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HomeMy WebLinkAboutPENNINGTON, WENDY 2 - 2014.,, City of Santa Ana -T r Clerk of the Council corc Office use Only AGREEMENT TERMINATION FORM 1^'.9 ALG 21 PH A: 57 Please complete this form when the attached agreement and all CITY CIF SANTA ANA amendments (if any) are no longer in effect. CLERK( OF COUNCIL Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with �iam a/Yii% No. N-2014-080 was completed on `(; and final payment has been made. (List all amendments. Use space below if needed.) Department: PR ('_ ES A Phone/Ext.: Signature: AaAt/f c ' V Date: 5Mg �QGIq Revised 10-31-12 INSURANCE ON FILE 4YO]tl( MAY PROCEEO UNiIt INSURANCE EXPIRES _ /-Y- es CLERK Of COUNCILDAT d , F�tcs�t}SUN �8 N-2014-080 34"L"40`4' THIS AGREEMENT made and entered into this 1st day of Jtdy 2014, by and between Wendy Pennington (hereinafter "Provider") 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"). A. The City desires to retain a recreation service provider having special skills, resources and knowledge to conduct dog obedience classes in its leisurc class program. B. Provider represents that Provider is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Provider represents that it is knowledgeable in its field and that any services performed by Provider under this Agreement will be performed in compliance with such standards as may reasonably be expected. NOW THEREFORE., in consideration of the mutual and respective promiscs, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Provider shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION In consideration for the right to provide the programs set forth in Exhibit A, City agrees to pay the Provider seventy percent (70%) of all gross revenue received froth program participants. Anticipated revenue from this class shall not exceed $25,000 annually. Payment to Provider shall be made within thirty (30) days following completion of the last class taught by Provider that month. 3. TERM This Agreement shall commence on July 1, 2014 and terminate on June 30, 2016, unless terminated earlier in accordance with Section 12, below. The term of this Agreement maybe extended upon a writing executed by the City Manager and the City Attorney. 4. MEPENDENT CONTRACTOR Provider 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 manner in which Provider performs the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services. Provider 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. Provider is not an agent, representative or employee of City and Provider shall have no authority to act on behalf of the City. S. INSURANCE Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Corrunercial General. Liability Insurance. Provider shall maintain commercial general liability insurance which 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 Provider's operations in the performance of this 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. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation ofinsured's provisions. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Provider, if Provider 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, Provider agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Provider pursuant to this section: (i) Provider shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (ii) 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. d. If Provider 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 affect Provider's right to be paid for its time and materials expended prior to notification of termination. Provider 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 Provider agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Providers, special counsel, and representatives from liability 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 Provider 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. The Provider 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 asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFLICT OF INTEREST Provider 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. 8. LIVE SCAN BACKGROUND CHECK Providers, and any employees, subcontractors or substitutes, in contact with minors under eighteen (18) years of age shall arrange for and submit to a Live Scan electronic background check for criminal history available through the California Department of Justice as a condition of this Agreement and provide proof of compliance prior to performing services hereunder. 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 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 copy to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 26 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 571-4211 To Provider: Wendy Pennington 5735 Huntdale St. Long Beach, CA 90808 (562) 208-9267 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be elective 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, 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 Provider, 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 Provider. 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 Provider or 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 is not embodied herein. 11. ASSIGNMENT/SUBSTITUTES a. Assignment. The experience, knowledge, capability and reputation of Provider were a substantial inducement for City to enter into this Agreement. Therefore, Provider 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. Provider must personally teach at least seventy-five percent (75%) of its offered classes. b. Substitutes. hi the event Provider is not able to teach a class due to illness or some other cause beyond Provider's reasonable control, Provider must procure, at its sole expense, a qualified substitute instructor to teach the class at its regular time and place. Provider shall ensure that substitute instructors comply with the City's insurance and live scan requirements contained herein. Provider must immediately notify the City of the substitute instructor's name, qualifications, address and phone number. If Provider cannot procure a qualified substitute and the City is unable to assist in this regard, then the class shall be canceled and a make-up class must be added to the session. Provider must notify participants as soon as possible of any class cancellation and make-up class. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. Termination or cancellation of classes by the Provider must be given to the City at least thirty (30) days prior to termination/cancellation. Failure to provide adequate cancellation notice to the City may put future contracting of business with the City at risk and will result in the City's retention of ten (10%) percent of the final payment to Provider. 4 13. DISCRIMINATION Provider 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, teaching, training, utilization, promotion, termination or other employment related activities. Provider 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 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. LICENSES Provider 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. 16. SEVERABILITY In the event that one or more of the phrases, sentences, clauses, paragraphs or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 17. EXHIBITS All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 18. AUTHORITY The person(s) executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that be so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year fast above written. ATTEST: Massa D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City (A,,ttt/orney By: e I.( 4 6 �— Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: GERARDO MO ET Executive Director of Parks, Recreation and Community Services Agency CITY OF SANTA ANA Da JCavazos City Manager PROVIDER: Name: Wend ennington Exhibit A SCOPE OF SERVICES— Wendy Pennington Provider shall conduct Dog Obedience Beginning class for dogs - All Ages A. Dog Obedience Beginning class is Wednesday, 1 hour, per day - $50/7wks B. Classes shall be 1 day a week -year round. C. Provider shall work with City staff in setting a schedule for classes, including the location, specific days and hours when class will be held and holidays to be observed. D. Provider shall provide materials, supplies, equipment, records and personnel. Provider shall be responsible for cleanup of the facilities and materials and shall ensure the safety and effectiveness of instruction. E. If Provider allows others to teach his/her class, those teachers must be over 21, have obtained and maintain an instructor rating, and be covered by Provider's insurance. Provider shall provide City with documentation to verify instructor and insurance requirements. CLASS SIZE 1) Each class must have a minimum of 7 paid students and no more than a maximum of 15. 2) No registration will be accepted after the second meeting of class. 3) In the event the minimum number of enrollees is not realized by the second meeting of the class, the class shall be canceled. Consultant will be under no obligation to provide services and the City will have no obligations to pay Consultant compensation CLASS FEES 1) Each participant shall pay a $50.00 class registration fee per 7 weeks, 1 day per week. Anticipated revenue to Provider shall not exceed $25,000 annually. 2) No refunds will be made to participants after the first week of class unless the class is cancelled by the City. 3) The City shall collect registration fees from each participant during the registration period. Consultant shall not collect fees, but shall refer all interested participants to City for registration. 4) Consultant shall receive seventy percent (70%) of the total fees collected each month. City and Consultant agree that City shall retain thirty percent (30%) of the fees collected as an administration fee. 5) Consultant agrees that City is entitled to audit Consultant's records and classes to insure compliance with this Agreement. 6) Consultant may not waive class participation/registration fees. 7) City shall prepare class rosters and provide a copy to Consultant. Only registered participants may participate in class. MODRER-POSTER INC/PHS PO BOX 29611 CHARLOTTE NC 28229 DOG TRAINING WITH WENDY PENNING'TON 5735 E HUNTDALE ST LONG BEACH CA 90808 tt�r0o P Sistagt Qlty p J I 1 ACORD 25 (2014/01) J)1(1(e- .C/� 2, V A4 C,2-1q) �11 CERTIFICATE OF LIABILITY INSURANCE R054 �q� i�2014� THIS CERTIFICATE]$ 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 polloy(ies) must be endorsed. If SUBROGATIONIS 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). [vIOURER-FOSTER INC/PHS CONTACT ME: nc."em.un: (866) 46'1 _-_8730 _ 1r FAX Nel: (888) 443-6112 151,520 P: (866) 467-8130 F: (888) 443-6112 M FAII PO BOX 29611 INSURERISI APPORDING COVERAGE NI CHARLOTTE NC 28229 INSURERA. .Sentinel Ins Co LTD INSURED INSURER q: INSURER C DOG TRAINING WITH. WENDY PENNINGTON INSURER O: 5735 E HUNTDALE S'T INSURERE: LONG BEACH CA 90808 INSURERr CERTIFICATE 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 SHQWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Iva 1171 TYPEOPINSURANC4 ARDL b• SL'RN POtTCr kf'1l8EH POLICyhrr ,II}LOpn'1'1'n YOLICTESP LEMIRDa I•y Ltlt/iS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $l, 000, 000 CLAIMS-MADEED OCCUR DAMAGE TO PREMISE$(EaEecclnrcuce{ $1,000,000 X X MED EXP(AR, oR. peI S10, 000 A General L.iab 81 SBq A7C722C 04/114/2014 04/14/2015 PERSONAL &ADV INJURY 51, 000, 000 GEN'LAGGREGATE LIMIT APPLIES PER: POLICYO ECT LOC GENERAL AGGREGATE s2,000,000 PRODUCTS -COMPIOPAGO s2, 000, 000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT IDS acudemf ANY AUTO BODILY INJURY (Perpemcn) ALL OWNED F 1 SCHEDULED AUTOS AUTOS HIRED AU70S NONPOWNED AUTOS BODILY INJURY (Par azcidaSR s PROPERTYDAMAGE (Per accident) UMBRELLA LIAR EXCESS LIAR OCCUR CLAIMS -MADE C�el, <! ( }} 1 e 41. EACH EACH OCCURRENCE AGGREGATE OEO PETERU.NI IPORfi6N.V l'G.IfYSNS.IT(fLY 1NGCIIPLOCER.f'LLIHIGIn OFFICERIMEMBER EXCLUDED? I—YM-I IManCstonin NN 1 A�••.1 WA WA .<^ " `� -- �S,I1,i A C S \ J ttQl `t C���\I f° (]P\) _ STATUTE ERANY H E.L. EACH ACCIDENT S EL. DISEASE EA, EMPLOYEE s If yes, J.aibe under DESCRIPTION OF OPERATIONS below EL. D!SEPSE-POUCYLiMIY $ DESCRIPTION OF OPERATIONS! LOCATIONS l VEHICLES (ACORD 101, AddiBanal Remake Schetlgly, may he Attached If cow space Is required) Those usual to the Insured's Operations. The City of Santa Ana, its officers, agents and employees are listed as an Additional Insured per the Business Liability Coverage Form SS0008 attached to this policy. Coverage is primary & non-contributory per the Business Liability Coverage Form SS0008, attached to this policy. l� N1�RN9�/\Yfhld SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE CITY OF SAN`TA ANA F2CIVIC DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CENTER PLZTA ANA, CA 92701 / 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD Form SS 00 08 04 05 O 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers" any partner or member (If you are a partnership or joint venture), or any member (If you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named Insured does not apply to injury or damage with respect to which an insured under this Insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of Insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar Insurance available to that organization. However: b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered In your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other Insurance of any kind Is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a, "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who Is an Insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no ether insurance of any kind is available to that person or organization for this liability. However, no person or organization Is an insured with respect to: a. "Bodily injury" to a co -'employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, In the charge of or occupied by you or the employer of any person who is an insured under this provision. 8. Additional Insureds When Required By Written Contract, Written Agreement Or Permit a. Coverage under this provision is afforded The ��sr11Vr organization(s) identified in only until the 180th day after you acquire 1,.jf P ra, aphs a. through f. below are additional or form the organization or the end of the�,pf�% insureds when you —have agreed, in a written policy period, whichever is earlier; and [,,. a Form SS 00 08 04 05�.C$A tY A�toeneY Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (0) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make In the usual subsequent to the execution of the contract or course of business, In connection agreement, or the issuance of the permit, with the distribution or sale of the A person or organization is an additional products, insured under this provision only for that (f) Demonstration, Installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises In additional insured under this provision If such connection with the sale of the person or organization is included as an product; additional Insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled Including all persons or organizations added or relabeled or used as a as additional Insureds under the specific container, part or Ingredient of any additional insured coverage grants In Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property (referred to Any persons) or orgar,but damage" arising out of the sale only it below as vendor), but only with respect to negligence of the vendor for its bodily Injury" or "property damage" arising own acts or omissions or those of out of "your products" which are distributed its employees or anyone else acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (1) The exceptions contained in "properly damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (it) Such inspections, adjustments, (1) The Insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, Inconnection with the distribution (a) "Bodily Injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by reason of the assumption of insured person organization from liability in a contract or agreement, whom you have acquired uired such products, This exclusion does not apply to or any ingredient, part or container, liability for damages that the entering into, accompanying or vendor would have in the absence containing such products, of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for "bodily "property n the product made Intentionally injury", damage" or "personal by the vendor; and advertising injury" caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization, or the substitution of parts under instructions from the manufacturer, and then repackaged In the original container; Page 12 of 24 Form SS 00 03 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the Insurance afforded e. Permits Issued By State Or Political to these additional Insureds, this Subdivisions insurance does not apply to any11 (1) Any state or political subdivision, but occurrence" which takes place after only with respect to operations you cease to lease that equipment performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has Issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional Insureds, this of the ownership, maintenance or use Insurance does not apply to: of that part of the land or premises (a) Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising Out of operations to these additional Insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an Insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily Injury", organization, "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with"your work" and or Included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf, (1) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (11) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition In Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown In the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" Included In the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", Including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. "Location" means premises Involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2,b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown In the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2,11b, above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. S. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or In the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit Issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of Insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other Information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. (3) Cooperate with us in the investigation, 9 The Limits of Insurance of this Coverage Part apply settlement of the claim or defense "suit"; separately to each consecutive annual period and to against the and any remaining period of less than 12 months, starting {4) Assist us, upon our request, in the with the beginning of the policy period shown in the enforcement any right against any Declarations, unless the policy period Is extended person or organization that may be after issuance for an additional period of less than 12 liable to the insured because of injury months. In that case, the additional period will be or damage to which this Insurance deemed art of the last preceding p p g period for purposes may also apply. of determining the Limits of Insurance. Obligations At The Insured's Own Cost d. Obli g E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or Insolvency of the insured or of a. Additional Insured's Other Insurance the Insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must sea to other insurer for defense and Indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and (1) How, when and where the "occurrence" non-contributory with the additional or offense took place; insured's own insurance. (2) The names and addresses of any f. Knowledge Of An Occurrence, Offense, injured persons and witnesses; and Claim Or Suit (3) The nature and location of any injury Paragraphs a. and b. apply to you or to or damage arising out of the any additional insured only when such "occurrence", "occurrence" or offense. offense, claim or "suit" is known to: b, Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" Is brought an individual; against any insured, you or any additional (2) Any partner, if you or ar additional insured must: insured is a partnership; (1) Immediately record the specifics of the "suit" (3) Any manager, if you or an additional claim or and the date received; insured is a limited liability company; and (2) Notify us as soon as practicable, (4) Any "executive officer" or insurance manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the "suit' (5) Any trustee, If you or an additional claim or as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, If you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured, 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily Injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law, b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages, 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an nsured; or b. To sue us on this Coverage Form 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; but we will not be liable for damages that are not payable under the terms of this insurance 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 a claim is made or "suit" is brought, 6. Representations a, When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have Issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This Insurance is primary except when b, below applies. If other Insurance is also primary, we will share with all that other Insurance by the method described in c, below. b. Excess Insurance This insurance Is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g, of Section A. — Coverages, (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k, of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That Is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured underthis Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed In a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other Insurance to which the additional insured has been added as an additional insured, When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". 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 Insurance provision and was not bought specifically to apply in 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 equal amounts until it has paid Its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of Insurance to the total applicable limits of insurance of all Insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the Insured waived their rights of recovery against such person or organization In a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F, OPTIONAL ADDITIONAL, INSURED If listed or shown as applicable In the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown In the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. Is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily Injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your 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 additional insured the person(s) or organizabori shown in the Declarations as an Additional Insured Designated Person Or Organization; 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. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant In that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to Include as an additional insured the person(s) or organizatlon(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, 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 additional Insured the person(s) or orgenizatlon(s) shown In the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily Injury" "property damage" or "personal and advertising Injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the Insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. S. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the persons) or organizations) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations, to, With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional Insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05