Lessor of Premises An owner or lessor of premises leased to you,or such owner or lessor's real estate manager,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"arising out of the ownership,maintenance or use of such part of the premises leased to you,and provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury",takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee,or receiver's liability for "bodily injury","property damage"or "personal and advertising injury"arising out of the ownership,maintenance,or use of a premises by you. This insurance does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. h.State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization,but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury","property damage"or "personal and advertising injury"arising out of: (1)The following hazards in connection with premises you own,rent,or control and to which this insurance applies: (a)The existence,maintenance,repair,construction,erection,or removal of advertising signs, awnings,canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or (b)The construction,erection,or removal of elevators;or (c)The ownership,maintenance or use of any elevators covered by this insurance;or SB146932F (6-16) Page 3 of 7 Copyright,CNA All Rights Reserved. SB146932F (Ed.6-16) (2)The permitted or authorized operations performed by you or on your behalf.But the coverage granted by this paragraph does not apply to: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the state or government agency or subdivision or political subdivision;or (b)"Bodily injury"or "property damage"included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract",we will treat as a "written contract"any governmental permit that requires you to add the governmental entity as an additional insured. i.Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor,presenter or displayer,any person or organization .whom you are required to include as an additional insured,but only with respect to such person or organization's liability for "bodily injury","property damage",or "personal and advertising injury"cause by: a.Your acts or omissions;or b.Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j.Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i.above.Such additional insured is an insured solely for "bodily injury","property damage"or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1)For "bodily injury,""property damage,"or "personal and advertising injury"arising out of the rendering or failure to render any professional services; (2)For "bodily injury"or "property damage"included in the "products-completed operations hazard."But this provision (2)does not apply to such "bodily injury"or "property damage"if: (a)It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract";and (b)The "written contract"requires you to make the person or organization an additional insured for such "bodily injury"or "property damage";or (3)Who is afforded additional insured coverage under another endorsement attached to this policy. C.ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A.and B.above: 1.The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary,excess, contingent or on any other basis.However,if a "written contract"requires that this insurance be either primary or primary and noncontributing,then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2.Under Liability and Medical Expense Definitions,the following definition is added: "Written contract"means a written contract or agreement that requires you to make a person or organization an additional insured on this policy,provided the contract or agreement: a.Is currently in effect or becomes effective during the term of this policy;and b.Was executed prior to: SB146932F (6-16) Page 4 of 7 Copyright,CNA All Rights Reserved.00020005740309386575266 SB146932F (Ed.6-16) (1)The "bodily injury"or "property damage";or (2)The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. II.LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement,then that other endorsement controls with respect to such provision,and the changes made by this endorsement to such provision do not apply. A.Bodily Injury –Expanded Definition Under Liability and Medical Expenses Definitions,the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury"means physical injury,sickness or disease sustained by a person,including death,humiliation, shock,mental anguish or mental injury by that person at any time which results as a consequence of the physical injury,sickness or disease. B.Broad Knowledge of Occurrence Under Businessowners Liability Conditions,the Condition entitled Duties In The Event of Occurrence,Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence,"offense,claim or "suit" is known to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C.Estates,Legal Representatives and Spouses The estates,heirs,legal representatives and spouses of any natural person insured shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives and spouses only for claims arising solely out of their capacity as such and,in the case of a spouse,where such claim seeks damages from marital common property,jointly held property,or property transferred from such natural person insured to such spouse.No coverage is provided for any act,error or omission of an estate,heir,legal representative or spouse outside the scope of such person's capacity as such,provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. D.Legal Liability –Damage To Premises 1.Under B.Exclusions,1.Applicable to Business Liability Coverage,Exclusion k.Damage To Property, is replaced by the following: k.Damage To Property "Property damage"to: 1.Property you own,rent or occupy,including any costs or expenses incurred by you,or any other person,organization or entity,for repair,replacement,enhancement,restoration or maintenance of SB146932F (6-16) Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932F (Ed.6-16) such property for any reason,including prevention of injury to a person or damage to another's property; 2.Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; 3.Property loaned to you; 4.Personal property in the care,custody or control of the insured; 5.That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations,if the "property damage"arises out of those operations;or 6.That particular part of any property that must be restored,repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work"and were never occupied, rented or held for rental by you. Paragraphs 1,3,and 4,of this exclusion do not apply to "property damage"(other than damage by fire or explosion)to premises: (1)rented to you: (2)temporarily occupied by you with the permission of the owner,or (3)to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D – Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4,5,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage"included in the "products-completed operations hazard." 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph is added, and replaces the similar paragraph,if any,beneath paragraph (14)of the exclusion entitled Personal and Advertising injury: Exclusions c,d,e,f,g, h,i,k,l,m,n, and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. 3.The first Paragraph under item 5.Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage"to any one premises,while rented to you or temporarily occupied by you with the permission of the owner,including contents of such premises rented to you for a period of 7 or fewer consecutive days,is the Damage to Premises Rented to You limit shown in the Declaration. E.Personal and Advertising Injury –Discrimination or Humiliation 1.Under Liability and Medical Expenses Definitions,the definition of "personal and advertising injury" is amended to add the following: h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is: (1)Not done intentionally by or at the direction of: (a)The insured;or SB146932F (6-16) Page 6 of 7 Copyright,CNA All Rights Reserved.00020005740309386575267 SB146932F (Ed.6-16) (b)Any "executive officer,"director,stockholder,partner,member or manager (if you are a limited liability company)of the insured;and (2)Not directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person or person by any insured. 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale,rental,lease or sub-lease or prospective sale,rental,lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment,prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3.This provision (Personal and Advertising Injury –Discrimination or Humiliation)does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F.Personal and Advertising Injury -Broadened Eviction Under Liability and Medical Expenses Definitions,the definition of "Personal and advertising injury" is amended to delete Paragraph c.and replace it with the following: c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner,landlord or lessor. G.Waiver of Subrogation –Blanket We waive any right of recovery we may have against: a.Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932F (6-16) Page 7 of 7 Copyright,CNA All Rights Reserved. CNA SB146968B (Ed. 6-16) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS -COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. Who Is An Insured is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the: a. "Bodily injury" or "property damage"; or b. Offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage B. The insurance provided to the additional insured is limited as follows: The person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the written contract or written agreement; or "Your work" that is specified in the written contract or written agreement, but only for "bodily injury" or "property damage" included in the "products -completed operations hazard", and only if: (1) The written contract or written agreement requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The insurance provided to the additional insured does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. SB146968B (6-16) Page 1 of 2 Copyright, CNA All Rights Reserved. CNA SB146968B (Ed. 6-16) 4. The insurance provided to the additional insured does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of construction or demolition work while you are acting as a construction or demolition contractor. C. Under Businessowners Liability Conditions, the condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part; 3. Except as provided for in paragraph D.2. below: a. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and b. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D. With respect only to the insurance provided by this endorsement, the condition entitled Other Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2. and 3. and replace them with the following: 2. This insurance is excess over any other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, But if required by the written contract or written agreement, this insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3. When this insurance is excess, we will have no duty under Business Liability insurance to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations a of this Coverage Part. N O E. The condition entitled Transfer of Rights of Recovery Against Others to Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to deleted paragraph 2. and replace it with the following: 2. We waive any right of recovery we may have against any person or organization with whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products -completed operations hazard." All other terms and conditions of the Policy remain unchanged. SB146968B (6-16) Page 2 of 2 Copyright, CNA All Rights Reserved. CNA CNA80103XX (09-14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H. Other Insurance and 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. All other terms and conditions of the Policy remain unchanged. CNA80103XX (09-14) Page 1 of 1 Copyright, CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL AUTO EA991011 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. The following changes revise SECTION I — COVERED The coverage that applies is the same as the AUTOS coverage provided for the vehicle being replaced. Paragraph C.1. is deleted and replaced with the Physical Damage Coverage is extended to the following: temporary substitute auto for the lesser of the 1. Trailers following number of days: a. "Trailers" with a load capacity of 2,000 1. The number of days reasonably required to pounds or less designed primarily for travel repair or replace the covered "auto" that is out on public roads; or of service; or b. "Trailers" designed primarily for travel on public roads when: (1) Pulled by an owned private passenger auto specifically described in Item Three of the Declarations as a covered "auto" for Liability Coverage under this Coverage Form; and (2) Not used for business, farming or ranching purposes. Private passenger auto means a motor vehicle of the private passenger, station wagon, pickup or van type designed for use on public highways and subject to motor vehicle registration. The following is added: D. Temporary Substitute Autos — Physical Damage If Physical Damage Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. 30 days. The following changes revise SECTION II — LIABILITY COVERAGE The following is added to Paragraph A.1.: d. Blanket Additional Insured Any person or organization that you are required to include as an additional insured on this Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies. A person's or organization's status as an additional insured under this endorsement ends when your contract or agreement with such person or organization ends. The Limits of Insurance applicable to the Additional Insured are those specified in the written contract or agreement but not more than the Limits of Insurance specified in the Declarations of this policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the declarations for the Named Insured. This Coverage does not apply to lessors of leased "autos". EA 99 10 11 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 4 e. Broadened Named Insured Any business entity newly acquired or formed by you during the policy period provided you own 51 % or more of the business entity and the business is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 90 days following acquisition or formation of the business entity or until the end of the policy period, whichever comes first. f. Employee Hired Auto An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. Paragraphs A.2.a.(2) and A.2.a.(4) are deleted and replaced with the following: 2. Coverage Extensions a. Supplementary Payments (2) Up to $2,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $300 a day because of time off from work. The following changes revise SECTION III — PHYSICAL DAMAGE COVERAGE This coverage applies only for a covered "auto" for which Physical Damage Coverage is provided for on this policy. The following is added to Paragraph A.3: Glass Repair —Waiver of Deductible No deductible will apply to glass breakage if such glass is repaired in a manner acceptable to us rather than replaced. Paragraph AA.a. is deleted and replaced with the following: 4. Coverage Extensions a. Limited Rental Reimbursement or Travel Expense under this policy. No deductible applies to this coverage. (1) We will pay only for those expenses incurred as a result of a covered "loss" occurring during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: (a) The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you; or (b) 10 days. (2) Our payment under this Coverage Extension (4.a.) is limited to the lesser of the necessary and actual expenses incurred or the maximum amount shown, $250. (3) Coverage under this Coverage Extension (4.a.) does not apply while there are spare or reserve "autos" available to you for your operations. The following is added to Paragraph AA.: c. Transportation Expenses - Theft of a Private Passenger Auto In the event of "loss" to a covered private passenger type "auto" caused by a total theft which is covered by Comprehensive or Specified Causes of Loss Coverage on this policy, we will pay up to $25 per day to a maximum of $500 for transportation expenses incurred by you as a result of that "loss". (1) We will pay for transportation expenses incurred during the period beginning 264 hours (11 days) after the "loss". (2) Regardless of the policy's expiration, our reimbursement of your transportation expenses under this Coverage Extension will end when the covered "auto" is returned to your use or we pay for its "loss". (3) No deductible applies to this Coverage Extension. We will pay up to $25 per day to a d. Tapes, Records and Discs maximum of $250 for rental reimbursement We will pay for "loss" to tapes, records, expenses for the rental of an "auto" or other compact discs, or other similar devices transportation expense incurred by you used with audio, visual or data electronic because of loss to a covered auto which devices. is covered by Comprehensive, Specified Causes of Loss, or Collision coverage (1) We will pay only if the tapes, records, compact discs, or other similar devices: EA 99 10 11 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 2 of 4 (a) Are your property or that of a family member; or (b) Are the property of an "employee" using a covered "auto" in your business affairs at the time of the "loss"; and (c) Are in a covered "auto" which sustains other covered "loss" under Comprehensive or Collision coverage at the time of the 'loss" to tapes, records, compact discs, or other similar devices. (2) The most we will pay for "loss" under this Coverage Extension (4.d.) is $200. (3) Physical Damage Coverage provisions apply to this coverage, except that any deductible applicable to Comprehensive or Collision coverage does not apply to this Coverage Extension (4.d.). The exclusion referring to tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment does not apply. e. Camper Bodies In the event of a "loss" to a detached "camper," physical damage coverage will apply as if it were part of the covered "auto" on which it is rated. f. Contents of a Travel Trailer, Camper or Motor Home When a Travel Trailer, "Camper" or Motor Home is a scheduled auto for physical damage coverage, we will pay up to $1,000 for "loss" to personal property belonging to you or a family member that is within the Travel Trailer, "Camper" or Motor Home. We will pay up to $250 for "loss" to personal property belonging to you or a family member that is outside the Travel Trailer, "Camper" or Motor Home. (1) We will not pay for "loss" to: (a) Articles carried or held for sale, storage or repairs, or for later delivery; goods kept to show or sell; or theatrical wardrobes. (b) Business, store of office furniture or equipment. (c) Records or accounts, money, bullion, deeds, contracts, evidences of debt, securities, tokens or tickets, stamps in current use or manuscripts. (d) Animals, private passenger "autos," motorcycles, aircrafts, boats or any other motorized vehicles or their equipment, furnishings or appurtenances. (e) Equipment or accessories while your Travel Trailer, "Camper" or Motor Home is leased or rented to any organization or any person other than you or a family member. (2) The maximum we will pay for "loss" is the lesser of: (a) The actual cash value of the personal property at the time of "loss"; (b) The cost of repairing the damage; or (c) The cost of replacing the damaged personal property with other personal property of like kind, condition, quality and value. g. Vacation Expense Allowance We will pay you $50 per day to a maximum of $500 for extra expenses when a Travel Trailer, "Camper" or Motor Home is a scheduled auto for physical damage coverage, and the Travel Trailer, "Camper" or Motor Home: (1) Is damaged or destroyed and is uninhabitable; and (2) While being used for vacation purposes within the policy period. Extra expenses must be supported by receipts or other valid evidence. The following is added to Paragraph A.: 5. Extra Expense — Broadened Coverage We will pay for the direct expense of the returning of a stolen covered "auto" to you. We will pay only for those covered "autos" for which you carry Comprehensive or Specified Causes of Loss Coverage. This coverage will only apply to vehicles recovered inside the 48 contiguous United States. This coverage does not apply to an "auto" we deem a total "loss". The following is added to Paragraph B.3.a.: Airbag Coverage — Accidental Deployment However, this exclusion does not apply to the unintended inflation of an airbag if the inflation is caused by mechanical or electrical breakdown. EA 99 10 11 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 3 of 4 The following changes revise SECTION IV — BUSINESS AUTO CONDITIONS The following is added to Paragraph A.2.a.: Amended Duties in the Event of an Accident, Claim, Lawsuit or Loss However, this duty is only required when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. The following is added to Paragraph A.: 6. Blanket Waiver of Subrogation We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" because of payments we make for damages under this coverage form. The following is added to Paragraph B.2.: Unintentional Failure to Disclose Hazards Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. Paragraph B.5.b. is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". The following is added to Paragraph B.5. e. To the extent required by an "insured contract", this insurance is primary on behalf of the additional insured, and any other insurance maintained by the additional insured is excess and not contributory with this insurance. If the "insured contract" does not require this provision, then Paragraph a. above will apply. The following changes revise SECTION V — DEFINITIONS The following is added Q. "Camper" means a portable dwelling unit without axles or wheels that has been manufactured for attachment on the bed of a pickup truck to be used for casual travel or camping. EA 99 10 11 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 4 of 4