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Home My WebLink AboutCAG2021-300 - Amendment - #1 - Consor North America, Inc. dba Murraysmith, Inc. - 2021 Storm Sewer CIPP Lining - 03/31/2022ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: Director or Designee Date of Council Approval: Grant? Yes No Type:Review/Signatures/RoutingComments: 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? Yes No* Business License Verification: Yes In-Process Exempt (KCC 5.01.045) If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? Yes 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. Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 20210513 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached KENT WA=� .T.� FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF KENT, MURRAYSMITH, INC. AND CONSOR NORTH AMERICA, INC. DBA MURRAYSMITH, INC. This First Amendment ("First Amendment"), to the Consultant Services Agreement, dated June 28, 2021, ("Agreement") is between MurraySmith, Inc., an Oregon profit corporation ("MurraySmith"), and Consor North America, Inc. DBA MurraySmith, Inc., an Oregon profit corporation ("Consor"), (together "Consultant"), and the City of Kent, a Washington municipal corporation ("City"), collectively the ("Parties"). RECITALS A. The Agreement was originally between the City and MurraySmith. B. After entering into the Agreement, MurraySmith was acquired by Consor, effective December 31, 2020. C. The Parties enter into this Amendment to formally assign the Agreement to Consor who will assume all Consultant responsibilities in place of MurraySmith. D. Due to unanticipated events and delays, Section I of the Agreement, entitled "Description of Work" must be revised to incorporate the additional work required. Some of these project impacts include: a delay to the start of construction activities that require additional coordination of schedule changes; weather delays and contractor equipment malfunction; and the determination that four locations did not meet City CIPP design standards and now require additional planning and coordination. E. Section III of the Agreement entitled "Compensation" must be revised to increase the original contract amount of $76,688.00 by an additional $18,968.00 for a new total contract amount of $95,656.00. This increase in compensation is a direct result of the additional work needed. AMENDMENT NOW THEREFORE, the City, MurraySmith, and Consor, each agree as follows: 1. Assicinment: Effective immediately, the Agreement is assigned to Consor, who will assume all Consultant duties and responsibilities under the Agreement. Given its acquisition of MurraySmith, Consor agrees to assume all responsibility and liability for any work performed by MurraySmith prior to the effective date of the assignment. 2. Consultant Name: Wherever in the Agreement the term "MurraySmith, Inc." appears, such term shall be replaced with "Consor North America, Inc. DBA MurraySmith, Inc." 3. Description of Work. In addition to the work already outlined in Section I of the original Agreement, entitled "Description of Work," and detailed further in the original Exhibit A, the Consultant shall complete the following: • Additional inspection and coordination due to weather and contractor equipment and malfunction • Pre -Lining CCTV review and evaluate existing storm system condition FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT Page 1 (between City of Kent and Consort North America, Inc. DBA MurraySmith, Inc.) • Submittal review and response • Coordination with City to remove catch basin obstructions (ladder & stand pipe) • Meeting with the City to review four (4) locations not meeting City CIPP design standards • Meeting with the City to discuss project CIPP design methods and contractor proposed alternatives • Additional site inspection due to implementation of Kevlar liner • Increased sample testing coordination due to implementation of Kevlar line • Additional coordination with City and Contractor beyond on -site inspector support • Unanticipated coordination with water districts • Final contractor pay estimate and project closeout support 4. Compensation. The agreement amount provision of Section III, "Compensation," is modified to increase the original Agreement amount of $76,688.00 by an additional $18,968.00 for a new total contract amount of $95,656.00. The Consultant's billing rates for the additional $18,938.00 are outlined below, and are in addition to those billing rates already delineated in Exhibit A to the Agreement. saffmMIiA MORCAS&FlCRi1C1i lltlulisl Prwrk*EnQineer{I .5740 Prof ku l EDgl-Pl 5171 En$:neerlryj LecjPn A $155 F[I�IneerlllB EMI $155 H u6. E"-. Tceel 0 MNW I boss 9ernis soot T.,k 2"- 5 8 -05 55 T.d IMAA -d ! 15 P 5! is 5 5 1!W r.01M. Cmscvoon Obsrrnation d 65 W 5 1W d3Qs�ttmaf 0 0 0 ds fiS 5 TOTAL-AUl TA= 5 8 1 0 0 la 1 $ FME 5 5 3 5. Insurance. Consor agrees to obtain and maintain insurance of the types and in the amounts required by Exhibit B to the Agreement. 6. Waiver of Claims Prior to Amendment. Consor and MurraySmith accept all requirements of this Amendment by signing below, and by their signatures waive any protest or claim they may have regarding this Amendment, and acknowledge and accept that this Amendment constitutes full payment and final settlement of all claims of any kind or nature arising from or connected with any work either covered or affected by this Amendment, including, without limitation, claims related to contract time, contract acceleration, onsite or home office overhead, or lost profits. This Amendment, unless otherwise provided, does not relieve Consor and MurraySmith from strict compliance with the guarantee and warranty provisions of the original Agreement. 7. Ratification. All acts consistent with the authority of this Amendment and prior to its effective date are ratified and affirmed and the terms of the Agreement and this Amendment shall be deemed to have applied. 8. Remaining Provisions. Except as specifically amended by this Amendment, all remaining provisions of the Agreement shall remain in full force and effect. The parties whose names appear below swear and affirm that they are authorized to enter into this Amendment, which is binding on the parties of the Agreement. FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT Page 2 (between City of Kent and Consor North America, Inc. DBA MurraySmith, Inc.) IN WITNESS, the parties below have executed this Amendment, which will become effective on the last date written below. CONSULTANT: Consor North America, Inc. DBA MurraySmith, Inc. BY (si nature) Print Name: Ian Mgachan Its Vice President (title) DATE: 3/31/2022 MurraySmith, Inc. (signature) Print Name: Ian Machan Its Vice President (title) DATE: 3/31/2022 CITY: City of Kent Dgkely signed by Chad Bieren DN: C=US, E=cbleren@kenlwa.gov, Chad Bieren CCN=Chad BiereOU=Public Works, By: Date: 2022,03,31 14'.44:50-07'00' (signature) Print Name: Chad Bieren, P.E. Its Public Works Director (title) DATE: FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT Page 3 (between City of Kent and Consor North America, Inc. DBA MurraySmith, Inc.) R CERTIFICATE OF LIABILIry INSURANCE 12131t2022 DATE (MMTDDIYYYY} THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS^IRTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLIC]ESlovv. THls CERTIFIGATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE |SSU|NG TNSURER(S), AUTHORTZED RCPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. If SUBROGATION IS WAIVED, this certificate does not confer subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on must ADDITIONAL INSURED provisions or be to the certificate holder in lieu of such lf an ADDITIONAL INSURED, NAME: INSURER(S} AFFORDING COVERAGE NAIC # Pnooucen Lockton Companies Three City Place Drive, Suite 900 St. Louis MO 63141-7081 (3 14) 432-0500 lNsuRER A : *'r'l' SEE ATTACHMFNT *'** INSURER B : INSURER C : INSTJRER D : INSURER E : INSURED t4oTtrs itffi1fT,lii:lue, suite r r7o Portland OF'97204-2025 INSURER F : COVERAGES NU BER:NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE IVAY 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. TYPE OF INSUMNCE LIMITS EACH OCCURRENCE MED EXP one PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMMERCIAL GENERAL LIABILITY .LATMS-MADE lTl o""u^ GEN'L AGGREGATE LIIII,IIT APPLIES PER; 'o.,." lTliF8; E OTHERI LOC Y N 6004-1073 12/31/202r 12/31/2022 $ $ BODILY INJURY (Per person) BODILY INJURY (P6r accident)$ $ XXXXXXX SCHEDULED AUTOS NON.OWNED AUTOS ONLY LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY Y N 84 rJEN OL5490 (AOS) 84 AB OLs683 (IIr) P-001 -000788094-01 (xs) 12/31/2021 t2/31/2021 12t31/2021 12/31t2022 12/3112022 12/3r/2022 $l EACH OCCURRENCEUMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS.MADE AGGREGATE A N N TLJE3274463 02 12/3t/2021 t2/31/2022 X E.L. EACH ACCIDENT E.L. DISEASE. EA $1 A AND EMPLOYERS' LIABILITY ANY PROPRIETORYPARTNEFUEXECUTIVE OFFICEF|,/I\4EMBER EXCLUDED? (Mandatory ln NH) N lf dBscrlbe under WORKERS OF N/A N 0468405Y (AOS) 046840s8 0lr) 'l2/31/2021 12/31/2021 t2/3u2022 12/3112022 E.L. DISEASE - Professional & Environmental Liability N N 88263487610U2027 r2/31/2021 12/31/2022 $ I 0,000,000 per Claim $ I 0,000,000 Aggregate Deductible: $150,000 DESCRIPTION OF OPEMTIONS I LOCATIONS / VEHICLES (AGORD 101, Addltlonal Romsrks Schsdule, may RE: 2 I -3 I 43 -202 1 Storm Sewer GIPP Lining. city of Kent is included as additional insured on respect to General Liability and Automobile -Liability per the terms and conditions of the policy. respect to General Liability and Automobile Liability per the terrns and conditions ofthe i:otic!. bo attachsd lf morc apace ls requlrod) a Primary and Non-conkibutory basis if required by written contract with A 30-day notice ofcancellatiori is included-ifrequired by written conhact with TE HOLDER CAN @1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. '|'765'1404 City of Kent 400 W Gowe Street KentWA 98032 :AUTHORIZED .2 ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD CORPORA All rights reserved. Miscellaneous Attachment: M602380 Master ID: 1407115, Certificate lD: 17651404 lnsurers A. Allied World lnsurance Company - 6004-1073 B. Hartford Fire lnsurance Company - 84 UEN 015490 (AOS) C. Hartford Underwriters lnsurance Company - 84 AB 015683 (Hl) D. AXIS Surplus lnsurance Company - P-001-000788084-01 (XS Layer) E. Great American lnsurance Company - TUE 3274463 02 F. Manufactures Alliance lnsurance Company - 0468405Y (AOS) G. Pennsylvania Manufacturers Association - 04684058 (Hl) H. AXIS Surplus lnsurance Company - E82634816/01/2021 l. Aspen American lnsurance Company - OM00PUX21 J. Federal lnsurance Company- 8250-1945 c Attachment Code: D545910 Master ID: 1407115, Certificate ID:17651404 City of Kent 400 W Gowe Street Kent WA 98032 To whom it may concern: ln our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of lnsurance. To ensure electronic delivery for future renewals of this certificate, we need your email address Please contact us via one of the methods below, referencing Certificate lD 17651404. €mai l: STL-edelivery@lockton.com Phone: (866) 728-5657 (toll-free) lf you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. ln the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox is for providing e-Delivery email addresses for next year's renewol certificates ONLY. Your information will be input within 90 days. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies ''i'is,r;x, {.'.j:.v!.t\t,:'.. fji', -rtii'-: :ir;* irt.. j..t:tsi:,. ,i";i1': l:,1",,",'t-'j;i:::i::. 3 1 4-432-0580 r' I*chroi:.corn @r(xKTolf POLICYNUMBER: 6004-1073 A. Section ll - Who ls An lnsured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2, The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. lf coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. COMMERCIAL GENERAL LIABILITY cG 20 10 04 13 B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART SGHEDULE @ lnsurance Services Office, lnc.,2O12 Insured Copy Name Of Additional Insured Person(s) Or Oroanizationlsl: Location(s) Of Covered Operations Any owner, lessee, or contractor whom you have agreed to include as an additional insured under a fully executed wriften contract or written agreement, provided that such was executed prior to an "occurrence", loss, injury or damage. All Locations of the Named lnsured. lnformation required to complete this Schedule. if not shown above, will be shown in the Declarations. cG 20 {0 04 13 Page I of2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section lll- Limits Of lnsurance: lf coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of lnsurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of lnsurance shown in the Declarations. cG 20 10 04 13 @ lnsurance Services Office, lnc.,2012 Page2 ol2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILIry COVERAGE PART SCHEDULE POLICY NUMBER: 6004-1 073 A. Section ll - Who ls An lnsured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permifted by law;and 2. lf coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. COMMERCIAL GENERAL LIABILITY cG 20 37 04 13 B. With respect to the insurance afforded to these additional insureds, the following is added to Section lll- Limits Of lnsurance: lf coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of lnsurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of lnsurance shown in the Declarations. Name Of Additional lnsured Person(s) Or Orqanization(s)Location And Description Of Completed Operations Any owner, lessee, or contractor whom you have agreed to include as an additional insured under a fully executed written contract or written agreement, provided that such was executed prior to an "occurrence", loss, injury or damage. All locations and operations included in the "products- completed operations hazard" of the Named lnsured. lnformation required to complete this Schedule, if not shown above, will be shown in the Declarations. cG 20 37 0413 @ lnsurance Services Office, !nc.,2012 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PROD UCTS/COM PLETE D O P ERATIONS LIAB I LITY COVE RAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory lnsurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: ({) The additional insured is a Named lnsured under such other insurance; and COMMERCIAL GENERAL LIABILITY cG 20 01 12 19 (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. GG 20 01 12 19 @ lnsurance Services Office, lnc., 2018 Page I of 1 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF REGOVERY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section lV - Conditions: lf, prior to the time of an "occurrence", you waive any right of recovery against a specific person or organization for injury or damage as required under an "insured contract", we will also waive any rights we may have against such person or organization GL 00024 00 (06/09) COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY- ADDITIONAL NOTICE OF CANCELLATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILIry COVERAGE PART SECTION lV. COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to include the following additional provision: Additional Notice of Cancellation lf we cancel this policy for any reason, other than for the non-payment of premium, we will endeavor to provide advance notice of such cancellation to the person(s) or organization(s) shown in the Schedule below. We will send notice to the email or mailing address listed on such Schedule at least thirty (30) days, or the number of days listed on such Schedule (if any), before the cancellation becomes effective. A notice shall be sent only when a valid address is provided. ln no event shall the notice to such person or entity exceed the notice to the Named lnsured. This advance notice of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notice will not extend the policy cancellation date nor negate cancellation of the policy. SCHEDULE Person or OrEanization E-mailAddress or Mailinq Address Number of Days Advance Written Notice of Gancellation (Other Than Nonpayment of Premium) Person{s) and oroanization(s)cer the schedule on file with the insurer or broker 30 GL 00578 00 (07/18) Page 1 of 1 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named lnsured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named lnsured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of lnsurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named lnsured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of lnsurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as lnsureds Paragraph A.1. - WHO lS AN INSURED - of SECTION ll - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours whiie using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C, Lessors as lnsureds Paragraph A.1. - WHO lS AN INSURED - of Section ll- Liabitity Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional lnsured if Required by Contract (1) Paragraph A.1. - WHO lS AN INSURED - of Section ll - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who ls An lnsured with regard to the ownership, maintenance or use of a covered "auto." @2011, The Hartford (lncludes copyrighted material of ISO Properties, lnc., with its permission.)Form HA 99 16 03 12 Page 1 of 5 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply lf you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of lnsurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of lnsurance shown in the Declarations and described in this Section. (3) Additional lnsureds Other lnsurance lf we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss lf you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOS$ CONDITIONS 2. . DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS OF SECTION IV BUSINESS AUTO CONDITIONS, in the same manner as the Named lnsured, E. Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in '1.D. - Additional lnsured lf Required by Contract, the following provisions apply: (3) Primary lnsurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. lf other insurance is also primary, we will share with all that other insurance by the method described in Other lnsurance 5.d. (4) Primary And Non-Contributory To Other lnsurance When Required By Contract lf you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs {3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". lf no other insurer defends, we will undertake to do so, but we will be entitled to the 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: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other lnsurance 5.d. 2. AUTOS RENTEDBYEMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: O 2011, The Hartford (lncludes copyrighted material of ISO Properties, lnc., with its permission.)Form HA 99 16 03 12 Page 2 of 5 lf an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION ll - LlABlLlry COVERAGE does not apply if you have workers' compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE lf hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallesi, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accidenf'. This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5. PHYSICAL DAMAGE . ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION lll - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum timit of $1,000. 6. LOAN/LEASEGAPCOVERAGE Under SECTION III . PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay yot.tr additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loanllease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life lnsurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT . BROADENED COVERAGE a. The exceptions to Paragraphs 8.4 EXCLUSIONS - of SECTION lll - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered'nauto"; (2\ Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or @2011, The Hartford (lncludes copyrighted material of ISO Properties, lnc., with its permission.)Form HA 99 16 03 12 Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section lll - Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit af lnsurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of lnsurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: {1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the instaltation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE . BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION lll - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR . WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, hE following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUGTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, thE following is added: lf another Hartford Financial Services Group, lnc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) lf the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2i lf the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACC|DENT, CLA|M, SUlr OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - ol SECTION lV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; {2) A partner, il 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. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS lf you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO . COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION lV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "proper$r damage" is determined in a "suit," ths "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a seftlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - Of SECTION IV. BUSINESS AUTO CONDITIONS is amended by adding the following: @2O11, The Hartford (lncludes copyrighted material of ISO Properties, lnc., with its permission.)Form HA 99 16 03 12 Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 1 7. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: lf we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named lnsured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRIO, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVER.AGE ln the event of a total loss to a "non-hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.lf the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non-hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c.Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE ln the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: ln addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically afflxed to the vehicle are not considered vehicle wraps. @ 2011, The Hartford (lncludes copyrighted material of ISO Properties, lnc., with its permission.)Form HA 99 16 03 12 Page 5 of 5 POLICYNUMBER: 84 UEN OI549O COMMERCIAL AUTO cA 04 44 10 1s THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGATNST OTHERS TO US (WATVER OF SUBROGATTON) This endorsement modifies insurance provided under the following AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective Date: 12 / 31, / 21 SCHEDULE Name(s) Of Person(s) Or Organization(s): AS REQUIRED BY WRITTEN AGREEMENT. lnformation required to complete this Schedule. if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. cA 04 44 10 13 @ lnsurance Services Office, lnc., 2011 Page I of I tr THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTTCE OF CANGELLATTON TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. lf this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. lf this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. lf notice is mailed, proof of mailing to the last known mailing address of the certificate holde(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holde(s) who were issued a certificate of insurance applicable to this polic/s term. Form lH 03 07 06 11 @ 2011, The Hartford Page 1 of 1 WORKERS COMPENSANON AND EMPLOYERS LIABILITY INSURANCE POLICY wc 00 0313 (Ed.$M' WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right tc r€@v€r our peyments fiom anyone liable for an inJury covered by this policy. We will not enbrce our rlght against the person or organlza0on narned ln the Schedule. (This agreemant applles only to the extent that you perform work under a written contract that requires you to obtain lhis agreement fiom us.) This agreement shell not operab directy or indirec-tly to benefit anyone not named in the $chedule. Schedule AITY PERSONS OR ORGAI{IZATIONS E'OR WHOM ltsE lIAl'tED INSURED HAS AGREED BY IVRITTEN @NTR.rcT TO T'URNISH THIS WATI/ER This endorsement ehanges the policy to which ft ls athched and is eftective on the date lssued unless olherwise stated. (Tho lntormetlon bslow ir roquliud 6nly when thlr endorremrnt la lrcusd Eubsequont to praparetlon of the pollcy.) Endorsement Effectlve 7213il21, Pollcy No. 0458405Y Insurance Company FldA ,wcoooars (Ed.4-841 O 19Ct lJllhnj Councll qt Cornpcmrllm lnturlnoe. INSURED@Pf WORKERS COMPENSANON AND EMPLOYER8 LIABILIW INSURANCE POLICY wc 00 03lt (Ed.1-84) WAIVER OF OUR RIGHT TO RECO\|ER FRolyl OTHERS ENDORBETTENT We have the right to r€covor our payments from anyorre liable for an injury covered by thie poliry. We will not enforce our right against the person or organization named ln the Schedule. (Thls egreem€nt applies only to the o<tent that you p€rbrm wort under a written contract that requires you to obtraln his agreement from us.) This agreement shall not operate directy or indirectly b benefit anyone not named in ths Schedule. Schedule ANY PERSONS OR ORGANIZATIONS FOR WHO!{ THE }.IAMED TNSURED HAS AGREED BY !{RITTEN CONTRACT TO EURNISH THTS IVATVER This cndorsern€nt chang* tha poliryto whlch ft ls attachod and lg clleclive on the date isruod unlcss olhorwire slcted. {Thc lnformstlcn bdow ir roqul-nrd 6nlywtrcn thb cndomnrnt b lrrucd rubrcquantto proplretlon oltho pollcy.) Endorsem€nl ElTecttue 12l3U2L Pollcy No. 04684058 lnsurance Company PttA .wc 00 0313 (Ed.444) O l9t8 llrllontl Councll dt CompcnrrtJon lnrunnc.. INSURED@ry 1213112021* TUE-3274463-02 GREAT AMERICAN INSURANCE CO The inclusion or addition hereunder of more than one lnsured shall not operate to increase the Company's Limits of lnsurance beyond that set forth in ltem 4. of the Declarations- We will be furnished a complete copy of the First Underlying lnsurance Policy described in Item 5. of the Declarations. II. LIMITS OF INSURANCE A. The Limits of lnsurance shown in the Dec- larations and the rules below describe the most we will pay regardless of the num- ber of: 1. lnsureds; 2. claims made or suits brought; or 3- Persons or organizations making claims or bringing suits. B- The Limits of lnsurance of this policy will apply as follows: 410925 TAU 95OO (Ed. 11 e7) EXCESS LIABILITY POLICY There are provisions in this policy that restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Words and phrases in quotation marks have special meaning and can be found in the Definitions Section or the specific policy provision where they appear. ln consideration of the payment of the premium and in reliance upon the statements in the Declarations we agree with you to provide coverage as follows: INSURING AGREEMENTS I. COVERAGE 1. This policy applies only in excess of the Underlying Limits of lnsurance shown in ltem 5. of the Declarations.We will pay on behalf of the lnsured "loss" in excess of the Underlying Limits of lnsurance shown in ltem 5. of the Declarations, but only up to an amount not exceeding the Company's Limits of lnsurance as shown in ltem 4, of the Declarations. Except for the terms, conditions, definitions and exclusions of this policy, the coverage provided by this policy will follow the First Underlying lnsurance Policy, as shown in ltem 5. of the Declarations. 2.The aggregate limit shown in ltem 4. of the Declarations is the most we will pay for all "loss" that is subject to an aggregate limit provided by the First Underlying lnsurance Policy. The ag- gregate limit applies separately and in the same manner as the aggregate lim- its provided by the First Underlying ln- surance Policy. 3. Subject lo 8.2., the occurrence limit stated in ltem 4. of the Declarations is the most we will pay for all "loss" arising out of any one occurrence to which this policy applies. 4. subject to Paragraphs B.2. and B.3. above, if the underlying Limits of ln- surance stated in ltem 5. of the Dec- larations are reduced or exhausted solely by payment of "loss," such in- surance provided by this policy will apply in excess of the reduced Under- lying Limits or, if all Underlying Limits are exhausted, will apply as underlying insurance subject to the same terms, conditions, defi nitions and exclusions of the First Underlying lnsurance Poli- cy, except for the terms, conditions, definitions and exclusions of this poli- cy. 5. The Limits of lnsurance of this policy apply separately to each consecutive annual period and to any remaining pe- TAU 95OO (Ed. 11197) XS (Page 1 of 5) t. Poliry Territory Coverage under this Policy applies to Claims made in any jurisdiction in the world. lf a Claim is made outside the United States of America and its territories and possessions, Puerto Rico or Canadar 1. We shall have the right but not the duty to investigate, defend or settle any such Claims brought against you. 2. lf we do not exercise such right, you shall, under our supervision, arrange for such investigation and defense of the Claim as is reasonably necessary, and subject to our prior authorization, shall effect such settlement thereof as we and you deem expedient; 3. Subject to the terms of this Policy, we will reimburse the Named lnsured for the reasonable cost of such investigation and defense and the amount of any such settlement or judgment. 4. Such reimbursement shall be made in United States currency at the conversion rate published in The Wall Street Journol on the date the judgment is rendered or the date that the amount of the settlement is agreed upon or the date expenditure is made. M. Representations By accepting this Policy, you agree that: !. the statements made and information contained in the Application for this insurance furnished to us are true, accurate and complete, and are representations that the Named lnsured made on behalf of all lnsureds; and 2. we have issued this Policy in reliance upon those representations. lf such representations or such information are not true, accurate and complete, this Policy shall be null and void in its entirety and we shall have no liability hereunder. N. Severability Misrepresentations, concealment, breach of condition or violation of any duty under this Policy by one lnsured shall not prejudice the interest or coverage of another lnsured under this Policy. O. Subrogation and Recovery ln the event of any payment under this Policy, we will be subrogated to all of your rights of recovery therefore against any person or organization, and you shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. You shall do nothing to prejudice such rights. We will have no rights of subrogation against any lnsured hereunder, or against your clients if prior to the Claim, a waiver of subrogation was so required and accepted under a specific contractual undertaking by you for such client. Any recoveries shall be applied first to us up to the amount we have paid for Damages and Claim Expense; then, to you as recovery of Deductible amounts paid as Damages and Claim Expense. DP 0001 (Ed. 02 11)Page 10 of 10