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HomeMy WebLinkAboutCAPRIELIAN, EDWARD 3 -2001 &; - ~{> o . -' N-2001-0 25 Ie . j .~.b: 1...'(._ ~,-- CONSULTANT AGREEMENT \~r' ~. C 'j .~ t ./-C}! THIS AGREEMENT, made and entered into this ),.,.rl dayof ffHc4 ,2001 by and between Edward C. Caprielian, Ph.D., a California Sole Proprietorship (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of employee training in public business concepts. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance ofthis Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $10,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on [,/.{() , 200J., unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Personnel Services and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance ofthis Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 2 e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable reliefis due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason ofthe terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of 3 like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential infOlmation disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation oflaw; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Personnel Services City of Santa Ana 20 Civic Center Plaza (M-45) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6930 and, 4 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Edward C. Caprielian, Ph.D. 613 33rd Street Manhattan Beach, CA 90266-3423 Attn: Edward C. Caprielian, Ph.D. A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement 5 - shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property ofthe City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because ofrace, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opporhmity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shan be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in -the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws ofthe State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination ofthis Agreement. 6 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signahlre hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as iffully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA d t;;~ffJ City Manager PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: Michael igliotta Deputy City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT Edward C. Caprielian, Ph.D. TITLE) Employer ill # or Individual SS # 7 EXHIBIT A SCOPE OF SERVICES Consultant will provide employee training in Public Business Concepts (PBC) Program of the City of Santa Ana Management Academy. Training will be provided regarding "Ethics and VallIes" for 1 ,400.00 per, S hours day of training. Dates of Service 6/6/00 Shrs . 10/17/00 Shrs 10/26/00 Shrs 2/1 5/00 Shrs 5/17/01 8hrs 8 ACORI). CERTIFICATE OF LIABILITY INSURANCt;~AJ~7 I DATE (MMJOOIYY) 02/08/01 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Grosslight Ins. Inc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 72-250765-AP-OC-XSA HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 33015 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. . . San Antonio TX 78265-3015 INSURERS AFFORDING COVERAGE Phone: 800-457-2379 Fax: 210-732-3593 JNSURED INSURER A: Hartford Fire Ins CO INSURER B: Edward Ca~rielian INSURER c: 613 33rd treet INSURER 0; Manhattan CA 90266 , INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAve BEEN ISSUEO TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INOICATED. 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 8Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I~f: TYPE OF INSURANCE POLICY NUMBER I b~tkl;1M~bBw{YE P~k/-~~~6'r~~N LIMITS GENERAL LIABILITY EACH OCCURRENCE .1000000 A "X COMMERCIAL GENERAL LIABILITY 72SBACK6708 03/06/00 03/06/01 FIRE DAMAGE (Anyone fire) .300000 I CLAIMS MADE W OCCUR MED EXP (Anyone person) .10000 PERSONAL & ADV INJURY . 1000000 - , 2000000 '-- GENERAL AGGREGATE GEN'L AGG;nE LIMIT ArlS PER PRODUCTS - COMP/OP AGG S Excluded Ii PRO- POLlCY JEcr loe AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT - , ANY AUTO (l:a acc/dentl - - ALL OWNED AUTOS BODILY INJURY (Per person) . SCHEDULED AUTOS r- HIRED AUTOS BODilY INJURY r- . NON.OWNED AUTOS (Per accident) r- r-- ( PROPERlY DAMAGE . i (Per accident) i GARAGE LIABILITY I AUTO ONLY. EA ACCIDENT , ~ ANY AUTO OTHER THAN EAACC , ! AUTO ON!.. Y: AGG . EXCESS LIABILITY I EACH OCCURRENCE . :=J OCCUR 0 CLAIMS MADE AGGREGATE . . ~ ,DEDUCTIBLE i , RETENTION . i . WORKERS COMPENSATION AND I I TORHIM';:S I IOJ~' EMPLOYERS' LiABILITY E.l.. EACH ACCIDENT . E.l.. DISEASE - EA EMPLOYE . E.L. DISEASE. POLICY LIMIT . OTHER DESCRIPTION OF OPERATIONSlLOCATlONSlVEHICLESlEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate holder is named additional insured as their interest may appear. *Except for 10 days non-payment. For inquiries call 1-800-457-2379. CERTIFICATE HOLDER J y J ADDITIONAL INSURED; INSURER LETTER: CANCELLATION SANTANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXP1RA City of Santa Ana OA TE THEREQI", THE ISSUCNG INSURER WCU. ~miJll2AX) MAiL *30 OA.YSWRITTf Personnel Services Dept NOTICE TO THE CERTIFICATE: HOLDER NAMED TO THE LEFT, Attn: Jim Stikel~PPR.oVEQ AS TO \'0 ~M 20 CJ.V1C Center aza / . Santa Ana CA 92702(V\: JA-- . \/ r-~. C-:;r') ~A'~ ACORD 25-5 (7/97) "" @ACQROCORPORATION19' Deputy Citv Attornev THE X HARTFORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: 72 SBA CK6708 BUSINESS LIABILITY COVERAGE FORM C. Who is an insured in the BUSINESS LIABILITY or losses covered under the BUSINESS C. Who is an insured in the BUSINESS LIABILITY COVERAGE FORM is amended to inClude as an insured the person or organization shown in the Declarations but only with respect to liability arising out of the operations of the named insured. For losses covered under the BUSINESS LIABILITY COVERAGE of this policy this insurance is primarily to other valid and collective insurance which is available to the person Or organization shown in the Declarations as an Additional Insured. City of Santa Ana Personnel Services Dept 20 Civic Center Plaza Santa Ana, Ca. 92702 APPROVED AS TO FORM Form SS 04 49 05 93 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1993 b. To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final jUdgment against an insured obtained after an actual trial; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable limit of Insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" Is brought. 6. Unintentional Failure To Disclose Hazards It is agreed that based on our reliance on your representations as to existing hazards, if unintentionally you should fail to disclose all such hazards at the inception date of your policy, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance - Primary Additional Insured If the written contract or agreement or permit requires this insurance to be primary for any person or organization with whom you agree to include in WHO IS AN INSURED, this Other Insurance Provision is applicable. If other valid and collectible insurance is available for a loss we cover under this Business liability Coverage Form, our obligations are limited as follows: a. Primary Insurance This insurance is primary. We will not seek contributions from other insurance available to the person or organization with whom you agree to include in WHO IS AN INSURED, except when b. applies. b. Excesslnsurance This insurance is excess over any of the other insurance whether primary, excess, contingent or on any other basis: (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work;" (2) That is Fire, lightning or explosion insurance for premises rented to you; or Form SS 00 08 02 98 Printed in U.S.A. (NS) BUSINESS LIABILITY COVERAGE FORM 72 SBA CK6708 temporarily occupied by you with permissions of the owner; or (3) If the loss arises out of the maintenance or use of aircraft, "auto" or watercraft to the extent not subject to Exclusion g. of this Business liability Coverage Form (Section I). When this insurance is excess. we will have no duty to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance: and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this excess of the limits of Insurance shown in the Declarations of this Coverage Part. c. Method of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equai amounts untii it has paid jts applicable limit of insurance or none of the loss remains, whichever comes first. If any or the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's base on the ratio of its appiicable limits of insurance of all insurer. d. This provision provides such insurance as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you. F. OPTIONAL COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optionat Coverages also apply. These coverages are subject to the terms and conditions applicabte to Business liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person or Organization @ 1998, The Hartford Page I of 3 WHO IS AN INSURED under SECTION C. is amended to include as an insured the person or organization shown in the Declarations, but only with respect to liability arising out of your operations or premises owned by or rented to you: 2. Additional Insured - Managers or lessors of Premises a. WHO IS AN INSURED under SECTION C. is amended to include as an insured the person(s) or organization(s) shown in the Declarations; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations and subject to the following additional exclusions: b. Additional Exclusions This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new constructions or demolition operations performed by or for that person or organization. 3. Additional Insured - Grantor of Franchise WHO IS AN INSURED under SECTION C. is amended to include as an insured the person(s) or organization(s) shown in the Declarations, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor of Leased Equipment a. WHO IS AN INSURED under SECTION C. is amended to include as an insured the person( s) or organization( s) shown in the Declarations. but only with respect to their iiability arising out of the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s). b. Additional Exclusions: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment iease expires, (2) To "bodily injury" or "property damage" arising out of the sole negligence of the lessor. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased WHO IS AN INSURED under SECTION C. is amended to include as an insured the person or organization shown in the Declarations, but only with respect to liability arising out of the owner- ship, maintenance or use of that part of the land leased to you and shown in the Declarations and subject to the following additional exclusion: Form SS 00 08 02 98 Printed in U.S.A. (NS) BUSINESS LIABILITY COVERAGE FORM 72 SBA CK6708 This insurance does not appiy to: a. Any "occurrence" that takes place after you cease to lease that land; or b. Structural alterations, new construction or demolition operations performed by or for the person or organization shown in the Declarations. 6. Additional Insured - State or Political Subdivision - Permits a. WHO IS AN INSURED under SECTION C. is amended to include as an insured the state or political subdivision shown in the Declarations, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permi/. b. Additional Exciusions This insurance does not apply to: (1) "Bodily injury," "property damage," "personal injury" or "advertising injury" arising out of operations performed for the state or political subdivision; or (2) "Bodily injury" or "property damage" in- cluded in the "product-completed operations" hazard. 7. Additional Insured - Vendors a. WHO IS AN INSURED under SECTION C. is amended to inctude as an insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. Additional Exclusions (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; @ 1998. The Hanford Page 2 of 3 (e) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked soleiy for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a cDntainer, part or ingredient of any other thing Dr substance by Dr fDr the vendor. (2) This insurance does not appiy tD any insured persDn Dr DrganizatiDn, frDm WhDm you have acquired such products, or any ingredient, part or container, entering intD, accDmpanying or cDntaining such prDducts. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertising injury" means injury arising DUt of one or more of the following offenses: a. Oral Dr written publicatiDn of material in your "advertisement" that slanders or libels a persDn or disparages a person's or organization's goods, products or services; b. Oral or written publication of material in your "advertisement" that vioiates a person's right of privacy; e. Copying, in your "advertisement", a persDn's or organization's "advertising idea" or style Df "advertisement"; or d. Infringement of copyright, slogan, or title of any literary or artistic work, in YDur "advertisement" Form SS 00 08 02 98 Printed in U.S.A. (NS) BUSINESS LIABILITY COVERAGE FORM 72 SBA CK6708 2. "Advertisement" means a dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) BillbDard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include the design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products. 3. "Advertising idea" means any idea for an "advertisement" . 4. "Auto" means a land motor vehicle, trailer or semi-trailer designed for travei on public roads, including any attached machinery or equipment. But "auto" does not include "mobiie equipment." 5. "Bodily injury" means bodiiy injury, sickness or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 6. "Coverage Territory" means: a. The United States of America (including its territDries and pDssessiDns), PuertD RicD and Canada; b. Intemational waters or airspace, provided the injury or damage does not occur in the course of travel or transportation to or from any place not included in a. above; or e. All parts of the world if: (1) The injury or damage arises out of: (a) Goods or products made or sold by you in the territory described in a. above; or (b) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; and (2) The insured's responsibility to pay damages is determined in a "suit" on the merits in the territory described in a. above or in a settlement we agree to. 7. "Employee" includes a "leased wDrker". "Employee" does not inciude a "temporary worker". cg 1998, The Hartford Page 3 of 3 11/28/2000 10:36 3105465478 ED :APRI~LIA~ PYD or~GE 84 A"ERICAN MANUFACTURERS MUTUAL INS. CO. KEMPER INSURANCE PACKAOE - CONTINUATION CERTIFICATE THIS CERTIFICATE CONTINUES YOUR PDLICY IN FORCE FOR THE POLley PERIOD SHOWN. IT HILL BECOME EfFECTIVE ONLY IF THE llEQUlRED PROIIUM 1$ PAID BEFORE THE -FROM- DATE STATED. THE REQUIRED PR~IUM MILL IE SEPA~TELY IILLED UNDER THE KEMPER IILLING SYSTEM. PLEASE ATTACH THIS CERTIFICATE TO YOUR POLICY. (f'Iy.~ ~ ~ClIriM...... Na~ Insured and malllng .ddreas Polley n~mber Rq OlilS9S Polit:Y period: From 01-01-00 To 01-01-01 12:01 AM Standard Time al the 'n""eeI Localion EONARD C CAPRIELIAN DEIOIIAH J CAPRIElIAN (lttVcP) 613 HRD STREET MANHATTAN lEACH CA 90Z" AgenVI~ 55-2071 GllOSSLIOHT INSURANCE INC Po lOX Zli9li' LOS ANGELES CA '0024 The ~. .hown ..bove Is the 'nsured location ~Ie.. olhtlrwl... stated: eo.._ I. Provided ""'ere a limll of liability is .hown for the cov.... SECTION I: Blonl<el Property Limll . 926. 000 all~e In.ured Loc.tion Oe<Iuctible . 1 000 In c.a.. of · 10.. ~nder Section I. _ ClOVer only that part '"the 10" OVer the deductible sLaled. SECTION II: limit. of liability. 300,000 "aell OCcur...r.:e. P.."""., Uability · 1.000 each per""", Uedlcal Paym'ml' 10 Oth... 0tIter In.ured location: SECTION Ill: 0."l'IpI1on 01 a~Io. or 1...11.... Auto No. V.... Trade "'a""""odcI 1 IS JAGUAR XJ' Z 9'i TOYOTA PREvIA S 91 fllERCEDfS 560 SEC Vehicle IdenUftcation Number SAJAV1S4IFC"9lil. JTSACJ2RzRl131617 HDICAli5~511375 CI... Code nOnOOll "20Z001O 12062&021 C<edit Code (see below) 1 lCA lCAI , - ~ Or mare .ot... , = Goocl_ A = Paaa,ve -'Ill Cls""'nl C _ A/rtj.L.- a.-eke OIs_ 2 "'" Ortver tra'nll'tg 7 "'" Acc.IcIenI P,re~tion eo""rwe e _ Anti.. Then: DeVice twSCOUnt The .....0. or tralle.. deecribM In t~i, poIiey.... principally gar"lled a' the In_ed Lor:.tllon unle.. oll1erwl.. Italed: - per""". · SIlO, 000 eocll accident. Bodily Injury Uobility each accident, Property Dam. Wobi!ity .- ........... A~to Medical P..~t. e.." oteun'e".,.. Personal Cal..trophe Liability Endor_t .aell person, . 500,000 eKl1 accident. UninlUrelI MOlorl.t, _ Bodily Injury .ocII aoc:ident, Unin'lItlld Moloriot. . ""'pet't1f D'rnago Damage to Your Auto: Actu" calli value IACV) mlnu. deductible: Auto 1 AUlD 2 A~to 3 Colllsion 10" . 250 . 250 . 250 Other tl\an collision '.... . 250 . 250 . 250 Limit. of Wabllity. SOO. ODD . 100,000 . !i.000 '1.too.OOO . SOD. ODD Umll per cIi..blemenl for T_lnll _ lAbor eo.t.: · 75 . 75 . 75 . y....r premium for this polley. $I. SIS. 00 IIn TO FOLLDIl PAYPfENT EXPECTED FROM INSURED AuIo . . SAFE DRIVER LIST. POINTS ARE DETERMINED IY RULES OF THE SAFE DRIVER PLAN. ACCIDENT 04-22-9' HAlVED "114001 -~---->SEE NEXT TO FORM COMPANY USE. VS1197 1'1'0'187 Alt4ZU A1t4001 11-92 AJl:4001 :',iidwci Vigliotta .\'Pllty Cilv6.,Uorncy pAGE<------ loU-0079