Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
United Sites Services of California, Inc. 2015-07-01
CITY OF UKIAH SUBMIT DUPLICATE INVOICES TO: ACCOUNTS PAYABLE 300 SEMINARY AVENUE UKIAH, CA 95482 ACCTS. PAYABLE: (707) 463.6230 PURCH, DEPT: (707) 463 -6233 PURCH. FAX: (707) 463 -6234 CONTRACT Contract number must appear on all invoices VENDOR; UNITED SITE SERVICES 01a0 1521 Copperhill Parkway Santa Rosa, CA 95403 ACCOUNT ITEM QUANTITY SHIP TO; CITY OF UKIAH 411 West Clay Street Ukiah, CA 95482 CONTRACT NO. 1415209 PAGE 1 OF 1 DATE: 6/18/15 DESCRIPTION VARIOUS 1 OPEN PORTABLE TOILET RENTAL AND SERVICING TERM: JULY 1, 2015 THROUGH JUNE 30, 2018 AS PER BID OPENING; 6/9/2015 CITY COUNCIL APPROVED: 6/17/15 FOB: Ukiah UNIT PRICE CONTRACTOR TO MAINTAIN INSURANCE DOCUMENTS PER THE CITY'S REQUIREMENTS FOR THE FULL TERM OF THE AGREEMENT. Attachments listed below are Included as part of the contract. No other terms and conditions will be accepted unless agreed to and sign d by both pa APP Attachments: Terms & Conditions United Site Services Bid dated 6/8/2015 ACCEPTED BY: VENDOR'S COPY TOTAL SUBTOTAL 0.00 TAX: TOTAL: '$0.00 MARY HORGER, PUR. HA G UPERVI5QR I JO /VT ADAM W. JACOBS, GENERAL COUNSEL & SEC. OA" E. 1 GENERALLY. These Terms and Conditions of gale ("Terms a Conditions") apply to all ppurchases by City of Ukiah. (Referred to a "Buyer"). Tlie supplier of goods and services under this -transaction is herein referred to as "Seller". The goods or service purchased are referred to as the 'Purchase. 2. TERMS EXCLUSIVE. Buyer will order the goods or services described herein only upon the terms and conditions contained herein. Seller's acceptance of this order shall occur either through commencement of performance under this order or acknowledgment of this order. By accepting this order, Seller waives all terms and conditions contained in its q station, acknowledgment, invoice or other documents which are diferent from or additional to those contained herein and all such different SELLER additional terms s NOTconCHANG� hall MATEIRIA L void. OF MANUFACTURE SOURCES OF SUPPLY MANUFACTURING PR OR WRITTEN CCONSENOTROF LOCATION 3. INSPECTION. All goods shall b received subject to Buyer's inspection and refection. Defective goods and fogoods otherwi a not contorm n to this order shall be held r Seller's instruction and at Seller's risk, and if Seller so directs, shall be returned at Seller's expense. No defective goods shall be replaced without a new purchase order. Payment by Buyer shall not be construed as an acceptance Of goods. Buyer may return to Seller any non - defective, excess goods within thirty (30) days of receiving them. 4. CHANGES. City may make changes within the fgeneral scope of this order in drawings and specifications or specially manufactured supplies, place of delivery, method of shipment or packing of the order by giving notic to Seiler and subsequently confirming such changes in writing. It such changes affect, the cosf of or the, time required- for erformance of this order, an equitable adjustment in performance or delivery or both must be mpde. No change by Speller is allowed without City's written approval. Any claim y Seller for an, adjustment under this section must be made in writing within thirty (30) days from the date of receipt by Seller of notification of such change unless City waives this condition in writing. Nothing in trfis section excuses Seiler from proceeding with performance of the order as changed. 5. TERMINATION. City may terminate this order at Sany time either verbally or in writing, with or without cause hould termination occur, City will pay Seller as full performence until such termination the unit or pro rata order price for the performed and accepted ortion ,of the Purchase. City may provide written notice of termination for Seller's default it Seller refuses or fails to comply with this order. I eller does not cure such failure within a reasonable time period, or fails to perform the Purchase within the time specified (or allowed by extension), Seller will be liable to City for any excess cost incurred by City. 6. TIME EXTENSION. Time is of the essence City i may extend the time tor completion if, in Lity s sole determination, Seller was delayed because of causes beyond Seller's control and without Seller's fault or negligence. In the . event delay was caused by City, See's sole remedy is limited to recovering money actually end necessarily expended by Seller because of the delay; here is no right to recover anticipated profit. 7. REMEDIES CUMULATIVE. City's rights and remedies under, this order are not exclusive and are in addition to any rights and remedies provided by law. B. TITLE. Title to materials and supplies purchased under this order pass directly from Seller to City upon City's written acceptance , following an actual inspection andCity's and to reject. 9. PAYMENT. City will pay Seller after receiving acceptable invoices for materials and supplies delivered and accepted or seryices rendered and accepted. City will not pay Cartage, shipping packaging or boxing expenses unless specified in this order. 10. INDEMNIFICATION. Seller agrees to indemnify and hold harmless from and against an claim action, damages, costs fine uding, without limit ion, attorney's fees), injuries, or liability, arising out of the urchase or the order, or their performance. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be roundless or not, arising out of the Purchase or order, or -their performance, Seller will defend City (at City's re,uest, and with counsel satisfactory to City) and Indemnify City for any judgment rendered against h or any sums, paid out in settlement or otherwise_ For purposes of , this section `City' includes City's officers, elected officials, and employees. This rparagraph 9 will survive termination of this order. The equirements as to the types and limits of insurance coverage to be maintained by Seller, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by, Seller pursuant, to this order, including ti pout limitation, to the provisions concerning 11. WARRANTY. Seller agrees that the Purchase is Sovered by the most favorab! commercial warranties? the eller gives to any customer favorable the same or substantially similar supplies or services, or such other more favorable warranties as is specified in this order. Warranties w;li e effective notwithstanding any inspection or acceptance of the Purchase by City. 12. ASSIGNMENT. City may assign this order. Except as to any payment due under this order Seller may not assign or subcontract the order without City's written i approval Should City give consent, it will not relieve Seller from any obligations under this order nd any transferee or subcontractor will be considered Seller's ageht. IndicateINSURANCE. t a heetlof this must the insurance 14. PERMITS. Seller must procure all necessary permits and Iicen es,,and abide by all federal, state, and local laws, for performing this order. 15. INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act as an independent contractor and will have control of ail work and the manner in which it is tperformed. Seller will be free to contract for similar service o be performed for other employers while under contract with City . Seller is not an agent or employee of City and is not entitled to participate III any Pension plan, insurance, bonus or, similar benefits City provides for its employees. Any provision in this order that may appear to give City the right to direct Seller as to the details of doing the work or to exercise a measure o control over the work means the Seiler will follow the direction of the City as to end results of the work only. 16. WAIVER. City's review or acceptance of, Qr payment for, work product prepared by Seller under this order will not be construed to operate as a waiver of any rights City may have under this Agreement or of any, cause of action arising rom Seller s performance. A waiver b City of any breach of any term, covenant or conditions contained in this order will not be deemed to be a waiver of any subsequent breach of the sam or any other term covenant, or condition contained in this order, whether of the same or different character. 17. INTERPRETATION. This Agreement was drafted in and will be construed in accordance with the laws of the S {ate of California, and exclusive venue for any action involving this agreement will be in Mendocino County. CITY OF UKIAH . REQUEST FOR BID & RENTAL AND SERVICE OF PORTABLE TOILETS AT VARIOUS CITY LOCATIONS AND DATES g '4 .) The City of Ukiah invites bids for rental and servicing of portable toilets as required at various looatIons and dates for events as described in this bid request Bids will be received by the City of Ukiah Purchasing Department at the Civic Center, 411 West Clay Street Ukiah, CA 96482 until 1:30 P.M. June 9. 2015. Bids received after this date and time will not be accepted or oonsidered. Bids must be sent to the attention of Mary Horger, Purchasing Supervisor. They can be faxed to (707) 31373321, em ailed to mhorcierpcitvofukian.corn, or delivered to the address above. For questions, please call (707) 463-6233, The intent of this invitation for Bid is to establish a three yearcontract for the rental and service ef portable toilets at the various locations and dates identified, In accordance with the terms, conditions and work specifications contained herein. GENERAL PROVISIONS BIDS: Vendors are required to submits bid on all bid items, on the forms assupplied bythe City. Bid submittals which do not have alLitems bid will not be considered. This. Request for Bid shall result in a fIrtn, fixed price for the duration of the contract. PLEASE NOTE: Any fees not declared on the bid sheet at the time of submitting the bid wilt not be redognized, and supplier will absorb these costs. • Those firms wishing to respond must providea bid based upon the terms and conditions as stated by the City of Ukiah. Bids must be signed by an authorized member of the firm to be considered as a valid bid. Obligations assumed by such signature must be fulfilled, In case of default by the.vendor, the PRY of Ukiah ay procure arti.clas and services from other. sources and may deduct from any monies due, or that may thereafter become due to thocentracter, the difference between the price named in the contract or purchase order and actual cost thereof to the City of Ukiah. Costs paid by the City shall be considered prevailing market price at time such service is performed. Periods of performance may be extended if the facts as tote cause of delay Justify such extension in the opinion of the City. In submitting a bid, the vendor agrees that the acceptance of any or all bids by the city of Ukiah within 60. dew constitutes a contract. gQuiPmENT: Equipment provided will be in working order,. of gooci quality and in good condition. YEAR-ROUND RENTALS: Year-round rentalt will be serviced twice a week, with the axception of the Hydro Electric Plant Unit, which will only be serviced Once a Month. This unit will be behind a locked gate so the service person will need to call ahead so the .gatecan be unlocked for them. r The following are the current year-round. rental locations, quantity and ty.pe.of units: • Vinewood Park:: 1260 Elm Street- 1 standard unit • Oak Manor Perk; 500 Oak Manor Drive - 1 standard unit • Hydro Electric Plant 1229. Lake Mendopino Drive - 1 standard unit f ., • Observatory Park: 432 Observatory Park Avenue - 1 standard unit l' I • Anton Stadium: 806 Park Boulevard - 1 ADA unit i * Softball Complex; 905 River Street - 1 standard unit "SUNDAYS IN THE PARK" CONCERT SERIES: Rentals are to be deliveredat Tocid Grove Park, 600 Live Oak, on Sunday mornings by8 a.rn., and picked up the next day. ;7 PUNIPKINFEST: Rentals are to be delivered on Friday, at varlousiocations along School Street, as coordinated each year with the city's coenmunity Services Department. All Units to be cleaned on Sunday before 9 a.m. Units are to be picked up the following, Monday. Page 1 of a - City of Uktah Request forSid: :Portable Toilet* CONTRACT PERIOD: The resulting contract shall be in effect three years (3s months) from date of issuance; of Purchase Order, with an option of cancellation by the City of Ukiah with a thirty (30) day written notice. Rates: shall be firm for the entire term of the contract. AWARD: The City of Ukiah reserves the right to reject anyand all Olds; to waive any irregularities, and to accept the bid that appears to be In the best interest of the City. Right is reserved to accept separate items unless specifically denied by the bidder.. Bidder agrees-to perform according to its bid, ifthe City's acceptance is:eommunicated`to the bidder within 60 days: The. City Intends to award all bid items to a single-vendor. In determining and evaluating the :best bid:, the prices will not necessarily be the controllingeiement;. quality, :efficiency, . general terms, delivery, suitability, of the service offered, and the reputation of the service in general will also be considered with any other relevant factors. Vendors shall be required to providethe information requested under Work. Performance History Capability. This information will be a critical part of the bid evaluation and award: Failure to provide this information maybe sufficient reason to declare the bid non- responsive. ,BILj`(K.G AND INVOICES All billings shall be sent to: City of Ukiah Attn: Accounts Payable 300 Seminary. Avenue Ukiah, GA 95482 All payments will be made :within 30 days of receipt of: -invoice Invoices shall be required to: 1. Separately bill for each service location, 2. On special, one - ;time orders, state the name of the person ordering the service, along with the location of the delivery.. 3. Include all applicable sales tax. 4 Prorate partial service months. 5. Bill In arrears, COMPLIANCE WITH LAWS & REGULATIONS :. All materials, parts and •equipment furnished pursuant to these spei ifications shall be in conlpliarice •ith: #heilaws.and regulations -of the State of:California:and OSHA. The:vendor shall, If requested by the City, suppiycertification and .evidence of. such cornpiiance,. LEGAL REQUIREMENTS '& PERMITS: Thevendoragrees to fullycomply-with:ali local, City; State and Federal laws, regulations and ordinances .governing performance of contractual services. required. hereunder, and it will be the responsibility of vendorto obtain any'and ail necessary licenses, permits: and /or clearances, Any Costs incurred by the vendor to obtain -these licenses, permits or clearances, including the actual cost of licenses, permits or clearances are the responsibility of the vendor. LICENSE REfrgUIREM ENT$: Vendor must possess a:current City of Ukiah businessiicense.'To obtaina City:of'LJkiah business.. license application, you can go the City'swehsite at www>cltyofukiah.corn or contact: Kathy Norris in our Finance - :Department at (707) 463 -6202. INSURANCE REQUIRNMENTS: Contractor shall furnish Certificates of Insurance covering full liability under Workers Compensation laws of the :State of California, and. Comprehensive General Liability; and Business Auto with policy limits Of not less then $1,.000,000 naming the City as an additional Insured party.. insurance is to be placed with Insurers with a current_A,M. Bests rating of no less than A.VII. Contractor's attention is directed to the insurance requirements (see attached insurance requirements). It is highly recommended that you confer with your respective insurance carriers or brokers to determine in advance of bid submission the availability of insurance certificates and endorsements: as prescribed and provided .herein. If an apparent awarded contractor fails to comply strictly with the insurance requirements, that contractor may be disqualified from :award of the contract. if you have questions regarding the City's requirements, please contact the City's Risk Manager at (707) 463 -6287. INDEMNIFY AND HOLD HARMLESS: Contractor•agrees to accept all respOnsibility for loss or damage to any person or entity, and to defend, indemnity, hold harmless and release the Pity; its officers, agents and employees, from and against any and all actions, claims, damages, disabilities;_ or costs oflltigafion that may be asserted by any person or Page 2 of 3 • -- city of RequestfforBid: Portable Toilets entity, arising out of or in connection with the negligent Or willful misconduct in the performance by contractor hereunder, whether or not there is cohOutrent, passive or active negligence on the part of the City, but excluding liability due to the solo active negligenceor willful misconduct of the City. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable toot for Contractor or its agents under Workmen's Compensation acts, disability benefits acts or other employee's benefits acts. Contractor shall be liable to the City for any 100 or damage to City prOperty arising from or In connection With Contractor performance hereunder. BIDDER/CONTRACTOR STATEMENT REGARDING INSURANCECOVERAGE cr.() be strbmitted with Bid) PROPOSER/CONTRACTOR PIEREBY CERTIFIES that lie/she has :reviewed and understands the inSurance coverage requirements specified in the Request for Bid for RENTAL AND SERVICE OF PORTABLE TOILETS AT VARIOUS CITY LOCATIONS AND DATES Should we/I be awarded the contract; well ocriffy that we/T can m eet the specified requirements for insurance, including insurance coverage of the subcontractors, and agree to name the thy of Uldalt as Additional Insurectfor the work specified. And welI wilt comply with the provisions of Section 3700 of the Labor Code, which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code, before commencing the P 0.1011a/tee of the work specifled. United:Site Serviee.s. of California, Inc, 09ase.PriA (Person,Fitirt,. or.Corpgration) Sigilatilia of Authorized Representative, Adam W. Jacobs, General Counsel& Seeret4rY Please Print (Name .86 Title OfAuthotitod. Representative). .06/08/2015 '11)7473,9177 nehhi Thorntok COVernOl.pqAtoott mop4ger—.pA Date, PhoneNutnber Page 1 of 3 — City of Ukiah Request for Portable Toilets' .CITY OF UKIAH - BID SHEET PORTABLE TOILET RENTAL SERVICES 'r.4~','`i'"''''..'"'•..','''''''5V.4tRArg`ti-mrgi*VINtiA.Q. ..0.0310)1MR-fildW.8:42:W4-7--.AiNgrs44,-zgftnif5V7.4r0.4 Oiiiiif44i0iiiiiiPRICIN . .Per Weekend 0 , '''''. Per Month Description Standard Unit (Nurnberg/ cleanings-thisprfcemehaes..; WEEKENDS NO SERVICE, MONT111;ris w.u.14: 5- 79.03 5.. :84.67 ADA Unit (Number of cleahifigs Mit lirleencludesi WEgKENDSNO SERVICE; MONTHLY lx WEEK 10-725 $ 13548 Trail e red Standard Unit tikimbei,ofclearlfngs ths,,titeInglgles:WEKNDS:NO Si VIcE, MONtIcTlxvgmc $11.21-.19: $ •135:48: Haridwash:StatIon (Nombetatcle0IngilhlOticeincliid61. ” 41° ' ' ' a • 7 11 7 71 • :IX : 4EK: $ 7.9..0. $.. 134.0 EAcH:PitiCE PeVistt deanineser.vice-charge (adtlitlohallY reqUested): WEEKDAYS $210q,.WEEKENDS $40CIMCUMT". $ Delively/pick,upfee: S40:0.0 FORTIRSTUNITi. Si 0 EACH.ADD1T1ONAL.UNIT . Other:fees for each rental tyre Per weekend er month): !dABIAOUNOILEtIEE46111H:._.ARIODICIECI,, , MIXTRIMINifil t,C fIlAr41.100.0.0011111. ,.N$40.R.Phtetoffsiglifkaiia-47f _24. .-vloadvt Per Month Descripton Standard Unit (t� Include cleaning 2fIrries.per-Week): $ 165.9. ADA UnIt(toincittdecleaning 2 times perweek): $ 248..38. Hydro Electric.Plant„ One Standard Unit thatincledes.handwash slnic,to Include once a month cleaning: $ 13548 EACH PRICE iPer visit Clean ing/sehilce charge pie urilt(addltlisna liii requested): WEEKDAYS.E25;(10 - WEEKEND3$40.00PER:UNI'T _ 1$ Otherfees for each rental' WitaiVitiel-M*04.AmillittreNemangletrailtigM0)00(IfSiFSSVOIRAARTategmaitii-43ig.,: -.:•'-'- ' .- "suivriAll IN THE PARK Hr..oncert$erles tocetiOn: Todd GrovePark 6 concerts held from JOnethrOugh August DesicriptIon LUMPSUM PRIDE - PR CONCERr FOur (41 Standard Units Lump Simi Price; $..71-117 Two (2) Handicap Units include delivers-, On:SendaY before 9'axi,; and picked up he Monday morning. Per Concert "PUNIPKINFIZST" .Lo61t)9rw-Selicypl*egt \ :One Weekend In OctObet DestrIptIon LUMP SUM PRICE- PER-WARLYEVENT. Three (3) StandardLinits LurnpSorn.Price: $. 818'52. Three (3) Handicap Units includedelivery, pi cip-vp,And cleaned on:Sunday before se an,,.asdeScribedim bid re4oett PerYearly,Event SERVICE RESPONSE-TIME Guaranteed-Service-Response1.176e Rh- Serf/Ice. Calls; • 64 1-1OUR1 4.'PR1C.E&DO NOT INCLUDETAXES - . The undersigned declares that helshe 1i-familiar:with the items specified, has carefully read the requirements, .checked all of the figures stated on the specifications, 'and accepts full responsibility for any error or omission in the preparation of this bid. The undersigned also acknowledge that thls,documont, together with the City's Request for Bid, Lte purchase order Issued by the.qty, the insurenee requirementsfor contractors, arid :the Bldder/Contractor Stateinent Regartilriginturanceteverage comprise a written agreement between the Contractor and the OtybindIng.cin birth Oarties. This bld is submitted by (che4 one): individual Owner Partnership Corporation Other (Specify); Legal Name of Bidder: United Site Servites of Califotnieoilic. , Tax 70 ir it 3.11,17: 072,30;03969846: Fax: 707. 747.2818 Address :a Ridden 1521 CtipPer11111Parkway,Seatite .1b5spi,.CA 9.5403 Email address: aebisf:thorntongunitedsitenervices:com Sinned by: Print Narne:Adath W, Jacobs General Counsel &Seattary WORK PERFORMANCE D TA HISTORY AND CAPABILITY: Provide the name, locations and a narrative statement on-the workperformed. WORK PERFORMED. Rental Portable Restrooms •1.. COMPANY NAME: City of Saab/Rosa CONTACT: Valetie Shaft° 734.1:673,:.41.ns Rose, CA APDRESS: PHONE 107-543-3708 Contract - Long Term & Events 2. COMPANY NAME: SonormeountY eintarPortable ReStrOobas CONTACT Liz Cutetcn Contraet Long Tenn & Large Events ADDRESS 2300 County Cent" Drive= Santaama, CA PHONE: 707456572433 3. COMPANY NAME: City ofliesldsburg Rental Portable Restrooms CONTACT: Tina ADDRESS 401 GrOv Street, lieidcbbutg, CA. PHONE: 7r-43i-3384 Contract - Long Tenn 4. COMPANY NAME: City of Novato Rental Portable kestrooms. CONTACT: ADDRESS: 922 Machin Avt, Novato, CA pRoNR: (C.) 415427;3936 tract-Long Term. 5.. COMPANY' NAME: City 6f Petallm* Rental Portable Restrooms. CONTACT: Lail° 1444141g, C4n0110 - LensTerm &.L.Ene_kstents: AD.DRESS: P"°X. 61, Petaluma, CA PH ONE: 7q7471'4413 INSURANCE REQUIREMENTS FOR CONTRACTORS Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, his agents; representatives, employees or subcontractors, I. Minimum Scope of Insurance. Coverage= shall be at least as broad as: A. Insurance Services Office Commercial General Liability coverage (Form No CG 20.10 10 01. and. Commercial General Liability— Completed Operations Form No CG 20 3710 01). B. insurance Services Office form number CA 0001 (Ed. 1/87), covering Automobile Liability; code .I (any auto). C. Worker's Compensation insurance as required by the. State of California and Employers Liability insurance. iL Minimum Limits of Insurance Contractor shall maintain limits no less than A, General Liability: $1;000,000 per occurrence for bodily injury, personal injury and property damage includlnn operations, products and completed operations. if :Commercial: General Liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit.:shail 'be twice the required occurrence limit. Insurance must be written on an occurrence basis: S. Automobile Liability $1:,000,000 per accident for bodily injury and property damage, Insurance must be written on an occurrence basis. C. Worker's Compensation Employer's Liability: $1,000,000 per accidentfor bodily injury or disease. Deductibles and Self- Insured Retentions Any deductibles or self - insured retentions must be declared to and approved by the City. The City may require the insurer to reduce or eliminate such deductibles or self- insured retentions with respect to the City, its officers, officials; employees and volunteers; or the Contractor to provide: a financial guarantee :satisfactory-to 'the City guaranteeing payment of losses and related investigations, claim administration and defense expenses; or: to approve the deductible without:a guarantee, IV. REQUIRED insurance Provisions Proof of general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:: A: The City, its officers, officials, employees, and volunteers are to be covered as ADDITIONAL INSURED with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the contractor, and with respect too liability arising out of work or operations performed by or on behalf of the Contractor including material& parts or equipment, furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to:the. Contractor's insurance, or as a separate owner's policy. B. The workers' compensation policy is to be endorsed with a waiver of subrogation. The Insurance company, . in its endorsement, agrees to waive all rights of subrogation against the City; its officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City, NOTE- cannot be added as;an additional insured on a workers' compensation policy, C. For any claims related to this project,: the Contractor's insurance coverage shall be primary Insurance with respect to the City., its officers, offcials, employees, and volunteers. Any insurance or self- insurance maintained by the City,- its officers, officials, employees, or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it Rev: 11/20/08 Page 1. of 2 y 6 D. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior. written .notice by certified mail, return receipt requested; has been given to the City: E. Note; (This protects the Contractor) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured iri any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782: of Civil Code: V. RATING - Acceptability of Insurers Insurance is to be placed with admitted California insurers with a current A.M. Bests rating of no less than A- for financial strength, AA for long -term credit rating and AMB- 1 .for short-term credit rating. VI. Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided the City If endorsements are on forms other than the City's forms, those endorsements, or policies must provide coverage that is equivalent to or better than the forms requested by the City, All certificates and endorsements are to be received and approved by the City before work commences. The City reserve& the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time. VII. Subcontractors Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. If you have questions regarding our Insurance requirements contact: Risk Manager (707) 463 -6287 FAX (707) 463-6204 Rev;. 11/20f08 Paget of C 0I2� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/OD/YYYY) 06/23/2015 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 ADD Risk services Northeast, Inc. Boston MA Office One Federal Street Boston MA 02110 USA CONTACT P FAX INC. No. Eat): (866) 263 -7122 (A/C. No.): (800) 363 -01A5 E -MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAM* INSURED United Site Services of California Inc. 3408 Hi 1I cap Avenue San Jose CA 95136 USA INSURER A safety National Casualty Corp 15105 INSuRERe: North American Elite Insurance company 29700 INSURER C: Lexington insurance Company 19437 INSURER D: INSURER E: DAMAGE IO RENTED PREMISES (Ea occurrence) INSURER F: 57005 v 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. Limits shown are as requested INSR TYPE OF INSURANCE ADDL INSD SUB • WVD POLICY NUMBER POLICY NFF (MMIO IYYYYl POLICY NXP (�JM ryYYyj 11/03/2015 :ions LIMITS EACH OCCURRENCE $1,000,000 +'rR- X COMMERCIAL GENERAL LIABILITY X OCCUR u 015375 054 14 -15 General Liability SIR applies per policy ter 11/03 /2014 ns & condi CLAIMS -MADE DAMAGE IO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) Excluded PERSONAL & ADV INJURY $1,000,000 ---$2. GEN'L AGGREGATE LIMIT APPLIES PER: 9 POLICY X JECT ❑ LOC OTHER: GENERAL AGGREGATE 000 , 000 PRODUCTS - COMP /OPAGG $2,000,000 A AUTOMOBILE X — LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS — _ _ SCHEDULED AUTOS NE:' AUTOS AUTOS CAS4047369 14 -15 Auto 11/03/2014 11/03 /2015 COMBINED SINGLE LIMIT (Ea acpidentl $2,000,000 BODILY INJURY ( Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) B X — UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE UMB200032100 14 -15 Umbrella 11/03/2014 11/03/2015 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 DED l X 'RETENTION 525 000 A WORKERS COMPENSATION AND EMPLOYERS'UABILITY YIN ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? N (Mandatory kr NH) If yea, describe under DESCRIPTION OF OPERATIONS below NIA LDS4047370 14 -15 Workers Comp 11/03/2014 11/03 /2015 II x PERTUTE I LOTH ER EL. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS) LOCATIONS / VEHICLES (ACORD RE: contract No. 1415209, Portable Toilet volunteers are included as Additional Insured Liability policies. General Liability evidenced Additional Insured, but only in accordance of Ukiah, its officers, officials, employees compensation pol icy. 01, Additional Remarks Schedule, may be attached if more apace Is required) Rental & servicing. city of Ukiah, its officers, officials, employees and in accordance with the policy provisions of the General Liability and Automobile herein is Primary and Non - contributory to other insurance available to an with the policy's provisions. A Waiver of Subrogation is granted in favor of City and volunteers in accordance with the policy provisions of the workers' CERTIFICATE HOLDER city of Ukiah Attn: Mary Horger 411 west clay Street Ukiah CA 95482 USA CANCELLATION 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 JtYoss � �.�isc c /s�urcass c/ %t �ie�dG'L .- Certificate No : 579056197241 2 ar- 0198B -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ENDORSEMENT # 020 This endorsement, effective 12:01 AM 11/03/2014 Forms a part of policy no.: 015375054 Issued to: UNITED SITE SERVICES, INC. By: LEXINGTON INSURANCE COMPANY ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS (Based on CO2037 04/13) This endorsement modifies insurance provided by the following: COMMERCIAL GENERAL LIABILITY POLICY SCHEDULE Name of Additional Insured Person(s) Location of Completed Operations or Organization(s) Where Required by Written Contract Information required to complete this Schedule, if not shown above, will be shovvn in the Declarations A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only vvith respect to liability for "bodily injury ", or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this, endorsement performed for that additional insured and included in the "products - completed operations hazard ". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law, and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: LX4316 (06/14) Includes Copyrighted Information of the Insurance Services Offices, Inc., with its permission. All Rights Reserved. Page 1 of 2 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations All other terms and conditions of the policy remain the same. Authorized Representative LX4316 106/14) Includes Copyrighted Information of the insurance Services Offices, Irlc., with its permission. All Rights Reserved. Page 2 of 2 ENDORSEMENT tt 021 This endorsement, effective 12:01 AM 11/03/2014 Forms a part of policy no.: 015375064 Issued to: UNITED SITE SERVICES, INC. By: LEXINGTON INSURANCE COMPANY ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION (Based on CG2026 04/13} This endorsement modifies insurance provided by the following: COMMERCIAL GENERAL LIABILITY POLICY SCHEDULE Name of Additional Insured Person(s) or Organizations) Where Required by Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury ", "property damage" or "personal and advertising injury" caused, in Mole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law, and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or L x4309 1061141 Includes Copyrighted Information of the Insurance Services Offices, Inc., wadi its permission. All Rights Reserved. Page 1 of 'i-j `I Z Available under the applicable Limits of Insurance shown in the Declarations; wfiichever is less. This endorsement shall not increase the applicable Limits of Insurance showrt in the Declarations All other terms and conditions of the policy remain the same. Authorized Representative LX4309 (06(141 Includes Copyrighted Information of the Insurance Services Offices, Inc., with its permission. All Rights Reserved. Page 2 of 2 ENDORSEMENT # 024 This endorsement, effective 1201 AM 11/03/2014 Forms a part of policy no.: 015375054 Issued to: UN[TED SITE SERVICES, INC. By: LEXINGTON INSURANCE COMPANY PRIMARY/NON CONTRIBUTORY ENDORSEMENT This endorsement modifies insurance provided by the policy: Notwithstanding any other provision of the policy to the contrary, the insurance afforded by this policy for the benefit of the Additional Insured shall be primary insurance, but only with respect to any claim, loss or liability arising out of the Named Insured's operations; and any insurance maintained by the Additional Insured shall be non - contributing. Ali other terms and conditions of the policy remain the same. Authorized Representative OR Countersignature (In states where applicable) 1.X9838 ( 08105) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s): Person(s) or Organization(s) as required by written contract. Any individually scheduled Designated Additional Insured shall not be construed to override nor negate this blanket Designated Additional Insured. CHANGE The person(s) or organization(s) shown in the Schedule above with whom you have agreed in a written contract to provide insurance such as is afforded under this Coverage Form, is included as an Additional Insured subject to the below: (1) Insurance for such Additional Insured(s) scheduled above shall be afforded only to the extent that such Additional Insured is liable for "bodily injury" or "property damage" arising out of your operations and resulting from the ownership, maintenance or use of covered "autos" by you while the covered "autos" are on premises owned or leased by the above scheduled Additional Insured(s). (2) The insurance afforded under this Coverage Form to such Additional Insured(s) applies only: (a) If the "accident" takes place subsequent to the execution and effective date of such written contract: and, (b) While such written contract is in force, or until the end of the policy period, which ever occurs first. (3) How Limits Apply to Additional Insured(s) The most we will pay on behalf of the Additional Insured(s) scheduled above is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or, (b) The Limits of Insurance provided by the Coverage Form. The amount we will pay on behalf of such Additional Insured(s) shall be a part of, and not in addition to, the Limits of Insurance shown in the Coverage Form Declarations and described in this section. Such amount will thus not increase the Limits of Insurance shown for the Coverage Form. (4) Exclusions (a) This endorsement does not apply to liability of the Additional Insured which arises out of the ownership of transportation operating rights granted to the Additional Insured by public authority. (b) This endorsement does not apply to the liability of the owner or anyone else from whom you hire or borrow a covered auto. SNCA 026 10 13 Safety National Casualty Corporation Page 1 of 2 (5) Obligations at the Additional Insured's Own Cost No Additional Insured will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. The Additional Insured(s) scheduled above shall be subject to all other conditions set forth in the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11 /03/2014 Policy No. CAS4047369 Endorsement No. Named Insured UNITED SITE SERVICES, INC. Premium $ Included Insurance Company Safety National Casualty Corporation Countersigned By Page 2 of 2 Safety National Casualty Corporation SNCA 026 10 13 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE WHERE A WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS IS REQUIRED BY WRITTEN CONTRACT, SUCH ADDITIONAL ENTITIES SHALL BE CONSIDERED AUTOMATICALLY SCHEDULED BY THE COMPANY. INDIVIDUALLY SCHEDULED WAIVERS SHALL NOT BE CONSTRUED TO OVERRIDE NOR NEGATE THIS BLANKET WAIVER. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11/03/2014 Policy No. LDS4047370 Endorsement No. Insured UNITED SITE SERVICES, INC. Premium $ Included Insurance Company Safety National Casualty Corporation Countersigned By WC 00 03 13 (04 84) Page 1 of 1 © 1983 National Council on Compensation Insurance. ENDORSEMENT # 009 This endorsement, effective 12:01 AM 11/03/2014 Forms a part of policy no.: 015375054 Issued to: UNITED SITE SERVICES, INC. By: LEXINGTON INSURANCE COMPANY SELF- INSURED RETENTION ENDORSEMENT This endorsement modifies insurance provided by the policy: COMMERCIAL GENERAL LIABILITY POLICY I. LIMITS OF INSURANCE The LIMITS OF INSURANCE as set forth in Item 3 of the Declarations shall apply excess of a Self - Insured Retention (hereinafter referred to as the "Retained Limit ") in the amount of : $100, 000 each "occurrence" per "claim" $ per claimant and you agree to assume the Retained Limit. The Retained Limit, or any part of it, shall not be insured without our prior written approval. 11. DEFENSE AND SETTLEMENT - COVERAGES AAND B The defense and settlement obligations as set forth in Section I - Coverages A and B are deleted and replaced by the following defense and settlement obligation: A. WITHIN THE RETAINED LIMIT: We do not have the duty to investigate or defend any "occurrence ", claim or "suit" unless and until the Retained Limit is exhausted with respect to that "occurrence ", claim or "suit ". However, we may, at our discretion and expense, participate with you in the investigation of any such "occurrence" and the defense of any such claim or "suit" that may result. B. IN EXCESS OF THE RETAINED LIMIT: 1. Once the Retained Limit is exhausted, with respect to any specific "occurrence ", claim or "suit ", we shall thereafter have the right and duty to defend that "occurrence ", claim or "suit" 2. When we have the duty to investigate and /or defend pursuant to subparagraph II. B.1. above, we may, at our sole discretion, settle any such "occurrence ", claim or "suit ". C. If you refuse to agree to a settlement we recommend and the resulting judgment or settlement exceeds our recommended settlement, our liability for that "occurrence ", claim or "suit ", subject to the Limits of Insurance, will not exceed our recommended settlement amount (less any amount of the Retained Limit remaining). In such event the company will have no further obligation with respect to "Allocated Loss Adjustment Expense" subsequent to the date of such refusal. D. In no event shall you agree to a settlement in excess of the Retained Limit without our prior written approval. There will be no reduction of the Retained Limit because of payment of claims or "suits" arising from claims or "suits" for which coverage is not afforded by the policy. E. LX9488 (04106) Simplified Page 1 No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Section III. ALLOCATED LOSS ADJUSTMENT EXPENSES - COVERAGES A AND B III. ALLOCATED LOSS ADJUSTMENT EXPENSES - COVERAGES A AND B SECTION I - COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGES A AND B is deleted in its entirety and replaced with the following; ALLOCATED LOSS ADJUSTMENT EXPENSES - COVERAGES A AND B You are responsible for "Allocated Loss Adjustment Expenses" according to your election as indicated by an "X" below. If no election is indicated, election i . below shall apply. C i. All "Allooated Loss Adjustment Expenses" up to the Retained Limit. However, the most you are responsible for with respect to damages and 'Allocated Loss Adjustment Expenses" combined shall not exceed the Retained Limit. iL A part of "Allocated Loss Adjustment Expenses ". That part will be calculated by dividing the smaller of the Retained Limit or the damages by the damages. If we pay no damages you are responsible for all "Allocated Loss Adjustment Expenses ". iii. All "Allocated Loss Adjustment Expenses ". If a Retained Limit is shown either on a per "claim" basis or a per "occurrence" basis in Section I. LIMITS OF INSURANCE above, your duty to pay for "Allocated Loss Adjustment Expenses" applies separately to each "occurrence" for "bodily injury" or "property damage ", or to each offense for "personal and advertising injury ". If the Retained Limit is shown on a per "occurrence" basis in Section I. LIMITS OF INSURANCE, above, we will apply the Retained Limit to each "occurrence" regardless of the number of persons or organizations who sustain damages as a result of any one "occurrence ". If the Retained Limit is shown on a per "claim" basis in Section I. LIMITS OF INSURANCE, above, we will apply the Retained Limit to each and every "claim ". If a Retained Limit is shown on a per claimant basis in Section I. LIMITS OF INSURANCE, above, your duty to pay for "Allocated Loss Adjustment Expenses" applies separately to each and every claimant who makes a "claim" or brings a "suit" for "bodily injury ", "property damage ", or "personal and advertising injury ". If multiple claimants are joined in one "claim" or "suit" or are members of a class action "suit ", we will apply the Retained Limit separately to each and every claimant and your duty to pay "Allocated Loss Adjustment Expenses" will apply separately to each and every claimant (whether or not, in the case of a class action 'suit ", such claimant is a named class member). IV. INDEMNITEE PROVISION If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit ", we will defend that indemnitee if all of the following conditions are mat: 1. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract "; 2. This Insurance applies to such liability assumed by the insured; 3. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract "; 4. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; 5. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and 6. The indemnitee: a. Agrees in writing to; (1) Cooperate with us in the investigation, settlement or defense of the "suit"; LX9488 (04/06) Simplified Page 2 (2) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit "; 13) Notify any other insurer whose coverage is available to the indemnitee; and (4) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and b. Provides us with written authorization to: (1) Obtain records and other information related to the "suit "; and (2) Conduct and control the defense of the indemnitee in such "suit ". "Allocated Loss Adjustment Expenses" pertaining to the defense of the indemnitee will be handled in accordance with the Named Insured's election in Section III. ALLOCATED LOSS ADJUSTMENT EXPENSES - COVERAGES A AND B. We will not provide a defense to the indemnitee if option M. in Section III. ALLOCATED LOSS ADJUSTMENT EXPENSES - COVERAGES A AND B is selected. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as "Allocated Loss Adjustment Expenses" ends when: 1. We have used up the applicable limit of insurance in the payment of judgments and /or settlements (and /or "Allocated Loss Adjustment Expenses ", if defense is within the limits of insurance on the policy); or 2. The conditions set forth above, or the terms of the agreement described in Paragraph B. above, are no longer met. V. INSOLVENCY Your bankruptcy, insolvency, inability to pay, failure to pay, or refusal to pay the Retained Limit will not increase our obligations under the policy. In the event there is insurance, whether or not applicable to an "occurrence ", claim or "suit" within the Retained Limit, you will continue to be responsible for the full amount of the Retained Limit before the limits of insurance under this policy apply. In no case will we be required to pay the Retained Limit or any portion thereof. VI. NOTICE PROVISIONS A. You shall immediately notify us in writing, in accordance with the terms of the policy, of any "occurrence" or any offense which may result in a "claim" which: 1 involves serious "bodily injury ", including but not limited to, burns, spinal cord injury, amputation, brain damage, loss of eyesight or hearing, a fatality, or any claim which is likely to exceed 50% of the Retained Limit, or for which you have established a reserve (including Indemnity and "Allocated Loss Adjustment Expanse ") at or more than 50% of the Retained Limit; 2. you receive notice of a "suit" in which the damage demand exceeds the Retained Limit; and /or B. 3. you receive notice of a "suit" which requests Punitive Damages. On a quarterly basis, you must provide us with a written summary (loss run) of all "occurrences ", offenses, claims, or "suits" which have or may result in payments within the Retained Limit. This written summary must show: 1. The date of the "occurrence ", offenses, claims or "suits "; and 2. The namets) of the injured personts) or identification of the damaged property; and 3. A description of the injury or damage; and 4. The amount paid or reserved, including "allocated loss adjustment expense ", resulting from the "occurrence ", offenses, claim or "suit ". LX9488 {04106) simplified Page 3 VII. SPECIAL CONDITIONS A. It is required that you contract with and pay, without reimbursement from us, a firm acceptable to us for the purpose of providing claims services (hereinafter, such firm is referred to as the "TPA "). You shall maintain a written service agreement with such TPA as named below. The service agreement shall require that all claims or "suits" shall be administered by the TPA. B. You may not, without our written consent, cancel, amend, or suspend the service agreement between you and the TPA. Loss settlements made by you or the TPA will be made in accordance with the terms and conditions of the policy. C. TPA: Broadspire Address: VIII. ADDITIONAL DEFINITIONS SECTION IV - DEFINITIONS of the policy is amended to include the following additional definitions: 7. "Allocated Loss Adjustment Expenses" means all fees for service of process and court costs and court expenses; pre- and post-judgment interest; attorneys' fees; cost of undercover operative and detective services; costs of employing experts; costs for legal transcripts, copies of any public records, and costs of depositions and court reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or "suit" against you or any insured under the policy, or for the protection and perfection of your or our subrogation rights. "Allocated Loss Adjustment Expenses" shall not include your or our general overhead, the salary and employee benefits of any of our employees, nor the fees of any attorney who is our employee or under our permanent retainer; nor the fees of any attorney we retain to provide counsel to us about our obligations, if any, under any policy issued by us or our affiliated company (ies), with respect to a claim or "suit" against you. 2. "Claim" means a written demand for monetary damages, and shall include service of suit or institution of arbitration proceedings against the insured. All other terms and conditions of the policy remain the same. LX9488 104106) aimpiified Page 4 Authorized Representative OR Countersignature (In states where applicable)