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HomeMy WebLinkAboutORANGE COUNTY PARTNERSHIP (2) - 2013INSURANCE NOT ON PILE N- 2013 -059 WORK MAY NOT PROCEED CLERK OF COUNCIL 01 DATE! 0 CONSULTANT AGREEMENT )AeY yAhdPZC2� BETWEEN THE CITY OF SANTA ANA AND ORANGE COUNTY PARTNESH P THIS AGREEMENT, made and entered into this _/ day ofCITY 201_, by and between Orange County Partnership (hereinafter "Consultant'), and t OF SANTA ANA, a charter city and municipal corporation of the State of California (hereinafter "City ") RECITALS A. City desires to retain a consultant having special skill and knowledge to provide the City with use, technical assistance and support of the Homeless Management Information System as it relates to Emergency Solutions Grant. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this 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 The Scope of Services for Consultant shall include, but not be limited to those services described in the Recitals above including, but not limited to, training, generating and creating reports, comparable database certification, and technical support of the Homeless Management Information System as it relates to the Emergency Solutions Grant. Due to the funding source (Emergency Solutions Grant), Consultant agrees to comply with the Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR part 3). 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept total payment pursuant to this Agreement shall not exceed Four Thousand Dollars ($4,000.00) 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 perfonmance 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 June 30, 2013, 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 the Community Development Agency 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 shnilar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE a. Due to the nature of the services provided hereunder, commercial general insurance coverage is not required. b. 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. 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 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is 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 of the terms of, or effects, arising from this Agreement. City agrees to and shall indemnify and hold harmless the Consultant 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 City pursuant to the terns of this Agreement. 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 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 information 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 of law; 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, in the manner provided in this Section, to the following persons: To City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6549 and, City Attorney's Office - City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6515 To Consultant: Orange County Partnership 1505 E. 17th St, Suite 108 Santa Ana, CA 92705 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. 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, that 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 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, hi 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, however, 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 of race, 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 opportunity 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 shall 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 of the 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 of this Agreement. 16. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: D v Maria D. Huizar Secretary APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Lisa E. Storck Assistant City Attorney CITkOFTA ANA Interim City Manager CONSULTANT By: shy 10 1611 Title: 'N TeAr nA TIN# 3,6_ GF 8 / V 9 .7 272295 ' � CERTIFICATE ®F LIABILITY INSURANCE narE(MM1DD3 517!2013 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.?t IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAVED, 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 Commercial Lines - (949) 225 -6900 NAME: Debbie Karpuk PHONE g49- 224 -1688 FAX ' ' `'"949 -225 -6910 A!C No EMAIL debbie. kar uk wellsfar ADDRESS: o.com p @ g Wells Fargo Insurance Services USA, Inc. - CA Lic #: OD08408 INSURERS AFFORDING COVERAGE NAIL q 2030 Main Street, Suite 200 INSURER A; Philadelphia Insurance Company 23850 Irvine, CA 92614 -7253 INSURED INSURER B; Travelers Casualty Ins Co of America 31194 National University INSURER C 11355 N.Torrey Pines Road INSURER D: $ 2,000,000 INSURER E PRODUCTS . COMPIOP AGG S 2,000,000 INSURER F: $ La Jolla, CA 92037.1013 COVERAGES CERTIFICATE NUMBER: 6022681 REVISION NUMBER: Se¢ helow THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MMIDDmYY MMID�fYYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I OCCUR PHPK927071 - 09/29/12 09/29/13 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ Ion,= MED EXP (Any one person) $ Included PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- X LOG PRODUCTS . COMPIOP AGG S 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS SWVEU HIREDAUTO AUTO q� PPR . r ' COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per parson) $ BODILY INJURY (per accident) $ Laura A. Rog 111 PROPERTY DAMAGE Pa cdent $ UMBRELLA LIAR EXCESS LIAO OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTIONS $ WORKERS COMPENSATION AND EMPLOYERS LIABILITY YIN ANY PROPRIETORfPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory in NHI If yes, describe under DESCRIPTION OF OPERATIONS below N I A TC2JUB- 4242B530 -12 07/01/12 07/01/13 X WC STATU- OTH- E.L. EACH ACCIDENT $ 1,000,060 E.L. DISEASE - EA EMPLOYEE$ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Santa Ana, its officers, employees, volunteers and agents are included as Additional Insured per form # PI- GLD- VS(01108). CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD © 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) (This cenincale repl .... ..Ttlflcatop60226o2 I—ad nn IW M13) PI-G.LD-VS (01108) This endorsement modifies Insurance provided under the following., COMMERCIAL GENERAL LIABILITY COVERAGE It is Lin toad d. r that th win isl pe ire e t r' Pc n'er applies, 'y e v 'u PP ,and Pc�t a, a licab under coverag indi Jim 0 su a ul e yl S, ';rl e go are t s d lim, a the to s, co o Orse a fial JrJ this DOI& unles t i.. 1 10). • on t..' e M '0 Mm'W 'a L its� of coverages, consult ffflpolicy contract. wordi Coverage Applicable Limit of Insurance --page -f bamage to Premises Rented to You $300,000 2 Extended Property Damage included .. .. ........... .... 2 Eton -Owned Watercraft . Less than 58 feet Supplementary P4ymenvs — Bail. Bonds Supplementary Payment — Loss of Earnings $500. per day 2 Medical Paymmis $15,000 Medical Payments-Extended Reporting Pwfod 3 years Employee indemnification Delfeme Coverage for Employee $25,000 Additional Insured -- Mad(cal Direators and Administrators Included Xd­dMonW Insured — Managers and Supervisors included 3 Additional Insured -8 adened Named Insured Included 3 Addlbanvl Insured — Funding Source lrld(Ad.00 Additional Insured — Managers, or Lessors of Premises included 4 Additional Insured -- By Contra.4 Agreement orPermit Inciuded 4 Additional thsumd.-- Broad Form Vendors Indodw 4 Qenera(Aggregele - Per Campus Included 5 Duties in the Event of Occurrence, C181rh Of:$Uit I Included 5 Fother insurance — Primary Addltlonol Insured I Included Er Other I risuranco -You Are An Additional Insured Oil Included I T Another Person's Or Or anization's Puti Unintentional' Failure to Discfose Hazards Iricluded Uberalizajon Included Bodily Injury — includes MenW Anguish Included Personal. and Adveffsing injury — includes Abuse of fricluded Transfer of Rights of Recovery Against Otherr, To Us Clari�catlorl Science LaWaltory "Cicourrence' i $50,000 Medical Incident Lfablilty-Nurse and AWatir, Trainer Included ............... Page I of 9 Includes copyrighted material of I.hsuranoe Services Office, Inc., with its permission. PI-GLO-VS (011 08) A. Damao to Promises Regigg to You 1. If damage by fire to promises rented to you is not otherwise excluded from this Coverage Part, the word "fire" Is changed to, "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where It appears In., a. The last paragraph of SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions', b, SECTION fit - LIMITS OF INSURANCE, Paragraph 6.; c. SECTION V —DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you Is not other wise excluded from this Coverage fart, the wards "Fire insurance are changed to'insurame for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in, a. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4, Other Insurance, Paragraph b. Excess insurance 3. The Damage To Promises Rented To You Urnit section of the Declarefions is amended to the greater of: a. $300,000; or b. The amount shown in the Dediaratlons as the Damage to Premises Rented to You Urnk. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, ljqhtnir , explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. 8. Extended "Pro a Kama e" SECTION I - COVERAGES, COVET DAMAGE LIABILITY, Subsection 2. following� a, Expected or Intended Injury "Bodily Injury' or 'Property Dami This exclusion does not apply to reasonable force to protect pers+ g, Non-Owned Watercraft A, COVERAGE A BODILY INJURY AND PROPERTY islons, Paragraph a. is deleted and replaced by the expected or intended from the standpoint of the insured, d 4y injury or 'property damage resulting from the use of or property, SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is amended to road as follows: (2) A watercraft you do riot own that Is: (a) I-Oss than 58 feet long; and (b) Not being used to carry persons or prop" for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft, This insurance is excess over any other valid and Wleortibielinsurance available to the insured whether primary, excess or contingent. 0, Under the SUPPLEMENTARY PAYMENTS - COVERAGE A AND 8 provision, Items I.b. and I.d. Page 2 of 9 includes copyrighted material of k1surance Services Office, Inc,, with its permission, PI-GLD-VS (01/08) are amended as follows: 1. The limit for the cost of bail bonds Is ohongedfrom $250 to $2,500; and 2. The limit fbr loss of earnings is changed from $250 a day to $500 a day, E. Medical ftyments - Limit InarpAs to 15,000, Mend Period .2A_ If COVERAGE C Midi AL PAYMENTS, is not otherwise excluded from this Coverage Part: 1, The Medical Expense Limit is changed subject to all of the terms of SECTION III -LIMITS OF INSURANCE to the greater of, a, $15,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2, SECTION I — COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, the second part of Paragraph a. Is amended to. read: provided that: (2) The expenses are Incurred and reported to us within three years of the date of the accident; F,,.EM9!2yee Indemnification Defens4 C 2y2_ra_qe_ Under the SUPPLEMENTARY PAYMENTS - COVERAGES A AND 8 provision, the following is added, 3. We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding. The most we will pay for any "employee' Who is alleged to be directly involved in a criminal proceeding is $25,000 regardiess of the numbers of "employees", ciaims or 'Suits., brought or persons or organizations making olai M-s or bringing 'suits', !j. §jECTIQN 11 -� WHO IS AN INSURED is Amended as follows,. 1. If coverage for newly acquired or form od organizations is not otherwise excluded from this Coverage Part, Paragraph la, is char ' ged to read: a. Coverage under this provision Is afforded until the end of the policy period. Z. Each of the following is also an Insure a, Medical Directors and Administr . Mors - Your medical directors and administrators, but only while acting within the scope of and dur . ing the course of their duties as such, b, Managers and Super Visors -If you are an organization other than a partnership orjoint venture, your managers and supervisors are also insureds, but only with re.spectio, their duties as your managers and supervisors,,. Broadened Named Insured - Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Dodarations as Named Insured, If they are also insured under another s milar pollcy, but. for its tormirmtIon or the exhaustlon of Its limits of Insurance. Funding Source - Any person or organization with respect to their liability arising: out of (1) Their financial control of you; or Page 3 of 9 Includes copyrighted material of Insurance Services Offlce, Inc., with its permission, PI-GLD-VS (01f08) (2) Promises they own, maintain of control while you [ease or occupy these promises. This Insurance does not apply to structural alterations, new construction and demolition operations performed b:y or for that person or organization. Managers or Lessors of Promises - Any person or organization with respect to their liability arising out of the ownership, maintenance .or use of that part of the premises leased to you subject to the following additional exclusions, This insurance does not apply tm (1) Any `occurrence" which takes place after you cease to be a tenant In that promises, (2) Structural altermtJorts, now construction or demolition operations performed by or on behalf of that person or organization. By Contract Agreement or Permit - Any person or organization with whom you agreed, because of a written contract or agreement or permit, to provide Insurance such. as is afforded under this policy, but only with respect to your operations, 'your work" or facilities owned or used by you. (1) This provii-siondoes not apply-, (a) Unless the written contractor agreement has been executed or permit has been issued prior to the "bodily injury, ""property damage," "personal and advertising Injury": To any person or organization Included as an Insured under g, Broad Porm Vendors below; or (c) To any person or organization Included as an Insured by an endorsement issued by us and made a part of this Coverage Part. (2) When an engineer, architect or surveyor becomes an insured kinder this Coverage Part, the following additional exclusion applies, (a) "Bodily Injury, "property damage, "personal and advertising injury' arising out of the rendering of or the failure to render any professional services by or foe you, including: (1) The preparing,. approving, or failing to approve maps,. drawings, opinions, reports, surveys, change order , designs or spe<;fficatIons; and (ii) Supervisory, inspectioni . or engineering servfces, (3) When a lessor of [eased aquipfhent becomes an insured under this Coverage Pad, the following additional exclusions apply: (a) To any °occurrerkce' which takes place after the equipment tease- axplreq; or (b) To 'bodily injury or 'prop A the sole negligence of the lessor_ damage" arising out o (4) When owners or other Interests from whom land has been leased bewme. an insured under this Goverage Part, the fttowlng additipnot exclusions. apply: (a) Any "occurrence"` which takes place after you cease to lease that [and; or (b) Structural Wteratlons, now construction or dernOtiori. operations performed by or on behalf of the owners or other interests from whom land has been leased. g, Broad Form Vandors - Any person or organizaton with whom you agreed, because of a written contract or agreement to provida Insurance, 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, subject to t.he following. additional exclusions, (f) The insurance afforded the vendor do" not apply to, (a) *Bodily ir ijury" 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, (c) Any physical or chemical change In the product made intenrtonatly by the vendor, (d) Repackaging, unless u npapked solely for the purpose of Inspection, demonstration, testing or substitution of parts under Instructions from the manufacturer, and then repackaged in the original C'ontainer; Page 4 of 9 Includes copyrighted material of lhsumnce Services Office, Irmo., with its permission, PI-GLD-V$ (01108) (a) Any failure to make.such Inspections, adjustments, tests OF 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, lnstallatlon, servlclng or repair operations, except such operations performed at the vendor's premises in connection with sale of the product (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of.any other thing or substance by or for the vendor, (2) This provision does notapply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering Into, accompanying or containing such products. (3) This provision does not apply to. any vendor Included as an insured by an endorsement issued by us and made a part of this Coverage Part (4) This provision does not apply if "bodily injury" or 'property damage" included within the 'produ6ts-completed operations hazard' is excluded either by the provisions of the coverage Part or by endorsement, .H. ?Sr Carnpua — General A e SaLqSAL 1. SECTION III — LIMITS OF INSURANCE, Paragraph 2., is amended to the following-, The General Aggregate limit is the mast wo will pay: For all sums which the insured becomes legally oUgated to pay as damages caused by "occurrences" under SECTION I —COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABUTY1, and for all medical expenses caused by accidents. tinder SECTION I — COVERAGE, COVERAGE-C MEDtrAL PAYMENTS which can be attributed only to operations At a single designated "campus' shown in the Declarations, (1) A separate General Aggregate Limit Is APplicable to each single designated 'campus' shown in the Declarations and that limit Is equal to the amount of the General Aggregate Limit shown in the Declarations, (2') Tire General Aggregate Unit is the most weviff pay far the sum of all damages under COVERAGE A, except damages because of'bodity injury" or " property damage "' included In the 'products-romplerted c perations. hazard, and for medical expenses under COVERAGE C ragardles5 of the number of (,a) Insureds, (b) Claims made or 'sults° 4rought, or (6) Persons or organizations making claims or bringing "suits�% (3) Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the General Aggregate Um ft for that designated 'campus".. Such payments shall not reduce the General Aggregate Urnitshown in the Declainations nor %hall they reduce any other General Aggregate Limit for any other designated "campus" shown In the Declarations. (4) The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However; Instead of being subject to the General Aggregate Unit shown in the Declarations, such limits will be subject to theapplicable single designated 'campus" General Aggregate Limit. SECTION V — DEFI N ITION S is amended by adding the following: Page 5 of 9 Includes copyrighted material of insurance Services Office, Inc., with its pormJssiom PI-GLG-VS (01108) "Campus" is defined as premises Involving the same or connecting lots, or premises whose connection Is Interrupted only by a street, roadway, waterway or right-of-way of a railroad. f, L7uk'es ccuV'( ft Event.o!J�.. ro"C clain or Suit 1. The requirement In Paragraph 2.& of SECTION IV m COMMERCIAL GENERAL LIABILI[TY CONDITIONS that you must see to it that we are notified as soon as practicable of an "occurrence' or an offense, applies only when the "occurrence" or offense Is known to: a. You, if you are an Individual; b,.A partner, if you area partnership; or c. An executive officer or insurance manager, If you are a corporabon. The requirement in Paragraph 2.6. of SECTION tV— COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it thatwe receive notice of a claim or"sulf as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to., a. You, if you are an individual: b. A partner, if you are a partnership, or c, An executive officer or insurance mbnagar, if you are a corporation. d. Other Insurance — Prinaga 6dditional in$.urod 1. If the.wriften contract or agreement car i permit requires this insurance to be primary for any person or organization with whom you agree to include in SECTION It - WHO IS AN INSURED, then SECTION IV — COMMERCLAL GENERAL LIABILITY CONDITION: s, Subsection 4. Other Insurance is rerplaoed by the following: If other valid. and collectible insurance is available for a loss we cover under COVERAGE A of this Goverage Part, our obligations are limited as foilows- a, Primary Insurance -This insurance is primary, We will not seek contributions from other Insurance available to the person or organization with whom you agrea tb Include In SECTION 11 -WHO IS AN INSURED, exoeptiwhen 2, below applies, b. Excess Insurance -This Insurance Is excess over any of the other insurance whether primary, excess, contingent or any other basis: (1) That I . s Fire, Extended Coverage, Buildor's Risk., Installation Risk or similar coverage for ky.Qur work"; (2) That is Fire, Ilghtn Ing or explosion insurance for promises reptad to you;. or telnporarlly occupied by you with permission of the. owner,, or (3) If the lose @Ases out .of the mahtenance or use of aircraft,. "autos' or watercraft to the extent not subject to SECTION I — COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph 9. When this insurance is excess, we will have no duty under Coverages A or B to defend any claim or'sulf 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 ather 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; Page 6 of 9 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. ICI - GLD-VS (0110a) (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 deducfible and seff-Insured amounts under all other Insurance. We will share the remaining loss, if any, witli any other Insurance that Is not described in this excess Insurance provIsfon and was not bought specifirally to apply In excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method of SharIng. - If ail the other insurance permits contribution by equal shares, we will follow this method also. Under thl5.; approach each insurer contributes equal amounts until it has paid Its applicable limit of insurance or none of the loss remains, whichever comes flrst. If any or the other insurance does not permit contribution by equal shares, we will contribute by limits.. Under this method, eachninsurer's contribution is based on the ratio of its applicab[e limits of insurance of all Insurers. 2. This provision oniy app[les with respect to your operations, "your work' or facilities owned or used by you. K Other Insurance — You Are An Addiflor . ial. Insured On Another Person's Cr OEganlzatloWs Fro_ ll If you are an insured under SECTION 11 -WHO I$ AN INSURED, then SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. OTHER INSURANCE, Paragraph b. Excess Insurance Is replaced by the followings This insurance is excess over any other I n'surance., whether primary, excess, contingent or on any other basis: 1. That is Fire, Cxtended Coverage, EluilOers Risk, Installation Risk or similar coverage for "Your worw" 2, That Is Fire, lightning or explosion Insurance for premises rented to you or temporarily occupied by you with permission of the owryer, 1 If the loss. arises out of the maintenance or use. of aircraft, "autos" car watercraft to the extent nut subject to SECTION I — COVERAGE,' COVERAGE A BODILY INJ U RY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exatusions, Paragraph 9,; or 4 When any Of the Named Insureds, under this Coverage Part, are additional Insureds under commercial general liability policy or similar irsurancq of another party, When this Insurance is excess, we will hai ve, noduty under Coverages A or B to defend arty cralm or "suit' that any other Insurer has a duty to . Oefend. If no other insurer defeinds, we will undertake to do so, but we will be entitted to the iinsured1s: rights against all those other insureds. When this insurance is excess or olhorin 8uran ce, we will pay only our sham of the amount of the loss, if any, that exceeds the sum of: 1, The total amount that all such other h.surance would pay for the loss In the absence of this insurance; and 2. The total of all deductible and se,K-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not dae;oribed in this Excess Insurance provision and was not bought speciftaliy to apply in excess of the LImIts of Insurance shown in the Declarations of this Coverage Part. Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc,, with its permission. Pl-GLD--VS (01108) It is agreed that, based on our reliance on yo.ur representations as to existing hazards, if you should unintentionally fail to. disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny oavarade under this Coverage Pan because of such failure. M, I.iberali�al;.4cTrt if we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide th6 additional coverage to all endorsement holders as of the day the revision is effective In your state. Bodily Inlut_y, - Mental Anggish SECTION V — DEFINITIONS, Paragraph 3. Is changed to read: 'Bodily Injury: Moans bodily injury, sickness or disease sustained by a person, and Includes mental anguish resulting from any of these; and . Except for mental anguish, includes death resulting from the foregoing (item a. above) at any time, If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is riot othetwise excluded from this Coverage Part, the detinition of "personal and advertising injury" is amended as follows; 1, SECTION V — DEFINITIONS, Paragraph i4 b, is revised to read: b. Malicious prosecution or abuse of process: 2, SECTION V — DEFINITIONS, Paragraph 14. is amended to Include the. follqwlng. "Persona[ Injur . y" also means discrimination based on race, dolor, religion, sex, age. or national adg.in, except wheri, a. Done intentionally by or at the direction of, or with the knowledge or consent of: (I) Any Insured; or (2) Any executive officer, director, fockholder, partaer or member o.f the Insured-, or b.. Mireotly or Indirectly related to the.ernploymoot, former or prospective employment, termination of employment, or application for smptoyment of any person. or persons by an Insured, or c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or prernites by or at the direction of any insured, or d. Insurance for such discrimination Is prohibited by or hold In violation of law, public policy, court decision or mciminiatratIve ruling, The above does not apply to flues or pen6ltles Imposed because of discrimination, As a clarification, the following is added to SECTION IV — COMMERMAL GEN eRAL LIABIL" CONDITIONS, Subsection 8. Transfer of Rights of Recovery Against Others To Us, Page 8 of 9 Includes copyrighted material of Insurance Services Office, Inc,, with its permission. PI- GLD-VS (01108) Therefore, the insured can valve `he Insurer's Rights of - Recovery prior to the occurrence of a toss, provided the waiver is made in a written contract. 0. Science Laboratoa."Oocunncs" SECTION I — COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph f. does not apply to arty "bodIly Injury" or 'physical daniage" arising out of a ftre, or `occurreinc:e- In any of your.,science laboratories while teaching is being conducted in that laboratory, subject to a $50,000 per policy limit. R. 012gical Incident 1-101111tv-Nurse. and &thlaft Tgkirt -9 1. SECTIOR 11 —±+ HO IS AN INSURED,: Subparagraph 2,a. (1) (d) Is deleted and replaced by the following: (d) Arising out of his or her providing or failing to provide professional medical services. This paragraph does not apply to a registered or practical nurse or athletic, trainer, while acting within the scope of his or her duties for the Named Insured and arising out of a "medical incident". 1 SECTION V — DEFINITIONS, 13. is deleted and replaced by the following,, "Occurrence' means an accident, Including continuous or repeated exposure to Substantially the game general harmful conditions, and "medical incident'. 3. The following definition is added to SECTION V — DEFINITIONS: 'Medical Incident means any act or omission In the furnishing or failure to furnish professional medical services by the insured or any I person acting under the personal direction, control, or supervision of the Insured. Any such act or omissfon together with all related acts or omissions- in the furnishing of such services to any one. person shall be considered one "medirs.1 Incident', "Mediml incident does not Include any actual, alleged or threatened emotional, physical, or sexuei abuse, of any patient or professicnai medical services reclplenL Page 9 of q Includes copyrighted material of insurance Services Office, Inc., with its permission.