Noritsu Tech. Srv./Exercise Equip. Maint. 12MAINTENANCE SERVICES AGREEMENT
THIS MAINTENANCE SERVICES AGREEMENT (the "Agreement") is made
and entered into by and between the CITY OF LA QUINTA, a California municipal
corporation ("City"), and Noritsu America Corporation ("Contractor").
RECITALS
WHEREAS, City desires to utilize the services of Contractor as an
independent contractor to provide the City with Maintenance and Repair of Exercise
Equipment.
B. Contractor represents that it is fully qualified to perform such services
by virtue of its experience and the training, education and expertise of its principals
and - employees.
C. City desires to retain Contractor, and Contractor desires to serve City
to perform these services subject to the terms contained herein and all applicable
local, state and federal laws and regulations.
NOW, THEREFORE, in consideration of the performance by the parties of the
mutual promises, covenants, and conditions contained herein, the parties agree as
follows:
1.0 SERVICES OF CONTRACTOR
1.1. Scope of Services. In compliance with all terms and conditions of this
Agreement, Contractor shall provide those services related to Maintenance and
Repair of Exercise Equipment as specified in the "Scope of Services" attached
hereto as Exhibit "A" and incorporated herein by this reference (the "services" or
"work"). Contractor warrants that all services will be performed in a competent,
professional and satisfactory manner in accordance with the standards prevalent in
the industry for such services.
1.2. Compliance with Law. All services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules, regulations
and laws of the City of La Quinta and any Federal, State or local governmental
agency of competent jurisdiction.
1.3. Licenses, Permits, Fees and Assessments. Except as otherwise
specified herein, Contractor shall obtain at its sole cost and expense such licenses,
permits and approvals as may be required by law for the performance of the
services required by this Agreement. Contractor shall have the sole obligation to
pay for any fees, assessments and taxes, plus applicable penalties and interest,
which may be imposed by law and arise from or are necessary for the performance
of the services required by this Agreement.
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1.4. Familiarity with Work. ' By executing this Agreement, Contractor
warrants that (a) it has thoroughly investigated and considered the work to be
performed, (b► it has investigated the site of the work and fully acquainted itself
with the conditions there existing, (c) it has carefully considered how the work
should be performed, and (d) it fully understands the facilities, difficulties and
restrictions attending performance of the work under this Agreement. Should
Contractor discover any latent or unknown conditions materially differing from
those inherent in the work or as represented by City, it shall immediately inform
City of such fact and shall not proceed except at Contractor's risk until written
instructions are received from the Contract Officer (as defined in Section 4.2
hereof►,
1.5. Standard of Care. Contractor acknowledges and understands that the
services and work contracted for under this Agreement require specialized skills
and abilities and that, consistent with this understanding, Contractor's services and
work will be held to a heightened standard of quality and workmanship. Consistent
with Section 1.4 hereinabove, Contractor represents to City that it holds the
necessary skills and abilities to satisfy the heightened standard of work as set forth
in this Agreement. Contractor shall adopt reasonable methods during the life of the
Agreement to furnish continuous protection to the work performed by Contractor,
and the equipment, materials, papers and other components thereof to prevent
losses or damages, and shall be responsible for all such damages, to persons or
property, until acceptance of the work by City, except such losses or damages as
may be caused by City's own negligence. The performance of services by
Contractor shall not relieve Contractor from any obligation to correct any
incomplete, inaccurate or defective work at no further cost to City, when such
inaccuracies are due to the negligence of Contractor.
1.6. Additional Services. In accordance with the terms and conditions of
this Agreement, Contractor shall perform services in addition to those specified in
the Scope of Services only when directed to do so by the Contract Officer,
provided that Contractor shall not be required to perform any additional services
without compensation. Any addition in compensation not exceeding five percent
(5%) of the Contract Sum may be approved by the Contract Officer. Any greater
increase must be approved by the City Council.
1.7. Special Requirements. Additional terms and conditions of this
Agreement, if any, are set forth in Exhibit "D" (the "Special Requirements") which
is incorporated herein by this reference and expressly made a part hereof. In the
event of a conflict between the provisions of the Special Requirements and any
other provisions of this Agreement, the provisions of the Special Requirements shall
govern.
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2.0 COMPENSATION
2.1. Contract Sum. For the services rendered pursuant to this Agreement,
Contractor shall be compensated in accordance with Exhibit "B" (the "Schedule of
Compensation") in a total amount not to exceed One Thousand Nine Hundred
eighty dollars ($1,980.00) (the "Contract Sum"), except as provided in Section
1.6. The method of compensation set forth in the Schedule of Compensation may
include a lump sum payment upon completion, payment in accordance with the
percentage of completion of the services, payment for time and materials based
upon Contractor's rate schedule, but not exceeding the Contract Sum, or such
other methods as may be specified in the Schedule of Compensation.
Compensation may include reimbursement for actual and necessary expenditures
for reproduction costs, transportation expense, telephone expense, and similar
costs and expenses when and if specified in the Schedule of Compensation.
2.2. Method of Payment. Any month in which Contractor wishes to
receive payment, Contractor shall submit to City no later than the tenth (10th)
working day of such month, in the form approved by City's Finance Director, an
invoice for services rendered prior to the date of the invoice. Such invoice shall (1)
describe in detail the services provided, including time and materials, and (2)
specify each staff member who has provided services and the number of hours
assigned to each such staff member. Such invoice shall contain a certification by a
principal member of Contractor specifying that the payment requested is for work
performed in accordance with the terms of this Agreement. City will pay
Contractor for all expenses stated thereon which are approved by City pursuant to
this Agreement no later than thirty (30) days after invoices are received by the
City's Finance Department.
3.0 PERFORMANCE SCHEDULE
3.1. Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2. Schedule of Performance. All services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in
Exhibit "C" (the "Schedule of Performance"). Extensions to the time period
specified in the Schedule of Performance may be approved in writing by the
Contract Officer.
3.3. Force Majeure. The time period specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement
shall be extended because of any delays due to unforeseeable causes beyond the
control and without the fault or negligence of Contractor, including, but not
restricted to, acts of God or of the public enemy, fires, earthquakes, floods,
epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any
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governmental agency other than City, and unusually severe weather, if Contractor
shall within ten (10) days of the commencement of such delay notify the Contract
Officer in writing of the causes of the delay. The Contract Officer shall ascertain
the facts and the extent of delay, and extend the time for performing the services
for the period of the forced delay when and if in his or her judgment such delay is
justified, and the Contract Officer's determination shall be final and conclusive
upon the parties to this Agreement.
3.4. Term. This Agreement shall commence on March 1, 2012 and
terminate on February 28, 2013 (initial term). This agreement may be extended for
three (3) additional one-year terms upon mutual agreement by both parties
(extended term). Unless earlier terminated in accordance with Sections 8.7 or 8.8
of this Agreement, this Agreement shall continue in full force and effect until
completion of the services, except as otherwise provided in the Schedule of
Performance.
4.0 COORDINATION OF WORK
4.1. Representative of Contractor. The following principals of Contractor
are hereby designated as being the principals and representatives of Contractor
authorized to act in its behalf with respect to the work specified herein and make
all decisions in connection therewith:
a. Chuck Mehr, Technical Support Representative
b. David Pallacios, Technical Support Representative
It is expressly understood that the experience, knowledge, capability, and
reputation of the foregoing principals were a substantial inducement for City to
enter into this Agreement. Therefore, the foregoing principals shall ,be responsible
during the term of this Agreement for directing all activities of Contractor and
devoting sufficient time to personally supervise the services hereunder.
The foregoing principals may not be changed by Contractor and no other
personnel may be assigned to perform the service required hereunder without the
express written approval of City.
4.2. Contract Officer. The Contract Officer shall be Greg Butler, Building &
Safety Director or such other person as may be designated in writing by the City
Manager of City. It shall be Contractor's responsibility to assure that the Contract
Officer is kept informed of the progress of the performance of the services and
Contractor shall refer any decisions which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder
shall mean the approval of the Contract Officer.
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4.3. Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees
were a substantial inducement for City to enter into this Agreement. Except as set
forth in this Agreement, Contractor shall not subcontract with any other entity to
perform in whole or in part the services required hereunder without the express
written approval of City. In addition, neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior
written approval of City. Any attempted or purported assignment or sub-
contracting by Contractor without the City's express written approval shall be null,
void and of no effect.
4.4. Independent Contractor. Neither City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents
or employees, perform the services required herein, except as otherwise set forth.
Contractor shall perform all services required herein as an independent contractor
of City and shall remain at all times as to City a wholly independent contractor with
only such obligations as are consistent with that role. Contractor shall have no
power to incur any debt, obligation, or liability on behalf of City. Contractor shall
not at any time or in any manner represent that it or any of its agents or employees
are agents or employees of City. Contractor agrees to pay all required taxes on
amounts paid to Contractor under this Agreement, and to indemnify and hold City
harmless from any and all taxes, assessments, penalties, and interest asserted
against City by reason of the independent contractor relationship created by this
Agreement. Contractor shall fully comply with the workers' compensation laws
regarding Contractor and Contractor's employees. Contractor further agrees to
indemnify and hold City harmless from any failure of Contractor to comply with
applicable workers' compensation laws. City shall have the right to offset against
the amount of any fees due to Contractor under this Agreement any amount due to
City from Contractor as a result of Contractor's failure to promptly pay to City any
reimbursement or indemnification arising under this Section 4.4.
4.5. City Cooperation. City shall provide Contractor with any plans,
publications, reports, statistics, records or other data or information pertinent to
services to be performed hereunder which are reasonably available to Contractor
only from or through action by City.
5.0 INSURANCE.
5.1. Insurance. Prior to the beginning any Work under this Agreement and
throughout the duration of the term of this Agreement, Contractor shall procure
and maintain, at its sole cost, and submit concurrently with its execution of this
Agreement, insurance as described herein. All insurance coverage required by this
Agreement shall be placed with insurers authorized to do business in the State of
California with an A,M, Best and Company rating level of A- or better, Class VI or
better, unless otherwise approved by the City's Risk Manager in writing.
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5.1.1. Minimum Coverage. Insurance shall include the following (or
broader) coverage:
a. Insurance Services Office Commercial General Liability
coverage "occurrence" form CG 00 01 or its equivalent with an
edition date prior to 2004 and with minimum limits of $1,000,000 per
occurrence and $2,000,000 in the aggregate.
b. Insurance Services Office form number CA 0001 or
equivalent covering Automobile Liability, including hired and non -
owned automobile liability with a minimum limit of $1,000,000 per
accident. If Contractor owns no vehicles, this requirement may be
satisfied by a non -owned and hired auto endorsement to Contractor's
commercial general liability policy.
C. Contractor shall carry Workers' Compensation Insurance
complying with California's worker's compensation laws, including
statutory limits for workers' compensation and an Employer's Liability
limit no less than $1,000,000 per accident or disease.
5.1.2. Required Endorsements. Liability insurance policies required to
be provided by Contractor hereunder shall contain or be endorsed to contain the
following provisions:
a. City, its employees, officials, agents and member
agencies shall be covered as additional insureds. Coverage shall apply
to any and all liability arising out of the Work or related to the
Contract. Additional insured status under the general liability
requirement shall be provided on Insurance Services Office Form CG
20 10 with an edition date prior to 2004, or its equivalent. Additional
insured status for completed operations shall be provided either in the
additional insured form or through another endorsement such as CG
20 37 with an edition date prior to 2004.
b. General and automobile liability insurance shall apply
separately to each insured against whom a claim is made or suit is
brought, except with respect to the limits of the insurer's liability.
Coverage will not be limited to City's vicarious liability.
C. Liability coverage shall be primary and non-contributing
with any insurance maintained by the City.
d. Each policy required hereunder, and the associated
evidence of coverage (including the workers' compensation and
employer's liability policies), shall provide that coverage shall not be
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suspended, voided, canceled or reduced in coverage or in limits except
after prior written notice has been given to City. Such provision shall
not include any limitation of liability of the insurer for failure to provide
such notice.
e. No liability insurance coverage provided to comply with
this Agreement shall prohibit Contractor, or Contractor's employees,
or agents, from waiving the right of recovery prior to a loss.
Contractor waives its right of recovery against City.
5.1.3. Verification of Coverage. Contractor shall deposit with City
within fifteen (15) days of Notice to Proceed of the Contract certificates of
insurance evidencing the coverage required hereunder and all required
endorsements.
5.1.4. No Waiver or Obligation. There shall be no recourse against
City for payment of premiums or other amounts with respect to the insurance
required to be provided by Contractor hereunder. Any failure, actual or alleged, on
the part of City to monitor compliance with these requirements will not be deemed
as a waiver of any rights on the part of City. City has no additional obligations by
virtue of requiring the insurance set forth herein. In the event any policy of
insurance required under this Agreement does not comply with these requirements
or is canceled and not replaced, City has the right but not the duty to obtain the
insurance it deems necessary and any premium paid by City will be promptly
reimbursed by Contractor or City will withhold amounts sufficient to pay premium
from Contractor payments.
5.1.5. Prompt Notice. Contractor agrees to provide immediate notice
to City of any claim or loss against Contractor arising out of the work performed
under this agreement. City assumes no obligation or liability by such notice, but
has the right (but not the duty) to monitor the handling of any such claim or claims
if they are likely to involve City
5.1.6. Subcontractors. Contractor shall include all subcontractors, if
any, as insureds under its policies or shall furnish separate certificates and
endorsements for each subcontractor approved by City. All coverages for
subcontractors, if any, shall be subject to all of the requirements stated herein
unless otherwise approved in advance in writing by City's Risk Manager.
6.0 INDEMNIFICATION.
6.1. Indemnification.
6.1.1. Indemnification. To the fullest extent permitted by law,
Contractor shall indemnify, protect, defend and hold harmless City and any and all
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of its officials, employees and agents ("Indemnified Parties") from and against any
and all liability, claims, suits, actions arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind,
whether actual, alleged or threatened, including, without limitation, incidental and
consequential damages, actual attorney fees incurred by City, court costs, interest,
defense costs including fees of expert Contractors or expert witnesses incurred in
connection therewith and any other costs or expenses of any kind whatsoever
incurred in relation to, as a consequence of or arising out of or in any way
attributable in whole or in part to the performance of this agreement. All
obligations under this provision are to be paid by Contractor as the City incurs
them. With respect to the design of public improvements, the Contractor shall not
be liable for any injuries or property damage resulting from the reuse of the design
at a location other than that specified in Exhibit A without the written consent of
the Contractor.
6.1.2. Exception to Contractor's Obligation to Indemnify. Without
affecting the rights of City under any provision of this agreement or this section,
Contractor shall not be required to indemnify and hold harmless City as set forth
above for liability attributable to the sole fault of City, provided such sole fault is
determined by agreement between the parties or by the findings of a court of
competent jurisdiction. This exception will apply only in instances where City is
shown to have been solely at fault and not in instances where Contractor is solely
or partially at fault or in instances where City's fault accounts for only a percentage
of the liability involved. In those instances, the obligation of Contractor will be all-
inclusive and City will be indemnified for all liability incurred, even though a
percentage of the liability is attributable to conduct of the City.
6.1.3. Contractor Acknowledgment. Contractor acknowledges that its
obligation pursuant to this section extends to liability attributable to City, if that
liability is less than the sole fault of City.
6.1.4. Indemnity Provisions for Subcontractors. Contractor agrees to
obtain executed indemnity agreements with provisions identical to those set forth
here in this section from each and every subcontractor, sub tier contractor or any
other person or entity involved by, for, with or on behalf of Contractor in the
performance of this Agreement. In the event Contractor fails to obtain such
indemnity obligations from others as required here, Contractor agrees to be fully
responsible according to the terms of this section.
6.1.5. No Waiver; Survival. Failure of City to monitor compliance with
the requirements of this Section 6.1 imposes no additional obligations on City and
will in no way act as a waiver of any rights hereunder. Contractor's obligation to
indemnify and defend City as a set forth herein is binding on the successors,
assigns, or heirs of Contractor and shall survive the termination of this Agreement
or this section.
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6.2. Remedies. In addition to any other remedies City may have if
Contractor fails to provide or maintain any insurance policies or policy
endorsements to the extent and within the time herein required, City may, at its
sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this
Agreement.
b. Order Contractor to stop work under this Agreement and/or
withhold any payment(s) which become due to Contractor
hereunder until Contractor demonstrates compliance with the
requirements hereof.
C. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any
other remedies City may have. The above remedies are not the exclusive remedies
for Contractor's failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to
which Contractor may be held responsible for payments of damages to persons or
property resulting from Contractor's or its subcontractors' performance of work
under this Agreement.
7.0 RECORDS AND REPORTS.
7.1. Reports. Contractor shall periodically prepare and submit to the
Contract Officer such reports concerning Contractor's performance of the services
required by this Agreement as the Contract Officer shall require.
7.2. Records. Contractor shall keep such books and records as shall be
necessary to perform the services required by this Agreement and enable the
Contract Officer to evaluate the cost and the performance of such services. Books
and records pertaining to costs shall be kept and prepared in accordance with
generally accepted accounting principals. The Contract Officer shall have full and
free access to such books and records at all reasonable times, including the right to
inspect, copy, audit, and make records and transcripts from such records.
7.3. Ownership of Documents. Originals of all drawings, specifications,
reports, records, documents and other materials, whether in hard copy or electronic
form, which are prepared by Contractor, its employees, subcontractors and agents
in the performance of this Agreement, shall be the property of City and shall be
delivered to City upon termination of this Agreement or upon the earlier request of
the Contract Officer, and Contractor shall have no claim for further employment or
additional compensation as a result of the exercise by City of its full rights of
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ownership of the documents and materials hereunder. Contractor shall cause all
subcontractors to assign to City any documents or materials prepared by them, and
in the event Contractor fails to secure such assignment, Contractor shall indemnify
City for all damages suffered thereby.
In the event City or any person, firm or corporation authorized by City reuses
said documents and materials without written verification or adaptation by
Contractor for the specific purpose intended and causes to be made or makes any
changes or alterations in said documents and materials, City hereby releases,
discharges, and exonerates Contractor from liability resulting from said change.
The provisions of this clause shall survive the completion of this Contract and shall
thereafter remain in full force and effect.
7.4. Release of Documents. The drawings, specifications, reports, records,
documents , and other materials prepared by Contractor in the performance of
services under this Agreement shall not be released publicly without the prior
written approval of the Contract Officer or as required by law. Contractor shall not
disclose to any other entity or person any information regarding the activities of
City, except as required by law or as authorized by City.
7.5. Confidentiality. Contractor covenants that all data, documents,
discussion, or other information, if any, developed or received by Contractor or
provided for performance of this Agreement are deemed confidential and shall not
be disclosed by Contractor to any person or entity without prior written
authorization by City. City shall grant such authorization if disclosure is required by
law. All City data shall be returned to City upon the termination of this Agreement.
Contractor's covenant under this section shall survive the termination of this
Agreement.
8.0 ENFORCEMENT OF AGREEMENT.
8.1. California Law. This Agreement shall be construed and interpreted
both as to validity and to performance of the parties in accordance with the laws of
the State of California. Legal actions concerning any dispute, claim or matter
arising out of or in relation to this Agreement shall be instituted in the Superior
Court of the County of Riverside, State of California, or any other appropriate court
in such county, and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action.
8.2. Disputes. In the event of any dispute arising under this Agreement,
the injured party shall notify the injuring party in writing of its contentions by
submitting a claim therefore. The injured party shall continue performing its
obligations hereunder so long as the injuring party commences to cure such default
within ten (10) days of service of such notice and completes the cure of such
default within forty-five (45) days after service of the notice, or such longer period
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as may be permitted by the Contract Officer; provided that if the default is an
immediate danger to the health, safety and general welfare, City may take such
immediate action as City deems warranted. Compliance with the provisions of this
section shall be a condition precedent to termination of this Agreement for cause
and to any legal action, and such compliance shall not be a waiver of any party's
right to take legal action in the event that the dispute is not cured, provided that
nothing herein shall limit City's right to terminate this Agreement without cause
pursuant to Section 8.8.
8.3. Retention of Funds. City may withhold from any monies payable to
Contractor sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of
Contractor in the performance of the services required by this Agreement.
8.4. Waiver. No delay or omission in the exercise of any right or remedy of
a non defaulting party on any default shall impair such right or remedy or be
construed as a waiver. City's consent or approval of any act by Contractor
requiring City's consent or approval shall not be deemed to waive or render
unnecessary City's consent to or approval of any subsequent act of Contractor.
Any waiver by either party of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of this
Agreement.
8.5. Rights and Remedies are Cumulative. Except with respect to rights
and remedies expressly declared to be exclusive in this Agreement, the rights and
remedies of the parties are cumulative and the exercise by either party of one or
more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other
default by the other party.
8.6. Legal Action. In addition to any other rights or remedies, either party
may take legal action, at law or at equity, to cure, correct or remedy any default,
to recover damages for any default, to compel specific performance of this
Agreement, to obtain injunctive relief, or to obtain any other remedy consistent
with the purposes of this Agreement.
8.7. Termination Prior to Expiration of Term. This section shall govern any
termination of this Agreement, except as specifically provided in the following
Section 8.8 for termination for cause. City reserves the right to terminate this
Agreement at any time, with or without cause, upon thirty (30) days' written
notice to Contractor. Upon receipt of any notice of termination, Contractor shall
immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Contractor shall be entitled to compensation for
all services rendered prior to receipt of the notice of termination and for any
services authorized by the Contract Officer thereafter in accordance with the
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Schedule of Compensation or such as may be approved by the Contract Officer,
except as provided in Section 8.3.
8.8. Termination for Default of Contractor. If termination is due to the
failure of Contractor to fulfill its obligations under this Agreement, City may, after
compliance with the provisions of Section 8.2, take over work and prosecute the
same to completion by contract or otherwise, and Contractor shall be liable to the
extent that the total cost for completion of the services required hereunder exceeds
the compensation herein stipulated (provided that City shall use reasonable efforts
to mitigate such damages), and City may withhold any payments to Contractor for
the purpose of setoff or partial payment of the amounts owed City as previously
stated in Section 8.3.
8.9. Attorneys' Fees. If either party commences an action against the
other party arising out of or in connection with this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and costs of suit from the
losing party.
9.0 CITY OFFICERS AND EMPLOYEES: NONDISCRIMINATION.
9.1. Non -liability of City Officers and Employees. No officer or employee
of City shall be personally liable to Contractor, or any successor in interest, in the
event or any default or breach by City or for any amount which may become due to
Contractor or to its successor, or for breach of any obligation of the terms of this
Agreement.
9.2. Conflict of Interest. No officer or employee of City shall have any
personal interest, direct or indirect, in this Agreement nor shall any such officer or
employee participate in any decision relating to the Agreement which affects his or
her personal interest or the interest of any corporation, partnership or association in
which she or he is, directly or indirectly, interested, in violation of any State statute
or regulation. Contractor warrants that it has not paid or given and will not pay or
give any third party any money or general consideration for obtaining this
Agreement.
9.3. Covenant Against Discrimination. Contractor covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through
them, that there shall be no discrimination against or segregation of, any person or
group of persons on account of race, color, creed, religion, sex, marital status,
national origin or ancestry in the performance of this Agreement. Contractor shall
take affirmative action to insure that applicants are employed and that employees
are treated during employment without regard to their race, color, creed, religion,
sex, marital status, national origin or ancestry.
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10.0 MISCELLANEOUS PROVISIONS
10.1. Notice. Any notice, demand, request, consent, approval,
communication either party desires or is required to give the other party or any
other person shall be in writing and either served personally or sent by prepaid,
first-class mail to the address set forth below. Either party may change its address
by notifying the other party of the change of address in writing. Notice shall be
deemed communicated forty-eight (48) hours from the time of mailing if mailed as
provided in this section.
To City:
CITY OF LA QUINTA
Attention: Greg Butler
Building & Safety Director
P.O. Box 1504
78-495 Calle Tampico
La Quinta, CA 92247-1504
To Contractor:
Chuck Yukech, Account Manager
Noritsu of America Corporation
6900 Noritsu Avenue
Buena Park, CA 90620
10.2. Integrated Agreement. This Agreement contains all of the agreements
of the parties and all previous understanding, negotiations and agreements are
integrated into and superseded by this Agreement.
10.3. Exhibits; Precedence. All documents referenced as exhibits in this
Agreement are hereby incorporated in this Agreement. In the event of any material
discrepancy between the express provisions of this Agreement and the provisions
of any document incorporated herein by reference, the provisions of this
Agreement shall prevail except as otherwise provided in Section 1.7.
10.4. Amendment. This Agreement may be amended at any time by the
mutual consent of the parties by an instrument in writing signed by both parties.
10.5. Severability. In the event that any one or more of the phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable by a 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 are hereby declared as severable and shall be interpreted to carry out the
intent of the parties hereunder.
10.6. Authority. The persons 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 by so executing this Agreement the parties hereto
are formally bound to the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
CITY LA QUINTA,
a Cali rnia municipal,corporation
Building & Safety Director
Dated:
ATTEST:
1191�� AOS4LAf
SUSAN MAYSELS, In a im City Clerk,
La Quinta, California
APPROVED AS TO FORM:
M. KATHERINE JENSON, City Attorney
CONTRACTOR:
Noritsu Technical Services
By:
Name: Chuck Yukech
Title: Account Manager
Last Revised-2-7-12 -14-
Exhibit A
Scope of Services
1. Services to be Provided:
CROSS TRAINERS
Check all resistance components
Check electronic components
Check and lubricate drive belt
Inspect all bearings, bolts, and miscellaneous hardware
Calibrate to manufactures specifications
Test overall operation of unit
ROWING MACHINES
Check and clean control board functions
Check resistance system (mm. to max.)
Check pivot points — clean and lubricate
Clean and lubricate track and chain
Calibrate to manufacturers specifications
Test overall operation of unit
STAIR CLIMBERS
Check all resistance components
Check electronic components
Inspect step drive components — clean and lubricate
Inspect all bearings, bolts and miscellaneous hardware
Calibrate to manufacturers specifications
Test overall operation of unit
STATIONARY BIKES
Check control board functions
Inspect alternator brushes
Sand fly wheel and inspect tension belt for wear
Clean and lubricate chain
Inspect drive belt chain tension system (min. to max.)
Inspect all bearings, freewheel sprocket, bolts/screws and chain/drive
sprocket
Check speed assembly
Test overall operation of unit
TREADMILLS
Inspect rear roller
Inspect rear brace and all welds
2479/015610-0002
999772,01 .07/28/11 _ 1
Exhibit A continued
Align running belt and lubricate deck surface
Inspect lower electronics and adjust when necessary
Clean and vacuum drive motor, air intakes and fans
Inspect drive belt for wear and proper tension
Check lift calibration settings
Calibrate to manufacturers specifications
Test overall operation of unit
STRENGTH EQUIPMENT (WEIGHT MACHINES)
Inspect all cables for wear
Lubricate guide rods, carriage assembly, pulleys and miscellaneous hardware
Test overall operation of unit
2479/015610-0002
999772 01 a07/28111 -�-
Exhibit B
Schedule of Compensation
Payment shall be on a "Fixed Fee" basis in accordance with the Contractors
Schedule of Compensation attached herewith for the work tasks performed in
conformance with Section 2.2 of the Agreement. Total compensation for all work
performed under the Agreement shall not exceed One Thousand Nine Hundred
eighty dollars ($1,980.00) except as specified in Section 1.6 - Additional Services
of the Agreement.
Fire Station 32 —
Total # of PM Visits 4 / Cost per PM Visit $1 15.00 / Total PMA Cost: $460.00
Fire Station 70 —
Total # of PM Visits 4 / Cost per PM Visit $125.00 / Total PMA Cost: $500.00
Fire Station 93 —
Total # of PM Visits 4 / Cost per PM Visit $115.00 / Total PMA Cost: $460.00
La Quinta Civic Center —
Total # of PM Visits 4 / Cost per PM Visit $140.00 / Total PMA Cost: $560.00
The Service rate for repairs that cannot be completed during the Preventative
Maintenance visit and require parts, is $119.00 per hour. Travel is covered under
the Preventative Maintenance agreement. The price required parts are charged at
List.
Additional authorized services will be billed at Contractor's then current hourly
consulting rates. Contractor's current hourly rates are set forth in the above rate
schedule.
2479/015610-0002
999772 01 a07/28/11 -1-
Exhibit C
Schedule of Performance
Contractor shall complete all services in accordance with the Schedule of
Performance set forth below and made a part of this Agreement:
The Contractor shall provide a technician to perform (4) scheduled preventive
maintenance calls, in March, June, September, and December. During the
preventative maintenance, the Company's technician will perform the activities
specified in Exhibit A.
Fire Station 70 - 54001 Madison Strut, La
Quinta, CA 92253
Name
Model
Serial Number
Quantity
Precore Treadmill W/Prgm & Contact H.R.
C9361
S/N:52230
MFG:AA25J13050019
1
Experience Series Elliptical
MFG: AMWGF28100014
EFX5341
S/N: 169381
1
Combo Station- Hoist
4-4600-180
1
Fire Station'32 - 78111
Avenue 62, La'Quinta,
CA 52253
Name
Model
Serial Number
Quantity
Precore Treadmill W/Prgm &Contact H.R.
C9361
S/N:52231
MFG:AA25H16060024
1
Precore Elliptical
EFX5341
S/N:200268744
1
Fire Station' 93 - 44665 Adams Street, La
401nta, CA 92253
Name
Model
Serial Number
Quantity
Precore Treadmill W/Pram &Contact H.R.
C9361
S/N:52232
MFG:AA25H16060020
1
Precore Elliptical W/Arms & Polar H.R.
S/N:50383
MFG:A995G20060006
1
La Quinta:Civic Center 78495 Cape Tam ico,
La, Quints, CA 92253
Name
Model
Serial Number
Quantity
Trotter Treadmill
CXT
1
Precore Stationary Bike
1
Concept 2 Row Machine
1
ParaBody Combo Station
EX350
1
2479/0156IM002 _
999772.01 a07/28/11 _1
Exhibit D
Special Requirements
This agreement includes no special requirements.
2479/015610-0002
999772.01 a07/28/11 _]
a,ag-ia-
4C br CERTIFICATE OF LIABILITY INSURANCE
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DIITEIM012 YYYY)
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THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsements .
PRODUCER
Marsh Risk & Insurance Services
CA License #0437153
Los South Figueroa Street
Los Angeles, CA 90077
CONTACT
NAME:
PHONE PAX
AC No:
ADDRE
ADDRESS,
Arm LosAngeles.cerhequest@mamh.com Fax#212-948-0535
INSURERS) AFFORDING COVERAGE
NAIC e
INSURER A:Sompo Japan Insurance Company Of America
11126
110137-CAS-All-11-12
INSURED Norilsu America Corporation
INSURER B: Sompo Japan Fla & Marine IDS, CompanyoAmenca
INSURER C :
6900 Nodtsu Avenue
Buena Park, CA 90620
INSURER D :
INSURER E:
INSURER F :
COVERAGES CERTIFICATE NUMBER: LOS-001484493-01 REVISION NUMBER:
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,
ILTR
TYPE OF INSURANCE
D
UBR
POLICY NUMBER
POLICY EFF
MWDD/YYYVl
POLICY EXP
(MWDDrYy`YYl
LIMITS
A
GENERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE OCCUR
COL40052A0
-
02/1112011
02/1112012
EACH OCCURRENCE
S 1,000,000
CA—MA—GE—T01rEI=300,000
PREMISES Ea occurrence
$
MED EXP(Any one person)
$ 25,000
PERSONAL &ADV INJURY
$ 1,000,000
GENERAL AGGREGATE
$ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER
X POLICY PRO- LOC
PRODUCTS - COMP/OP AGO
$ 1,000,000
$
A
AUTOMOBILE
X
LIABILITY
ANY AUTO
OVvNED SCHEDULED
AUTOS AUTOSA NON-0MED
HIRED AUTOS AUTOS
JVC4102000(CA)
ACV7135800(MA)
ACV71357NO(HI)
ACV40059HO(AOS)
02/1112011
02/11/2011
02/11/2011
02/1112011
02/11/2012
02/11/2012
02/1112012
02111I2012
SINGLE LIMIT
ntA
1,000,000
JURY(Per person)
$AAU
MamdentD
JURY(Per accdetm
$
Y DAMAGE
entll
$
Deds
$ 1,000
UMBRELLA LIAB
EXCESS LAB
OCCUR
CLAIMS -MADE
CURRENCE
$
AGGREGATE
$
DED RETENTIONS
I $
B
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
YIN ANY PROPRIETORIPARTNERIEXECUTIVE
OFFICERIMEMBER EXCLUDED?
(Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
JWC4 37L0(CA)
WCN405DDAO(AOS)
02/11/2011
02111/2011
2/1112012
02/11/2012
VVCSTATU- OTH-
E.L. EACH ACCIDENT
E 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
S 1,D00,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES lAHach ACORD 101, Additional Remarks Schedule, B more space Is required)
City of La Quinla, its managers, partners, agents and employees are named as Additional Insured (endorsement#SGL02001) under the general liability policy where required by written contract and permitted by law
s respects any work or services performed by the Named Insured. Insurance is primary and non-contributory, to any tamed by the certificale holder. Weaver of subrogation included.
City of La Quinta
78-495 Calle Tampico
P.O. Box 1504
La Quinta, CA 92247-1504
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
of Marsh Risk S Insurance Services
Laura Casanova
ACORD 25 (2010/06) The ACORD name and logo are registered marks of ACORD
.akV zltj^�
SOMPID
JAPAN
COMMERCIAL GENERAL LIABILITY ENHANCEMENT
This endorsement modes coverage provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART (OCCURRENCE VERSION)
1. NON -OWNED WATERCRAFT
Under SECTION I —COVERAGE A, paragraph 2, Exclusions, item (2) (a) of the Aircraft, Auto or
Watercraft exclusion is replaced by the following:
(2) A watercraft you do not own that Is:
(a) Less than 51 feet long; and
This provision does not apply if the insured has any other insurance for bodily injury" or
'property damage" that would also apply to this extension of coverage, whether the other
insurance is primary, excess, contingent or on any other basis. In that case, this provision does
not provide any insurance.
2. PROPERTY DAMAGE COVERAGE EXTENSIONS
A Under SECTION I -COVERAGE A, paragraph 2. Exclusions, the Damage To Property
exclusion is replaced by the following:
J. Damage To Property
"Property Damage" to
(1) Property you own, rent or occupy, including any costs or expenses incurred by
you, or any other person, organization or entity, for repair, replacement,
enhancement, restoration or maintenance of such property for any reason,
including prevention of injury to a person or damage to anther's property;
(2) Premises you sell, give away or abandon, if the "property damage" arises out of any
part of those premises and occurred from hazards that were known by you, or
should reasonably have been known by you, at the time the property was
transferred or abandoned;
(3) Property loaned to you;
(4) Personal property in the care; custody or control of the insured;
(5) That particular part of real property on which you or any contractors or
subcontractors working directly or indirectly on your behalf are performing
operations, if the "property damage" arises out of those operations; or
(6) That particular part of any property that must be restored, repaired or replaced
because 'your work" was incorrectly performed on it.
Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than
damage by fire) to premises, including the contents of such premises, rented to you for a
period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To
Premises Rented To You as described in Section III — Limits of Insurance.
Paragraph (2) of this exclusion does not apply if the premises are your work" and were
never occupied, rented or held for rental by you.
SGL 02 001 (12-2007 ed.) Includes copyrighted material of Page 1 of
Insurance Services Office, Inc., with Its permission.
ANC
Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a
sidetrack agreement.
Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage" to property
while on or being moved onto or off of an elevator. This insurance is excess over any valid
and collectible insurance available to any insured whether primary, excess or contingent.
Paragraph (6) of this exclusion does not apply to "property damage" included in the
"product"ompleted operations hazard".
B. The following is added to the Damage to Your Product exclusion:
This exclusion does not apply to "property damage" to 'your product/ while on, being
moved onto or off of an elevator; or liability assumed under a sidetrack agreement.
This insurance is excess over any other valid and collectible insurance available to any
insured whether primary, excess or contingent.
C. Under Section I — COVERAGE A, the last paragraph after the exclusions is replaced by the
following:
(1) Exclusions c. through n. do not apply to damage to premises by fire, lightning,
explosion, smoke or leakage from fire protective systems while rented to you or
temporarily occupied by you with permission of the owner. A separate limit of
insurance applies to this coverage as described in Section III —Limits of Insurance.
This limit will apply to all damage proximately caused by the same event, whether
such damage results from fire, lighting, explosion, smoke or leakage from fire
protective systems or any combination of the five.
(2) Under SECTION III —LIMITS OF INSURANCE item 6. is amended as follows:
6: Subject to paragraph 5. above, the higher of:
a. $300,000; or
b. The Damage To Premises Rented To You Limit shown in the Declarations
is the most we will pay under Coverage Afor damages because of 'property
damage" to any one premises, while rented to you, or in the case of damage by fire,
lightning, explosion, smoke or leakage from fire protective systems, while rented to
you or temporarily occupied by you with permission of the owner,
(3) Under Section IV —COMMERCIAL GENERAL LIABILITY CONDITIONS paragraph
(b)(1) (a) (D under the Other Insurance condition is replaced by the following:
(1) That is Fire, Lightning, Explosion, Smoke or Leakage from Fire Protective Systems
insurance for premises rented to you or temporarily occupied by you with
permission of the owner;
(4) Under SECTION V—DEFINITIONS, paragraph a. of the Insured Contract"deftnition
is replaced by the following:
a. A contract for a lease of premises. However, that portion of the contract for a
lease of premises that indemnifies any person or organization for damage by fire,
lightning, explosion, smoke or leakage from fire protective systems to premises
while rented to you or temporarily occupied by you with permission of the owner
is not an 'Insured contract".
SGL 02 001 (12.200T ed.) Ircludescopyrighted material of Page 2 of 7
Insurance Services Oftice, Inc., with its pern fission.
SOfNPQ (5) This coverage does not apply 'If Damage To Premises Rented To You of COVERAGE
JAPANA is excluded either by the provisions of the Coverage Part or by endorsement.
3. BROAD FORM PERSONAL AND ADVERTISING INJURY
(1) Under SECTION I —COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, the
Contractual Liability exclusion is deleted.
(2) Under SECTION V—DEFINITIONS, the following paragraph is added to the definition of .
'personal and advertising injury":
h. Vicarious liability for discrimination or humiliation (unless, insurance thereof is
prohibited by law) that results in injury to the feelings or reputation of a natural
person, but only if such discrimination or humiliation is:
(1) Not done intentionally by or at the direction of:
a. The insured;
b. Any "executive officer", director, stockholder, partner, spouse of a partner,
member, spouse of a member, manager or trustee of the insured; and
(2) Not related directly or indirectly to an "employee" or to the employment,
prospective employment or termination of any person by an insured.
Provision 3. above does not apply if COVERAGE B —PERSONAL AND ADVERTISING INJURY
LIABILITYis excluded either by the provisions of the Coverage Part or by endorsement.
4. MEDICAL PAYMENTS — INCREASED LIMITS
A Under SECTION I - COVERAGE C. MEDICAL PAYMENTS, item 1. a. (3) (b) is replaced by
the following:
(b) The expenses are incurred and reported to us within three years of the date of the
accident; and
B. Under SECTION III —LIMITS OF INSURANCE, paragraph 7 is replaced by the following:
r. Subject to Paragraph 5. above, the higher of:
a. $15,000; or
b. The amount shown in the Declarations for Medical Expense Limit
is the most we will pay under Coverage C-for all medical expenses because of "bodily injury"
sustained by any one person.
This coverage does not apply if Coverage C —Medical Payments is excluded either by the
provisions of the Coverage Part or by endorsement.
5. SUPPLEMENTARY PAYMENTS INCREASED LIMITS
Under SUPPLEMENTARY PAYMENTS —COVERAGES AAND B, paragraphs 1.b. and 1.d are
replaced by the following:
b. Up to $2,000 for costs of bail bonds required because of accidents or traffic law
violations arising out of the use of any vehicle to which the Bodily Injury Liability
Coverage applies. We do not have to furnish these bonds.
d. All reasonable expenses incurred by insured at our request to assist us in the
investigation or defense of the claim or "suit", including actual loss of earnings up to
$400 a day because of time off from work.
& BROADENED INSURED COVERAGE
SGL 02 001 (12-2007 ed.) Includes copyrighted notarial of Page 3 of 7
Insurance Services Office, Inc., with Its permission.
Under SECTION
5O MP0 C N II —
WHO IS AN INSURED, the following changes are made:
JAPAN A. BROAD NAMED INSURED
The following is added as the last paragraph under item 1:
Any legally incorporated entity of which you own more than 50% of the voting stock on the
effective date of this coverage part is an insured.
B. FELLOW EMPLOYEE COVERAGE
Paragraph 2.a.(1)(a) is replaced by the following:
(a) To you, to your partners or members (if you are a partnership or joint venture), to your
members (if you are a limited liability company), to a co= employee" while in the course
of his or her employment or performing duties related to the conduct of your business,
or to your other 'volunteer workers" while performing duties related to the conduct of
your business;
At the insured's option, this exclusion does not apply to any'employee" of yours holding a
managerial or supervisory position.
C. INCIDENTAL MEDICAL MALPRACTICE COVERAGE
The following is added to item 2.a.(1)(d):
However, this exclusion does not apply to the rendering or failure to render by an "employee"
of yours, medical, paramedical, dental, x-ray or nursing service or treatment or the furnishing
of food or beverages in connection therewith; or the furnishing or dispensing of drugs or
medical or dental supplies, as long as you are not in the business or occupation of providing
these services.
This extension of coverage does not apply to punitive or exemplary damages, if coverage of
such is permitted by statute or case law.
This extension of coverage is excess over minimum limits of Professional Liability insurance
for such services of at least $1,000,000 Per Incident and $2,000,000 Annual Aggregate. If
there is no underlying Professional liability insurance coverage as described, this provision
does not provide any coverage.
D. NEWLY ACQUIRED ORGANIZATIONS
Paragraph 3.a. is replaced by the following:
a. Coverage under this provision is afforded only until the 180th day after you acquire
or form the organization, or the end of the policy period, whichever is earlier;
E. MANAGERS OR LESSORS OF PREMISES
Managers or lessors of yours are insured 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
Schedule. This insurance does rot apply to:
1. Any "occurrence" which takes place after you cease to bee tenant in that premises.
2. Structural alterations, new construction or demolition operations performed by or on
behalf of the manager or lessor added by this provision.
F. LESSORS OF LEASED EQUIPMENT
Any person or organization from whom you lease equipment is an insured, but only:
SGL 02 001 (12.2007 ed.) Includes copyrighted matetiai of Page 4 of 7
Insurance services Office, Inc., with its permission.
SOMPO
JAPAN
a. Men you and such person or organization have agreed in writing in a contract or
agreement that such person or organization be added as an additional insured on
your policy; and
b. Wlth 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).
Witty respect to the insurance afforded to these additional Insureds, this insurance does not
apply to any "occurrence' which takes place after the equipment lease expires.
G. USERS OF WATERCRAFT
Any person, who with your consent, either uses or is responsible for the use of a watercraft
is an insured, but only for their liability arising out of the use or operation of that -watercraft
on your behalf.
H. VENDORS
If this policy provides Products Liability Coverage, any vendor you are required by a written
contract or written agreement to name as an additional insured is an insured, 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 the following
additional exclusions:
The insurance afforded the vendor does not apply to:
a. Bodily injury" or "property damage" for which the vendor is obligated to pay damages
by reason of the assumption of liability In a contract or agreement. This exclusion does
not apply to liability for damages that the vendor would have in the absence of the
contract or agreement;
b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the product made intentionally by the vendor;
d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration,
testing, or the substitution of parts under instructions from the manufacturer, and then
repackaged in the original container;
e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has
agreed to make or normally undertakes to make in the usual course of business, in
connection with the distribution and We of the products;
If. Demonstration, instillation, servicing or repair operations, except such operations
performed at the vendor's premises in connection with the sale of the products;
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; or
h. Bodily injury" or "property damage" arising out of the sole negligence of the vendor for
its own acts or omissions or those of its "employees" or anyone else acting on its behalf.
However, this exclusion does not apply to:
(1) The exceptions contained in sub -paragraphs d. or f.; or
(2) Such inspections, adjustments, tests or servicing as the vendor has agreed to
make or normally undertakes to make in the usual course of business, in
connection with the distribution or sale of the products.
This insurance does not apply 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.
I. ADDITIONAL INSUREDS —BY CONTRACT, AGREEMENT OR PERMIT
Item 4 is added as follows:
SGL 02 001 (12-2007 ed.) Includes copyrighted material of Page 5 of 7
Insurance Services Office, Inc., with its permission.
SOMPO
JAPAN
4. Any person or organization not otherwise identified as an insured in this coverage or
by endorsement to this coverage that you are required by written contract, written
agreement or written permit to name as an insured is an insured but only with respect
to 'bodily injury", "property damage" or "personal and advertising injury" caused in
whole or in part by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf;
in the performance of 'Your work" for the additional insured(s) at the location(s)
designated in the written contract, written agreement or written permit or in connection
with your premises owned by or rented to you.
With respect to the insurance afforded to these additional insureds, the following
additional exclusions apply:
This insurance does not apply:
a. Unless the written contract or written agreement has been executed or the written
permit has been issued prior to the 'bodily injury", "property damage" or "personal
and advertising injury";
b. To'bodily injury", "properly damage" or "personal and advertising injury" occurring
after: (1) The termination date of any requirement to add additional insureds in any
such contract, agreement or permit; or (2)The end of this policy period, whichever
comes first; or
c. To the rendering or failure to render any professlonal service.
The insurance provided under item I. above applies on a primary basis without contribution
from the additional insured's insurance coverage, if any, If that is required by the written
contract, written agreement or written permit. Coverage under this provision is limited to the
minimum limits of liability stipulated in that written contract, written agreement or written permit
or the amount of loss not to exceed the Limlt of Liability shown in the Declarations, whichever is
less.
7. MOBILE EQUIPMENT REDEFINED
Under SECTION V—DEFINITIONS, paragraph f. of the definition of 'Mobile equipment" is
replaced by the following;
f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than
the transportation of persons or cargo.
However, self-propelled vehicles with the following types of permanently attached equipment
are not "mobile equipment" but will be considered "autos", unless weighing less than 10,000
pounds gross vehicle weight and designed for use off public roads;
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to
raise or lower workers; and
(3) Air compressors; pumps and generators, Including, spraying, welding, building
cleaning, geophysical exploration, lighting and well servicing equipment.
However, "mobile equipment" does not include any land vehicles that are subject to a
compulsory or financial responsibility law or other motor vehicle insurance law in the stale where
it is licensed or principally garaged. Land vehicles subject to a compulsory or financial
responsibility law or other motor vehicle Insurance law are considered "autos".
SGL 02 001 (12-2W ad.) Includes copyrighted material Of Page 6 of 7
Insurance services OfOce. Inc., with its permission.
8. KNOWLEDGE AND O NOTICE
5OMP0 C F OCCURRENCE
JAPAN under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS paragraphs e. and f.
are added to the Duties In The Event of Occurrence, Offense, Claim or Suit condition as follows:
e. Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an
"Occurrence", offense or claim, solely due.to your reasonable and documented belief that
the'bodily injury', 'property damage" or "personal and advertising injury" Is not covered
under this policy.
f. You must give us prompt notice of an "occurrence", offense, claim or loss only when the
"occurrence" offense, claim or loss is known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) An "executive officer" or director, if you are a corporation;
(4) A member, if you are a limited liability company;
(5) A trustee, if you are a trust; or
(6) An "employee' designated by you to give us such a notice.
9. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
Under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS the following is added
to the Representations condition:
We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing
as of the inception date of the policy, provided such failure is not intentional. However, we
reserve the right to charge additional premium for any such hazard.
10. WAIVER OF SUBROGATION
Under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS the following is
added to the Transfer of Rights of Recovery Against Others To Us cond ition:
If the insured has waived those rights before loss, our rights are waived also.
11. BODILY INJURY REDEFINED
Under SECTION V -DEFINITIONS, the definition of "bodily injury" is replaced by the following:
2. "Bodily injury" means bodily injury, mental anguish, mental injury, shock, fright, humiliation,
sickness or disease sustained by a person, including death resulting from any of these at
any time.
12. LIBERALIZATION
If we adopt a change in our forms or rules that would broaden the coverage of this policy
without additional premium, the broader coverage will apply to this policy when the change
becomes effective in your state.
This endorsement forms apart of!
Policy Number
COL40052AQ
SGL 02 001 (12-2007 ad.)
Effective Date: Insured:
02-11-11 NORITSU AMERICA CORPORATION
Includes copyrighted material of Page 7 of 7
Insurance Services Office, Inc., with Its permission.
CONTRACT:
CONTRACTOR
,
CONTRACT CHANGE ORDER NO. 1
Maintenance and Repair of Exercise Equipment
Noritsu America Corporation
Sheet 1 of 1
Pursuant to the terms of the original Contract Agreement, you are hereby directed to make the herein described changes
or do the following described work not included in the plans and specifications for this Contract. Unless otherwise
stated all work shall conform to the terms, general conditions, and special provisions of the original Contract.
«lf.......«!.l.......... *...!!f.«!!.!f!.!f!....**..l..... !!..l....... lf.♦!...... l..............!
DESCRIPTION OF CHANGES EFFECTIVE MARCH 1, 2013:
Contract extension for. March 1, 2013 through February 28, 2014. No change to the contract
price.
+++++w+aawaaraarrr:++w:ww+rwwrw+aarwr►►•►aarrwrwrs+ww+w►►a►aa►rwwwwwwrr as►aaaaw►•
Original Contract Amounti $1,980
Add This Change Order No. 1 SO
Revised Contract Total 1 $1,980
By reason of this contract change order the time of completion is adjusted as follows:
The contract completion date is February 28, 2014.
Submitted
Approved By:
..............
Date:
Date: D
ll.................. fl..l...1.l....1...... 1...... l.l...............
.
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this
proposal is approved, that we will provide all equipment, furnish all materials, perform all labor, except as maybe noted
above, and perform all services necessary to complete the above specified work, and hereby accept as full payment the
amount shown above, which includes all direct and indirect overhead expenses for any delays.
Accepted By: = w Q,L = G e� Title: ^^ t
Contractor: Noritsu America Corporation Date:
AE!?!a CERTIFICATE OF LIABILITY INSURANCE
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THIS CERTIFICATE 18 ISSUED All A MATTER OF INFORMATION ONLY AND CONFERS NO MONTS UPON THE CERTIFIDATE HOLDER, THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAOE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(SL AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER
IMPORTANT: If the eats holder Is an ADDITIONAL INSURED, Lira POBCy(108) must be endorsed. If SUBROGATION IS WAIVED, subject -to'
the terms and eeMifiom of fire pottry, eaAeln palleles may require anendomemenL A etsbmeM on this conMoste doe, not wnfer HQhb b the
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INDICATED. NOT11TTHSTANDBNi 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.
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES Be CANCELLED BEFORE
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ACCORDANCEWITH THE POLICY PROVISIONS.
Laura Castnora .GRAtA.
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9
COMMERCIALGENERAL. LUWMUTY ENHANCEMENT
This endorsement modines coverage provided under the.following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART (OCCURRENCE VERSION) .
I. NON -OWNED WATERCRAFT
Under SECTION 1—COVERAGE A, paragraph 2. RmIlualons, Item (2) (a) of the Abasff, Auto or
Watsraaft exclusion is replaced by the following:
(2) A wadercraft you do not own that Is;
la) Less than 51 feet long; and
This provision does not apply it the insured has any other insurance for'boddy injury' or
"Property, damage" that would also apply to th is extension of coverage, whether the other
insurance is.primery, excess, contingent or on any other basis. In that case, this provision does
not provide any insurance.
2. PROPERTY DAMAGE COVERAGE BRENSIONS
A Under SECTION 1 • COVERAGE A, paragraph 2. Exclusions, the Damage To Property
exclusion is replaced by the following:
} Damage To Property
Property Damage" to
(1) Property you own, rent or occupy, including any costs or expenses incurred by
you, or any other person, organization or entity, for repair, replacement,
enhancement, restoration or rasintenence of such property for any reason,
including prevention of Injury to a person or damage to another's property;
(2) Premises you sell, give away or abandon, M On property damage" arises out of any
part of those premises and occurred from hetards that was known by you, or
should reasonably, have been known by you, at the time the property was
transferred or abandoned;
(S) Property loaned to you;
(4) Personal property In the care; custody or control or the Insured;
(5) That particular part of real property on which you or any contractors or
subcontractors working directly, or indirectly on your behalf we performing
operations, if the "property damage' arises out of those operations; or
(0) That particular part of any property that must be restored, repaired or replaced
because your work" was incorrectly performed on it.
Paragraphs (1), (3) and (4) of this exclusion do not apply to *property damage" (other than
damage by fire) to premises, including the contents of such premises, rented to you for a
period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To
Premises Rented To You as described in Section Ill — Limits of Insurance.
Paragraph (2) of this exclusion does not apply If the premises are your work" end were
never occupied, rented or held for rental by you.
SOL 02 001(1?rW ed.) Wudae wpyrighed mammal of Page 1 of
taumnoe SmWou haute, Ire.. aim its permiselon.
Paragraphs (3), (4), (S) and (0) of this exclusion do not apply to liability assumed under a
sidetrack agreement
Paragraphs (3).(4) and 1% of this exclusion do not apply to'broperty damage' to property
whileon or being moved onto or off of an elevator. This Insurance Is excess over wry valid
and collectible insurance available to any Insured whether primary, excess or contingent.
Paragraph 10) of this exclusion does not apply to $roperty darttage' included in the
'Products -completed operations hazard".
R The following is added to the Darkrs8e to Your Product exclusion:
This exclusion does not apply to'property darneW to 'your product' while on, being
moved onto or off of an elevator, or liability assumed under a sidetrack agreement.
This insurance is excess over any other valid and collectible Insurance available to any
insured whether primary, excess or contingent.
C. Under Secton 1—COVERAGE A the last paragraph alter the exclusions is replaced by the
following:
(1) Exclusions c through n. do riot apply to damage to premises by fire. lightning,
explosion, smoke or leakage from fire protective systems while rented to you or
temporarily occupied by you with permission of the owner. A separate limit of
Insurance applies to this coverage as described in Section III —Limits of Insurance.
This limit will apply to all damage proximately caused by the same event, whether
such damage results from fire, lighting, explosion, smoke or leakage from fire
protective systems'or any combination of the five.
(2) Under SECTION III —LIMITS OF INSURANCE Item S. is amended as follows:
9 Subject to paragraph S above, the higher of:
a. $300.000; or
b. The Demepe TO Premises Rented To You Limit shown in the Decleradots
is the most we will pay under Coverage Afor damages because of properly
damage" to any one premises, while rented to you, or in the ease of damage by fire,
lightning, explosion, smoke or leakage from fire protective systems, while rented to
you or temporarily occupied by you with permission of the owner.
(3) Under Section IV —COMMERCIAL GENERAL LIABILITY CONDITIONS paragraph
(b)(1) (a) (Q under the Other Insurance condition is replaced by the following:
(q That is Fire, Lightning, Explosion,. Smoke or Leakage from Fire Protective Systems
insurance for premises rented to you or temporarily occupied by you with
permission of the owner:
(4) Under SECTION V—DEFINITIONS, paragraph s. of the Insured Contrawrdefinition
is replaced by. the following:
a. A contract for a lease of premises. However, that portion of the contract for a
lonae of.prarrdses that Indemnifies any person or organization for damage by fire.
lightning, explosion, smoke or leakage from fire protective systems to premises
while rented to you or temporarily occupied by, you with permission of the owner
Is not an 'insured oontracf.
SOL 02 001(12.201117 ed.) Includes copyrighted mmerw of Page 2 of 7
Ireur ame asnnces OMae. Inc., vdth its pemdsdon.
j (5) This coverage does not apply N Damage To Prerrises RTo You of COVERAGE
A is excluded •either by the provisions of the Coverage Part or by endorsement.
3. BROAD FORM PERSONAL AND ADVERTISING INJURY .
(1) Under SECTION 1—COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, the
Cortbraegral Liability exclusion Is deleted.
(2) Under SECTION V-OEFINITIONS the following paragraph is added to -the definition of.
Versonat and advertising Injury`.
IL Vicarious liability for discrimination or humiliation (unless. Insurance thereof is
prohibited by law) that results in injury to the feelings or reputation of a natural
person, but only'if such discrimination or humiliation Is:
(1) Not done Intention* by or at the direction of:
a The insured;
b. Any' ootitive offloW, director, stockholder, partner, spouse of a partner,
member, spouse of a mernbar, manor or trustee of the insured; and
(2) Not related directly or Indirectly to an 'employee" or to the employment,
prospective employment or termination of any person by an insured.
Provision $, above does not apply if COVERAGE B —PERSONAL AND ADVERTISING INJURY
LIABILITYis excluded either by the provisions of the Coverage Pat or by endorsement.
4. MEDICAL PAYMENTS — INCREASED LIMITS
A Under SECTION I - COVERAGE C. MEDICAL, PAYMENTS, Item 1. a (3) (b) is replaced by
the following:
(b) The expenses we incurred and reported to us within three years of the dale of the
accident; and
B. Under SECTION III —LIMITS OF INSURANCE paragraph 7 is replaced by the fcllowing:
7. Subject to Paragraph S above, the higher of:
a $A000; or
b.. The amount shown in the Declarations for Medical Expense Limit
is the most we will pay under Coverage C for all medical expenses because of `bodily Injury'
sustained by any one person.
This coverage does not apply A Coverage C —Medical Payments is excluded either by the
provisions of the Coverage Pat or by endorsement.
S SUPPLEMENTARY PAYMENTS INCREASED LIMITS
Under SUPPLEMENTARY PAYMENTS -COVERAGES A AND B, paragraphs 1.11b. and 1.d. are
replaced by the following:
b. Up to $Z 00D for costs of bail bonds required because of accidents or traffic law
violations arising out of the'use of any vehicle to which the Bodily Injury Liability
Coverage applies. we do not haveto furnish than bonds.
d. AN reasonable expenses incurred by the insured at our raquest.to assist us in the
investigation or defense of the claim or'tiui", including actual loss of earnings up to
$400 a day because of time off from.work.
fl, BROADENED INSURED COVERAGE
SGL 02 001(120007 ad.) Mudes copyrighwd maurial or Page 3 Of 7
Insurance Swvloes bRice, Inc.. Mnh Its Permlafon.
Under SECTION II —WHO IS AN INSURED the fall
SOMPO ovnng changes are made:
JAPAN A. BROAD NAMED INSURED
The following is added as the last paragraph under hem 1:
Any bgally incorporated entity of which you own more then 50% of the voting stock on the
effective date of this coverage part is an Insured.
B. FELLOW EMPLOYEE COVERAGE
Paragraph 2.s.(1)(a) Is replaced by the following:
(a) To you, to your partners or members (if you are a partnership or joint venture), to your
members (If you are a limited liability company). to a co=tiamployse" while in the course
of his or her employment or psrfomltng duties related to the conduct of.your business,
or to your other 'volunteer workers" while performing duties related to she conduct of
your business;
At the ,insured's option, this exclusion does not apply to any 'tunployee"of yours holding a
an magerial or supervisory position.
C. INCIDENTAL MEDICAL MALPRACTICE COVERAGE
The following is added to item 2s.(1►(d):
However, this exclusion does not apply to the rendering or failure to render by an'bmployee"
of yours, medical, paramedical, dental, x-ray or nursing service or treatment or the furnishing
Of food or beverages in connection therewith: or the furnishing or dispensing of drugs or
medical or dental supplies, as long as you are not In the business or occupation of providing
these services.
This extension of coverage does not apply to punitive or exemplary damages, if coverage of
such Is permitted by statute or case law.
This extension of coverage Is excess over minimum limits of Professional Liability insurance
for such services of at least sl,000.000 Per Incident and $2,000,000 Annual Aggregate. If
there is no underlying Professional liability insurance coverage as described, this provision
does not provide any coverage.
D. NEWLY ACOUFAD ORGANIZATIONS
Paragraph la. Is replaced by the following:
a. Coverage under this provision is afforded only until the 1e01h day after you acquire
or form the organization, or the and of the policy period, whichever Is earlier;
E. MANAGERS OR LESSORS OF PREMISES
Managers or lessons of yours are insured but only with respect to lability arising out of the
ownership, maintenance or use of that part or the premises based to you and shown in the
Schedule. This insurance does not apply to:
1. Any'bccurrence' which takes place after you cease to be a tenant in that premises.
2. Structural alterations, now construction or demolition operations performed.by or on
behalf of the manager or lessor added by'this provision.
F. LESSORS OF LEASED EQUIPMENT
Any person or organization from whom you lease equipment is an insured, but only:
SOL 02 001(12*1107 ad.) Indudee copynghad material of Page 4 of 7
Insurance Servless 016ae. Inc., vAlh b peftsaon.
e
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a When you and such parson or organtrMon have agreed In writing in a contract or
agreement that such person or organisation be added as an additional insured on
your policy; and
b. Vttth respect to Willy 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 organizat on(s).
With respect to the insurance afforded to these additional Insureds, this insurance dose not
apply to any occurrence" which taken piece after the equipment lease expires.
G. USERS OF VWATERCRAFI
Any person, who with your consent, either uses or Is responsible for the use of a watercraft
is an insured, but only for their liability arising out of the use or operation of thatwatercraft
on your behalf.
H. VENDORS
If this policy provides Products Liability Coverage, any vendor you are required by a written
contract or written agreement to name as an additional insured is an insured, but only with
respect to "bodily Injury or "property damage" arising out of your products" which we
distributed or sold in the regular course of the vendor's business, subject to the following
addttionalexclusions:
The Insurance afforded the vendor does not apply to:
a 'Ford ily injury" or "property damage" fo which the vendor is obligated to pay damages
by reesori of the assumption of liability In a oontrw or agreement. This excluslon does
not apply to liability for damages that the vendor would have In the absence of the
contract or agreement;
b. Any erioross warranty unauthorized by you'
a Any physical or chemical change in the product made Intentionally by the vendor;
d. Repackaging. unless unpacked solely for the purpose or inspection, demonstration,
testing, or the substitution of parts under Insttuctions from the manufacturer, and then
repackaged in the origlnat container;
a Any failure to make such Inspections, adjustments, tests or servicing as the vendor has
agreed to make or normally undertakes to make In the usual course of business, in
connection with the distribution and sets of the products;
f. Demonstration. Instillation, servicing or repair operations, except such operations
performed at the vendo"s premises In connection with the sale of the products;
g. Products which, after distribution or sale by you, have been labeled or reeled or
used as a container, pert or ingredient of any other thing or substance by or for the
vendor; or
IL 'Bodily injury" or "property damage' arising out of the sots negligence of the vendor for
its own acts or omissions or those of its %Wloyeea" or anyone else acting on its behalf.
However, this exclusion does not apply to:
(1) The exceptions contained in subparagraphs d. or L; or
(2) Such inspections, adjustments, rests or servicing as the vendor has agreed to
nuke or nomlatly undertakes to make in the usual course of business, in
connection with the distribution or sale of the products.
This insurance does not apply to any insured person or organization, from whom you have
acquired such products, or any Ingredient, pat or container, entering into, accompanying or
containing such products:
I. ADDITIONAL INSUREDS —BY CONTRACT, At;jREEMENT OR PERMIT
Item 4Is added as follows:
SM 02 001 (12-M ad.) Includes eopydsh*d MON lal of Page $ of 7
Insurenco @swipes cake. W_ vAth Its pern*slon.
SOMPO
JAPAN
4. Any person or organization not otherwise identified as an insured in this coverage or
by endorsement to this coverage that you are required by written conVact, written
egreernent or written pearl► to name as an Ensured is an Insured but only with respect
to bodily injury', 'Property damage" or'personat and advertising injury' caused -in
whole or in part by:
1. Your acts or omissions: or
I The acts or omissions of those acting on your behalf;
in the performance of your work" for the additional insured(s) at the locellon(s)
designated in the written contract, written agreement or written permit or in connection
with your premises owned by or rented to you_
With respect to the insurance afforded to these additional insureds; the following
add itional exclusions apply:
This Insurance does not apply:
a Unless the written contract or written agreement has been executed or the written
permit has been issued prior to the bodily injury", 'Property damage" or *personal
and advertising injury';
b. To °bodily injur, *property damage" or *personal and advertising Injury" occurring
after: (1) The termination dale of any uirement to add additional insureds In any
such contract, agreement or pemnit; or(2)Theend of this policy period, whichever
comes first: or
a To the rendering or failure to render any professional service, .
The insurance provided under item I. above appffes on a primary basis without contribution
from the additional Insured's insurance coverage, if any, If that is required by the written
contact, written agreement or written permit. Coverage under this provision is limited to the
rrdnimum limits of liability stipulated in that written contract, written agmement or written permit
of the amount of lose not to exceed the Limit of Liability shown in the Declarations. whichever is
less.
7. ROBLE EQUIPMENT REDEFINED
Under SECTION v-DEFINRIONs, paragraph L of the definition of 'Moble equipment" Is
replaced by the following:
i Vehicles not described in a, b., c. or d. above maintained prknmiy for purposes other than
the transportation of persons or cargo.
However, self-propelled vehicles with the following types of permanently attached equipment
are not timobile equipment" but will be considered %utoe, unless weighing less than 10,000
pounds gross vehicle weight and designed for use off public roads:
(I) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance; but not construction or resurfacing: or
(c) Street elesning;
(2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to
raise or lower workers: and
(3) Air compressors; pumps and generators, Including, spraying, welding, building
cleaning, geophysical expioration, holding and well servicing equipment.
However, 'Snoblls equipment" does not include any land vehicles that are subject to a
compulsory or financial responsibility low or other motor vehicle insurance law in the stale where
it is licensed or principally garaged. hand vehicles subject to a compulsory or financial
responsibility law or other motor vehicle Insurance law are considered "autos".
SOL 02001(124007 ed.) fidudes o*ynahed ff&Mrfal of page a of 7
Insurano ShMeas Me, Inc., rim 14 parrnlsslom
�L KNOIIU"EDGE AND NOTICE OF OCCURRENCE
OMPOI Under SECTION IV —COMMERCIAL. GENERAL. UABILIIY CONDITIONS paragraphs 9. and t
are added to the Duda In The Event of Ocarrierws, Offanse, Claim or Suit condition as follows:
e. Your rights afforded under this policy will not be prejudiced If you fail to give us.notice of an
occurrence". offense or claim, solely due.to your' reasonable and documented belief that
the "bodily Injury', "property damage" or 'persons! and advertising injury" Is not covered
under this. poky.
I. Youmust give us prompt notice of an "occurrence", offense, dabs or loss only when the
"oocurrenas' offense, claim or loss is known to:
(1) You, If you are an Individuate
(2) A partner, t you surf a partnership;
(3) An 18ascutive offioer"or director, If you are a corporation;
(4) A member. If you are a limited liability company;
(IS A trustee, if you are a trust; or
(by An %mployee' designated by you to give us such a notice.
& UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
Under SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS the following is added
to Bra Representations condition;
We will not disclaim coverage under this Coverage Part t you fad to disclose all hazards existing
as of the inception date of the policy, provided such failure is not intentional. However, we
reserve the right to charge additional premium for any such hazard.
10. WAIVER OF SUBROGATION
Under SECTION IV —COMMERCIAL. GENERAL LIABILITY CONDITIONS the following is
added to the Transfer of Rights of Recovery Against Others To Us oond Rion:
If the insured has waived those rights before loss, our rights are waived also.
11. BODILY INJURY REDEFINED
Under SECTION V—DEFINITIONS, the definition of "bodily Injury' is replaced by the following:
2. 'Bodily injury" means bodily Injury, mental anguish, mental injury; shock, fright, hurralfetion,
sickness or disease sustained by a person, including death resulting from any of these at
any time.
12. LIBERALIZATION
If we adopt a change in our forms or rules that would broaden the coverage of this policy
without additonal prernbhm the broader coverage will apply to this policy when the change
becomes effective in your state.
Thla andmemwsfarms a pall ct. ?.
PorkyNumbw: EnetaysDOW Insured:
COL40052AO 02-11-11 NORITSU AMERICA CORPORATION
SOL 02 001(12.2007 ad.) Indudescopyrighted msrerul of Page 7 of 7
Ineurnue 9srvlase OMoe, Inc.. wiN 118 pennlWon
Ia Edii Cammenas HEIp - ---
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+1lsoPbEUZ SECTOR
is
License File Changes • General information
Business control: F 109700 Last activity: Created. 03/06/13 by KBLONDELL
Business Name and address Mailing Address
ONORITSUAMERICACORPINTS
J-
OUTSIDE CITY LIMITS;;
!1A'OUINTA 'CA 92253 i.
_ —
License number. 14 00019516 —'—
.—_.___a __.._....,__
Application, issue, expiration: 02/27/2013 . E03/M6 013 03/31l2014
SON I �,
License status: .G ►( ACTIVE
Y Edc Classification: VEH pj VEHICLES
± Cancel Exemption: �J
CadedescnR- Comments: FITNESS EQUIPMENT SERVICE a REPAIR
Restrictions: -- -----
Appli[anUOd_.
Gross receipts: ..'.._....._._ 6.00
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