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HomeMy WebLinkAboutHLA Engineering & Land Surveying Inc - River Trunk Line Survey (Agreement No. 20-015)PROFESSIONAL SERVICES AGREEMENT River Trunk Line Survey Agreement No. 20-024 THIS AGREEMENT is made and entered into between the City of Pasco, a Washington Municipal Corporation, hereinafter referred to as "City", and HLA Engi Bering & Land Surveying, Inc., hereinafter referred to as "Consultant," on the day of )2020. RECITALS WHEREAS, the City desires to have certain services and/or tasks performed as set forth below requiring specialized skills, training, equipment, and other supportive capabilities; and WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills, experience, equipment, and necessary capabilities, including: technical and professional expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon which the City is relying. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 1. Scope of Services. The Consultant shall perform such services and accomplish such tasks, including the furnishing of all labor, materials, facilities and equipment necessary for full performance thereof, as identified and designated as Consultant's Responsibilities throughout this Agreement, and as more particularly described in Scope of Work detailed in [Exhibit A], attached hereto and incorporated herein (the "Project"). 2. Term. This Project shall begin on the execution date listed above and promptly be completed by 9/30/2020. 3. Compensation and Payment. 3.1 Payment for services provided hereunder shall be made following the performance of such services. Such payment shall be full compensation for work performed or services rendered, and for all labor, materials, supplies, equipment, and incidentals necessary to complete the Project. 3.2 No payment shall be made for any services rendered by the Consultant except for services identified and set forth in this Agreement except as may be authorized by a written supplemental agreement approved by the City. 3.3 The City shall pay the Consultant for work performed under this Agreement upon timely submitted invoices detailing work performed and expenses for which reimbursement is sought. The City shall approve all invoices before payment is Professional Services Agreement — HLA Engineering & Land Surveying, Inc. Agreement No. 20-024 River Trunk Line Survey Page 1 of 9 issued. Payment shall occur within thirty (30) days of receipt and approval of an invoice. 3.4 The City shall pay the Consultant for all work performed and expenses incurred under this Agreement, as follows. ® Hourly (Multiple Rate): Such rates as identified within Exhibit A, plus actual expenses incurred as provided under this Agreement, but not to exceed a total of $20.500.00 without the prior written authorization by the City. Consultant Billing Rates are identified within Exhibit B. 4. Reports and Inspections. 4.1 The Consultant at such times and in such forms as the City may require, shall furnish to the City such statements, records, studies, surveys, reports, data, and information as the City may request pertaining to matters covered by this Agreement. 4,2 The Consultant shall, at any time during normal business hours and as often as the City or the Washington State Auditor may reasonably deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the City, or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The City shall receive a copy of all audit reports made by the agency or firm as to the Consultant's activities. The City may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the Consultant's activities which relate, directly or indirectly, to this Agreement. Consultant shall be provided a copy of such reports. 4.3 The Consultant, during the term of this Agreement, shall obtain all permits and registration documents necessary for the performance of its work and for the execution of services at its own expense, and shall maintain .its validity. Upon request, the Consultant shall deliver to the City copies of these licenses, registration documents, and permits or proof of their issuance or renewal. 4.4 Consultant shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement, and shall maintain such accounting procedures and practices as may be necessary 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 as provided above. 4.5 The Consultant shall retain all books, records, documents or other material relevant to this Agreement for three (3) years after its expiration. Consultant agrees that the City, or its designee, shall have full access and right to examine any of said materials at all reasonable times during this period. Professional Services Agreement — HLA Engineering & Land Sin-veying, Inc. Agreement No. 20-024 River Trunk Line Survey Page 2 of 9 5. Ownershiu and Use of Documents. 5.1 All research, tests, surveys, preliminary data, information, drawings and documents made, collected, or prepared by the Consultant for performing the services subject to this Agreement, as well as any final product, collectively referred to as "work product," shall be deemed as the exclusive property of the City, including copyright as secured thereon. Consultant may not use them except in connection with the performance of the services under this Agreement or with the prior written consent of the City. Any prior copyrighted materials owned by the Consultant and utilized in the performance of the services under this Agreement, or embedded in with the materials, products and services provided thereunder, shall remain the property of the Consultant subject to a license granted to the City for their continued use of the products and services provided under this Agreement. Any work product used by the Consultant in the performance of these services which it deems as "confidential," "proprietary," or a "trade secret" shall be conspicuously designated as such. 5.2 In the event of Consultant's default, or in the event that this Agreement is terminated prior to its completion, the work product of the Consultant, along with a summary of the services performed to date of default or termination, shall become the property of the City, and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of services provided shall be prepared at no additional cost, if the Agreement is terminated through default by the Consultant. If the Agreement is terminated through convenience by the City, the City agrees to pay Consultant for the preparation of the summary of services provided. 6. Public Records. 6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW "Public Records Act." All preliminary drafts or notes prepared or gathered by the Consultant, and recommendations of the Consultant are exempt prior to the acceptance by the City or public citation by the City in connection with City action. 6.2 If the Consultant becomes a custodian of public records of the City and request for such records is received by the City, the Consultant shall respond to the request by the City for such records within five (5) business days by either providing the records, or by identifying in writing the additional time necessary to provide the records with a description of the reasons why additional time is needed. Such additional time shall not exceed twenty (20) business days unless extraordinary good cause is shown. 6.3 In the event the City receives a public records request for protected work product of the Consultant within its possession, the City shall, prior to the release of any protected work product or as a result of a public records request or subpoena, provide Consultant at least ten (10) business days prior written notice of the pending Professional Services Agreement — HLA Engineering & Land Surveying, Inc. Agreement No. 20-024 River Trunk Line Survey Page 3 of 9 release and to reasonably cooperate with any legal action which may be initiated by the Consultant to enjoin or otherwise prevent such release. 7. Independent Contractor Relationship. 7.1 The parries intend that an independent contractor relationship is created by this Agreement. The City is interested primarily in the results to be achieved; subject to the scope of services and the specific requirements of this Agreement, the implementation of services will lie solely with the discretion of the Consultant. No agent, employee, officer or representative of the Consultant shall be deemed to be an employee, agent, officer, or representative of the City for any purpose, and the employees of the Consultant are not entitled to any of the benefits or privileges the City provides for its employees. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, officers, subcontractors or representatives during the performance of this Agreement. 7.2 In the performance of the services provided in this Agreement, Consultant is an independent contractor with full authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the City and shall be subject to the City's general rights of inspection and review to secure the satisfactory completion thereof. 7.3 The Consultant shall comply with all State and Federal laws including, but not limited to: 7.3.1 The definition requirements of RCW 50.04.140 (Employment Security). 7.3.2 RCW 51.08.195 (Industrial Insurance). 7.3.3 Obtain a City of Pasco business license. 7.4 The City may, at its sole discretion, require the Consultant to remove any employee, agent or servant from employment on this Project who, in the City's sole discretion, may be detrimental to the City's interest. 8. Indemnification. 8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 8.2 However, 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 Professional Services Agreement — HLA Engineering & Land Surveying, Inc. Agreement No. 20-024 River Trunk Line Survey Page 4 of 9 concurrent negligence of the Consultant, and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 8.3 No liability shall attach to the City by reason of entering into this Agreement except as expressly provided herein. 8.4 This indemnification shall include damages, penalties and attorney fees sustained as a result of Consultant's delayed or failed performance of Section 6 above. 9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the. Consultant, its agents, representatives, employees, or subcontractors. The Consultant's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types and coverage described below: 9.1.1 Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 9.1.2 Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26. 9.1.3 Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 9.1.4 Professional Liability insurance appropriate to the Consultant's profession. 9.2 Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: Professional Services Agreement — HLA Engineering & Land Surveying, Inc. Agreement No. 20-024 River Trunk Line Survey Page 5 of 9 9.2.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident.. 9.2.2 Commercial General Liability insurance shall be written with limits no less than: ® $2,000,000 each occurrence; and ® $2,000,000 general aggregate; 9.2.3 Professional Liability insurance shall be written with limits no less than: ® $2,000,000 per claim; and ® $2,000,000 policy aggregate limit; 9.3 Other Insurance Provision. The Consultant's Automobile Liability, Professional Liability, and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the City. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 9.3.1 The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 9.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. 9.5 Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including, but not necessarily limited to, the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 9.6 Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation within two (2) business days of their receipt of such notice. 9.7 City Full Availability of Consultant Limits. If the Consultant maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. 9.8 Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the Professional Services Agreement — HLA Engineering & Land Surveying, Inc. Agreement No. 20-024 River Trunk Line Survey Page 6 of 9 City may, after giving five (5) business days notice to the Consultant to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 10. Nondiscrimination. In the performance of this Agreement, the Consultant will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Consultant shall ensure that applicants are employed, and that employees are treated during employment in the performance of this Agreement without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. Consultant shall take such action with respect to this Agreement as may be required to ensure full compliance with local, State and Federal laws prohibiting discrimination in employment. 11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed nor retained any company, firm, or person, other than a bona fide employee working exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to pay any company, person or firm, other than a bona fide employee working exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to terminate this Agreement. 12. Assignment and Subcontracting. 12.1 The City has awarded this Agreement to the Consultant due to its unique qualifications to perform these services. The Consultant shall not assign (or subcontract other than as specifically identified in Exhibit A) its performance under this Agreement or any portions of this Agreement without the prior written consent of the City, which consent must be sought at least thirty (30) days prior to the date of any proposed assignment. 12.2 Any work or services assigned or subcontracted hereunder shall be subject to each provision of this Agreement including Section 6, Public Records; Section 10, Nondiscrimination; proper bidding procedures where applicable; and all local, State and Federal statutes, ordinances and guidelines. 12.3 Any technical or professional service subcontract not listed in this Agreement, must have prior written approval by the City. 13. Termination. Professional Services Agreement — HLA Engineering & Land Surveying, Inc. Agreement No. 20-024 River Trunk Line Survey Page 7 of 9 13.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon giving the other party no less than ten (10) business days written notice in advance of the effective date of such termination. 13.2 Termination for Cause. If the Consultant fails to perform in the manner called for in this Agreement, or if the Consultant fails to comply with any other provisions of this Agreement and fails to correct such noncompliance within five (5) business days of written notice thereof, the City may terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on the Consultant setting forth the manner in which the Consultant is in default. The Consultant will only be paid for services and expenses complying with the terms of this Agreement, incurred prior to termination. 14. General Provisions. 14.1 For the purpose of this Agreement, time is of the essence. 14.2 Notice. Notice provided for in this Agreement shall be sent by: 1.4.2.1 Personal service upon the Project Administrators; or 14.2.2 Certified mail to the physical address of the parties, or by electronic transmission to the e-mail addresses designated for the parties below. 14.3 The Project Administrator for the purpose of this Agreement shall be: 14.3.1 For the City: Steve M. Worley, RE, or his/her designee Public Works Director 525 North 3'a PO Box 293 Pasco WA 99301 WorlgyS@pasco-wa.gov (e-mail address) 14.3.2 For the Consultant; Eric T. Herzog, PLS, or his/her designee Vice President 2803 River Road Yakima, WA 98902 eherzognhlacivil.com (e-mail address) 15. Dispute Resolution. 15.1 This Agreement has been and shall be construed as having been made and entered into and delivered within the State of Washington and it is agreed by each party Professional Services Agreement — HLA Engineering & Land Surveying; Inc. Agreement No. 20-024 River Trunk Line Survey Page 8 of 9 hereto that this Agreement shall be governed by the laws of the State of Washington. 15.2 In the event of a dispute regarding the enforcement, breach, default, or interpretation of this Agreement, the Project Administrators, or their designees, shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other similar event or other provision of this Agreement. 17. Intesration. This Agreement between the parties consists in its entirety of this document and any exhibits, schedules or attachments. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. , 18. Authorization. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Consultant respectively. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. CITY OF PASCO, WASHINGTON Steve M.°orley, ublic Works r or ATTEST: �Je/ C.w�l- Debra C. Barham, City Clerk APPROVED AS TO FORM: Kerr Per w, PLLC, City Attorney CONSULTANT Michael T. Battle�President Professional Services Agreement — HLA Engineering & Lend Surveying, Inc. Agreement No. 20-024 River Trunk Line Survey Pnge 9 of 9 �WftHLA June 12, 2020 City of Pasco 525 North Third Avenue Pasco, WA 99301 Attn: Dustin Wittman Re: City of Pasco River Trunk Sewer Main Survey Proposal and Agreement for Professional Services Dear Dustin: EXHIBIT A HLA Engineering and land Surveying, Inc. (HLA), is pleased to respond to your request to provide professional land surveying services for the above referenced project. HLA proposes to provide the land surveying services as set forth on Exhibit A on a time spent basis in accordance with the attached Exhibit B — Schedule of Hourly Rates, plus reimbursement for direct non - salary expenses. We estimate our fee to be $20,500.00. Thank you for the opportunity to provide professional land surveying services for this project. Very truly yours, c. Michael T. Battle, President ETHlsms Enclosure 28'03 Rivcr Ronal ;, Y�lkinia. WA 91:902 ^ J09.966.7000 FAR 509.9613'000 o www1lacivil.com Scope of Work During the term of this Agreement, HLA Engineering and Land Surveying, Inc. (HLA), shall perform professional services in connection with the following project: City of Pasco River Trunk Sewer Main Survey This scope of work shall include the furnishing of all services, labor, materials, equipment, supplies, and incidentals necessary to conduct and complete work for the above referenced project as described hereafter. 1. HLA will field survey the River Trunk Sewer Main for the intersection of Court Street and Road 108 to the 9th Avenue and Washington Lift Station. We estimate there are 137 manholes to be surveyed. The field survey will include surveying the manhole rim elevations and invert elevations of each manhole. 2. HLA will prepare a map showing the manholes field surveyed with rim and invert elevations. 3. HLA will provide four (4) paper copies, one (1) AutoCAD file of the survey, and (1) digital signed copy of the survey, End of Exhibit A EXHIBIT B SCHEDULE OF RATES FOR HLA Enaineerina and Land Survevina, Inc. Effective January 1, 2020, through December 31, 2020 Senior Principal Engineer $215.00 per hour Licensed Principal Land Surveyor $207.00 per hour Licensed Principal Engineer $193.00 per hour Licensed Professional Engineer $175.00 per hour Other Licensed Professional $175.00 per hour Licensed Professional Land Surveyor $160.00 per hour Project Engineer $145.00 per hour Senior Planner $132.00 per hour Contract Administrator $132.00 per hour CAD Technician $127.00 per hour Resident Engineer/Inspector $119.00 per hour Senior Engineering Technician $119.00 per hour Surveyor $119.00 per hour Surveyor on Two Man Crew $113.00 per hour Surveyor on Three Man Crew $101.00 per hour Engineering Technician $84.00 per hour Word Processing Technician $84.00 per hour Vehicle Mileage $0.575 per mile wi nini nH.()1 G.IAYARAM ACORO^ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)7/2/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT (A/CNNo, Et): (509) 765-3424 FAA/C, N,):(866) 332-7487 Hub International Northwest LLC PO Box 1279 Moses Lake, WA 98837 ,I4-Okss: now.cwa.moseslakepolicy@hubinternational.com INSURER(S) AFFORDING COVERAGE NAIC M INSURER A: Cincinnati Insurance Company 10677 INSURED INSURER B: Underwriters at Lloyd's London 15792 INSURERC: HLA Engineering & Land Surveying, Inc. INSURER D: 2803 River Road Yakima, WA 98902 INSURER E INSURER F : 10/1/2019 rnvconnoc r`CQTICIr`ATF N11111102GB• RPVISInN NIIMRFR- 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 SUBR POLICY NUMBER POLICY EFF DD VY POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1'000'000 DAMAGE TO RENTED 50p000 Ea occurr $ CLAIMS -MADE X OCCUR X X EPP0405359 10/1/2019 10/1/2020 MED EXP (Amy oneperson) $ 10'000 PERSONAL & ADV INJURY $ 1'000'000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY 1X JECT F-1LOC OTHER: GENERAL AGGREGATE $ 2'000'000 PRODUCTS-COMP/OPAGG 2,000,000 STOP GAP 11000,000 A AUTOMOBILE LIABILITY EOMBINED SINGLE LIMIT $ 1,000, 000 BODILY INJURY Perperson) $ X ANY AUTO EBA0405359 10/1/2019 10/1/2020 BODILY INJURY Per accident $ OWNED SCHEDULED AUTOS ONLY AUTOS PROPERTY AMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5'000'000 AGGREGATE $ EXCESS LIAB CLAIMS -MADE EPP0405359 10/1/2019 10/1/2020 DED RETENTION$ Aggregate 5,000,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y❑ OFFICER/MEMBER EXCLUDED? (Mandatoryin NH) N/A EPP0405359 10/1 /2019 10/1 /2020 PER OTH- TAT T E.L. EACH ACCIDENT $ 1,000,000 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below B Professional Liabili ANE4241947.19 10/1/2019 10/1/2020 Per Occurrence 2,000,000 B Professional Liabili ANE4241947.19 10/1/2019 10/1/2020 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Agreement #20-024, City of Pasco River Trunk Sewer Main Survey. City of Pasco is included as Additional Insured, Coverage is Primary and Non -Contributory, and Waiver of Subrogation applies per the attached forms/endorsements City of Pasco 525 North Third Avenue Pasco, WA 99301 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 /0- L /,- ACORD---- ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A Endorsement - Table of Contents: Coverage: Begins on Page: 1. Employee Benefit Liability Coverage..................................................................................................2 2. Unintentional Failure to Disclose Hazards.........................................................................................7 3. Damage to Premises Rented to You................................................................................................. 7 4. Supplementary Payments..................................................................................................................9 5. Medical Payments..............................................................................................................................9 6. 180 Day Coverage for Newly Formed or Acquired Organizations..................................................... 9 7. Waiver of Subrogation.......................................................................................................................9 8. Automatic Additional Insured - Specified Relationships: ..................................................................9 • Managers or Lessors of Premises; • Lessor of Leased Equipment; • Vendors; and • State or Political Subdivisions - Permits Relating to Premises 9. Property Damage to Borrowed Equipment......................................................................................12 10. Employees as Insureds - Specified Health Care Services: ............................................................12 • Nurses; • Emergency Medical Technicians; and • Paramedics 11. Broadened Notice of Occurrence.....................................................................................................12 B. Limits of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorsement, except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $ 1,000,000 Aggregate Limit: $ 3,000,000 Deductible: $ 1,000 3. Damage to Premises Rented to You The lesser of: a. The Each Occurrence Limit shown in the Declarations; or b. $500,000 unless otherwise stated $ 4. Supplementary Payments a. Bail bonds: $ 1,000 b. Loss of earnings: $ 350 5. Medical Payments Medical Expense Limit: $ 10,000 9. Property Damage to Borrowed Equipment Each Occurrence Limit: $ 10,000 Deductible: $ 250 GA 210 02 07 Page 1 of 12 C. Coverages 1. Employee Benefit Liability Coverage a. The following is added to SECTION - COVERAGES: Employee Benefit Liability Coverage. (1) Insuring Agreement (a) We will pay those sums that the insured becomes legally obligated to pay as damages caused by any act, error or omission of the insured, or of any other person for whose ads the insured is le- gally liable, to which this in- surance applies. We will have the right and duty to defend the insured against any "suit' seeking those damages. However, we will have no duty to defend against any "suit' seeking damages to which this in- surance does not apply. We may, at our discretion, inves- tigate any report of an act, error or omission and settle any claim or "suit" that may result. But: 1) The amount we will pay for damages is limited as described in SEC- TION III - LIMITS OF INSURANCE; and 2) Our right and duty to de- fend ends when we have used up the appli- cable limit of insurance in the payment of judg- ments or settlements. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Pay- ments. (b) This insurance applies to damages only if the act, er- ror or omission, is negli- gently committed in the "administration" of your "em- ployee benefit program"; and 1) Occurs during the policy period; or 2) Occurred prior to the ef- fective date of this en- dorsement provided: a) You did not have knowledge of a claim or "suit' on or before the effective date of this en- dorsement. You will be deemed to have knowledge of a claim or "suit" when any "author- ized representa- tive"; i) Reports all, or any part, of the act, error or omission to us or any other insurer; ii) Receives a written or ver- bal demand or claim for dam- ages because of the act, er- ror or omis- sion; and b) There is no other applicable insur- ance. (2) Exclusions This insurance does not apply to: (a) Bodily Injury, Property Damage or Personal and Advertising Injury "Bodily injury", "property damage" or "personal and advertising iryury'. (b) Dishonest, Fraudulent, Criminal or Malicious Act Damages arising out of any intentional, dishonest, fraudulent, criminal or mali- cious act, error or omission, committed by any insured, including the willful or reck- less violation of any statute. (c) Failure to Perform a Con- tract Damages arising out of fail- ure of performance of con- tract by any insurer. (d) Insufficiency of Funds Damages arising out of an insufficiency of funds to GA 210 02 07 Page 2 of 12 GA 210 02 07 meet any obligations under Q) Employment -Related Prac- any plan included in the tices "employee benefit program". Any liability arising out of (e) Inadequacy of Perform- any: ance of Investment / Ad- vice Given With Respect (1) Refusal to employ; to Participation (2) Termination of employ - Any claim based upon: ment; 1) Failure of any invest- (3) Coercion, demotion, ment to perform; evaluation, reassign- ment, discipline, defa- 2) Errors in providing in- mation, harassment, formation on past per- humiliation, discrimina- formance of investment tion or other employ - vehicles; or ment-related practices, 3) Advice given to any acts or omissions; or person with respect to (4) Consequential liability that person's decision to as a result of (1), (2) or participate or not to par- (3) above. ticipate in any plan in- cluded in the "employee This exclusion applies benefit program". whether the insured may be held liable as an employer or (f) Workers' Compensation in any other capacity and to and Similar Laws any obligation to share dam - ages with or repay someone Any claim arising out of your else who must pay damages failure to comply with the because of the injury. mandatory provisions of any workers' compensation, un- (3) Supplementary Payments employment compensation insurance, social security or SECTION 1 - COVERAGES, disability benefits law or any SUPPLEMENTARY PAYMENTS similar law. - COVERAGES A AND B also apply to this Coverage. (g) ERISA b. Who is an Insured Damages for which any in- sured is liable because of li- As respects Employee Benefit Liability ability imposed on a fiduciary Coverage, SECTION II -WHO IS AN by the Employee Retirement INSURED is deleted in its entirety and Income Security Act of 1974, replaced by the following: as now or hereafter (1) If you are designated in the Dec - amended, or by any similar larations as: federal, state or local laws. (h) Available Benefits (a) An individual, you and your spouse are insureds, but Any claim for benefits to the only with respect to the con - extent that such benefits are duct of a business of which available, with reasonable you are the sole owner. effort and cooperation of the (b) A partnership or joint ven- insured, from the applicable ture, you are an insured. funds accrued or other col- Your members, your part- lectible insurance. ners, and their spouses are (i) Taxes, Fines or Penalties also insureds but only with respect to the conduct of Taxes, fines or penalties, in- your business. cluding those imposed under the Internal Revenue Code (c) A limited liability company, or any similar state or local you are an insured. Your law. members are also insureds, but only with respect to the conduct of your business. Your managers are insur- Page 3 of 12 eds, but only with respect to c. Limits of Insurance their duties as your manag- As respects Employee Benefit Liability ers. Coverage, SECTION III - LIMITS OF (d) An organization other than a INSURANCE is deleted in its entirety partnership, joint venture or and replaced by the following: limited liability company, you are an insured. Your "ex_ (1) The Limits of Insurance shown in ecutive officers" and direc- Section B. Limits of Insurance, tors are insureds, but only 1. Employee Benefit Liability with respect to their duties Coverage and the rules below fa as your officers or directors. the most we will pay regardless Your stockholders are also of the number of: insureds, but only with re- (a) Insureds; spect to their liability as (3) Subject to the limit described in stockholders. (b) Claims made or "suits" (c) Your legal representative if brought; (e) A trust, you are an insured. of Insurance, 1. Employee Your trustees are also insur- (c) Persons or organizations eds, but only with respect to making claims or bringing their duties as trustees. "suits'; (2) Each of the following is also an (d) Acts, errors or omissions; or insured: (e) Benefits included in your (a) Each of your "employees" "employee benefit program". who is or was authorized to administer your "employee (2) The Aggregate Limit shown in benefit program". Section B. Limits of Insurance, 1. Employee Benefit Liability (b) Any persons, organizations Coverage of this endorsement is or "employees" having the most we will pay for all dam - proper temporary authoriza- ages because of acts, errors or tion to administer your "em- omissions negligently committed ployee benefit program" if in the "administration" of your you die, but only until your "employee benefit program". legal representative is ap- pointed. (3) Subject to the limit described in (2) above, the Each Employee (c) Your legal representative if Limit shown in Section B. Limits you die, but only with respect of Insurance, 1. Employee to duties as such. That rep- Benefit Liability Coverage of resentative will have all your this endorsement is the most we rights and duties under this will pay for all damages sus - Coverage Part. tained by any one "employee", including damages sustained by 3 An organization you newly ac- () Y 9 Y Y such employees dependents quire or form, other than a part- and beneficiaries, as a result of: nership, joint venture or limited liability company, and over which (a) An act, error or omission; or you maintain ownership or major- ity interest, will qualify as a (b) A series of related ads, er- Named Insured if no other similar rors or omissions, regard - insurance applies to that organi- less of the amount of time zation. However, coverage un- that lapses between such der this provision: ads, errors or omissions, (a) Is afforded only until the negligently committed in the 180th day after you acquire "administration" of your "em - or form the organization or ployee benefit program". the end of the policy period, However, the amount paid under whichever is earlier; and this endorsement shall not ex - (b) Does not apply to any ad, ceed, and will be subject to the error or omission that was limits and restrictions that apply committed before you ac- to the payment of benefits in any quired or formed the organi- plan included in the "employee zation. benefit program". GA 210 02 07 Page 4 of 12 (4) Deductible Amount a. You must see to it that including those with respect we are notified as soon (a) Our obligation to pay dam- as practicable of an ad, ages on behalf of the in- error or omission which sured applies only to the may result in a claim. amount of damages in ex- To the extent possible, cess of the deductible notice should include: amount stated in the Decla- as practicable. rations as applicable to Each (1) What the act, error Employee. The limits of in- or omission was surance shall not be reduced and when it oc- by the amount of this de- curred; and ductible. c. You and any other in - apply irrespective of the ap- (2) The names and (b) The deductible amount addresses of any - stated in the Declarations one who may suf- applies to all damages sus- fer damages as a tained by any one "em- result of the act, er- ployee", including such "em- ror or omission. ployee's" dependents and ceived in connec- beneficiaries, because of all b. If a claim is made or acts, errors or omissions to "suit" is brought against which this insurance applies. any insured, you must: (c) The terms of this insurance, (1) Immediately record including those with respect the specifics of the to: claim or "suit" and the date received; 1) Our right and duty to de- and fend the insured against any "suits" seeking (2) Notify us as soon those damages; and as practicable. 2) Your duties, and the du- You must see to it that ties of any other in- we receive written no - volved insured, in the tice of the claim or "suit" event of an act, error or as soon as practicable. omission, or claim, c. You and any other in - apply irrespective of the ap- volved insured must: plication of the deductible (1) Immediately send amount. us copies of any (d) We may pay any part or all demands, notices, of the deductible amount to summonses or le - effect settlement of any gal papers re- claim or "suit' and, upon no- ceived in connec- tification of the action taken, tion with the claim you shall promptly reimburse or "suit; us for such part of the de- (2) Authorize us to ob- ductible amount as we have tain records and paid. other information; d. Additional Conditions (3) Cooperate with us As respects Employee Benefit Li- in the investigation ability Coverage, SECTION IV - or settlement of the COMMERCIAL GENERAL LIABIL- claim or defense ITY CONDITIONS is amended as fol- against the "suit'; lows: and (1) Item 2. Duties in the Event of (4) Assist us, upon our Occurrence, Offense, Claim or request, in the en - Suit is deleted in its entirety and forcement of any replaced by the following: right against any person or organi- 2. Duties in the Event of an zation which may Act, Error or Omission, or be liable to the in - Claim or Suit sured because of GA 210 02 07 Page 5 of 12 an act, error or c. No Coverage omission to which this insurance may This insurance shall not also apply. cover any loss for which the insured is entitled to d. No insured will, except recovery under any at that insured's own other insurance in force cost, voluntarily make a previous to the effective payment, assume any date of this Coverage obligation, or incur any Part. expense without our consent. e. Additional Definitions (2) Item 5. Other Insurance is de- As respects Employee Benefit Li- leted in its entirety and replaced ability Coverage, SECTION V - by the following: DEFINITIONS is amended as follows: 5. Other Insurance (1) The following definitions are added: If other valid and collectible insurance is available to the 1. Administration" means: insured for a loss we cover a. Providing information to under this Coverage Part, "employees", including our obligations are limited as their dependents and follows: beneficiaries, with re - a. Primary Insurance spect to eligibility for or "employee scope of This insurance is pri- benefit programs"; mary except when c. below applies. If this in- b. Interpreting the "em- surance is primary, our ployee benefit pro - grams'; obligations are not af- fected unless any of the c. Handling records in other insurance is also connection with the primary. Then, we will "employee benefit pro - share with all that other grams"; or insurance by the method described in b. d. Effecting, continuing or below. terminating any "em- ployee's!' participation in Sharing 9 any benefit included in If all of the other insur- the "employee benefit ance permits oontribu- program". tion by equal shares, we However, "administration" will follow this method does not include: also. Under this ap- proach each insurer a. Handling payroll deduc- contributes equal tions; or amounts until it has paid its applicable limit of in- b. The failure to effect or surance or none of the maintain any insurance loss remains, whichever or adequate limits of comes first. coverage of insurance, including but not limited If any of the other insur- to unemployment insur- ance does not permit ance, social security contribution by equal benefits, workers' com- shares, we will contrib- pensation and disability ute by limits. Under this benefits. method, each insurer's share is based on the 2. "Cafeteria plans" means ratio of its applicable plans authorized by applica- limit of insurance to the ble law to allow "employees" total applicable limits of to elect to pay for certain insurance of all insur- benefits with pre-tax dollars. ers. GA 210 02 07 Page 6 of 12 3. "Employee benefit pro- ages are claimed and to grams" means a program which the insured must providing some or all of the submit or does submit following benefits to "em- with our consent; ployees", whether provided through a "cafeteria plan" or b. Any other alternative otherwise: dispute resolution pro- ceeding in which such a. Group life insurance; damages are claimed group accident or health and to which the insured insurance; dental, vision submits with our con- and hearing plans; and sent; or flexible spending ac- counts; provided that no C. An appeal of a civil pro- one other than an "em- ceeding. ployee" may subscribe g, "Employee" means a person to such benefits and actively employed, formerly such benefits are made employed, on leave of ab- generally available to sence or disabled, or retired. those "employees" who Employee" includes a satisfy the plan's eligibil- 'leased worker". "Em- ity requirements; pIoyee„ does not include a b. Profit sharing plans, "temporary worker". employee savings 2, Unintentional Failure to Disclose Haz- plans, employee stock ards ownership plans, pen- sion plans and stock SECTION IV - COMMERCIAL GENERAL subscription plans, pro- LIABILITY CONDITIONS, 7. Representa- vided that no one other tions is hereby amended by the addition than an "employee" may of the following: subscribe to such bene- fits and such benefits Based on our dependence upon your rep- are made generally resentations as to existing hazards, if un- available to all "employ intentionally you should fail to disclose all ees" who are eligible such hazards at the inception date of your under the plan for such policy, we will not reject coverage under benefits; this Coverage Part based solely on such failure. c. Unemployment insur- ance, social security 3. Damage to Premises Rented to You benefits, workers' com- a, The last Subparagraph of SECTION pensation and disability - COVERAGES, COVERAGE A. benefits; and BODILY INJURY AND PROPERTY d. Vacation plans, includ- DAMAGE LIABILITY, 2. Exclusions ing buy and sell pro- is hereby deleted and replaced by the grams; leave of ab- following: sence programs, includ- Exclusions C. through q. do not apply ing military, maternity, to damage by fire, explosion, light - family, and civil leave; ning, smoke or soot to premises while tuition assistance plans; rented to you or temporarily occupied transportation and by you with permission of the owner. health club subsidies. (2) The following definitions are de- b. The insurance provided under SEC- leted in their entirety and re- TION I - COVERAGES, COVERAGE placed by the following: A. BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY applies 21. "Suit" means a civil proceed- to 'property damage" arising out of ing in which money dam- water damage to premises that are ages because of an act, er- both rented to and occupied by you. ror or omission to which this (1) As respects Water Damage Le- insurance applies are al- "Suit" gal Liability, as provided in Para- leged. includes: graph 3.b. above: a. An arbitration proceed- ing in which such dam - GA 210 02 07 Page 7 of 12 The exclusions under SECTION I a) Foundations, walls, - COVERAGES, COVERAGE A. floors or paved sur - BODILY INJURY AND PROP- faces: ERTY DAMAGE LIABILITY, 2. Exclusions, other than i. War b) Basements, and the Nuclear Energy Liabil- whether paved or ity Exclusion, are deleted and not; or the following are added: c) Doors, windows or This insurance does not apply to: other openings. (a) "Property damage": (c) Loss caused by or resulting rectly by any of the following: from water that leaks or 1) Assumed in any con- flaws from plumbing, heat - tract; or ing, air conditioning, or fire eruption, landslide or protection systems caused 2 Loss caused b Y or re- by or resulting from freezing, sulting from any of the unless: following: Rented to You Limit is the 2) Water that backs up or 1) You did your best to a Wear and tear; maintain heat in the b) Rust, corrosion, building or structure; or fungus, decay, de- 2) You drained the equip- terioration, hidden ment and shut off the or latent defect or water supply if the heat any quality in prop- was not maintained. erty that causes it porarily occupied by you with to damage or de- (d) Loss to or damage to: stroy itself; arising out of any one "oc- 1) Plumbing, heating, air C) Smog; conditioning, fire protec- tion systems, or other equipment or appli- down including rup- ances; or ture or bursting caused by cen- 2) The interior of any build- trifugal force; ing or structure, or to personal property in the e Settling, cracking, g g, building or structure shrinking or ex- caused by or resulting pansion; or from rain, snow, sleet or f) Nesting or infesta- ice, whether driven by tion, or discharge wind or not. or release of waste c. Limit of Insurance products or secre- tions, by insects, The Damage to Premises Rented to birds, rodents or You Limit as shown in the Declara- other animals. tions is amended as follows: (b) Loss caused directly or indi- (2) Paragraph 6. of SECTION III - rectly by any of the following: LIMITS OF INSURANCE is hereby deleted and replaced by 1 Earthquake, volcanic q the following: eruption, landslide or any other earth move- 6. Subject to 5. above, the ment; Damage to Premises Rented to You Limit is the 2) Water that backs up or most we will pay under overflows from a sewer, COVERAGE A. BODILY IN - drain or sump; JURY AND PROPERTY 3) Water under the ground DAMAGE LIABILITY for "prop surface pressing on, or damages because of - flowing or seeping erty damage" to premises through: while rented to you or tem- porarily occupied by you with permission of the owner, arising out of any one "oc- GA 210 02 07 Page 8 of 12 currenoe" to which this in- surance applies. (3) The amount we will pay is limited as described in Section B. Limits of Insurance, 3. Damage to Premises Rented to You of this endorsement. 4. Supplementary Payments Under SECTION I - COVERAGE, SUP- PLEMENTARY PAYMENTS - COVER- AGES AAND B: a. Paragraph 2. is replaced by the fol- lowing: Up to the limit shown in Section B. Limits of Insurance, 4.a. Bail Bonds of this endorsement 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 ap- plies. We do not have to furnish these bonds. b. Paragraph 4. is replaced by the fol- lowing: All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to the limit shown in Sec- tion B. Limits of Insurance, 4.b. Loss of Earnings of this endorsement per day because of time off from work. 5. Medical Payments The Medical Expense Limit of Any One Person as stated in the Declarations is amended to the limit shown in Section B. Limits of Insurance, 5. Medical Pay- ment of this endorsement. 6. 180 Day Coverage for Newly Formed or Acquired Organizations SECTION II - WHO IS AN INSURED is amended as follows: Subparagraph a. of Paragraph 4. is hereby deleted and replaced by the following: a. Insurance under this provision is af- forded only until the 180th day after you acquire or form the organization or the end of the policy period, which- ever is earlier; 7. Waiver of Subrogation SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 9. Transfer of Rights of Recovery Against Others to Us is hereby amended by the addition of the following: We waive any right of recovery we may have because of payments we make for injury or damage arising out of your ongo- ing operations or "yourwork" done under a written contract requiring such waiver with that person or organization and included in the "products -completed operations haz- ard". However, our rights may only be waived prior to the "occurrence" giving rise to the injury or damage for which we make payment under this Coverage Part. The insured must do nothing after a loss to im- pair our rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce those rights. 8. Automatic Additional Insured - Speci- fied Relationships a. The following is hereby added to SECTION II -WHO IS AN INSURED: (1) Any person or organization de- scribed in Paragraph 8.a.(2) be- low (hereinafter referred to as additional insured) whom you are required to add as an additional insured under this Coverage Part by reason of: (a) A written contract or agree- ment; or (b) An oral agreement or con- tract where a certificate of insurance showing that per- son or organization as an additional insured has been issued, is an insured, provided: (a) The written or oral contract or agreement is: 1) Currently in effect or becomes effective dur- ing the policy period; and 2) Executed prior to an "occurrence" or offense to which this insurance would apply; and (b) They are not specifically named as an additional in- sured under any other provi- sion of, or endorsement added to, this Coverage Part. (2) Only the following persons or or- ganizations are additional insur- eds under this endorsement, and insurance coverage provided to GA 210 02 07 Page 9 of 12 such additional insureds is lim- a) "Bodily injury" or ited as provided herein: "property damage" for which the ven- a) The manager or lessor of a dor is obligated to premises leased to you with pay damages by whom you have agreed per reason of the as- Paragraph 8.a.(1) above to sumption of liability provide insurance, but only in a contract or with respect to liability aris- agreement. This ing out of the ownership, exclusion does not maintenance or use of that apply to liability for part of a premises leased to damages that the you, subject to the following vendor would have additional exclusions: in the absence of This insurance does not ap- the contract or ply to: agreement; 1) Any "occurrence" which b) Any express war- takes place after you ranty unauthorized cease to be a tenant in by you; that premises. c) Any physical or 2) Structural alterations, chemical change in new construction or the product made demolition operations intentionally by the performed by or on be- vendor; half of such additional d) Repackaging, un- insured. less unpacked (b) Any person or organization solely for the pur- from which you lease pose of inspection, equipment with whom you demonstration, have agreed per Paragraph testing, or the sub- 8.a.(1) above to provide in- stitution of parts surance. Such person(s) or under instructions organization(s) are insureds from the manufac- solely with respect to their li- turer, and then re- ability arising out of the packaged in the original container; maintenance, operation or use by you of equipment e) Any failure to make leased to you by such per- such inspections, son(s) or organ izaticn (s). adjustments, tests However, this insurance or servicing as the does not apply to any "oc- vendor has agreed currence" which takes place to make or nor- after the equipment lease mally undertakes expires. to make in the (c) Any person or organization usual course of (referred to below as vendor) business, in con- with whom you have agreed nection with the per Paragraph 8.a.(1) above distribution or sale to provide insurance, but of the products; only with respect to "bodily f) Demonstration, in- injury" or "property damage" stallation, servicing arising out of "your products" or repair opera- which are distributed or sold tions, except such in the regular course of the operations per- vendor's business, subject to formed at the ven- the following additional ex- dor's premises in clusions: connection with the 1) The insurance afforded sale of the product; the vendor does not ap- g) Products which, af- ply to: ter distribution or sale by you, have GA 210 02 07 Page 10 of 12 been labeled or re- elevators covered by labeled or used as this insurance. a container, part or ingredient of any (3) Any insurance provided to an ad - other thing or sub- ditional insured designated under stance by or for the Paragraph 8.a.(2) Subpara- vendor. graphs (a), (b) and (d) does not apply to "bodily injury", "property 2) This insurance does not damage" or "personal and adver- apply to any insured tising injury' arising out of the person or organization: sole negligence or willful miscon- duct of the additional insured or a) From whom you their agents, "employees" or any have acquired other representative of the addi- such products, or tional insured. any ingredient, part or container, enter- b. SECTION IV - COMMERCIAL GEN- ing into, accompa- ERAL LIABILITY CONDITIONS is nying or containing hereby amended as follows: such products; or Condition 5. Other Insurance is b) When liability in- amended to include: cluded within the "products- (1) Where required by a written con - completed opera- tract or agreement, this insur- tions hazard" has ante is primary and / or noncon- been excluded un- tributory as respects any other der this Coverage insurance policy issued to the Part with respect to additional insured, and such such products. other insurance policy shall be excess and / or noncontributing, (d) Any state or political subdivi- whichever applies, with this in- sion with which you have surance. agreed per Paragraph 8.a.(1) above to provide in- (2) Any insurance provided by this surance, subject to the fol- endorsement shall be primary to lowing additional provision: other insurance available to the additional insured except: This insurance applies only with respect to the following (a) As otherwise provided in hazards for which the state SECTION IV - COMMER- or political subdivision has CIAL GENERAL LIABILITY issued a permit in connec- CONDITIONS, 5. Other In - tion with premises you own, surance, b. Excess Insur- rent or control and to which ance; or this insurance applies: (b) For any other valid and col - 1) The existence, mainte- lectible insurance available nance, repair, construc- to the additional insured as tion, erection, or re- an additional insured by at- moval of advertising tachment of an endorsement signs, awnings, cano- to another insurance policy pies, cellar entrances, that is written on an excess coal holes, driveways, basis. In such case, the manholes, marquees, coverage provided under hoist away openings, this endorsement shall also sidewalk vaults, street be excess. banners, or decorations 9. Property Damage to Borrowed Equip - and similar exposures; ment or 2 The construction, erec- Ex - a. The following is hereby added to Ex- clusion j. Damage to Property of tion, or removal of ele- Paragraph 2., Exclusions of SEC- TION I - COVERAGES, COVERAGE 3) The ownership, mainte- A BODILY INJURY AND PROP- nance, or use of any ERTY DAMAGE LIABILITY. GA 210 02 07 Page 11 of 12 Paragraphs (3) and (4) of this exclu- sion do not apply to tools or equip- ment loaned to you, provided they are not being used to perform operations at the time of loss. b. With respect to the insurance pro- vided by this section of the endorse- ment, the following additional provi- sions apply: (1) The Limits of Insurance shown in the Declarations are replaced by the limits designated in Section B. Limits of Insurance, 9. Property Damage to Borrowed Equipment of this endorsement with respect to coverage pro- vided by this endorsement. These limits are inclusive of and not in addition to the limits being replaced. The Limits of Insur- ance shown in Section B. Limits of Insurance, 9. Property Dam- age to Borrowed Equipment of this endorsement fix the most we will pay in any one "occurrence" regardless of the number of: (a) Insureds; (b) Claims made or "suits" brought; or (c) Persons or organizations making claims or bring "suits". (2) Deductible Clause (a) Our obligation to pay dam- ages on your behalf applies only to the amount of dam- ages for each "occurrence" which are in excess of the deductible amount stated in Section B. Limits of Insur- ance, 9. Property Damage to Borrowed Equipment of this endorsement. The limits of insurance will not be re- duced by the application of such deductible amount. (b) SECTION IV - COMMER- CIAL GENERAL LIABILITY CONDITIONS, 2. Duties in the Event of Occurrence, Offence, Claim or Suit, ap- plies to each claim or "suit" irrespective of the amount. (c) We may pay any part or all of the deductible amount to effect settlement of any claim or "suit' and, upon no- tification of the action taken, you shall promptly reimburse us for such part of the de- ductible amount as has been paid by us. 10. Employees as Insureds - Specified Health Care Services It is hereby agreed that Paragraph 2.a.(1)(d) of SECTION II - WHO IS AN INSURED, does not apply to your "em- ployees" who provide professional health care services on your behalf as duly li- censed: a. Nurses; b. Emergency Medical Technicians; or c. Paramedics, in the jurisdiction where an "occurrence" or offense to which this insurance applies takes place. 11. Broadened Notice of Occurrence Paragraph a. of SECTION N - COM- MERCIAL GENERAL LIABILITY CONDI- TIONS, 2. Duties in the Event of Occur- rence, Offence, Claim or Suit is hereby deleted and replaced by the following: a. You must see to it that we are notified as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, no- tice should include: (1) How, when and where the "oc- currence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any in- jury or damage arising out of the "occurrence" or offense. This requirement applies only when the "occurrence" or offense is known to an "authorized representative GA 210 02 07 Page 12 of 12