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HomeMy WebLinkAbout5987 PUBLIC WORKS AGREEMENT THIS AGREEMENT is entered into between the City of Bremerton, a Washington Municipal Corporation("City"), and Darrel Emel's Tree Service ("Contractor"), whose mailing address is PO Box 765, Silverdale, WA 98383. The parties agree as follows: 1. CONTRACTOR SERVICES. The Contractor shall perform the following services for the City: Tree Removal at the following locations: a. 2446 E Phinney Bay Dr $3450.00 b. 1520 Naval Ave $5850.00 c. 6502 Harlow Dr $2350.00 $11,650.00 9%Tax $ 1,048.50 $12,698.50 2. TIME OF COMPLETION. Contractor shall complete the work within 60 days calendar days from the date of issuance of the City's Notice to Proceed. 3. COMPENSATION. The City shall pay the Contractor the total amount of $_11,650.00 , plus any applicable Washington State Sales Tax, for the work and services contemplated in this agreement. A. No Performance Bond. Because this contract including applicable sales tax is$150,000 or less,and pursuant to Chapter 39.08 RCW,the Contractor, in lieu of providing the City a performance bond, has elected to have the City retain the final ten percent (10%) of the Contract amount for a period of thirty (30) days after the date of final acceptance, or until receipt of all necessary releases from the State Department of Revenue and the State Department of Labor & Industries and until settlement of any liens filed under Chapter 60.28 RCW, whichever is later. B. Defective or Unauthorized Work. The City reserves its right to withhold payment from Contractor for any defective or unauthorized work. Defective or unauthorized work includes, without limitation: work and materials that do not conform to the requirements of this agreement; and extra work and materials furnished without the City's written approval. If Contractor is unable, for any reason, to satisfactorily complete any portion of the work, the City may complete the work by contract or otherwise, 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 Contract price specified above. The City further reserves its right to deduct the cost PUBLIC WORKS AGREEMENT-Page 1 of 10 (between City of Bremerton and Darrel Emel's Tree Service) to complete the Contract work, including any Additional Costs, from any and all amounts due or to become due the Contractor. C. Final Payment: Waiver of Claims. THE MAKING OF FINAL PAYMENT (EXCLUDING WITHHELD RETAINAGE) SHALL PRECLUDE ALL CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY CONTRACTOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. 4. INDEPENDENT CONTRACTOR. Contractor is and shall be at all times acting as an independent contractor and not as an employee of the City. The Contractor shall secure at its expense,and shall be responsible for all payments of income tax,social security,state disability insurance compensation, unemployment compensation, and all other payroll deductions for the Contractor, officer, agents, employees and sub-contractors. The Contractor shall also secure all applicable business licenses, if required, in connection with the contract services, including all required licenses for Contractor's officers, agents, employees and sub-contractors. 5. TERMINATION. The City may terminate this agreement for good cause. "Good cause" shall include, without limitation, any one or more of the following events: A. The Contractor's refusal or failure to supply a sufficient number of properly skilled workers or proper materials for completion of the Contract work. B. The Contractor's failure to complete the work within the time specified in this agreement. C. The Contractor's failure to make full and prompt payment to sub- contractors or for material or labor. D. The Contractor's persistent disregard of federal, state or local laws, rules or regulations. E. The Contractor's filing for bankruptcy or becoming adjudged bankrupt. If the City terminates this agreement for good cause, the Contractor shall not receive any further monies due under this agreement until the Contract work is completed. 6. PREVAILING WAGES. Contractor shall file a "Statement of Intent to Pay Prevailing Wages" with the State of Washington Department of Labor & Industries prior to commencing the Contract work. Contractor shall pay prevailing wages and comply with Chapter 39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate provisions. The latest prevailing wage rate revision issued by the Department of Labor and Industries is attached. 7. CHANGES. The City may issue a written work change directive for any change in the Contract work during the performance of this agreement. If the Contractor determines, for PUBLIC WORKS AGREEMENT—Page 2 of 10 (between City of Bremerton and Darrel Emel's Tree Service) any reason,that a change order is necessary,Contractor must submit a written change order request to the City's project manager within two (2) business days of the date the Contractor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Contractor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Contractor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Contractor shall proceed with the change order work upon receiving a written work change directive or change order from the City. If the Contractor fails to require a change order within the time allowed, the Contractor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work. If the Contractor disagrees with the equitable adjustment the Contractor must complete the change order work; however,the Contractor may elect to protest the adjustment as provided below: A. Procedure and Protest by the Contractor. If the Contractor disagrees with anything required by a work change directive or change order, including any direction, instruction, interpretation, or determination by the City, the Contractor shall: 1. Immediately give a signed written notice of protest to the City; 2. Supplement the written protest within fourteen (14) calendar days with a written statement that provides the following information: a. The date of the Contract's protest. b. The nature and circumstances that caused the protest. c. The provisions in this agreement that support the protest. d. The estimated dollar cost, if any, of the protested work and how that estimate was determined. e. An analysis of the progress schedule showing the schedule change or disruption if the Contractor is asserting a schedule change or disruption. The Contractor shall keep complete records of extra costs and time incurred as a result of the protested work. The City shall have access to any of the Contractor's records needed for evaluating the protest. 3. The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. B. Contractor's Duty to Complete Protested Work. In spite of any protest,the Contractor shall proceed promptly with the work as the City has ordered. PUBLIC WORKS AGREEMENT—Page 3 of 10 (between City of Bremerton and Darrel Emel's Tree Service) C. Contractor's Acceptance of Changes. The Contractor accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate acceptance,or(3)not protesting in the way this section provides. A change order that is accepted by Contractor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides,the Contractor also waives any additional entitlement and accepts from the City any written order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section,the Contractor completely waives any claims for protested work and accepts form the City any written order (including directions, instructions, interpretations, and determination). 8. CLAIMS. The Contractor shall give written notice to the City of all claims other than change orders within fourteen (14) calendar days of the occurrence of the events giving rise to the claims. Any claim for damages, additional payment for any reason, or extension of time, whether under this agreement or otherwise, shall be conclusively deemed to have been waived by the Contractor unless a timely written claim is made in strict accordance with the applicable provisions of this agreement;or, if(and only if) no such provision is applicable, unless that claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Contractor knew,or should have known,of the facts giving rise to the claim. At a minimum, a Contractor's written claim must include the information set forth regarding protests in Section 7.A.2.a.-e. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. Contractor must, in any event, file any claim or bring any suit arising from or connected with this agreement within 120 calendar days from the date the contract work is complete. 9. WARRANTY. The Contractor shall correct all defects in workmanship and materials within one year from the date of the City's acceptance of the Contract work. When defects are corrected, the warranty for that portion of the work shall extend for one year form 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, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. PUBLIC WORKS AGREEMENT-Page 4 of 10 (between City of Bremerton and Darrel Emel's Tree Service) 10. INDEMNIFICATION. Contractor shall defend, indemnify and hold the City, its officer, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits including all legal costs and attorney fees,arising out of or in connection with the performance of this agreement,except for injuries and damages caused by the City's sole negligence. 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. 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, its officials, employees,agents and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE CONTRACTOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSE OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this agreement. 11. INSURANCE. The Contractor shall procure and maintain for the duration of this agreement insurance of the types and in the amounts described below against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work by the Contractor, its agents, representative, employees, sub-consultants or sub- contractors. Before beginning work on the project described in this agreement, the Contractor shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU); and 3. Excess Liability insurance with limits not less than $1,000,000 per occurrence and aggregate; and PUBLIC WORKS AGREEMENT-Page 5 of 10 (between City of Bremerton and Darrel Emel's Tree Service) 4. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Contractor. The City,its officials,employees,agents and volunteers shall be named as an additional insured on the insurance policy, as respects work performed by or on behalf of the Contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The Contractor's insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail,return receipt requested to City of Bremerton,attn:Risk Management,345 6th Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein,and failure to do so shall be construed to be a breach of this Agreement. The City reserves the right to receive a certified copy of all the required insurance policies. 12. MISCELLANEOUS. A. Nondiscrimination. In the hiring of employees for the performance of work under this Agreement or any sub-contract hereunder, the Contractor, its sub-contractors, or any person acting on behalf of such Contractor or sub-contractor shall not, by reason of race, religion, color, sex, national origin, or the presence of any sensory, mental, physical disability, or sexual orientation discriminate against any person who is qualified and available to perform the work to which the employment relates. B. Compliance with Laws. Contractor shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this agreement. C. Work Performed at Contractor's Risk. Contractor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this agreement. 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. PUBLIC WORKS AGREEMENT-Page 6 of 10 (between City of Bremerton and Darrel Emel's Tree Service) D. Nonwaiver of Breach. The failure of the City to insist upon strict performance of any of the terms and rights contained herein, or to exercise any option herein conferred in one or more instances, shall not be constructed to be a waiver or relinquishment of those terms and rights and they shall remain in full force and effect E. Governing Law. This agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the City and Contractor under any of the provisions of this agreement, resolution of that dispute shall be available only through the jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County, Washington. F. Attorney's Fees. To the extent not inconsistent with RCW 39.04.240, in any claim or lawsuit for damages arising from the parties' performance of this agreement, each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under Section 10 of this agreement. G. Written Notice. All communications regarding this agreement shall be sent to the parties at the addresses listed on the signature page of this agreement, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated on this agreement. H. Assignment. Any assignment of this agreement by the Contractor without the written consent of the City shall be void. I. Modification. No waiver, alteration, or modification of any of the provisions of this agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Contractor. J. Severability. If any one or more sections, sub-sections, or sentences of this agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this agreement and the remainder shall remain in full force and effect. K. Entire Agreement. The written provisions and terms of this agreement, together with any attached Exhibits, supersede all prior verbal statements by any representative of the City,and those statements shall not be construed as forming a part of or altering in any manner this agreement. This agreement and any attached Exhibits contain the entire agreement between the parties. Should any language in any Exhibit to this agreement conflict with any language contained in this agreement,the terms of this agreement shall prevail. IN WITNESS WHEREOF, the parties below have executed this agreement. CONTRACTOR THE CITY OF BREMERTON PUBLIC WORKS AGREEMENT—Page 7 of 10 (between City of Bremerton and Darrel Emel's Tree Service) Print Name: tai/,, alt , r"^7 Print Name: MC ,evlka l4a„14an5,- Title: ,-r s, z.. Title: OPeat:fi 'ts ttG►'ta�6�C DATE 1-1/16., DATE I Z-Gt l i cl Notices to be sent to: Notices to be sent to: CONTRACTOR: CITY OF BREMERTON: c 190 Fi. L (,t)/54.(t_s•- L 345 6`h Street. Suite 100 1.0c A cA, uXA rtti ,ct Bremerton, WA 98337 (360) 4-13- Sc'tZd (360) 4-1 3- S3L3 (facsimile) PUBLIC WORKS AGREEMENT-Page 8of 10 APPROVED AS TO FORM: ' Roger A�. Lu>?6y Bremerton City Attorney ATTEST: • ), Angela WQo�, City Clerk R:\Legal\Legal\Departments-General.PW&L\Darret Emel Tree Removal PWA 2019.4.23.docx PUBLIC WORKS AGREEMENT—Page 9 of 10 (between City of Bremerton and Darrel Emel's Tree Service) PREVAILING WAGES A11. CERTIFICATE OF LIABILITY INSURANCE DATE AT 0 IM /2g) 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 NAMEACT Mark Maberry Kuresman Insurance (A/O,NN.E U; (360)692-6131 lac Np): (360)692-6181 9321 Bayshore Dr. NW E-MAIL ADDRESS:tttarkm0kuresmanins.cam STE 111 INSURER(S)AFFORDING COVERAGE NAIC S _ Silverdale WA 98383-8350 INSURER A:GREENWICH INSURANCE COMPANY INSURED INSURER B:XL INSURANCE COMPANY OF AMERICA, INC. Darrel Emel's Tree Service, Inc., DBA: Darrel Emel Co. 'INSURERC -_—, Po Box 765 '�'_.. INSURER 0 — INSURER E Silverdale WA 98383 INSURER F: COVERAGES CERTIFICATE NUMBER:CLI 94508076 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 ADOL SUER POLICY EFF ! POUCY EXP LTR TYPE OF INSURANCE INSD WVO POLICY NUMBER SMM16DlYYYYS (64Mi001YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1$ 1,000.000 DAMAG TO RENTED A CLAIMS-.+ADE X OCCUR / PREMISES 108 0 rrencet 5 100 ,000 X Y NPC-1000115-00 4/7/2019 4/7/2020 MED EAP(Any one person) $ 5,000 V PERSONAL 8 ADV INJURY $ .' 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 2,000,000 X POLICY !ECT LOC PRODUCTS-COMPIOP AGG S 2,000,000 OTHER. Stopgap 5 1,000,000 f-AUTOMOBILE LIABILITY 7 ICOMBINED SINGLE LIMIT S 1,000,000 B X ANY AUTO BODILY INJURY:Pe,person) $ l'• �—ALL OWNED SCHEDULED AUTOS AUTOS NBA-1000116-00 4/7/2019 j 4/7/2020 BODIL(INJURY(Per accn'(int) S V '-- NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) $ _ V ( nledica(payments $ 5,000 '^ UMBRELLA UAB X OCCUR EACH OCCURRENCE S 1,000,000 A x EXCESS UAB CLAIMS-MADE AGGREGATE _ S '' 1, 90,000 DEO X RETENTION S 10,000 NEC-6005612-00 4/7/2019 4/7/2020 S WORKERS COMPENSATION PER 0TH- AND EMPLOYERS'LIABILITY Y,N STATUTE X ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S '' 1,000.000 OFFICERIMEMBER EXCLUDED', N 1 A j A mandatory In NH) 14PC-1000115-00 4/7/2019 4/7/2020 E.L.DISEASE-EA EMPLOYEE S 1,000,000 It yes,des0nbe under I DESCRIPTION OF OPERATIONS below E L.DISEASE.POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD ISt.Additton).Remarks Schedule,may oe attached it more space m required) THE CITY OF BREMERTON IS LISTED AS ADDITIONAL INSURED FOR GENERAL LIABILITY BY WRITTEN AGREEMENT PER CG2010. , INSURANCE IS PRIMARY ANTI NON CONTRIBUTORY PER CG2001. WAIVER OFF/SUBROGATION PER XLL436. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF BREMERTON THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 345 6TH STREET STE 100 ACCORDANCE WITH THE POLICY PROVISIONS. BREMERTON, WA 98337 AUTHORIZED REPRESENTATIVE }} //�� Mar': ..at V/-Ui1 /,-42/[//t- 7Lf'['. I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) ENDORSEMENT# This endorsement, effective 12:01 a.m. ,forms a part of Policy No. issued to by THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY XLPIus Endorsement This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read this endorsement carefully to determine rights, duties, and what is and is not covered. • A. Reasonable Force—Bodily Injury or Property Damage B. Damage To Premises Rented To You Extension • Perils of fire, lightning, explosion, smoke aircraft or vehicles, riot or civil commotion, vandalism. leakage from fire extinguishing equipment or water damage • Limit increased to$300.000 C. Aircraft Chartered with Crew D. Non-Owned Watercraft E. Personal and Advertising Injury—Assumed by Insured Contract F. Increased Supplementary Payments • Cost for bail bonds increased to$5,000 • Loss of earnings increased to$1,000 per day G. Broadened Named Insured H. Blanket Additional Insured—Managers or Lessors of Premises I. Blanket Additional Insured—Lessor of Leased Equipment J. Injury to Co-Employees and Co-Volunteer Workers K. Knowledge and Notice of Occurrence or Offense L. Unintentional Omission M. Liberalization N. Blanket Waiver of Subrogattofr O. Incidental Medical Malpractice Injury P. Extension of Coverage—Bodily Injury Q. Coverage Territory Form XIL 436 1208 ©2008. XL America. Inc Page 1 of 8 Includes copyrighted matenal of Insurance Services Office.Inc..with its permission. A. REASONABLE FORCE—BODILY INJURY OR PROPERTY DAMAGE Exclusion a.Expected Or Intended Injury of Part 2., Exclusions of Coverage A. Bodily Injury And Property Damage Liability of Section I—Coverages is deleted in its entirety and replaced by the following. [This insurance does not apply to:) Expected or Intended Injury or Damage "Bodily injury'or 'property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injuryor property damage"resulting from the use of reasonable force to protect persons or property. B. DAMAGE TO PREMISES RENTED TO YOU EXTENSION 1. The last paragraph of 2. Exclusions of Coverage A. Bodily Injury And Property Damage Liability of Section I- Coverages is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damages to premises while rented to you, or temporarily occupied by you with permission of the owner. caused by fire. lightning, explosion, smoke. aircraft or vehicles. riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage. A separate limit of insurance applies to this coverage as described in Section III-Limits of Insurance. 2. This insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by. a. Rupture.bursting, or operation of pressure relief devices: b. Rupture or bursting due to expansion or swelling of the contents of any building or structure,caused by or resulting from water; or c. Explosion of steam boilers. steam pipes, steam engines, or steam turbines. 3. Paragraph 6. of Section III- Limits of Insurance is deleted in its entirety and replaced by the following: 6.a.Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of 'property damage" to any one premises while rented to you. or temporarily occupied by you with permission of the owner. caused by fire, explosion, lightning, smoke, aircraft or vehicle. riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same"occurrence",whether such damage results from fire. explosion, lightning. smoke, aircraft or vehicle or riot or civil commotion, vandalism. leakage from fire extinguishing equipment or water damage or any combination of any of these. b. The Damage to Premises Rented to You Limit will be the higher of. (1) $300,000. or (2) The amount shown on the Declarations for Damage to Premises Rented to You Limit. Form XIL 436 1208 ©2008, XL America, Inc. Page 2 of 8 Includes copyrighted maienal of Insurance Services Office Inc.,with its permission 4. Paragraph 9.a. of the definition of "insured contract" under Section V- Definitions, is deleted in its entirety and replaced by the following. [ Insured contract'means] a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire. lightning. explosion, smoke, aircraft or vehicle, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage to premises while rented to you, or temporarily occupied by you with the permission of the owner is not an "insured contract". 5. This Article B. does not apply if coverage for Damage to Premises Rented to You of Coverage A.Bodily Injury And Property Damage Liability of Section I — Coverages is excluded by endorsement. C. AIRCRAFT CHARTERED WITH CREW 1. The following is added to the exceptions contained in Exclusion g..Aircraft,Auto or Watercraft in Part 2.. Exclusions of Coverage A. Bodily Injury And Property Damage of Section I—Coverages [This exclusion does not apply to) Aircraft chartered with crew to arty insured. 2. This Article C.does not apply if the chartered aircraft is owned by any insured. 3. The insurance provided by this Article C.shall be excess over any valid and collectible insurance available to the insured,whether primary. excess. contingent or on any other basis,except for insurance purchased specifically by you to be excess of this policy. D. NON-OWNED WATERCRAFT 1. The exception contained in Subparagraph (2) of Exclusion g. Aircraft.Auto or Watercraft in Part 2.. Exclusions of Coverage A. Bodily Injury And Property Damage Liability of Section I—Coverages is deleted in its entirety and replaced by the following (2) A watercraft you do not own that is (a) 50 feet long or less: and (b) Not being used to carry persons or property for a charge. 2. This Article D.applies to any person who, with your expressed or implied consent, either uses or is responsible for the use of the watercraft. 3. This insurance provided by this Article D.shall be excess over any other valid and collectible insurance available to the insured. whether primary, excess,contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. E. PERSONAL AND ADVERTISING INJURY—ASSUMED BY INSURED CONTRACT 1. Exclusion e. Contractual Liability in Part 2.. Exclusions of Coverage B. Personal And Advertising Injury Liability of Section I—Coverages is deleted in its entirety and replaced by the following Form XIL 436 1208 ©2008.XL America. Inc. Page 3 of 8 Includes copyrighted material of Insurance Services Office.Inc. with its permission. [This insurance does not apply to-) e.Contractual Liability "Personal and Advertising Injury"for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: 1. That the insured would have in the absence of the contract or agreement;or 2. Assumed in a written contract or agreement that is an insured contract"; provided the "personal and advertising injury'is caused by an offense which occurs subsequent to the execution of the contract or agreement. 2. Subparagraph f. of the definition of insured contract"Section V.-Definitions is deleted in its entirety and replaced by the following: 1. That part of any other contract or agreement pertaining to your business, including an indemnification of a municipality in connection for work performed for a municipality, under which you assume the tort liability of anther party to pay for"bodily injury", "property damage"or"personal and advertising injury"to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement 2. This Article E.does not apply if Coverage B. Personal And Advertising Injury Liability is excluded by endorsement. F. INCREASED SUPPLEMENTARY PAYMENTS Subparagraphs 1.b.and d.of Supplementary Payments—Coverages A And B of Section I - Coverages are amended as follows: 1. In Subparagraph b.,the amount we will pay for the cost of bail bonds is increased up to $5,000. 2. In Subparagraph d.,the amount we will pay for a loss of earnings is increased up to $1,000 a day. G. BROADENED NAMED INSURED 1. The Named Insured in Item 1.of the Declarations is as follows The person or organizations named in Item 1. of the Declarations and any organization, other than a partnership or joint venture, over which you maintain ownership or majority interest on the effective date of the policy. However. coverage for any such organization will cease as of the date that you no longer maintain ownership of. or majority interest in, such organization. 2. This Article G. does not apply to any person or organization for which coverage is excluded by endorsement. Form XIL 436 1208 ©2008. XL America Inc Page 4 of 8 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. H. BLANKET ADDITIONAL INSURED—MANAGERS OR LESSORS OF PREMISES 1. Section II-Who Is An Insured is amended to include as an insured any person or organization with whom you have agreed in a written contract executed prior to loss (an "additional insured"). but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you, subject to the following provisions- a. Limits of Insurance. The Limits of Insurance afforded to the"additional insured"shall be the limits you agreed to provide. or the limits shown on the Declarations, whichever is less. b. The insurance afforded to the"additional insured"does not apply to. (1) Any -occurrence" that takes place after you cease to be a tenant in that premises. (2) Any premises for which coverage is excluded by endorsement: or (3) Structural alterations. new construction or demolition operations performed by or on behalf of such 'additional insured" 2. The insurance afforded to the"additional insured"is excess over any valid and collectible insurance available to such "additional insured", unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. I. BLANKET ADDITIONAL INSURED—LESSOR OF LEASED EQUIPMENT 1. Section II-Who Is An Insured is amended to include an"additional insured" (as defined in Article H. above), but only with respect to their liability arising out of maintenance. operation or use by you of equipment leased to you by such "additional insured", subject to the following provisions: a. Limits of Insurance. The Limits of Insurance afforded to the 'additional insured"shall be the limits which you agreed to provide, or the limits shown on the Declarations, whichever is less. b. The insurance afforded to the'additional insured'does not apply to: (1) Any occurrence"that takes place after the equipment lease expires;or (2) "Bodily injury'or'property damage"arising out of the sole negligence of such additional insured. 2. The uisuidiil,e pruvided to tlt "additional insured"Is excess over any valid and collectible insurance available to such "additional insured", unless you have a written contract for this insurance to apply on a primary or contributory basis. J. INJURY TO CO-EMPLOYEES AND CO-VOLUNTEER WORKERS 1. Section II-Who Is An Insured is amended to include your"employees"as insureds with respect to"bodily injury"to a co-"employee"in the course of the co-"employee's" employment by you, or to your"volunteer workers'while performing duties related to the conduct of your business, provided that this coverage for your"employees"does not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your business. Form XIL 436 1208 ©2008 XL America. Inc. Page 5 of 8 Includes copyrighted matenal of Insurance Services Office.Inc. with its permission. 2. Section II—Who Is An Insured is amended to include your"volunteer workers"as insureds with respect to"bodily injury"to a co-"volunteer worker"while performing duties related to the conduct of your business. or to your"employees"employment by you, provided that this coverage for your"volunteer workers"does not apply while performing duties unrelated to the conduct of your business. K. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit of the Section IV-Commercial General Liability Conditions. Notice of an"occurrence"or of an offense which may result in a claim under this insurance shall be given as soon as practicable after knowledge of the"occurrence"or offense has been reported to any insured listed under Paragraph 1.of Section II-Who Is An Insured or any"employee' (such as insurance,loss control, risk manager or administrator)designated by you to give such notice. Knowledge of any other"employee(s)"of an"occurrence"or of an offense does not imply that you also have such knowledge. Notice shall be deemed prompt if given in good faith as soon as practicable to your workers compensation insurer, This applies only if you subsequently give notice to us as soon as practicable after any insured listed under Paragraph 1. of Section II—Who Is An Insured or an"employee"(such as an insurance loss control, or risk manager or administrator) designated by you to give such notice discovers that the"occurrence',offense or claim may involve this policy. L. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Representations.of Section IV-Commercial General Liability Conditions The unintentional omission of. or unintentional error in, any information provided by you shall not prejudice your rights under this insurance. However,this Article L.does not affect our right to collect additional premium or to exercise our right of cancellation or nonrenewal in accordance with applicable state insurance laws or regulations. M. LIBERALIZATION The following is added to Section IV-Commercial General Liability Conditions' Liberalization After the issuance of this policy, if we adopt a change in our forms or rules which would broaden the coverage provided by any form that is a part of this policy without a premium charge. the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. Form XIL 436 1208 ©2008.XL America.Inc. Page 6 of 8 Includes copyrighted material of Insurance Services Office,Inc..with its permission. 9 N. BLANKET WAIVER OF SUBROGATION V. The following is added to Section IV-Commercial General Liability Conditions: Waiver of Subrogation We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied or rented or loaned to you. ongoing operations performed by you or on your behalf,done under a contract with that person or organization; "your work". or"your products". We waive this right where you have agreed to do so as part of a written contract,executed by you prior to loss. O. INCIDENTAL MEDICAL MALPRACTICE INJURY 1. For insurance applicable to this Article O. the definition of -bodily injury" in Section V - Definitions is amended to include, "Incidental Medical Malpractice Injury". 2. The following definition is added to Section V- Definitions. "Incidental medical malpractice injury" means "bodily injury". mental anguish, sickness or disease sustained by a person, including death resulting from any of these at any time, arising out of the rendering of, or failure to render,the following services: a. Medical, surgical, dental. laboratory, x-ray or nursing service or treatment, advice or instruction. or the related furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. c. First aid: or d. "Good Samaritan Services". As used in this Article 0.. "Good Samaritan Services" are those medical services rendered or provided in an emergency and for which no remuneration is demanded or received. 3. Paragraph 2.a.(1)(d) of Section II -Who Is An Insured does not apply to any registered nurse, licensed practical nurse, emergency medical technician or paramedic employed by you. but only while performing the services described in Paragraph 2. above and while acting within the scope of their employment by you. Any "employees" rendering "Good Samaritan Services"will be deemed to be acting within the scope of their employment by you. 4. The following exclusion is added to Paragraph 2. Exclusions of Coverage A.—Bodily Injury And Property Damage Liability of Section I—Coverages [This insurance does not apply to-) Willful Violation of Penal Statute Liability arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals by or with the knowledge or consent of the insured. 5. For the purposes of determining the applicable Limits of Insurance, any act or omission, together with all related acts or omissions in the furnishing of services described in Paragraph 2.a. through 2.d. above to any one person, will be considered one "occurrence' 6. This Article O. does not apply if you are in the business or occupation of providing any of the services described in Paragraph 2. above. Form XIL 436 1208 ©2008,XL America Inc Page 7 of 8 Includes copyrighted rnatenal of Insurance Services Office Inc. with its permission. 7. The insurance provided by this Article O. shall be excess over any other valid and collectible insurance available to the insured. whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. P. EXTENSION OF COVERAGE—BODILY INJURY The definition of'bodily injury'Section V-Definitions is deleted in its entirety and replaced by the following 3. "Bodily injury-means bodily injury, mental anguish, mental injury, shock,fright,disability, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. Q. COVERAGE TERRITORY The definition of"coverage territory"Section V-Definitions is deleted in its entirety and replaced by the following. 4. "Coverage territory" means anywhere in the world. This insurance does not apply to a. "bodily injury"or"property damage'that takes place; or b. "personal and advertising injury'caused by an offense committed outside the United States of America (including its possessions and territories), Canada and Puerto Rico, unless a"suit"on the merits(to determine the insured's responsibility to pay damages to which this insurance applies)is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico. This insurance does not apply to damage. loss. cost or expenses in connection with any "suit"brought outside the United States of America (including its possessions and territories). Canada or Puerto Rico. Form XIL 436 1208 ©2008.XL Amenca Inc. Page 8 of 8 Includes copynghted material of Insurance Services Office.Inc..with its permission. pip i�teir-��i COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement mod+fit s mswance provided under the following COMMERCIAL GENERAL LIABILIT ( OVERAGE PART PRODUCTSICOMPLE TEO GiPEPATIONS LIABILITI COVERAGE PART The following is added to the Other Insurance (2) rou have agreed in writing in a contract or Condition and supersedes any prr+v„+on a the agreement that this insurance would be contrary piimary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that (1) The additional insured is a gamed Insured under such other insurance and CG 20 01 01 13 Irl urdnce Services Office Inc 2012 Page 1 of 1