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Home My WebLink AboutR.A. Smith National, Inca CITY OF OSHKOSH DEPARTMENT OF PUBLIC WORKS 215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, WI 54903-1130 PHONE: (920) 236-5065 FAX (920) 236-5068 LETTER OFTRANSMITTAL To: Mr. Jeff M Mazanec, P.E. Date: December 4, 2075 R. A. Smith National, Inc. Sub�ect: Executed Agreement 100 West Lawrence Street Oshkosh, WI PermiTrackMS4 Suite 412 Services Appleton, WI 54911-5754 Please find: � Attached ❑ Under Separate Cover ❑ Copy o( Letter � Contrects ❑ Amendment ❑ Report ❑ Agenda ❑ Meeting No[es ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans ❑ Specifcations ❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other These are being transmitted as indicated below: ❑ For Approval � For Your Use ❑ As Requested ❑ For Review & Comment Remarks: Enclosed is a copy of the executed agreement for the PermiTrackM54 services. A City of Oshkosh Purchase Order will follow shortly. Please reference this Purchase Order number on all of your invoices. If you have any questions, please contact us. City Clerk's Office — Original cc: _ File—Original Signed: Trecy L ay or I�Enpineennq�TRCV TeyIMIM9[ AO��meTS\RA SmiN LOLEaeWeE PemmTnGM505erv Apreemnl_1N-15 tlas AGREEMfNT This AGREEMENT, made on the� tlay of —��i , 2015, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred ro as CITY, and R.A. SMITH NATIONAL, INC., 100 West Lawrence Street, Suite 412, Appleton, WI 54911-5754, party of the second part, hereinafter referred to as the CONSULTANT, WITNESSETH: That the CITY and the CONSULTANT, for the consideration hereinafter named, enter into the following AGREEMENT for OSHKOSH, WI PERMITRACKMS4 SERVICES. ARTICLE I. PROJECT MANAGER A. Assignment of Project Manager. The CONSULTANT shall assign the following individuai to manage the PROJECT described in this AGREEMENT: Jeff M. Mazanec, P.E. — Senior Project Manager B. Changes in Project Manager. The CITY shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager. The CITY shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE II. CITY REPRESENTATIVE The CITY shall assign the following individual to manage the PROJECT described in this AGREEMENT: James Rabe, P.E., CPESC — Director of Public Works ARTICLE III. SCOPE OF WORK The CONSULTANT shall provide the services described in the CONSULTANT's Proposal. CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect CONSULTANT's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. All reports, drawings, specifications, computer files, field data, notes, and other documents and instruments prepared by the CONSULTANT as instruments of service shali remain the property of the CITY. c��.remem�a�Tawnwwam.s As,eememsw.smun-ve�m�naumsasery n-ie-isao�., Page i of 5 ARTICLE IV. STANDARD OF CARE The standard of care applicable to CONSULTANT's services will be the degree of skill and diligence normally employed by professional consultants or consultan[s pertorming the same or similar services at the time said services are performed. CONSULTANT will re- perform any services not meeting this standard without additional compensation. ARTICLE VII. CITY RESPONSIBILITIES The CITY shall furnish, at the CONSULTANT's request, such information as is needed by the CONSULTANT to aid in the progress of the PROJECT, providing it is reasonably obtainable from City records. To prevent any unreasonable delay in the CONSULTANT's work, the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. ARTICLE X. TIME OF COMPLETION The work to be performed under this AGREEMENT shall be commenced and the work completed within the time limits as agreed upon in the CONSULTANT's Proposal. The CONSULTANT shall perform the services under this AGREEMENT with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees that the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT's control. For the purposes of this AGREEMENT, such causes include, but are not limited to, strikes or other labor disputes, severe wealher disruptions or other natural disasters, failure of pertormance by the CITY, or discovery of any hazardous substances or differing site conditions. If the delays resulting from any such causes increase the time required by the CONSULTANT to perform its services in an orderly and efficient manner, the CONSULTANT shall be entitled to an equitable adjustment in schedule. ARTICLE XI. COMPONENT PARTS OF THE AGREEMENT This AGREEMENT consists of the following component parts, all of which are as fully a part of this AGREEMENT as if herein set out verbatim, or if not attached, as if hereto attached: 1. This Instrument 2. CONSULTANT's Proposal dated November 19, 2015 and attached hereto In the event that any provision in any of the above component parts of this AGREEMENT conflicts with any provision in any other of lhe component parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. i�re�reenrertnq r.NoN.me. nareemenuvza smi�n-verminerkmsa san_+i.�6.�s.ma Page 2 of 5 ARTICLE XII. PAYMENT A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the performance of the AGREEMENT the total sum as set forth below, adjusted by any changes hereafter mutually agreed upon in writing by the parties hereto: Lump Sum $1,500.00 (One Thousand Five Hundred Dollars). B. Method of Payment. The CONSULTANT shall submit itemized monthly statements for services. The CITY shall pay the CONSULTANT within thirty (30) calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhold payment of such amount and shali provide to CONSULTANT a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this AGREEMENT executed by both parties prior to proceeding with the work covered under the subject amendment. D. Indirect Costs. Indirect costs such as computer time, printing, copying, cell phone charges, telephone charges, and equipment rental shail be considered overhead and shail not be invoiced separetely to the PROJECT. E. Expenses. Expenses may be billed with up to a maximum of 10% mark-up. All invoices with expenses shall include supporting documentation of the expense. Failure to include the supporting documentation will result in the reduction of payments by the amount of those expense(s) not including documentation. ARTICLE XIII. HOLD HARMLESS The CONSULTANT covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands which may be to the proportionate extent caused by or resuR from the intentional or negligent acts of the CONSULTANT, his/her agents or assigns, hislher employees, or his/her subcontractors related however remotely to the performance of this AGREEMENT or be caused or resWt from any violation of any law or administrative regulation, and shall indemnify or refund to the CITY all sums including court costs, attorney fees, and punitive damages which the CITY may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the GTY's writ�en demand for indemnification or refund for those actions, claim, and demands caused by or resulting from intentional or negligent acts as specified in this paragraph. Subject to any limitations contained in Sec. 893.80 and any simitar statute of the Wisconsin Statutes, the CITY further agrees to hold CONSULTANT harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of re-use of the documents without consent where such liability is founded upon or grows out of the acts or omission of any of the officers, employees or agents of the City of Oshkosh while acting within the scope of their employment. i:��a��..n�e;Ta�yr.N��ua� ne��mamnr+a sm;�n va�mira�kmsa saH n-�e-is eo�. Pag2 3 Of 5 ARTICLE XIV. INSURANCE The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance Requiremenfs. ARTICLE XV. TERMINATION A. For Cause. If the CONSULTANT shall fail to fulfill in timely and proper manner any of the obligations under this AGREEMENT, the CITY shall have the right to terminate this AGREEMENT by written notice to the CONSULTANT. In this event, the CONSULTANT shall be entitled to compensation for any satisfactory, usabie work completed � B. For Convenience. The CITY may terminate this AGREEMENT at any time by giving written notice to the CONSULTANT no later than ten (10) calendar days before the termination date. If the CITY terminates under this paragraph, then the CONSULTANT shail be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the AGREEMENT and any alteretion thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this AGREEMENT. ARTICLE XVI. RE-USE OF PROJECT DOCUMENTS All reports, drawings, specifications, documents, and other deliverables of CONSULTANT, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. CITY agrees to indemnify CONSULTANT and CONSULTANT's o�cers, employees, subcontractors, and affiliated corporations from all claims, damages, losses, and costs, including, 6ut not limited to, litigation expenses and attorneys fees arising out of or related to the unauthorized re-use, change, or alteration of these project documents. ARTICLE XVII. SUSPENSION DELAY OR INTERRUPTION OF WORK CITY may suspend, delay, or interrupt the services of CONSULTANT for the convenience of CITY. In such event, CONSULTANT's contract price and schedule shall be equitably adjusted. e�eirema.n�a�Taw T.ID�m�<. aaaeme��san smun-va�minewnsa s.ry i vie-is oo�. Page 4 of 5 ARTICLE XVIII. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than CITY and CONSULTANT and has no third-party beneficiaries. In the Presence of: (Seal of Consultant if a Corporation) (Witness) (Witness) APPROVED: �11,6..L -�a. L �..n�LL��,. City ttorney — CONSULTANT By: t� .� PR�ECz },MNqC£R- ( pecify Title) m (Specify CITY OF OSHKOSH � An I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this AGREEMENT. �LY'.� ti�+°l City Comptroller I\Engineering�TratyTaylwVames'Agre¢menlslPASmM-PermlTncFMSCSarv 11-18-15EOu - Page 5 015 November19,2015 Mr. James Rabe, P.E., CPESC Director of Public Works 215 Church Avenue Oshkosh,WI54901 Re: Professional Services Proposal Oshkosh PermiTrackmsa Services Dear Mc Rabe: R.A. Smith National Bryonss�,��„�g o�,rtensr,�.ms ?,eCb7vED - 'dOV i92015 DCPTOF PU[7LIC APORIiS OshIi;OSH, 11'1SC0A'S1N Thank you for the opportuniTy to propose professional services to support use of ffie PermiTrackmsa application as part of the City of Oshkosh, WI (City) s[ormwater management program. We are confident the PermiTracicros+application will serve m increase the efficiency of your permit compliance efforts and simpli(y both rerord management and reporting. � This proposal states the Projec[ Purpose, describes our proposed Scope of Services and po[enfial Additional Serrices, identlfies City Responsibilities, and proposes Schedule and Compensation provisions for the project. I. Project Purpose The purpose of these services is to generate a func[ional PermiTrackms<user accoun[ and database for the CiTy of Oshkosh, WI based on existing permi[, smrm water management plan and report informa[ion and to provide PermiTrackmsa training for Owner staff using the prepared database informa[ion so Owner staff can access and use PermiTracicws+. [L ScopeofServices: RASN's services, as an Authorized PermiTrack Business Partner for this project, are proposed in [wo phases: A. Setup Phase - Establish City of Oshkosh information a�d primary users in the PermiTrackMSa database, and populate the application with con[en[ specific to the City of Oshkosh, WI. This will then support user training for full implementation of the application by [he City. Content used for this task is based upon information provided by [he City and published in: 1) The State of Wisconsin Department of Namral Resources General Permit to Discharge Under [he Wisconsin Pollutant Discharge Elimination Sysrem WPDES Permit No. WI-S050075-2, effective May 1, 2014. 2] The City's storm water management program information provided as plans, existing documents and recent annual reports. 3) Readily available information accessible [hrough the CiTy of Oshkosh website at: htto � / /www2.ci.oshkosh.wi.us /. B. Training Phase - RASN will conduc[ a UserTraining Workshop to train City staff in administra[ion and use of the PermiTracicwsa applica[ion in person at City of Oshkosh facilities. RASN will wstomize the training activitles to meet [he needs of the individual User participan[s for the application and their availa6ility wi[hin the training period. Par[icipan[s are strongly encouraged ro have online access during the training workshop. Oeliver excellence, vision, and respansive service [o our dientt. 100 West Lawrence Streep Suite C12 • Applemn, W l 54911-5)SE �(920�>313099 . Faz (920� 131�639B Corponte OHice' BmoNIeIE, Wl � nsmltM1nationaLmm R A.Smith Natim�al Mc James Rabe, P.E, CPBSC Page 2/ November 19, 2015 RASN will also offer a general PermiTracktnsa demonstration session for o[her City s[aff, elected officials or other par[ies not directly involved in use of the application a[ the CiTy's discretion. This session will be provided in person within [he time frame of the training workshop or at another mu[ually accepta6le time if neressary ro better meet schedule consideraUOns. III. Additlonal Services: The following services are not proposed a[ (his tlme, but can be offered for the CiTy's considera[ion. A. Ex[ended services beyond those specificaliy described in the proposed Scope of Services. B. Development of stormwater managemen[ plan elements or reports. C. Ongoing updates to [he CiTy's data in the PermiTrdckwsa applicafion aRer mmple[ion of the ini[ial setup. N. City's Responsibilitles A. The City will provide currentversions of their M54 stormwater discharge permit, stormwater management plan and mos[ recent annual reports. B. City staff will actively participate in a User Training Workshop conduc[ed by RASN, preferably with active web access for all parficipants. V. Schedule A. PermiTracicwsa setup - These services can begin immediateiy following authorization and will be rompleted within a[wo week period. B. PermiTrackMSa User Training Workshop - We understand the CiTy is currently seeking [o add professional staff io its stormwater management team. RASN will work wi[h [he City ro schedule the training workshop promptly after [he new staff are available ro participa[e. On that basis, we anticipate the training workshop will be scheduled in early 2016. VI. Professional Fees A. We propose these services for a lump sum amount of $1,500, including the mst of expenses direcUy related m the project No[e that subscription to the PermiTrackM54 applica[ion is no[ par[ of [hese services and is authorized through a separate agreement direcUy with Foundation Business Systems, LLC. B. RASN will su6mi[ an invoice upon complefion of each phase of the projec[ as described. Please con[ac[ me with any questions regarding these proposed services. We sinrerely appreciare this oppor[unity [o work wi[h the CiTy of Oshkosh and your smrmwa[er managemen[ [eam. Sincerely, R.A. Smith National, Inc. e Maza ec� Sc Projec�ager (920) 731-8397 Ext 3406 leff MazanecC�7RASmithNatiooal.com RASMITHA'I CSCHUMACHER AC R' CERTIFICATE OF LIABILITY WSURANCE o°��"""�� `/ 1'I/19/2075 THIS CERTIFILATE IS ISSUED AS A MATTER OF INFORMATION ONLY AN� CONFERS NO RIGHTS UPON THE CERTIFICATE HOLOER. THIS CERTIFICATE DOES NOT AFFIRMATIVELV OR NEGATIVELV AMEND, EXTENO OR ALTER THE COVERAGE AFFOROEO BYTHEPOLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN TNEISSUINGINSIIRER�S�,AUTMORIZEO REPRESENTATIVE OR PROOIICER, ANO THE CERTIFICATE HOLOER. IMPORTANT: It lM1e ceRificate M1oltler isanAO�ITIONALINSURED,[M1epolicy(les�muatbeentlarsed ifSUBROGATIONISWAIVEO,soblec[lo the lerms antl contlitlons oi Me poliry, certain policles may require an entlarsemenl. A sUtemanton this certificale ticea not confer righh to the certi(icate M1alaer in lieu ot such anaorsament�s�. veowcea °ONTAOi Ma Jo Nowak, AU, CIC, ARM, RPLU NPME' lohnson Insunnca Mihvaukae �� oxe , g00 509-4541 °•x 555 Main Street uc xo ea.� uc He: (877) 256-8586 Ste381 nove�ess-.info 'ohnsonins.rom �BCIOB� WI50d03 � � � � � �� li INSUFERR �FFOM�ING WVEMGE NRICY � . .r i vr r�aLw N�UKK a.n.smimw.no�.i.m�. „snGPSH,\vISGON�IN Chris Pinkowckl 1fi]IS W. Bl�emountl Rtl, Ste 300 Brookfieltl,WI5J005-5938 THAT THE POLICIES OF INSt1RANCE LISTEO 6ELOW MFVE BEEN ISSUt� I V II ISTHNDING ANY ftE�UIREMENT, TERM OR GONDITION OF ANY CONTRHGTO . ISSUE� OR MAY PERTAIN, THE INSl1RANCE AFFORDED BY THE POLICIES I I�ITIONS OF SUCH POLIQES. LIMITS SHOWN MHV HAVE BEEN RE�UCE� BY PAI� COXMEP@IGENEML WBILItt ] CLAIMSMME O CCCUF %I FOtICY IJ jECi � LCG OiXER: PUTOMOBILELI/.BWIY A X PNYPUIO qUT0�E0 AOTOSUIE� x HIflE�AUT05 X qOTO-0WNED J( VN9REW WB iI CLCl1R p �.vccss une �uiusw oeo ncreunoHs WOFI(ERSCOMGFNSPTIOX PND EMGLOYER$' LIPBILIiY /� µVGPOPRIEIOW➢FXTNFAIE%KYiNE I X X I:]�/FYbl�l Oi/OiIZOiE BOOLLYINJORY�Gerpanm) 1 eooi�vixmer�a.�.coaop s Ge�e denlD�AGf S f EACHOCCIIPPENCE 5 ��Q�/2��6 AGGREGFTE 1 s X 'srnrure iA" 01M1I2016 E�.Eq[reecioexi s WHICH THIS THETERMS. q Pro(essionelLiab RDP0020]�� O]/01I3015 0]/01I3016 Pe�Claim 2,001 q PmfessionalLiaO ROP0010]J3 0]101R015 O�I01I2016 Aggregale 2,001 0.ESViIOH OF OPEflPTONSI LOL1ilOX5l VEHIQES �P<Ofl01Y1. REEltlonal R�m�Ma ScMCUI�� m�y E� �NC�N N mon �p�u b npulMl Projactk115U18/ �M1e G�y of Os�koaM1, antl its offwn, coun<il members, agen6, employaec antl auNOtlud volunteen are etlEiYanal insuretls on a ptlmary antl non .ontriEUtory basis as respecl+Generel Liabiliry, Aulomobile Llability, antl IlmErella Liabiliry.30 tlaya nolice ot cancelatian [o [M1e Liry of OaM1kosh appll¢s. City of OsM1kosh Attn: Ciy Clerk 215 Church Avenua PO Box11]0 OsM1kacM1,W15690]-1130 SHOIILO ANY OF TIE ABOVE DESCRIBE� POLILIES BE CANCELLEO BEFORE TIE E%PIRqTION �RiE THEREOP, NOTICE WILL BE DEL�VE0.ED IN RCCOROANCE WITH TIE POUCV VROVISIONS. 0 1 988-201d ACORD CORPORATION. All rights reservetl. ACORD 25 (2016I01) The ACORD name and logo are regisrered marks o/ACORO Policy Number: PSA0001190 Named insurea: R. A. Smith National, Inc. RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFUILY. RLIPack� BUSINESS AUTO IENHANCEMENT SCHEDULE OF COVERAGES A�ORESSED �BY 7HIS ENDORSEMEN7 A. Broad Fortn Named Insured B. Employees As Insureds C. BlanketAtltlitionallnsured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage �� G. Auto Laan Lease Gap Coverage H. Glass Repair— Waiver Ot Detluctible 1. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Phystcal Damage — Loss Of Use L. HiredCar—WOrltlwideCoverage M. Temporary Transportation Expenses N. AmendetlBOtlilylnjuryDefinition—MentalAnguish O. Airbag Coveroge P. Amended Insured Co�trect Definition —Railroad Easement Q. Coverage Eztensions — Audio, Visual And DaW Electranic Eqtiipment Nat Oesigned Solely For The Productlon Of Sound '� R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissfons 7. Towing Coverege PPA 300 03 71 Page 1 of 5 This endorsement motlifies insurance pmvided under the following: BUSINESS AUTO COVERAGE FORM A. Broatl Form Named Insured The following is adtled to the SECTION II — LIABILITY Coverage, Para9raph A.1. Who Is An Insured Pmvision: Any business entity newly acquired or formed by you dunng the policy period, provided you own fifiy percent (50 %) or more of the business entity and the business entity is not separately insured for Business Au[o Coverage. Coverage is eatentled up to a maximum oF one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excludetl by endorsement. B. Employees As Insuretls The following is atlded to the SEC710N II — LIABILITY COVERAGE, Paragraph A.1. Who Is An Insuretl Provision: Any "employee" of yours is an "insured" while using a covered "aum" you don't own, hire or borrow in your business or your personal affairs. C. BlanketAdditionallnsured The Following is added t0 the SECTION II — LIABILIN COVERAGE. Para9raph A.1. Who Is An Insured Provision: Any person or organization that you are requiretl to include as an additional insured on lhis coverage fortn in a contract or agreement that is executed by you before the "bodily injur�' or "property damage" occurs is an "insured" for liability coverage, but only for tlamages to which this insurance applies and only to Ihe eMent that pereon or organization qualifes as an "insured' under the Who Is An Insured provision containetl in SECTION II — LIABILITV COVERAGE. The insurance providetl to the addi[ional insured will be on a pnmary and non-contribuiory basis lo the additlonal insured's own business auto coverage "rf you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage' occurs. D. Blanket Waiver Of Suhrogation The following is added to the SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditlons, 5. Tansfer Of Rights Of Recovery Against Others To Us: W,e waive any right of recovery we may have against any person or organization lo the e#ent required o( y4'u by a contrect executed prior to any "accidenP or I ss", provided that the 'accidenP' or "loss" arises o$t of the operations contemplated by such contract. The waiver applies only to the person or o�Iganiza[ion designated in such wnVact. E. E�nployee Hired Autos 1� The following is added [o the SECTION II — LIABILITY COVERAGE, Paregraph A.1. Who Is An Insuretl Pmvision: '� An "employee" of yours is an "insured" while � operating an "auto" hired or rented under a contract or agreemen[ in ihat "employee's" name, with your permission, while perfortning duties reta[ed to the conduct of your business. Changes In Generai Conditions: Paragraph S.b. of the Other Insurance Contlition in the BUSINESS AUTO . CONDITIONS is deleted and replaced wilh Ihe , followin9'. 6. For Hired Auto Physical Dama9e Coverage, , the following are deemed to be covered "autos" you own: (1) Any coveretl "auto" you lease, hire, rent or borrow, and � (2) Any covered "auto" hired or rented by your "employee" under a contrdct in that individual "employee's" name, with your permission, while pertorming duties related to the conduct of your business. However, any "auto" tha[ is leased, hired, rented or bormwed with a driver is no[ a covered "auto". F. ellow Employee Coverage ECTION II — LIABILIT7 COVERAGE, Ecclusion .5. does not apply rf you have workers compensation insurance in-fome covering all of your employees. G. /�uto Loan Lease Gap Coverage ECTION III — PHYSICAL DAMAGE COVERAGE, Limit Of Insurance, is amended by the additlon f the foilowing: Ih the event of a total "loss" [o a covered "auto" �hown in the Schedule of Declarations, we will pay any unpaid amoun[ due on the lease or loan for a Covered "auto", less: PPA 300 03 11 Page 2 of 5 1. The amoun[ paid under the PHYSICAL DAMAGE COVERAGE secfion of the policy; and 2. My: a. Overdue lease/loan payments at [he time of the "loss'; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. a Security deposits not retumed 6y the lessor; tl. Costs for eMended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. H. GlassRepair—WaiverOfDeductible SECTION III — PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: No deductible for a covered "auto" will apply to glass damage if the glass is repaired ra[her than replaced. I. Personal Effects Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage E#ensions: c. Pereonal Effects Coverage In the event of a total theft loss of your covered "auta we will pay up to S400 for "loss" to weanng apparel and other personal effects which are: (1) Owned by an "insured"; and (2) In or an your covered'auto"; No deductible applies to Personal Effects Coverage. J. Hiretl Auto Physical Damage Coverege The foliowing is added to SECTION Iil — PHYSICAL DAMAGE COVERAGE, A. Coveage, 4. Coverege Entensions: d. Hired Auto Physical Damage Coverege If hired "autos' are covered "autos" for Liability Coverage and Nis policy aiso provides Physical Damage Coverdge for an owned "auto', then the Physical Damage Coverage is ex[endetl to 'autos" that you hire, rent or borrow suhject to the foilowing: (1) The most we will pay for "loss' in any one °awidenP to a hired, rented or borzowed "auto' is Ihe lesser of. (a) $60,000 ' (b) The actual cash value of the damaged or stolen pmpeRy as of lhe time of the ' "loss'; or (c) The wst of repairing or replacing the damaged or stolen property with other property oF like kind and quality. (2) An adjustment for depreciation and physicai condition will he made in fhe event ot a lotal loss'. �(3) If a repair or replacement resul[s in better than like kind or quality, we will not pay for ' the betterment. '(4) A deductible equal to the highest Physical ' Damage deducti6le applicable to any owned auto will apply. �(5) 7his Coverage Fxtension will not appty to: (a) Any "auto" that is hired, rented or borrowed with a driver; or � (b) Any 'auto° that is hired, rented or � borrowed fmm your "employee' K. F�ired Auto Physical Damage—Loss Of Use �e following is added to SEC710N 11 — LIABILITY OVERAGE, A.2. Coverage Eztensions: g. We will pay sums which you legally mus[ pay to ' the Iessor of a covered 'auto" which you have leasetl without a driver for [hirty (30) tlays or less ', for the lessors loss of use aF [he covered °auto', provided: ' (1) This insurance provides comprehensive, I specifed causes of loss or collision covered � on the covered "auto"; � (2) The loss af use results from Ihe coveretl "auto' being damaged in an "accident" while you are leasing it We will pay up to a maximum limit of 51,500 for ', this covered extension. L. 111HiretlCar—WorldwideCOVerega �he following is addetl to SECTION II — LIABILITY OVERAGE, A.2. Coverage Extensions: �. Hiretl Car— Worldwitle Coverage � (1) We will pay all sums an "insured' legally must pay as damages 6ecause of "bodity � injury° or "property damage' to which this . insurance applies, caused by an "accitlenC � which occurs outside of the United Slates of �� America, the territones antl possessions of , the Uni[ed States of America, Puerto Rico and Canada resWting from Ihe maintenance, i or use of any covered "auto' of the private passenger type you lease, hire, rent or bonow without a driver For thidy (30) days or less. PPA 300 03 11 Page 3 of 5 (2� Wth respecl to any claim made or "suiC ins6Ntetl outside the United States of America, the temtones and possessions of Ne United States of Amenw, Puerto Rico, and Canada: (a) You shall undertake the inves6gation, settlement antl defense of such ciaims and "suits" and keep us advised of all proceedings and actions. (b) You will no[ make any settlemen[ without ouroonsent. (c) We will reimburse you: (i) For the amoun[ of damages be- cause of liability imposed upon you by law on account of "bodily° injury" or'property damage" to which this insurance applies, and (ii) For all reasonable expenses inwr- red with our consent in cannection wlth the investigation, settlement or defense of such claims or "suits". Reimbursement for expenses will 6e part o( the Limit of Insurance fo� liability coverage shown in the Busi- ness Auto Coverage Declarations, and no[ in addition to such limits. (3) The limi[ of Insurance for Liability Coverage shown in the Business Auto Coverage Declarations is [he most we will reimburse you for the sum of all damages imposed on you, as set forth in paragraph 2.c. ahove, and all expenses incurretl by you ansing out of any single'accident" or "loss°. (4) You mus[ maintain the greater of the following pnmary auto liability insurance limits: (a) Compulsory admitted insurance with limits required to be in foroe to satisfy the legal requirements of the jurisdicGOn where the accident ocwrs; or (b) Insurance limits required by law and issued by a government entiry or by an insurer licensed or permitted by law to do business in [he jurisdiction where the "accidenP occurs; or (c) Auto liability insurance limits of at least $300,�0� combined single limit or $100,000 per persoN$300,000 per acci- den[ Bodily Injury, $100,000 Propedy Damage. If you fail to comply with the above, Nis insurance is not invalidated. However, in [he event of a"loss", we will pay only to ihe ez[ent that we would have been liable had you so complietl. ;(5) The insurence provided by this coverege . eMension is ezcess over any other � collectible insurance available to you ', whe[her on a pnmary, excess wntingenl or � any other basis. M. Temporary Transportation F�cpenses SEC710N 111 — PHYSICAL DAMAGE COVERAGE, p.4. Coverage Erztensions, subparagraph a. TrIansportation Ezpenses is deleted and replaced by� Ihe following: a; Transportation Ezpenses �� (1) We will pay up to a maximum of $1,500 for � [emporery transporfalion expense incurted � by you because of Physiral Damage lo a wverage "auto". (2) We will pay only for those wvered "autos' for which you wrry Comprehensive, Collision or Specifed Case of Loss �� Coverage. ;(3) We will pay onry for those expenses inwrted � by you tlunng the penod of time that begins hventy-four (24) hours after the wvered 'loss' and ends a[ the time when the ' covered "auto" can be reasonable repaired orreplaced. (4) This cove2ge does not apply while there ' are spare or reserve'autos" available to you ' for your operetians. N. qmended Badily Injury Definition — Mental Anguish i The following� is added to SECTION V— �EFINITIONS, DefniBon C.: "�odily injury° also includes mental anguish, but only ryhen the mental anguish anses from other bodily ipjury, sickness or disease. O. Airbag Coverege The following is addetl to SECTION III — PHYSICAL DAMAGE COVERAGE B. Exclusions 3.a.: Nowever, this exclusion will not appty to accidental P. �ischarge of an airbag due to mechanical or lectrical breaktlown. mended Insured Contrect Definition — Railroatl �asement ECTION V — �EFINITIONS paragraph H. "Insured iontact" is modified as follows: 1. Paregraph H.3. is replacetl by Ihe following: 3. Any easement or license agreement. Paragraph H.6.a.is deletetl. PPA 300 03 11 Page 4 of 5 �. Cove�age Extensions — Audio, Visual And Data Electronic Equipment Not Designetl Solely Far The Production Of Sound SECTION III — PHYSICAL DAMAGE COVERAC�E e. Exclusions, eacception parag2ph a. to excfusion 4.c, and b.d. is deleted and replaced with the foliowing: a. Equipment and aaessories used wlth such equipmenl, except for tapes, records, discs or other elec[ronic media device, provided such equiDment is permanently installed in Ihe covered "auto' at Ne time of the "loss' or is removable from Ihe housing unit which is permanently installed in the covered "auto" at Ne Ume of the "loss°, and such equipment is designed to be solely operated by use of the power from the "autos" electriwl system, in or upon the covered'autos"; or 5. R. Notice Of And Knowledge Of Occurrence SECTION IV — BUSINESS AUTO CON�ITIONS, T' A.2. Dutles In The Event Ot Accident, Claim Suit Or Loss, subparagraph a. is deleted and replaced with the foilowing: a. In Ne event of "accidenP, claim, "suiC or "loss", you must give us or our authorized represenWtive pmmpt notice of the "accidenC or "loss"inclutling: (1) How, when and where the "accidenC or "loss' occurred; (2) The'insured's' name and atltlress; and (3) To the eMent possi6le, the names and addresses of any injured person and witnesses. Your duty to give us or our aufhorized representative pmmpt notice of the "accitlenP' or "loss' applies only when [he "accidenY or'loss' is known ro: (1) You, if you are an individual; (2) A partner if you are a partnership; or .(7) M executive officer or insurance manager, if you are a corpora&on. Unintentional Errors Or Omissions S�CTION IV — BUSINESS AUTO CONDITIONS, B. G nerel Conditions; 2. Concealment Misrepre- sentaGon Or Fraud is amended hy adding the following: The unintentional omission of, or unintentional error in� any infortnation given by you shall not prejudice y�ur rights under this insurance. However this pro- vi5ion does not affect our nght to wllect additional premium or exercise our righl of cancellation or nonrenewal. 7owing Coverage S�CTIDN 111 — PHYSICAL DAMAGE COVERAGE, /µ2. Towing, is deletetl and replaced by t0e f�llowing: 2. We will pay up to $750 for towing and tabor costs inwved each time a covered "auto" is disabled due to a covered cause of bss. However: a. All labor must be performed at Ne place of disablemenk and b. If the wvered auto is a private passenger type no deductible applies; and c. If the covered auto is not of the pnvate passenger type our o6ligation [o pay will be retluced by a$25p deductible per disablement. ALL OTHER 7ERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPA 300 03 11 Page 5 of 5 Policy Num6er: PSB0003258 RLI Insurance Company Named Insured: R. A. Smith National, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack� FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modi(es insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II — LIABILIN 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, bu[ only with respec[ to lia6ility for "bodily injury", "propeAy damage" or "personal and ativertisinq injury" caused in whole or in part by you or those acting on your behalf: a. In the pertormance o( your ongoing opera[ions; b. In wnnection with premises owned by or ren[ed to you; or c. In connection with "your work" and included within the "productcompleted operations hazartl'. 2. The insurance provided to Ihe additional insured by this endorsemen[ is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specificalty is added by another endorsement to this policy. b. This insurence does not apply to the rentlering. of or faiWre to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liabllity Antl Medical Expenses Limits of Insurance. 3. The following is added to SECTION ill H.2. Other Insurence — COMMON POLICY CONDI710N5 (BUT APPLICABLE ONLY TO SECTION II — LIABILITY) However, if you specifcally agree in a contract or agreement that the insurence provided to an additional insured under [his policy must apply on a primary basis, or a primary and non-contributory basis, this insurence is primary to other insurance that is available to such additional insured which covers such additional insuretl as a named insured, and we will not share with Nat other insurance, provided [hat: a. The "botlily injury" or "property tlamage" for which coverege is sought occurs after you have entered into that contracl or agreement or b. The "pereonal antl advertising injury" for which coverege is sought arises out of an offense committed aRer you have entered into that contrect or agreemen[. 4. The following is addetl to SECTION III K. 2. Trensfer oi Rights of Recovery Against Othen to Us — COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II — LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of 'your work" pedormed by you, or on your behalf, under a contract or agreemenl with Ihat person or organization. We waive these rights onry where you have agreetl to do so as part of a contract or agreement with such person or organiza6on entered into by you before Ihe "bodily injury" or "property damage" occurs, or the "personal antl ativertising injury' offense is committed. ALL OTHER 7ERM5 AND CONDITIONS OF THIS POLICY REMAIN UNCHANGEO. PPB 304 02 72 Page 1 of 1 Policy Number PSE0003043 RLI Insurance Company THIS ENOORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack� FOR DESIGN PF�OFESSIONALS EXCESS LIABILITY ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSEC� BY THIS ENDORSEMENT A. General Aggregate Limit— Per Project Or Per Location � 8. Additionallnsured—Primary/Non-contributory C. Waiver Of Tansfer Of Rights Of Recovery Against Others To I�s This endorsement modifes insurance provided under the following: COMMERCIAL EXCE55 LIABILITY COVERAGE FORM A. General Aggregate Limit — Per Project Or Per Location Paragraph 2.a. of C. Limits of Liability of SEC710N I— INSURING AGREEMENT is deleted and replaced by [he tollowing: a. The limit of liability stated in the Oeclardfions as general aggregate is the most we will pay during each policy period for all ultimate net loss, except ultimate net loss because of. (1) injury and tlamage induded in the products- completed operations hazard or, (2) any wverage included in underlying insurance to which no undetlying aggregate applies. The general aggregate applies separately to each of your "prqecGs" away from premises owned by or occupietl by you or to each of your loca[ions owned by Or occupied by you. "Pmjects" mean an area away fmm premises owned by or rented to you at which you are pertortning opera[ions pursuant to a wntract or agreement. For the purposes of tletermining the applicable aggregate limit of insurance, each "projecP' at the same 'loca6on' shall be considered a single "projecl". For the purposes of this provision, 9ocation" means (1) premises involving the same or connecting lots; (2) premises where connection is interrupted only by a street, roadway, watern�ay or nght- of-way of a railroad; or e. C. I(3) premises where operations are perfortned in , sections, stages or phases as a continuation of the same contract or agreement, even if Ihe premises do not involve connecting lots. �.tltlitional Insured — Primary/Nontontributory �aragraph K. Other Insurance of SECTION IV — (�ONDI710N5 is deleted and replaced by the following � K. Other Insurance �� If other insurance, whether collec[ihle or not, is i available to the insured covering a loss also I covered by this policy,the insurance aiforded by , this policy shali be in excess of, and shall no[ � contribute with, such other insurance. However, � if the undedying insurence provides coverage � to an atltli[ional insured on a primary 6asis, or a ' pnmary and noncontributory basis, [his insur- ance shall be available to such additional insured on an excess basis over lhe underlying insurance. We will not share with other I insurence which covers such additional insured I as a named insuretl. Warver Of Transfer Of Rights Of Recovery I(gainstOthere To Us aragreph L. Subrogatton of SECTION N— �ONDI710NS is deleted. and replaced by [he fbllowing: PPU 304 0610 Page 1 of 2 L. Subrogation In the event of any payment under this policy, the inwred must rwtiry us of any of Ihe insured's nghts o( recovery against any person or organiza[ion. We shall be subrogated to all such rights. The insured shall execute antl deliver instrumenks and papers antl do whatever else is necessary to secure such dghts. The insuretl shall do nothing after loss to prejudice such rights. However we waive any nghts of recovery we may have a9ainst any pereon or organ¢a[ion if Ihe underlying insurance also waives such rights. �lny amount recovered thmugh subrogation or ptherwise shall be apportioned in the inverse order pf payment of the claim or daims involved to the gMen[ of actual payment thereof by all interests. The gzpenses of all such recovenes and proceedings in connection [herewith shall be apportioned in the ratio of respective recoveries. Wth respec[ to Rroceedings conducted solery by us, if [here is no r;ecovery, we will bear the expense thereof. I( fhere �i a recovery, we shall be reimbursed in fuil from uch recovery for the amounl of a11 ezpenses arred by us before apportionment of such rscovery as herein provided. ALL OTHER TERMS AND CONDITIONS OF THIS I OLICY REMAIN UNCHANGED. i PPU 304 0610 Page 2 of 2