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AG 17-105
11 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: 2. ORIGINATING STAFF PERSON: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E. ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: L:)9 11 3. DATE REQ. BY: G., RFB, RFP, RFQ) ❑ S OR LIMITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: t vv w • 4 12\\c rbrclol--. 6. NAME OF CONTRACTOR:rrajn ADDRESS: ' • . 1M _ • . ,,, ^ • O TELEPHONE Z53• itylk • g ee5s E -MAIL: ronp qY vle, t)1rC� . cow- FAX: h j ,O C ie-t r SIGNATURE NAM TITLE ints_VWs. 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: LAFOA eelti lon a- iottlyv • COMPLETION DATE: 3 I 1 2019 9. TOTAL COMPENSATION $ ✓'Q i- ' ?'° + 30-6. bZ >L r. -311511.C°7- (1NCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES 0 IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED .BKTES ❑ NO IF YES, $ PAID BY:$C{ONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED 566-1100- 33l•51�0 30•Lteo - 19,gt4.�7 ❑ PURCHASING: PLEASE CHARGE TO: o o t -Iwo • 331 • 571. • $V - 4fco - il NI q7 it' 05 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 2- 11.ROJECT MANAGER- L • �1 ''1 ❑ DIRECTOR • ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ L A W ` d ` Q C- ti I I R Ill- 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING , �a� �], ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATED ELECTRONIC REMINDER/NOTIFICATION FOR ONE MONTH PRIOR TO EXPIRATION DATE LAW DEPARTMENT IGNATORY.(#R oR OIt DIRECTOR) CITY CLERK ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITIAL / DATE . IG ED AG# DATE SENT: Olt 13.E 2/2017 CITY OF � Federal Way MAINTENANCE AGREEMENT FOR LANDSCAPE MAINTENANCE CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com This Maintenance Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Green Effects, Inc., a Washington corporation ( "Contractor "). The City and Contractor (together "Parties ") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: GREEN EFFECTS, INC.: Denny Wislocker PO Box 2005 Sumner, WA 98350 -0440 (253) 891 -9888 (telephone) ronp@greeneffectsinc.com The Parties agree as follows: CITY OF FEDERAL WAY: Steve Ikerd 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835 -6911 (telephone) (253) 835 -6969 (facsimile) Steve.ikerd@cityoffederalway.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2019 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A," attached hereto and incorporated by this reference ( "Work "), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used — rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in MAINTENANCE AGREEMENT - 1 - 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederatway.com accordance with this Contract, notwithstanding the City' s knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. 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. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit `B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit `B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor 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 Contractor. 4.4 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of fmal payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for fmal payment is made. MAINTENANCE AGREEMENT 2 3/2017 4.- Federal Way 5. INDEMNIFICATION. CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Contractor' s maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 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. MAINTENANCE AGREEMENT - 3 - 3/2017 44CITY OF •., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway.. com 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City' s request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. The Contractor will fully cooperate with the City in identifying and assembling records in case of any public disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall delivery all needed or contracted for work project upon demand. All records submitted by the City to the Contractor will be safeguarded by the Contractor. Contractor shall make such data, documents, and files available to the City upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor 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. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296 -155 WAC), General Safety and Health Standards (Chapter 296 -24 WAC), and General Occupational Health Standards (Chapter 296 -62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by MAINTENANCE AGREEMENT - 4 - 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor' s own risk, and Contractor 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. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 10.4 Prevailing Wages. 10.4.1 Wages of Employees. This Agreement is subject to the minimum wage requirements of Chapter 39.12 of the Revised Code of Washington, as now existing or hereafter amended or supplemented. In the payment of hourly wages and fringe benefits to be paid to any of Contractor's laborers, workers and/or mechanics, Contractor shall not pay less than the "prevailing rate of wage" for an hour's work in the same trade or occupation in the locality within the State of Washington where such labor is performed, as determined by the Industrial Statistician of the Department of Labor and Industries of the State of Washington, which current "prevailing rates of wage" are attached hereto as Exhibit "D" and incorporated herein by this reference. Prevailing wages paid pursuant to this Agreement shall be the prevailing wage rates that are in effect on the date when the bids, proposals, or quotes were required to be submitted to the City. 10.4.2 Agreements Exceeding One Year. Pursuant to WAC 296 -127 -023, or hereafter amended, the City agrees to pay any increase in the current prevailing wages if and when this Contract is extended provided that the term of the Contract exceeds one year. The City further agrees to pay the current prevailing wages at the time of additional yearly extensions, and the Contractor agrees to pay its employees the increased prevailing wage. 10.4.3 Exemptions to Prevailing Wage. The prevailing wage requirements of Chapter 39.12 RCW, and as required in this Agreement do not apply to: Sole owners and their spouses; any partner who owns at least 30% of a partnership; the President, Vice President and Treasurer of a corporation if each one owns at least 30% of the corporation. 10.4.4 Reporting Requirements. Contractor shall comply with all reporting requirements of the Department of Labor and Industries of the State of Washington. Upon the execution of this Agreement, Contractor shall complete and file a Statement of Intent to Pay Prevailing Wages with the Department of Labor and Industries. Upon completion of the Work, Contractor shall complete and file an Affidavit of Wages Paid with the Department of Labor and Industries. Contractor shall deliver copies of both the Statement of Intent to Pay Prevailing Wages and the Affidavit of Wages Paid, certified by the Department of Labor and Industries, to the City. 10.4.5 Disputes. In the event any dispute arises as to what are the prevailing rates of wages for work of a similar nature and such dispute cannot be resolved by the City and the Contractor, the matter shall be referred for arbitration to the Director of the Department of Labor and Industries of the State of Washington and the decision therein shall be final and conclusive and binding on all parties involved in the dispute. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor' s selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of MAINTENANCE AGREEMENT - 5 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non- assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, MAINTENANCE AGREEMENT - 6 - 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederatway.com unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses 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, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. MAINTENANCE AGREEMENT [Signature page follows] 7 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: 5 �'' . jlr4,t John Hutton, Parks Director DATE: ■ez7in GREEN EFFECTS, INC.: By: Printed Name. . (i'.'' 1 A 1 S Title: 1// U% P 2 6 / Q 6t DATE: / pii [. 22r*. w i 7 STATE OF WASHINGTON ) ) ss. COUNTY OF Yr&rCQ, ) ATTEST: ha ie Courtney, CMC, ty Jerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me Denny Wislocker, to me known to be the Owner of Green Effects, Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this ' U day of Notary Rbib Stete of wiafhinpton K MBERtJE A. HANSON My Apparttmsnt Expires WI 1, 2021 Notary's signature Notary's printed name Notary Public in and for the State of Washington. My commission expires ! / chi MAINTENANCE AGREEMENT ,2011 19/11 eg\bi 04 bedir-l1. 1.1- l- l,avzSO&-i 8 - 3/2017 Federal Way EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvny com Annual Maintenance Standards: 2017 - 2019 Monthly Average Frequenc Task Mar Apr May Jun Jul Aug Sep Oct TURF Mowing* 2 4 5 4 4 5 4 4 Trimming 2 4 5 4 4 5 4 4 Edging 2 4 5 4 4 5 4 4 Ditches /Other 2 1 1 1 1 1 1 4 LANDSCAPE BEDS Weeding 2 2 2 2 2 2 2 2 Edge ground covers 1 Herbicide as needed SHRUBS shrubs,hedges ** 1 HARD SURFACES sweeping /blowing 2 4 5 4 4 5 4 4 Herbicide as needed OTHER Litter & debris collection 2 4 5 4 4 5 4 4 TOTAL TASK * ** 14 23 29 23 24 28 23 26 *Mowing - should additional mowings be required, obtain approval and invoice as additional services based upon a contracted hourly rate. * *Shrubs /hedges - trim as needed to maintain a neat natural appearance and not create a public hazard to include maintaining a 3' clearance along pathways. Note: see Specifications for more details and the use of power trimmers. ** *Total task - work task total for evaluating monthly payouts for uncompleted work. Park Location: Alderbrook Park - 1410 SW 340th Place Facility Location: City Hall — 33325 8th Avenue South SPECIFICATIONS A. The Contractor will furnish all labor, tools, specialized equipment, materials, and disposal of waste material generated by the work, supervision and transportation to perform landscape maintenance services as specifically outline in the Annual Maintenance Standards. MAINTENANCE AGREEMENT - 9 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway.. com B. All fieldwork shall be performed under the supervision of a qualified horticulturist. Operators will be licensed for all functions, including pesticide, fertilizer, and herbicide application, and flagging card when required. C. Contractor will ensure employees comply with all applicable City of Federal Way and Washington State regulations and practices with respect to work performed for the City of Federal Way. D. The Contractor's personnel will conduct themselves on site in a professional manner at all times. E. Each employee will wear or display the company's name and/or logo. Vehicles working on City sites will have company name and phone number displayed. F. The Contract Administrator or appointed designee will inspect work performed by the Contractor on a regular basis. In the event of work performance deficiencies, the Contract Administrator will notify the Contractor. Notification may be verbal or written. The City may choose to: Require the Contractor to rectify the deficiency within 48 hours, or hold payment. G. Equipment intensive work such as mowing, edging and blowing shall not commence before 7:00 a.m. and end by 8:00 p.m. on weekdays, (weekend work not allowed without prior approval) and it is advisable that mowing be performed during non -peak park use. H. Report any damage, or potential hazard, involving City property immediately to the City of Federal Way Parks Department, (253) 835 -6960. After hours emergencies should be reported to the Police/Fire Communications Center - 911. I. Hazardous conditions shall be immediately remedied or secured to prevent further damage and /or protect public from injury. J. Incidents, altercations, or accident involving the public shall be reported to the Contract Administrator within 24 hours. The Contract Administrator, at his or her discretion, may require a written report from the Contractor describing the incident or accident. K. The Contractor, at his or her expense, will remedy any damage to City structures or plant material due to Contractor negligence in a timely manner. L. Contractor will coordinate with the Contract Administrator on the service day for each site. Turf: A. Turf areas to be maintained include medians, parks, and mow strips along paths. All turf shall be mowed to a height of 2 inch. Collection of grass clippings is required when large amounts of clumps are left on the turf Parks scheduled to be mowed every other week must have grass picked up. MAINTENANCE AGREEMENT - 10 - 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway.. com B. All grass around posts, fences, trees, enclosure boxes, vaults, valve boxes and other obstructions shall be edged or line trimmed for a neat appearance and kept level with the surrounding turf. No line trimming around wood post, structures or against bark. Should herbicide be used; the maximum radius of control shall not exceed 12" around post or trees and 6" on either side of a fence in a uniform neat application. C. All turf areas shall be hard blade edged along concrete sidewalks, curbs and landscape beds on a schedule specified in the Maintenance Standards. Extreme caution should be used to prevent chipping of concrete by hard blade edging equipment; use proper guards and precautions for public safety. Shrubs and Ground Cover Beds: A. Bed areas shall be kept in a weed free condition. All beds shall be weeded by mechanical and /or appropriate chemical means. The City reserves the right to limit the use of specific herbicides and /or applications of said herbicides. Casoron shall be used only with the approval of the Contract Administrator and only in very limited areas. Applications of any pesticide shall be applied according to label instructions and all laws and safety procedures adhered to. B. Ground cover shall be edged 4 to 6 inches behind all sidewalks, curbs and edges of landscape beds. C. Shrubs shall be properly pruned to maintain a natural shape. Special attention shall be made to all park entries. No use of power shears without the Contract Administrators approval. Hard Surfaces: A. Sidewalks, curbs, basketball courts, tennis courts and other hard surfaces shall be kept free of leaves, litter and debris. The use of power blowers is acceptable; however, accumulations of debris must be removed from the site, legally disposed of, and not blown onto adjacent property or onto street surfaces. B. All vegetation in sidewalks, curbs and other hard surface cracks or voids shall receive an approved herbicide application and be removed at the next site visit. In no case shall any pre or post- emergent herbicides with residual characteristics (i.e. Casoron) be used in these areas. Other Services: A. All litter, debris and animal feces shall be picked up from the Park; including but not limited to: turf, landscape beds, playgrounds, picnic areas and hard surface areas. The Contractor may dispose litter into a City approved garbage receptacle. B. The Contractor shall remove windfall branches from all areas for disposal. Wind fallen trees are not included in the contract. Leaves, needles, cones and other vegetative material shall be removed from all formal areas. Additional Site Specifications: VEHICLES IN PARK A. No vehicle shall be driven into any Park or onto any turf without prior approval from the Contract Administrator. Trucks and trailers shall remain in parking lots or parked along the adjacent street in a legal manner. MAINTENANCE AGREEMENT - 11 - 3/2017 fecleral Way CITY HALL A. No landscape bed work at this facility B. No shrubs, trees or hedge trimming at this facility. CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com MAINTENANCE AGREEMENT - 12 - 3/2017 4A■... Vecleral Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway.. com 1. Total Compensation: In return for the Services, the City shall pay the Contractor a total amount not to exceed Thirty -Six Thousand Two Hundred Sixty -Six and 20/100 Dollars ($36,266.20) and Washington State sales tax equal to Three Thousand Six Hundred Twenty -Six and 62/100 Dollars ($3,626.62) for a total of Thirty - Nine Thousand Eight Hundred Ninety -Two and 82/100 Dollars ($39,892.82). 2. Method of Compensation: 2017 and 2018 — Park Landscape Maintenance, Green Effects payout by month Total Task* Alderbrook City Hall Tax Monthly Routine Totals** Mar = 14x Apr = 23x May = 29x Jun = 23x Jul = 24x Aug = 28x Sept = 23x Oct = 26x Year Total $428.40 $703.80 $887.40 $703.80 $734.40 $856.80 $703.80 $795.60 $5,814.00 $427.00 $701.50 $884.50 $701.50 $732.00 $854.00 $701.50 $793.00 $5,795.00 Additional $85.54 $140.53 $177.19 $140.53 $146.64 $171.08 $140.53 $158.86 $1,160.90 Services - $400.00 Annual Total $940.94 $1,545.83 $1,949.09 $1,545.83 $1,613.04 $1,881.88 $1,545.83 $1,747.46 $12,769.90 $400.00 $13,169.90 Additional Services Hourly Rate $45.00 (Non- routine or additional requested work) *Total number of tasks performed each month as shown on Exhibit "A ". **Monthly totals shall be based upon the number of services (e.g. mowing, blowing, weeding etc.) provided for each month, the same unit cost is applied equally to all items of work. All work tasks must be completed within any given month in order to receive full payment for that month. MAINTENANCE AGREEMENT - 13 - 3/2017 CITY OF 4Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cilyoffederalway.com 2019 with 3% increase — Park Landscape Maintenance, Green Effects payout by month Total Task* Alderbrook City Hall Tax Monthly Routine Totals** Mar = 14x Apr = 23x May = 29x Jun = 23x Jul = 24x Aug = 28x Sept = 23x Oct = 26x Year Total $441.25 $724.91 $914.02 $724.91 $756.43 $882.50 $724.91 $819.47 $5,814.00 $439.81 $88.11 $722.56 $144.75 $911.04 $182.51 $722.55 $144.75 $753.96 $151.04 $879.62 $176.21 $722.55 $144.75 $816.79 $163.63 $5,968.87 $1,160.90 Additional Services - $400.00 Annual Total $969.17 $1,592.21 $2,007.57 $1,592.21 $1,661.43 $1,938.33 $1,592.21 $1,799.89 $13,153.02 $400.00 $13,553.02 Additional Services Hourly Rate $45.00 (Non- routine or additional requested work) *Total number of tasks performed each month as shown on Exhibit "A ". **Monthly totals shall be based upon the number of services (e.g. mowing, blowing, weeding etc.) provided for each month, the same unit cost is applied equally to all items of work. All work tasks must be completed within any given month in order to receive full payment for that month. MAINTENANCE AGREEMENT - 14 - 3/2017 ACOREP CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD /YYYY) 6/8/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER W Insurance Group 1007 Pacific Ave Tacoma WA 98402 INSURED GREEN EFFECTS, INC. PO BOX 2005 SUMNER CONTACT David Wiita NAME: PHONE (800)362 -5220 (A/C, No, Ext): E -MAIL ADDRESS: Dave @w -ins .com FAX (A/C, No): (800) 496 -6054 INSURER(S) AFFORDING COVERAGE INsuRERA:American States Ins Co NAIC N 19704 INSURER B :American Economy Ins Co. 19690 INSURER C :American States Insurance Company INSURER 0 : INSURER E : WA 98390 INSURER F : CL168523886 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM /DDIYYYYI POLICY EXP (MM /DD/YYYYI LIMITS A X COMMERCIAL GENERAL X LIABILITY OCCUR 01CH53332700 8/11/2016 8/11/2017 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE PREMISES SES (EaEoccurrence) $ 200,000 MED EXP (Any one person) $ 10 , 000 GE 'L AGGREGATE LIMIT APPLIES POLICY X JECT OTHER: PER: LOC PERSONAL 8ADVINJURY GENERAL AGGREGATE $ 1,000,000 $ 2,000,000 PRODUCTS - COMP /OPAGG $ 2,000,000 Employment Practices Liability $ 10 , 000 B AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS 02cE23545410 8/11/2016 8/11/2017 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Medical payments $ 5,000 C X UMBRELLA LIAB X EXCESS LIAB OCCUR CLAIMS -MADE 01SU43063240 8/11/2016 8/11/2017 EACH OCCURRENCE $ 5,000,000 $ 5,000,000 $ AGGREGATE DED X RETENTION$ 10,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? N / A (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below WA Stop Gap 01CH53332700 8/11/2016 8/11/2017 STATUTE ERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 $ 1, 000 , 000 E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Certificate holder and other related contracted interests are additional insured, but only if required by written contract, agreement or permit per endorsement CG 86 74 12 07, CG 86 72 10 02, CG 76 80 10 02, CA 71 10 03 07.Waiver of transfer of rights per endorsement CG 24 04 05 09. ELLATION City of Federal Way 33325 8th Ave s Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE David Wiita /DWI } j`e+ ^'4'- ' � ACORD 25 (2014/01) INS025 (201401) ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy number: 01CH53332700 COMMERCIAL GENERAL LIABILITY CG 86 74 12 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS LIABILITY PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: "as per written contract" DUTY TO DEFEND Paragraph a. of SECTION I — COVERAGE A and COVERAGE B is replaced by the following: a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of `bodily injury", `property damage" or "personal injury and advertising injury" to which this insurance applies. We will have the right and duty to defend the in- sured against any "suit" seeking those dam- ages. Our duty to defend begins once you notify us of a "suit" as described in SEC- TION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS, 2.b. However, we will have no duty to defend the insured against any "suit" seeking damages for `bodily injury ", "property damage ", or "personal injury or advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in SECTION III — LIMITS OF INSURANCE; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under COVERAGES A or B or medical expenses under COV- ERAGE C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under SUPPLEMENTARY PAYMENTS — COVERAGES A AND B. EMPLOYERS LIABILITY The last paragraph of exclusion e. of SECTION I — COVERAGE A is replaced by the following: This exclusion does not apply to liability assumed by the insured under an "insured contract" ex- cept for that part of a contract or agreement that indemnifies any person or organization for their sole liability. WRONGFUL EVICTION The following exclusion is added to SECTION I — COVERAGE B: The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises arising out of any: (1) "property damage" to the room, dwell- ing or premises; or (2) "bodily injury" sustained through occu- pancy of a room, dwelling or premises. Safeco and the Safeco logo are registered trademarks of Safeco Corporation CG 86 74 12 07 Page 1 of 5 EP . ^• REPRINTED FROM THE FORMS LIBRARY ' ^` ADDITIONAL INSURED — BY WRITTEN CON- TRACT, AGREEMENT OR PERMIT, OR SCHED- ULE The following paragraph is added to SECTION II — WHO IS AN INSURED: 4. Any person or organization shown in the Sched- ule or for whom you are required by written con- tract, agreement or permit to provide insurance is an insured, subject to the following additional provisions: a. The contract, agreement or permit must be in effect during the policy period shown in the Declarations, and must have been exe- cuted prior to the "bodily injury", "property damage ", or "personal and advertising injury". b. The person or organization added as an in- sured by this endorsement is an insured only to the extent you are held liable due to: (1) The ownership, maintenance or use of that part of premises you own, rent, lease or occupy, subject to the following additional provisions: (a) This insurance does not apply to any "occurrence" which takes place after you cease to be a tenant in any premises leased to or rented to you; (b) This insurance does not apply to any structural alterations, new con- struction or demolition operations performed by or on behalf of the person or organization added as an insured; (2) Your ongoing operations for that in- sured, whether the work is performed by you or for you; The maintenance, operation or use by you of equipment leased to you by such person or organization, subject to the following additional provisions: (3) (a) This insurance does not apply to any "occurrence" which takes place after the equipment lease expires; (b) This insurance does not apply to "bodily injury" or `property damage" arising out of the sole negligence of such person or or- ganization; (4) Permits issued by any state or political subdivision with respect to operations performed by you or on your behalf, subject to the following additional pro- vision: This insurance does not apply to `bodily injury", `property damage ", or "personal and advertising injury" arising out of operations performed for the state or municipality; c. The insurance with respect to any architect, engineer, or surveyor added as an insured by this endorsement does not apply to "bodily injury", "property damage ", or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, in- cluding: (1) The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change or- ders, designs or specifications; and (2) Supervisory, inspection or engineering services. d. This insurance does not apply to `bodily injury" or "property damage" included within the `products- completed operations hazard ". e. A person's or organization's status as an in- sured under this endorsement ends when your operations for that insured are com- pleted. f. No coverage will be provided if, in the ab- sence of this endorsement, no liability would be imposed by law on you. Coverage shall be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. The defense of any claim or "suit" must be tendered as soon as practicable to all other insurers which potentially provide insurance for such claim or "suit ". g. h. The insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or (2) The coverage and /or limits required by said contract, agreement or permit. NON -OWNED WATERCRAFT AND NON -OWNED AIRCRAFT LIABILITY Exclusion g. of SECTION I — COVERAGE A is re- placed by the following: Page 2 of 5 g. "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented REPRINTED FROM THE FORMS LIBRARY ' ^` or loaned to any insured. Use includes oper- ation and loading or unloading ". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the `bodily injury" or "property damage" involved the ownership, mainte- nance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any in- sured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge; Parking an "auto" on, or on the ways next to, premises you own or rent, pro- vided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, mainte- nance or use of aircraft or watercraft; or "Bodily injury" or "property damage" arising out of: (a) the operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor ve- hicle insurance law in the state where it is licensed or principally garaged; or (b) the operation of any of the machin- ery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment ". (6) An aircraft you do not own provided it is not operated by any insured. (3) (5) TENANTS PROPERTY DAMAGE LIABILITY When Damage To Premises Rented To You Limit is shown in the Declarations, SECTION I — COVER- AGE A, exclusion j., is replaced by the following: j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, in- cluding any costs or expenses incurred by you, or any other person, organiza- tion or entity, for repair, replacement, enhancement, restoration or mainte- nance of such property for any reason, including prevention of injury to a per- son or damage to another's property; (2) Premises you sell, give away or aban- don, if the "property damage" arises out of any part of those premises; Property loaned to you; (3) (4) Personal property in the care, custody or control of the insured; That particular part of real property on which you or any contractors or sub- contractors working directly or indirectly on your behalf are performing oper- ations, 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. Paragraphs (1), (3) and (4) of this exclusion do not apply to `property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you. A separate limit of insurance applies to Damage To Premises Rented To You as described in SECTION III — LIMITS OF INSURANCE. Paragraph (2) of this exclu- sion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclu- sion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not ap- ply to "property damage" included in the "products- completed operations hazard ". (5) Paragraph 6. of Section III is replaced by the follow- ing: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under COVERAGE A for damages be- cause of "property damage" to any one prem- ises, while rented to you, or in the case of damage by fire, while rented to you or temporar- ily occupied by you with permission of the owner. CG 86 74 12 07 Page 3 of 5 EP "" REPRINTED FROM THE FORMS LIBRARY ' «. The Damage To Premises Rented To You Limit is the higher of $200,000 or the amount shown in the Dec- larations as Damage To Premises Rented To You Limit. WHO IS AN INSURED — MANAGERS The following is added to Paragraph 2.a. of SECTION 11 — WHO IS AN INSURED: Paragraph (1) does not apply to executive officers, or to managers at the supervisory level or above. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B — BAIL BONDS Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is replaced by the follow- ing: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B — INDEMNITEES AND ADDITIONAL IN- SUREDS Paragraph 2.f.(1) (d) of SUPPLEMENTARY PAY- MENTS — COVERAGES A AND B is replaced by the following: (d) Cooperate with us with respect to coordinating other applicable insurance and self- insured retention available to the in- demnitee; and EMPLOYEES AS INSUREDS — HEALTH CARE SERVICE Paragraph 2.a.(1) d. of SECTION II — WHO IS AN INSURED is deleted, unless excluded by separate endorsement. EXTENDED COVERAGE FOR NEWLY ACQUIRED ORGANIZATIONS Paragraph 3.a. of SECTION II — WHO IS AN IN- SURED is replaced by the following: a. Coverage under this provision is afforded only until the end of the policy period. EXTENDED "PROPERTY DAMAGE" Exclusion a. of SECTION I — COVERAGE A is amended to read: a. `Bodily injury" or "property damage" ex- pected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or `property damage" result- ing from the use of reasonable force to pro- tect persons or property. INCREASED MEDICAL EXPENSE LIMIT The medical expense limit is amended to $10,000. KNOWLEDGE OF OCCURRENCE The following is added to Paragraph 2. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS Duties In The Event Of Occurrence, Offense, Claim Or Suit of: Knowledge of an "occurrence ", claim or "suit" by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee. INSURED CONTRACT The following definition is added to SECTION V — DEFINITIONS, Definition 9. "insured contract" par- agraph f.: (4) That part of any contract or agree- ment that indemnifies any person or organization for the indemnitee's sole tort liability. OTHER INSURANCE The first paragraph of Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CON- DITIONS is replaced with the following: If other valid and collectible insurance, or any self -in- sured retention, is available to the insured for a loss we cover under COVERAGE A or B of this Coverage Part, our obligations are limited as follows: METHOD OF SHARING The second paragraph of 4.c. Method of Sharing of SECTION IV — COMMERCIAL GENERAL LIABIL- ITY CONDITIONS is replaced with the following: If any of the other insurance does not permit contri- bution by equal shares or is subject to a self- insured retention, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance or self- insured re- tention or both combined to the total applicable limits Page 4 of 5 "" REPRINTED FROM THE FORMS LIBRARY ' ^` of insurance of all insurers and the amount of any self- insured retention. UNINTENTIONAL FAILURE TO DISCLOSE ALL HAZARDS The following is added to Paragraph 6. Representa- tions of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If you unintentionally fail to disclose any hazards ex- isting at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non - renewal. LIBERALIZATION CLAUSE The following paragraph is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDI- TIONS: 10. If a revision to this Coverage Part, which would provide more coverage with no additional premium, becomes effective during the policy period in the state shown in the Declarations, your policy will automatically provide this addi- tional coverage on the effective date of the re- vision. CG 86 74 12 07 Page 5 of 5 EP CG 86 72 10 02 Policy number: 01CH53332700 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 SCHEDULE Name of Person or Organization: Any person or org. for whom you are required by written contract, agreement or permit to provide competed operations coverage. Location and Description of Completed Operations: Your work on all jobs at all locations for the named person or organization. Additional Premium: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) SECTION II — WHO IS AN INSURED is amended to include as an insured the person or organization shown in the Schedule, but only to the extent you are held liable due to your work" at the location designated and described in the schedule of this endorsement for that insured and included in the `product- completed operations hazard", CO 86 72 10 02 Includes Copyrighted Information of ISO Properties, Inc., 2001 with permission Safem and the Wino bp are reseed trademarks d Salem Corpora tion EP AFP-META2- 05- PRIf4Tb01- 506)-Ot3 -G CG 76 80 10 02 Policy number: 01CH53332700 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: "any person or organization for whom you are required by written contract, agreement or permit to provide primary and non - contributory additional insured coverage" (if no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person or organization shown in the Schedule subject to the following provisions: 1. The additional insured is an insured but only for liability directly resulting from: a. your ongoing operations for the additional in- sured whether the work is performed by you or for you; or b. the general supervision of your ongoing op- erations by the additional insured. 2. This insurance does not apply to: a. "Bodily injury" or "property damage" arising out of any act or omission of, or for defects in design furnished by or for, the additional insured or b. "Bodily injury" or "property damage" in- cluded within the '`products-completed oper- ations hazard." A person's or organization's status as an additional insured under this endorsement ends when your op- erations for that insured are completed. No coverage will be provided if, in the absence of this endorsement, no liability would be imposed by law on you. Coverage shall be limited to the extent of your negligence or fault according to the applicable princi- ples of comparative fault. The insurance provided will not exceed the lesser of: a. The coverage and/or limits of this policy, or b. The coverage and/or limits required by the contract, agreement or permit. With respect to the insurance afforded the additional insured, paragraph 4. of SECTION IV — COMMER- CIAL GENERAL LIABILITY CONDITIONS is de- leted and replaced by the following: 4. Other Insurance a. This insurance is primary and noncontrib- utory, and our obligations are not affected by any other insurance where the additional in- sured is the Named Insured, whether pri- mary, excess, contingent, or on any other basis; however, the defense of any claim or "suit" must be tendered as soon as practi- cable to all other insurers which potentially provide insurance for such claim or "suit ". b. This additional provision applies only to the . additional insured shown in the Schedule and the coverage provided by this endorse- ment. Salem ar4 the Safcco logo are regiswed a.adexnarits of Sa1ecD Cofporatioe CO 76 00 '0 02 EP " "' REPRSRITEDFFQM THE FORMS LIBRARY •"• COMMERCIAL AUTO CA 71 10 03 07 Policy Number 02CE23545410 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO PLUS 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 the endorsement. EXTENDED CANCELLATION CONDITION BLANKET ADDITIONAL INSURED Paragraph 2.b. of the CANCELLATION Common Policy Condition is replaced by the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. TEMPORARY SUBSTITUTE AUTO — PHYSICAL DAMAGE COVERAGE Under paragraph C. — CERTAIN TRAILERS, MO- BILE EQUIPMENT AND TEMPORARY SUBSTITUTE AUTOS of SECTION 1 — COVERED AUTOS, the following is added: If Physical Damage coverage is provided by this Cov- erage Form, then you have coverage for: Any "auto" you do not own while used with the per- mission of its owner as a temporary substitute for a covered "auto" you own that is out of service be- cause of its breakdown, repair. servicing, loss" or destruction. BROAD FORM NAMED INSURED SECTION 11 — LIABILITY COVERAGE — A,1. WHO IS AN INSURED provision is amended by the addition of the following: d. Any business entity newly acquired or formed by you during the policy period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisi- tion or formation of the business entity. Coverage under this provision is afforded only until the end of the policy period. SECTION 11 — LIABILITY COVERAGE — A.1. WHO IS AN INSURED provision is amended by the addition of the following: e. Any person or organization for whom you are re- quired by an "insured contract" to provide insur- ance is an `insured ", subject to the following additional provisions: (1) The Insured contract" must be in effect during the policy period shown in the Decla- rations. and must have been executed prior to the "bodily injury" or "property damage ". (2) This person or organization is an "insured" only to the extent you are liable due to your ongoing operations for that insured, whether the work is performed by you or for you, and only to the extent you are held liable for an "accident" occurring while a covered "auto" is being driven by you or one of your em- ployees. There is no coverage provided to this person or organization for "bodily injury" to its em- ployees, nor for "property damage" to its property. (4) Coverage for this person or organization shall be limited to the extent of your negli- gence or fault according to the applicable principles of comparative negligence or fault. The defense of any claim or "suit" must be tendered by this person or organization as soon as practicable to all other insurers which potentially provide insurance for such claim or "suit ". (3) (5) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright, Insurance Services Office, Inc., 1997 Saferxt and the Salem bile are registered tradelnerKS et Seleeo Corporation CA 71 10 03 07 Page 1 of 6 EP EP?:tdTEDFROM THE FORMS LIBRARY (6) The coverage provided will not exceed the lesser of: (a) The coverage and/or limits of this policy: or (b) The coverage and /or limits required by the "insured contract ". (7) A person's or organization's status as an "insured" under this subparagraph d ends when your operations for that "insured" are completed. EMPLOYEE AS INSURED Under Paragraph A. of Section II — LIABILITY COV- ERAGE item f. is added as follows: Your "employee" while using his owned "auto ", or an "auto" owned by a member of his or her household, in your business or your personal affairs, provided you do not own, hire or borrow that `auto ". This coverage is excess to any other collectible insurance coverage. FELLOW EMPLOYEE COVERAGE Exclusion 5. FELLOW EMPLOYEE of SECTION II — LIABILITY COVERAGE — B. EXCLUSIONS is amended by the addition of the following: However, this exclusion does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire, and provided that any coverage under this provision only applies in excess over any other collectible insurance, BLANKET WAIVER OF SUBROGATION We waive the right of recovery we may have for pay- ments made for "bodily injury" or "property damage" on behalf of the persons or organizations added as "insureds" under Section II — LIABILITY COVERAGE - A.1.D. BROAD FORM NAMED INSURED and A.1.e. BLANKET ADDITIONAL INSURED. PHYSICAL DAMAGE — ADDITIONAL TRANS- PORTATION EXPENSE COVERAGE The first sentence of paragraph A.4. of SECTION III — PHYSICAL DAMAGE COVERAGE is amended as follows: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. PERSONAL EFFECTS COVERAGE A. SECTION 111 — PHYSICAL DAMAGE COVER- AGE, A.4. COVERAGE EXTENSIONS, is amended by adding the following: c. Personal Effects Coverage For any Owned "auto" that is involved in a covered "loss ", we will pay up to $500 for "personal effects" that are lost or damaged as a result of the covered "loss ", without applying a deductible. EXTRA EXPENSE — BROADENED COVERAGE Paragraph A. — COVERAGE of SECTION I11 — PHYSICAL DAMAGE COVERAGE is amended to add: 5. We will pay for the expense of returning a stolen covered "auto" to you. 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. NEW VEHICLE REPLACEMENT COST Under Paragraph C — LIMIT OF INSURANCE of Section III — PHYSICAL DAMAGE COVERAGE sec- tion 2 is amended as follows: 2. An adjustment for depreciation and physical con- dition will be made in determining actual cash value in the event of a total Toss. However, in the event of a total loss to your "new vehicle" to which this coverage applies, as shown in the declarations, we will pay at your option: a. The verifiable "new vehicle" purchase price you paid for your damaged vehicle, not in- cluding any insurance or warranties pur- chased; b. The purchase price, as negotiated by us, of a new vehicle of the same make, model and equipment, not including any furnishings, parts or equipment not installed by the manufacturer or manufacturer's dealership. If the same model is not available pay the purchase price of the most similar model available; Page 2 of 6 "`•, REPRSNTEDFROM THE FORMS L ©RARY •"• c. The market value of your damaged vehicle, not including any furnishings, parts or equip- ment not installed by the manufacturer or manufacturer's dealership. This coverage applies only to a covered "auto" of the private passenger, light truck or medium truck type (20,000 Ibs or less gross vehicle weight) and does not apply to initiation or set up costs associated with loans or leases. TWO OR MORE DEDUCTIBLES Under SECTION III — PHYSICAL DAMAGE COV- ERAGE, if two or more "company" policies or cover- age forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deduct- ible is the smaller (or smallest) deduct- ible it will be waived; or b. If the applicable Business Auto deduct- ible is not the smaller (or smallest) de- ductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Busi- ness Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement "company" means: a. Safeco Insurance Company of America b. American States Insurance Company c. General Insurance Company of America d. American Economy Insurance Company e. First National Insurance Company of America f. American States Insurance Company of Texas American States Preferred Insurance Company h. Safeco Insurance Company of Illinois g. LOAN /LEASE GAP COVERAGE Under paragraph C — LIMIT OF INSURANCE of SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added: 4. The most we will pay for a total "loss" in any one "accident" is the greater of the following, subject to a 51,500 maximum limit: a. Actual cash value of the damaged or stolen property as of the time of the loss ", less an adjustment for depreciation and physical condition; or b. Balance due under the terms of the loan or lease that the damaged covered "auto" is subject to at the time of the loss", less any one or all of the following adjustments: (1) Overdue payment and financial penalties associated with those payments as of the date of the "loss ". (2) Financial penalties imposed under a lease due to high mileage, exces- sive use or abnormal wear and tear. Costs for extended warranties, Cre- dit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease. (4) Transfer or rollover balances from previous loans or leases. Final payment due under a "Balloon Loan ". (6) The dollar amount of any un- repaired damage that occurred prior to the "total loss" of a covered "auto ". Security deposits not refunded by a lessor. All refunds payable or paid to you as a result of the early termination of a lease agreement or any war- ranty or extended service agree- ment on a covered "auto ". (3) (5) (7) (8) (8) Any amount representing taxes. (10) Loan or lease termination fees GLASS REPAIR — WAIVER OF DEDUCTIBLE Under paragraph D. -- DEDUCTIBLE of SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. AMENDED DUTIES IN THE EVENT OF ACCI- DENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITION 2.a. — DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS — of SECTION IV — BUSINESS AUTO CONDITIONS that you must notify us of an CA 71 10 03 07 Page 3 of 6 EP "•" REPSRiN TEDFROM THE FORMS LIBRARY. '• "accident" applies only when the "accident" is known to: (1) You. if you are an individual: (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager. if you are a corporation. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV -- BUSINESS AUTO CONDITIONS — B.2. is amended by the addition of the following: If you unintentionally fail to disclose any hazards ex- isting at the inception date of your policy, we will riot deny coverage under this Coverage Form because of such failure. However. this provision does not affect our right to collect additional premium or exercise our right of cancellation or non - renewal. HIRED AUTO — LIMITED WORLD WIDE COVER- AGE Under Section IV — Business Conditions, Paragraph B.7.b.e(1) is replaced by the following: (1) The "accident" or loss" results from the use of an "auto" hired for 30 days or Tess. RESULTANT MENTAL ANGUISH COVERAGE SECTION V — DEFINITIONS — C. is replaced by the following: "Bodily injury" means bodily injury, sickness or dis- ease sustained by a person including mental anguish or death resulting from any of these. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability cov- erage 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. The most we will pay for loss to any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is smallest, minus a deductible. The de- ductible will be equal to the largest deductible appli- cable to any owned "auto" of the private passenger or Tight truck type for that coverage. Hired Auto Phy- sical Damage coverage is excess over any other col- lectible 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. HIRED AUTO PHYSICAL DAMAGE COVERAGE — LOSS OF USE SECTION III — PHYSICAL DAMAGE A.4.b. Form does not apply. Subject to a maximum of $1,000 per accident, we will cover loss of use of a hired "auto" if it results from an accident. you are legally liable and the lessor in- curs an actual financial Toss. RENTAL REIMBURSEMENT COVERAGE A. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" be- cause of a covered "loss" to a covered "auto ". Payment applies in addition to the otherwise ap- plicable amount of each coverage you have on a covered "auto ". No deductibles apply to this coverage. B. We will pay only for those expenses incurred 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: 1. 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. 2. 30 days. C. Our payment is limited to the lesser of the fol- lowing amounts: 1. Necessary and actual expenses incurred. 2. S50 per day. D. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. E. If "loss" results from the total theft of a covered `auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not al- ready provided for under the PHYSICAL DAM- AGE COVERAGE Coverage Extension. F. The Rental Reimbursement Coverage described above does not apply to a covered "auto" that is described or designated as a covered "auto" on Pane 4 a! 6 "•" REeRiNTED FRCM'HE FORMS LiERARY •••• Rental Reimbursement Coverage Form CA 99 23. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE A. Coverage 1. We will pay with respect to a covered "auto" for loss" to any electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which is permanently installed in the covered "auto" at the time of the "loss ", and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto ". 2. We will pay with respect to a covered "auto" for "loss" to any accessories used with the electronic equipment described in paragraph A.1. above. However, this does not include tapes, records or discs. 3. If Audio, Visual and Data Electronic Equip- ment Coverage form CA 99 60 or CA 99 94 is attached to this policy, then the Audio, Vi- sual and Data Electronic Equipment Cover- age described above does not apply. 8. Exclusions The exclusions that apply to PHYSICAL DAM- AGE COVERAGE, except for the exclusion relat- ing to Audio, Visual and Data Electronic Equipment, also apply to this coverage. In addi- tion, the following exclusions apply: We will not pay for either any electronic equip- ment or accessories used with such electronic equipment that is: 1. Necessary for the normal operation of the covered "auto" for the monitoring of the covered "auto's" operating system; or 2. Both: a. an integral part of the same unit housing any sound reproducing equipment de- signed solely for the reproduction of sound if the sound reproducing equipment is permanently installed in the covered "auto "; and b. permanently installed in the opening of the dash or console normally used by the manufacturer for the installation of a radio. C. Limit of Insurance With respect to this coverage, the LIMIT OF IN- SURANCE provision of PHYSICAL DAMAGE COVERAGE is replaced by the following: 1. The most we will pay for "loss" to audio, vi- sual or data electronic equipment and any accessories used with this equipment as a result of any one "accident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss "; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. c. S1,000. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of the 'loss ". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D. Deductible 1. If "loss" to the audio, visual or data elec- tronic equipment or accessories used with this equipment is the result of a "loss" to the covered "auto" under the Business Auto Coverage Form's Comprehensive or Colli- sion Coverage, then for each covered "auto" our obligation to pay for, repair, return or re- place damaged or stolen property will be re- duced by the applicable deductible shown in the Declarations. Any Comprehensive Cov- erage deductible shown in the Declarations does not apply to "loss" to audio, visual or data electronic equipment caused by fire or lightning. 2. If "loss" to the audio, visual or data elec- tronic equipment or accessories used with this equipment is the result of a "loss" to the covered "auto" under the Business Auto Coverage Form's Specified Causes of Loss Coverage, then for each covered "auto° our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a S100 deductible. 3. If "loss" occurs solely to the audio, visual or data electronic equipment or accessories used with this equipment, then for each cov- ered "auto" our obligation to pay for, repair, CA 71 10 03 07 Page 5 of 6 EP " "' REr iNTEDFROM THE FORMS LGRARY •"' return or replace damaged or stolen property will be reduced by a $100 deductible. 4. In the event that there is more than one ap- plicable deductible, only the highest deduct- ible will apply. In no event will more than one deductible apply. SECTION V — DEFINITIONS is amended by adding the following: Q. "Personal effects" means your tangible property that is worn or carried by you, ex- cept for tools, jewelry, money, or securities. R. New vehicle" means any "auto" of which you are the original owner and the "auto" has not been previously titled and is less than 365 days past the purchase date. Fame 6 of 6 THIS ENDORSEMENT COMMERCIAL GENERAL LIABILITY CG 25 ©30397 Policy number: 01CH53332700 CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECTS GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Projects: Your work on all jobs at all locations (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVERAGE A (SECTION I) and for all medical expenses caused by acci- dents under COVERAGE C (SECTION 1), which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each de- signated construction project, and that limit is equal to the amount of the General Ag- gregate Limit shown in the Declarations. 2. The Designated Construction Project Gen- eral Aggregate Limit is the most we will pay for the sum of all damages under COVER- AGE A, except damages because of 'bodily injury" or "property damage" included in the "products - completed operations hazard ", and for medical expenses under COVER- AGE C regardless of the number of: a. Insureds; CG 25030357 b. Claims made or suits" brought; or c. Persons or organizations making claims or bringing "suits ". 3. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the Desig- nated Construction Project General Aggre- gate Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit shown in the Dec- larations nor shall they reduce any other De- signated Construction Project General Aggregate Limit for any other designated construction proejct shown in the Schedule above, 4. The limits shown in the Declarations for Each Occurrence. Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. Copyright, Insurance Services Office, Inc., 1996 Salem and the Sec ,c are regis.ered tradefrerka of Saieco Orperatkm Page 1 of 2 EP B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVERAGE A (SECTION 1), and for all medical expenses caused by acci- dents under COVERAGE C (SECTION 1), which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above! 1. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products - Completed Operations Ag- gregate Limit, whichever is applicable: and 2. Such payments shall not reduce any Desig- nated Construction Project General Aggre- gate Limit. C. When coverage for liability arising out of the products- completed operations hazard" is pro- vided, any payments for damages because of "bodily injury" or "propery damage" included in the 'products-completed operations hazard" will reduce the Products - Completed Operations Ag- gregate Limit. and not reduce the General Ag- gregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of Limits Of Insurance (SECTION 111) not otherwise modified by this endorsement shall continue to apply as stipulated. Pap 2 ot 2 Policy number: 01CH53332700 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or org, for whom you are required by written contract, agreement or permit to provide completed operations coverage. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -- Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or CG 24 04 05 09 damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. 05 Insurance Services Office, Inc., 2008 Safoco and the Safw) tgo a regnterod :radtxraNs of Saiaco Co!pcmtion EP