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Rogers, Anderson, Malody & Scott, LLP/Temp. Acct. Srvcs. 14PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and Rogers, Anderson, Malody & Scott, LLP ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to temporary assistance fulfilling the duties of the Accounting Manager on a temporary basis, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant 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, Consultant 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. Consultant 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. 1.4 Familiarity with Work. By executing this Agreement, Consultant 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 Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). Last revised 5-20-14 1 .5 Care of Work and Standard of Work. a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, 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 Consultant shall not relieve Consultant 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 Consultant. b. Standard of Work. Consultant acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("Additional Services") when directed to do so by the Contract Officer. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secure the Contract Manager's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time due, whether by way of compensation, restitution, quantum meruit, etc. for Additional Services provided without the appropriate authorization from the Contract Manager. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.2 of this Agreement. 1.7 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit "D" (the "Special Requirements"). 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. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "A" (the "Schedule of Last revised 5-20-14 Compensation") in a total amount not to exceed Twenty Eight Thousand Dollars ($28,000.00) (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 Consultant'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. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." 2.2 Compensation for Additional Services. Additional services approved in advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services," shall be paid for in an amount agreed to in writing by both City and Consultant in advance of the Additional Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for additional services must be approved by the La Quinta City Council. Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 2.3 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant 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 Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. City will pay Consultant 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. Last revised 5-20-14 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 Consultant, 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 governmental agency other than City, and unusually severe weather, if Consultant 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. Extensions to the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3.4 Term. Unless earlier terminated in accordance with Sections 8.7 or 8.8 of this Agreement, the term of this agreement shall commence on November 17, 2014 and terminate on March 30, 2015 (initial term). This agreement may be extended upon mutual agreement by both parties (extended term). 4.0 COORDINATION OF WORK 4.1 Representative of Consultant. The following principals of Consultant are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Mr. Terry Shea E-mail: tshea@ramscpa.net 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 Consultant and devoting sufficient time to personally supervise the services hereunder. Last revised 5-20-14 The foregoing principals may not be changed by Consultant 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 Rita Conrad; Finance Director or such other person as may be designated by the City Manager of City. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant 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, 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract 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. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant 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. Consultant 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. 4.5 City Cooperation. City shall provide Consultant with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Consultant only from or through action by City. 5.0 INSURANCE 5.1 Insurance. Prior to the beginning of and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for Last revised 5-20-14 losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the Commercial General Liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. The following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A -:VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Consultant shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a Last revised 5-20-14 provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without written notice to City of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. 5.2 Remedies. In addition to any other remedies City may have if Consultant 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 Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder until Consultant 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 Consultant'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 Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of work under this Agreement. 5.3 General Conditions pertaining to provisions of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. Last revised 5-20-14 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to City. Last revised 5-20-14 9. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 10. Consultant agrees not to self -insure or, to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 14. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. Last revised 5-20-14 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 20. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 21. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant 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. Last revised 5-20-14 6.0 INDEMNIFICATION. 6.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Consultant 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 Consultant. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for 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, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 6.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the Last revised 5-20-14 terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. a. Indemnity Provisions for Contracts Related to Construction. Without affecting the rights of City under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. b. Indemnification Provision for Design Professionals. 1. Applicability of Section 6.2(b). Notwithstanding Section 6.2(a) hereinabove, the following indemnification provision shall apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and City's agents, officers, officials, employees, representatives, and departments ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or indirectly employed by them or anyone that they control. 3. Design Professional Defined. As used in this Section 6.2(b), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. Last revised 5-20-14 7.0 RECORDS AND REPORTS. 7.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require. 7.2 Records. Consultant 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 Consultant, 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 Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Consultant shall cause all subcontractors to assign to City any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant 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 Consultant 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 Consultant 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 Consultant 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. Consultant 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. 8.0 ENFORCEMENT OF AGREEMENT. Last revised 5-20-14 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 Consultant 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 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 8.7. 8.3 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Consultant 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 Consultant 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 Consultant. 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. Last revised 5-20-14 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 Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant 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 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 Consultant. If termination is due to the failure of Consultant 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 Consultant 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 Consultant 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 Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant 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 Last revised 5-20-14 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. Consultant 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. Consultant 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. Consultant 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. 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: Frank Spevacek, City Manager 78-495 Calle Tampico La Quinta, California 92253 To Consultant: Rogers, Anderson, Malody & Scott, LLP ATTN: Mr. Terry Shea, Partner 735 E. Carnegie Drive, Suite 100 San Bernardino, CA 92408 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 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. 10.4 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 Last revised 5-20-14 which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 10.5 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA a California municipal corporation Digitally signed by Frank J. Spevacek DN: serialNurnber=q8x45h I 4dsg5g957, c=US, st=California, I=La Quinta, o=FrankJ. Spevacek, cn=FrankJ. Spevacek Date: 2014.12.11 16:50:54 -08'00' Frank J. Spevacek, City Manager Date ATTEST: Digitally signed by City of La Quinta DN: serial Nurnber=6frnhzhdhvfjz93cr, c=US, st=California, I=La Quinta, o=City of La Quinta, cn=City of La Quinta Date: 2014.12.11 17:26:20 -08'00' Susan Maysels, City Clerk William H. lhrke, City Attorney • A!!IggS, 4&%N!4S*�� aA4ohY 4- U77,- 44A By: Last revised 5-20-14 Name: ,` Title: Q 1 AIM Date: t,2 -11—IY revised 5-20-14 Exhibit A Scope of Services Attached hereto. Last revised 5-20-14 19 Scope of services / Proposed fee Scope of services We will provide the following services, temporary assistance fulfilling the duties of the Accounting Manager on a temporary basis: w Technical support and guidance toCity staff onaccounting issues. ° Preparing and reviewing journal enbiom. w Month end closing. ° Yearend entries/yearend audit. w Work with City staff ontechnical and accounting issues. * Keep the City's Finance Director up to date on issues and provide recommendations to the Finance Director mnneeded. Our proposed fee for the temporary Accounting Manager services would be $28,000 for 20weeks at approximately 20 hours per week for o total of 400 hours at $70 per hour, and would run from the week ofNovember 17.2014through the week ofMarch 8O'2015. This would include all costs including any travel costs associated with the contract. Included in this price is technical assistance and consultation with the Partners and other Staff ofthe Firm. Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is Twenty -Eight Thousand ($28,000) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount identified in Consultants Schedule of Compensation attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of the Agreement. Exhibit C Schedule of Performance Consultant shall complete all services identified in the Scope of Services, Exhibit "A" of this Agreement in accordance with the attached Project Schedule, attached hereto and incorporated herein by this reference. Last revised 5-20-14 21 Exhibit D Special Requirements None. Last revised 5-20-14 22 I 910 1 M i! 1 #1 *101 8 F-A Kel IYR H111111IN1111111- im -1 This Amendment No. 1 to Professional Services Agreement with ROGERS, ANDERSON, MALODY & SCOTT, LLP ("Amendment No. 1") is made and entered into as of the 1st day of July, 2015 ("Effective Date") by and between the CITY OF LA QUINTA ("City"), a California municipal corporation and Rogers, Anderson, Malody & Scott, LLP ("Consultant"). WHEREAS, on or about November 17, 2014, the City and Consultant entered into a Professional Services Agreement to provide Temporary Accounting Manager services for the City. The term of the Agreement expires on June 30, 2016; and WHEREAS, changes are indicated to the Contract Sum in the Professional Services Agreement; and WHEREAS, the City is utilizing Consultant for fulfilling the duties a t e Account Manager on a Temporary basis; NOW THEREFORE, in consideration of the mutual covenant herein contained, the parties agree as follows: Section 2.1 - Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "A" (the Schedule of Compensation") in a total amount of not to exceed Twenty Nine Thousand Five Hundred ($29,500.00) (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 Consultant'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, jjajj ioj, ej jp%g, jjlQo1jjjj M., i ittilp sts and exQenses when and .1 cj compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." 2. Section 3.4 is amended to read as follows: Section 3 ' 4 - Term. Unless earlier terminated in accordance with Sections 8.7 or 8.8 of this Agreement, this Agreement shalt commence on November 17, 2014 and terminate on June 30, 2016. (amended term). This Agreement may be extended for an additional one-year mutual agreement by both parties (extended term). 11 1 rl � 11 111 111 1 12rili iirr i : :ni � 11 � raw 0 am R In all other respects, the Original Agreement shall remain in effeco 0 1 9 0 6 —Me i, ILTIM00 Iwo CITY OF LA QUINTA a California municipal corporation Digitally signed by Frank J. Spevacek DN: serialNurnber=1 n615nh01202cvmj, c=US, st=California, I=La Quinta, o=Frank J. Spevacek, cn=Frank J. Spevacek Date: 2015.08.14 08:33:05 -07'00' Dated: Frank J. Spevacek, City Manager EVE= Digitally signed by City of La Quinta DIN: seriaINumber=6frnhzhdhvfjz93cr, c=US, st=California, I=La Quinta, o=City of La Quinta, cn=City of La Quinta Date: 2015.08.14 09:29:25 -07'00' Susan Maysels, City Clerk US] 816117,11 IN CONSULTANT: gimenm i, A6oemovAftl By: CITY OF LA QUINTA PROPOSAL FOR TEMPORARY ACCOUNTING MANAGER SERVICES Scope of services / Proposed fee We will provide the following services, temporary assistance fulfilling the duties of the Accountir7- Manager on a temporary basis: I • Technical support and guidance to City staff on accounting issues. • Preparing and reviewing journal entries. • Month end closing. • Yearend entries/yearend audit. • Work with City staff on technical and accounting issues. • Keep the City's Finance Director up to date on issues and provide recommendations to the Finance Director as needed. Our proposed fee for the temporary Accounting Manager services would be $29i5OO for a total of 400 hours at $70 per hour, and would run from July 1, 2015 through June 30, 2016. This would include all costs including any travel costs associated with the contract. Included in this price is technical assistance and consultation with the Partners and other Staff of the Firm. 53 WINN= With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is Twenty Nine Thousand Five Hundred ($29,500.00) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount idented in Consultants Schedule of Compensation attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of the Agreement. Exhibit C Schedule of Performance Consultant shall complete all services identified in the Scope of Services, Exhibit this Agreement no later than June 30, 2016 in accordance with the attached Project Schedule, attached hereto and incorporated herein by this reference. Exhibit D Special Requirements �11111111MII ROGEAND-01 LWEST ,d►CORl7" CERTIFICATE OF LIABILITY INSURANCE �►---� ATE(M 7/20/201YYY) P2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Orion Business Insurance and Risk Management Services, Inc. 1250 Corona Pointe, Suite 302 Corona, CA 92879 CONTACT NAME: PHONE (g51) 281-5353 �c No : (951) 737-5083 A/C No Ext E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: West American Ins Co 44393 INSURED INSURER B: Ohio Security (nsuranc Co. 24082 Rogers, Anderson, Malody & Scott LLP INSURER C : American Fire & Casualty Co. 24066 735 E. Carnegie Drive Suite 100 San Bernardino, CA 92408 INSURER D : Republic Underwriters Ins Co 24538 INSURER E: Navigators INSURER F : COVERAGES CERTIFICATE NUMBER: 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. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 1XI OCCUR BKW56298023 01/01/2015 01/01/2016 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ SOO,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑ PRO - POLICY ❑ LOC OTHER: GENERAL AGGREGATE $ 2,000,000 X PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X X NON -OWNED HIRED AUTOS AUTOS BAS(16)56298023 01/01/2015 01/01/2016 COMBINED SINGLE LIMIT Ea accident $ 1,000 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ C UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE ESA(16)56298023 01/01/2015 01/01/2016 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 DED X RETENTION $ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YI_N OFFICER/MEMBER EXCLUDED? � I (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A ATWO06078-00 01/01/2015 01/01/2016 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 E Prof. Liability LA15APL0A6F18NV 01/01/2015 01/01/2016 $4MIL Per Claim; $4M DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City Of La Quinta and its officers and employees as additional insured are named as additional insured as respects general liability per attached form. Insurance is primary per attached policy form. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of La Quinta Attention: Frank Spevacek- City Manager THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 78-495 Calle Tampico La Quinta, CA 92253 AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIO CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organixation(s): City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Location(s) Of Covered Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section It - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily in- jury", "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 ongoing operatons for the additional insured(s) at the location(s) designated above. However: 1_ The insurance afforded to such additional insured only applies to the extent permit- ted by law; and 2. If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance afforded to such additional insured will not be broader than. that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following addi- tional exclusions apply: This insurance does not apply to "bodily in- jury" or" property damage" occurring after. 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than ser- vice, maintenance or repairs) to be per- formed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or or- ganization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 04 13 o Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 9. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the ap- plicable Limits of Insurance shown in the Dec- larations. Page 2 of 2 o Insurance Services Office, Inc., 2012 CG20100413 COMMERCIAL GENERAL LIABILITY CG88100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT r NON -OWNED AIRCRAFT NON -OWNED WATERCRAFT PROPERTY DAMAGE LIABILITY -ELEVATORS EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) MEDICAL PAYMENTS EXTENSION EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B " ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURER EXTENSION ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORSIMALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 8 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 0 LIBERALIZATION CLAUSE BODILY INJURY REDEFINED EXTENDED PROPERTY DAMAGE WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU O 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. IVIT0.4 2 2 2 2 3 3 3 5 6 6 7 7 7 7 7 8 8 Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON -OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON -OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1, Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability_ a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. 0 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. 2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises s that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "Insured contract". E. MEDICAL PAYMENTS EXTENSION n If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of ball 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. a 2. Paragraph 1.d. is replaced by the following: ° d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section 11 - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury" "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or O 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury" "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) insurance applies to premises you own, rent, or control but only with respect to the following hazards. (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. a With respects to Paragraph 1.c. above, this insurance does not apply to any 'occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. O 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of insurance Services Office, Inc., with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. 'Bodily injury" "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. N This exclusion applies even if the claims against an pp g y insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. 8 d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. N This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. O 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, inc., with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Famed Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties in The Event Of Occurrence, Offense, Claire or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2- The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less_ These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS 1 MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section 11 - Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (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 employ- ment 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; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and O 2013 iwiberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury" or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II - Who is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in �. which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. .. 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 or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: N Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section 11 - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". 0 a N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V - Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 A P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. O 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted rnateria3 of Insurance Services Office, Inc., with its permission. Page 8 of 8 Date Initial Filing STATEMENT OF ECONOMIC INTERESTS Received Official Use Only COVER PAGE Please type or print in ink. NAME OF FILER (LAST) IFIRSt) (MIDDLE) Shea Terry P. 1. Office, Agency, or Court Agency Name (Do not use acronyms) -City of La Quinta Division, Board, Department, District, if applicable Your Position Accountant .. . . ....... ► If filing for multiple positions, list below or on an attachment, (Do not use acronyms) Agency: Position: — ---------- 2. Jurisdiction of Office (Check at least one box) R State ❑ Judge or Court Commissioner (Statewide Jurisdiction) ❑ Multi -County F1 County of ....... City of La Quinta a.Other 3. Type of Statement (Check at least one box) [Z Annual: The period covered is January 1, 2014, through El Leaving Office: Date Left December 31, 2014. (Check one) .or- The period covered is through 0 The period covered is January 1, 2014, through the date of December 31, 2014. leaving office. E] Assuming Office: Date assumed 0 The period covered isU.:utt.through the date of leaving office. ❑ Candidate: Election year _------_., and office sought, if different than Part 1° 4. Schedule Summary Check applicable schedules or "None." oo. Total number of pages including this cover page: I 0 Schedule A-1 - Investments — schedule attached E] Schedule C - Income, Loans, & Business Positions — schedule attached El Schedule A-2 - Investments — schedule attached 0 Schedule D - Income — Gifts — schedule attached 0 Schedule B - Real Property — schedule attached F1 Schedule E - Income — Gifts — Travel Payments — schedule attached .or - None - No reportable interests on any schedule ;N�� MAILING ADDRESS STREET CITY- STATE ZIP CODE (Business or Agency Address Recommended - Public Document) 735 E Carnegie Drive, Suite 100 San Bernardino CA 92408 _67AifivFETELEPHONE Wilk-K-R E-MAIL ADDRESS 909 ) 889-0871 tshea@ramscpa.net I have used all reasonable diligence in preparing this statement. I have reviewed this statement and to the best of my knowledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a public document. I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Date Signed 07/20/2015 (month, day, year) -------- - -- - Signature originally signed statement YWIh your riling official.) FPPC Form 700 (2014/2015) FPPC Advice Email: advice@fppc.ca.gov FPPC Toll -Free Helpline: 866/275-3772 www,fppc.ca.gov TO: Frank J. Spevacek, City Manager FROM: Rita Conrad, Finance Director il)�/ DATE: July 20, 2015 RE: Rogers, Anderson, Malody & Scott LLP 6 0 # 0 Ill two #N-1 Please sign the attached agreement(s) and return it to the City Clerk for processirf"10 and distribution. I Requesting department shall check and attach the items below as appropriate: — Contract payments will be charged to account number: X A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or reportable interests A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 1701(21. Authority to execute this agreement is based upon: Approved by the City Council on (date) X City Manager's signature authority provided under Resolution No. 2005-095 Public Works projects for $30,000 or less. Service agreements for $30,000 or less. City Manager's signature authority provided under Contract Change Order Policy Contracts under $100,000= 10% max, contracts over $100,000= $25,000 max The following required documents are attached to the agreement: X Insurance certificates as required by the agreement (initialed by Risk Manager on ok TLD 7-23-15 date) X City of La Quinta Business License (Business License #101556, expiration date: 1 1130115) TO: Frank J. Spevacel� - ® Rita Conrad, Finance Directo DATE: Novei:nhinr 'in 90] 5 2/4/20:1 11 � . — — - -1 - - - ® Rogers, Anderson, Malody & Scott LLP Attached fryour signature is the Contract Amendment O. 2 with two (2) original Amendments for Rogers, Anderson, Melody & Scott LLP. Please sign the attached agreement(s) and return it to the City Clerk for processing and distribution. Requesting department shall check and attach the items below as appropriate: — Contract payments will be charged to account number: —X A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with -X_ no reportable interests in LQ or _ reportable interests A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: Approved by the City Council on (date) City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less — Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached to the agreement: X Insurance certificates as required by the agreement (initialed by Risk Manager on 2/4/2016 date) Performance bonds as required by the agreement (originals) —X- City of La Quinta Business License #101556, expiration date: 11/30116. Purchase Order number This contract amendment authorizes additional contract funding r carried y rFiscal / , in the amount of $10,000continue t provide the Financer ith a Temporary Accountingt Services through, Previous Contract_$29,500.00 Added to this , Revised Contract Total $39,500.00 FAFi an6viankas F4es\C0N RACTS\Roge Anderson, MaWw & ScoU, LLP'1Amendnim No. Mover Memo for CM SigngWre 2W a.doc AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT WITH ROGERS, ANDERSON, MALODYL This Amendment No. 2 to Professional Services Agreement with ROGERS, ANDERSON, MALODY & SCOTT, LL ("Amendment No. ") is made and entered into as of the 24th day of November, 2015 ("Effective Date" by and between the CITY OF LA Lll TA ("City"), a California municipal corporation and Rogers, Anderson, Malody Scoff, LLP ("Consultant"). RECITALS WHEREAS, , on or about November 17, 2014, the City and Consultant entered into a Professional Services Agreement to provide Temporary Accounting Manager services for the City. WHEREAS, on or about July 1, 2015 the City and Consultant entered into an Amendment Services Agreement No. 1 to provide Temporary Accounting Manager services for the City. The terra of the Agreement expires on June 0, 01 ; and WHEREAS, changes are indicated to the Contract Sum in the Professional Services Agreement; and WHEREAS, the City is utilizing Consultant for fulfilling the duties of the Account Manager on a Temporary basis; NOW THEREFORE, in consideration of the mutual covenant herein contained the parties agree as follows; AMENDMENT In consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows; 1. Section 2.1 is amended to read as follows: ,section 2.1 - Contract Sum: For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit `°A" (the Schedule ofCompensation") in a total amount of not to exceed Thirty Nine Thousand Five a re (the "Contract Sum"), except as prodded in Section 1. . The method of compensation set forth in the Schedule of Compensation may include a lump sure payment upon completion,; payment in accordance with the percentage of completion of the services payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contract Burn, 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. Regardless of the method of compensation set forth in the Schedule :.of Compensation, Consultant's overall compensation shall not exceed the ea-5-'rl Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." In all other respects, the Original Agreement and Amendment No. 1 shall remain in effect. IN WITNESS VVHfER8OF, the C4 and Consultant have executed this Amendment No, 2 to the Professional Services A&MUM-ANUff- forth below Digitally signed by Frank J. Spevacek DN: serial Nurnber=1 n615nh0I 202cvmj, c=US, st=California, I=La Quinta, o=Frank J. Spevacek, cn=FrankJ. Spevacek Date: 2016,02,17 15:02:27 -08'00' Dated: Frank J. Spevacek, City Manager ofiffand Digitally signed by Susan Maysels DN: serialNumber=j4r7lllg1 ppsi-45f, c=US, st=California, I=La Quinta, o=Susan Maysels, cn=Susan Maysels Date: 2016.02.18 08:15:55 -0&00' Susan Maysels, City Clerk William H. lhrke, City Attorney CONgULTANT. By:_ Name: A Title- tV,4A I-AICIZ A! � CERTIFICATE LIABILITY INSURANCE D_ •• 1 :. CERTIFICATETHIS -, OF • - • ONLY r CONFERS NO RIGHTS UPON THE CERTIFICATE • • DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.CERTIFICATE - OF •= DOES NOT• ♦ - AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:• rr tINSURED, the i. endorsed. If SUBROGATIONWAIVED, 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 PRODUCERCONTACT Orion Business Insurance and Risk Management Services, Inc. Corona, PHONE FAX ADDRESS: INSURER(S) AFFORDING COVERAGE INSURER A: Sentinel Insurance Company INSURER B: Republic Underwriters Ins Co, Rogers, Anderson, Malody & Scott LLP INSURER C: Navigators CarnegieINSURED 735 E. r Suite I£ ■ San Bernardino, CA 92408 COVERAGES REVISION THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. iNSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ® OCCUR 72SBAAR7403 01/01/2016 01/01/2017 EACH OCCURRENCE $ 1,000,000' DAMAGES ( RENTED PREMISES Ea occurrence $ 1,000,000''.. MED EXP (Any one person) $ 10,000'' PERSONAL & ADV INJURY $ 1,000,000'' GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PE � LOC OTHER: GENERAL AGGREGATE $ 2,000,000. X PRODUCTS - COMP/OP AGG $ 2,000,000'' $ ''.. A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X X NON -OWNED HIRED AUTOS AUTOS 72SBAAR7403 01/01/2016 01/01/2017 (CEO MacBcidentSINED INGLE LIMIT $ 1,000,000''. BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ A UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 72SBAAR7403 01/01/2016 01/01/2017 EACH OCCURRENCE $ 3,000,000''.. X AGGREGATE $ 3,000,000''.. DED X RETENTION $ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBER EXCLUDED? _I (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N i A AT O06078-01 01/01/2016 01/01/2017 X PER OTH- STATUTE ER '.. E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000''.. E.L. DISEASE - POLICY LIMIT $ 1,000,000'' C Errors & Omissions LA16APLOBCA38NV 01/01/2016 01/01/2017 See Description DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) '... Professional Liability $4,000,000 Per Claim;$4,000,000 Aggregate; $35,000 Per claim Deductible City Of La Quinta and its officers and employees as additional insured are named as additional insured as respects general liability per attached form. Insurance is primary per attached policy form. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Of La Quinta Attention: Frank Spevacek- City Manager Gity ity95 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Calle Tampico La Quinta, CA 92253 AUTHORIZED REPRESENTATIVE I [r7il ,7 rj+��71Ti C 1�1�] l■.1'l�[R•1� t. .� . 0 6 r: - • - art .F1+f _>[A•7 •l�r POL(CY NUMBER: 72 SEA AR74.03 THIS SE E T CHANGES THE POLICY. PLEASE READIT CAREFULLY. ADDITIONAL INSURED OWNER, LESSEES OR CONTRACTOR CITY OF T AQUINTA 78-495 CALLE TAMPICO LA-QUINTA CA 92253 Form`IH 12 00 11 80 T SEQ, NO. 002 Printed in U.S.A. Page 001 Process mate: 12/30/15 Expiration Date: 01/01/17 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage, Read the entire policy carefulfy to determine rights, duties and what is and is not covered, Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words .we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C, - Who is An #nsured, Other words and phrases that appear in quotation marks have special meaning. Refer to Section G, - Liability And Medical Expenses Definitions. A.COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL occurrence" that takes piece in the AND ADVERTISING INJURY) coverage territory": Insuring Agreement (b) The "bodily injury" or "property a. We will pay those sums that the insured damage" occurs during the policy period; and becomes legally obligated to pay as "bodily (c) Prior to the policy period, no insured damages because of injury", "property "personal listed under Paragraph 1. of Section damage" or and C. — Who Is An Insured and no advertising injury" to which this insurance ""employees" authorized by you to give applies. We wilt have the right and duty to "occurrence" defend the insured against any "suiV or receive notice of an seeking those damages. However, we will or clairn, knew that the "bodily injury" "propefty have no duty to defend the insured against or damage" had occurred, any "suit" seeking damages for ""bodily in whole or in part. If such a listed injuryl% "property damage" or "personal and insured or authorized "employee" advertising injury" to which this insurance knew, prior to the policy period, that does not apply, the "bodily injury" or "property damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption °"occurrence" or offense and settle any claim of such "bodily injury" or "property or "suit" that may result. But: damage" during or after the poticy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only it the offense was we have used up the applicable limit of committed In the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to'which c. "Bodily injury" or "property damage" will be this insurance applies,. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension - Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an "occurrence" or claim, (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily damage" only if: injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page I of 24 @ 2005, The Hartford BUSINESS LIABILITY COVERAGE pl () Deceives a written or verbal demand or d, We will rake these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage; or applicable limit of insurance. We will pay ) Becomes aware by any other means that reasonable expenses for; 'bodily injury" or "property damage"a has (1) First aid administered at the time of an occurred or has begun to occur: accident; d. Damages because of "bodily injury" ;include= t Necessary medical, surgical, x-ray and damages chimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting of any time from the "bodily 3 Necessarym4IancW, ambulance,hospital, iWjPjk pryy{y^5 RKgpyand pyePal ex Incidental Medical Malpractice ractice services. (1) `Bodily injury" ansing out of the 3. COVERAGE EXTENSION 9. rendering of or failure to render SUPPLEMENTARY PAYMEN,rs professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency we investigate or settle, or any °"suit"' medical technician or paramedic shall against against an insured e defend: be deemed to be carried by an "occurrence", but only if: () All expenses we incur. (a) The physician, dentist, nursed ) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is 'employed by you to law violations arising out of the use of provide such services„ and any vehicle to which Business Liability t you are not engaged in the Coverage for "bodily injury" applies. We business or occupation of providing do not have to furnish these bonds. such serrices. The cost of appeal bonds or bonds to For the purpose of determining the release attachments, but only for bond limits of insurance for incidental medical amounts amounts within the applicable limit of malpractice any act or omission e do not have to furnish together with all related acts or these bonds; omissions in the furnishing of these () All reasonable expenses incurred by the services to any one persons Wit be insured at our request to assist us in the considered one "occurrence" investigation or defense of the claim or 2. MEDICAL R "suit", including actual' loss of earnings up to gflu a clay because of time off Insuring Agreement ent from work. a. We will pay medical expenses as described () Ail costs taxed against the insuredin below for "bodily injury" caused by are the "suit". accident () Prejudgment interest awarded against () On premises you own or rent; the insured on that part of the judgment () On ways next to premises you own or we pay, if we make an offer to pay the rent; or applicable limit of insurance, we will not () Because of your operations, pay any prejudgment interest based on that period of time after the offer, provided that: (7) All interest on the full amount of any j) the accident takes place in the judgment that accrues after entry of the "coverage territory"at7d dunrl the gg judgment and before we have paid, policy period; offered to pay, or deposited in court the ) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance, the accident„ and Any amounts paint under (1) through 7) ( The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Rage 2 of 24 Form00 BUSINESS LIABILITY COVERAGE FORM bs If we defend an insured against a 'suit" o long as the above conditions are met, and an indernnitee of the insured is also attorneys" fees incurred by us in the named as a party to the °"suit's e wiH defense of that indernnitee, necessary defend that indernnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred () The ,"suit°" against the indernnitee by the indernnitee at our request will be seeks damages for which; the insured paid as Supplementary Payments. has assumed the liability of the notwithstanding the provisions of indernnitee in a contract or agreement Paragraph .b.(b) of Section that is an "insured contract"; Exclusions, such payments will not be () This insurance applies to such liability deemed to be darnages for "bodily assumed by the €nsured,. Injury" and "property damage" and will 'ry h bl y. t g f t iie BJN€wijr€ 4i� eiend, r th �`t $�8 not reduce the: Urnits of Insurances:... the defense of, that indernnitee, ties Our obligation to defend an insured's also been assumed by the insured in indernnitee and to pay for attorneys" fees the same "insured contract", and necessary litigation expenses as $ The allegations d) The 1 i-el lieat�4tY tl�4'4 €G N the ;t�A3tp" n�.2 the e o n the d he Supplementary Payments ends when. information we know about the () We have used up the applicable limit ""occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements" or of the insured and the interest of the () The conditions set forth above, or the indernnitee, terms of the agreement described in () The indenmitee and the insured ask paragraph () above, are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indernnitee against such "suit" `t Applicable To Business Liability Coverage and agree that we can assign the same counsel to defendthe insured This insurance does not apply to; and the indernnitee: and as Expected Or Intended Injury () The indernnitee. () "Bodily injury" or "propertyi damage" (a) Agrees in writing to: expected or intended from the (r) Cooperate with us in the standpoint of the insureds This investigation, settlement or exclusion does not apply to "bodily defense of the"suit": injury" or "property damage" resulting _ from the use of reasonable force to (ra) immediately send us copies of protect persons or property, or any demands,, notices, summonses or legal () "Personal and advertising injury" arising papers receivedin connection withdirection out of an offense committed by, at the of or ,nrith the consent or acquiescence of the insured with the (apt) Notify any rather insurer whose expectation of inflicting "personal and coverage is avaifabie to the advertising injuryr" indemniteea and b, Contractual L.1ability (iv) Cooperate with us with 1 "Bodily injury" or "propertydarns e" or ( J r`" damage"; respect to coordinating other applicable insurance available () "Personal and advertising injury" to the indernnitee;;and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to; liability in a contract or agreement; (f) Obtain records and rather This exclusion does not apply to liability information related to the for damages because of; "suit,"M and (a) "Bodily injury" "property damage" ,or (tt) Conduct and control the "personal and advertising injury" that defense of the indernnitee in the insured would have in the such "suit". absence of the contract or agreement', or Form SS 00 08 04 05page 3 of 24 BUSINESS LIABILITY COVERAGE FORM jb ; ,"Bodily "injuury" or "property damage' assumed in a contrast or agreement that is an insured contract",_ provided the "bodily injury" or ,,property damage" occurs subsequent to lea execution of the contract or agreement. Solely for the purpose of liability assumed in an "insuredcontract', reasonable attorneys" fees and necessary fifigation expenses incurred by or for a party other than an insurers are deemed to be damages because of ",bodily injury" or "property damage" provided: i Liability to such party for; or for the coast of, that pt fty's defense has also been assumed in the same "insured contract", and 11) Such attorneys' fees and iifigation expenses are for defense of that party against a civil or alternative dispute' resolution proceeding in which damages to whichrr this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "propertydamage" for which any insured may be held liable by reason of. j1 Causing or contributing to the intoxication of any person, jj The furnishing of alcoholic: beverages to a person under the legal dunking age or render the influence of alcohol; or j Any statute, ordinance or regulation relating to the sale; gift, distribution or use of alcoholic beverages, This exclusion applies only if you are in the business of manufacturing, distributing, selling serving or furnishing alcoholic beverages. dK Workers' Compensation And Similar Lawn Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or _ any similar lawn: e.Employer's Liability "Bodily injury" to. t n "employee" of the insured arising out of and in the course of; (a) Employment by the insured; or Page 4 of 24 (b) Performing duties related to the conduct of the insured's business, or jj The spouse, child, parent,; brother or sister of that "employee" as consequence of tj above. This exclusion applies: ttj Whether the insured may be liable as an employer or in any other capacity, and j j To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion dotes not apply to liability assumed by the insured render an "insured contract . Pollution (1 "Bodily injury" "property damage, or. "personal and advertising injury", arising out of the actual, alleged or threatened discharge, dispersal seepage, migration, release or escape of "pollutants": a t or from any premises, site or location which is or was at any time owned or occupied by, or recited or loaned to any insured. However, this subparagraph dares not apply to: tlj "Bodily injury" if sustained within a building and caused b smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests, (H) "Bodily injury" or� "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location n has been added to your policy as an additional insured with aspect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured', or Form SS 00 08 0405 (lit) "Bodily injury" or "property damage" arising out of heat,; smoke or fumes from "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage„ disposal, processing or treatment of waste, (c) Which are or: were at any time transported, handled, stored; treated, disposed of, or processed as waste by or for: ij Any insured; or ii Any person or organization for whom you may be legally responsible-, fdj At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to :the premises, site or location in connection with such operations by such insured„ contractor or subcontractor; However, this subparagraph does not apply to fit "Beadily injury" or "property damage" arising out of the escape of fuels, lubricants or cattier operating fluids which are needed to perform the norrna6 electrical,, hydraulic or mechanical functions necessary for the; operation of ',mobile equipment" or its parts, if such Freels, lubricants or other operating fluids escape from a vehicle port designed to hold, store or receive there. This exception does not apply if the "bodily injury" or "property damage"x `arises out of the intentional discharge" dispersal or release of the fuels, lubricants or other operating` fluids, or if such fuels, lubricants_ or other operating' fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such insured, contractor or subcontractor; fl "Bodily injury", or _ "property damage" sustained: within a building and caused by the release of gases„ fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor-, or iit "Bodily injury" or "properdy damages" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf ` are perfo ing operations if the operations are to test for, monitor, clean refs„ remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants": t Any loss, cost or expense arising out of any: (a) bequest, demand, order or statutory or regulatory requirement that any insured or others- test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or .assess the effects of, ""pollutantsP l or b) Claim or suit by or on behalf of a govemmentai authority for damages because of testing for, monitoring, cleaning up, removing, containing" treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of,, "pollutants". However, this paragraphs does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority, Page 5 of 24 BUSiNESS LIABILITYCOVERAGE FORM g6 Aircraft, Auto Or Watercraft ( The use of °"rmobiie equipment' in, or "Bodily injury" or "property damage" arising while in practice or preparation for, out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft„ "auto"demolition contest or in any stunting or watercraft curetted or operated by or rented activity, or loaned to any inspired, Use includes is War operation and "Ioading or unload€ngag "Bodily, injury", "property damage" o This exclusion applied even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising„ directly or indirectly, out of: other wrongdoing in the supervision, hiring; (1War, including undec8ared or civil warn employment, training or monitoring of of iers by that insured, if the '"occurrence,"" which Warlike e action by a military force, used the "bodily injur+,r"m or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attach„ by any government, any aircraft, "auto" or watercraft that is.sovereign or other: authority using tied or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection., rebellion, revolution This exclusion does not apply to, usurped power, or action taken by gwatercraft tiferLpti. while ashore oYpremises governmental authority rrityin hindering or defendingagainst any of thy: you yylin or PPen$$p ( watercraft you do not own that is, ° to Professional Services "Bodily injury" "property damage" or {a Cosa than g1 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charger any professional service. This includes ( barking an "auto" on, or on the ways but is not limited to next_ to, premises you own or rent, 1 Legal, accounting or advertising provided the "auto" is not owned by or Services, rented or loaned to you or the insured, () Preparing, approving, or failing to (°) Liab pity assumed under any "insured prepare or approve ,,saps, shop contract" for the ownership, drawings, opinions, reports;, surveys, maintenance or use of aircraft or field orders, orange orders, designs or watercraft; drawings and specifications, ( ",Bodily injury" or ;"property damage" () Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.( ) Medical, surgical, dental; x-rays or or f.() of the definition of "mobile nursing services treatment, advice or equipment"; ot instruction; () An aircraft that is; not owned by any, () Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction„ with a paid crew. However, this exception d not apply if the insured ( Anye ice, treatment, advice or any other for spit "bodily instruction for the purpose of injury" of, "propertydamage",whetherappearance or Slott ril'9aili�i'tleiYt, hair the other insurance is primary, excess, removal or replacement or personal contingent or ore any other basis. grooming', K Mobile Equipment () Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic tenses and Similar (1) The transportation of "mobile equipment', _ products or hearing aid devices, by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 080405 BUSINESS LIABILITY COVERAGE FORM Optometry or optometic services Paragraphs (1), and ) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation; _ fitting,dernonstration or premises, including the contents of such distribution :of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit Any:. of Insurance applies to Damage To a beady piercing knot including ear Premises Rented o You as described in piercing), Section D. - Limits Of Insurance. b Tattooing, including but not limited Paragraph ) of this exclusion does not "your to the insof pigments rota or apply if the premises are work,"' and apply the under he sh in, and the skin', nearer. occupied, rented or held for rental by you. c Similar services, Paragraphs 6 and of this exclusion do 10) Services in the practice of pha acy§ not apply to the use of elevators. and Paragraphs j, , (d) and 6) of this Computer consulting, design or exclusion do not apply to llability assumed programming services, including web under a sidetrack agreement. site design, Paragraphs ) and of this exclusion do Paragraphs () and 6 of this exclusion do not apply to "property damage" to not apply to the incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site, Paragraph I.e. in Section A. - Coverages. Paragraph 6 of this exclusion does not k. Damage To Property apply to "property damage' included in the "Property damage"' to. ,,products -completed operations hazard", Property you own, rent or occupy, I, Damage To Your Product including any costs or expenses "Property damager" to "your product" incurred by you or any rather person arising out of it or any part of it. organization or entity, for repair, r. Damage To Your Work replacement, enhancement restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products -completed operations hazard": damage to another"s property; This exclusion does not apply if the ( Premises you sell, give away or damaged work or the work out of which abandon, if the "property damage" arises the damage arises was perforeried on your out of any part of those premises;; behalf by a subcontractor`: ( Property loaned to you, m Damage To Impaired Property Or ( Personal property in the care, custody Property Not Physically Injured or control of the insured, "Property damage" to "impaired property" { That particular part of real property on or property that has not been physically which you or any contractors or inJuCeii, arising out of: subcontractors working directly or defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product' operations, if the "property damage" or "your work"] or arises out of those operations; or t A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to pe=rfDrm a that; must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms; incorrectly performed on it. This exclusion deeds not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 080405 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o, Recall Of Products, scts, or r Impaired Property Damages claimed for any loss„ cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection; repair, replacement, adjustment, removal or disposal of: (i) "Your product"; t "Your work"or ( "lm aired property'; if such product, work or property is withdrawn or recalled frorn the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, . Personal And Advertising Injury "Personal and advertising injury ('I) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity: ( ,rising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period, ( Arising out of a criminal act committed by or at the direction of the insured; Arising out of any breach of contract except an implied contract to use another's "advertising Idea" in your ",advertisement"; 15) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; tt Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity.. However, this exclusion does not apply to infringement, in your "advertisement", of a) Copyright (b) Slogan,; unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or 'age 8 of 24 (c) Title of any literary or artistic work; l j Arising out of an offense committed by an insured whose business is aj Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or c) An Internet search, access, content or service provider, However, this exclusion does not apply to paragraphs a., b, and c. under the definition of "personal and advertising injury" in Section G. _ Liability And Medical Expenses Definitions: For the purposes of this exclusion, placing an "adverti emenV' for or linking to other's on your web site, by itself„ is not considered the business of advertising, broadcasting, publishing or telecasting; ( rising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or rnetatags;, or any other similar tactics to mislead another's potential customers;_ (t) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act 1 Arising out of; a) An "advertisement" for others on your web site; jbj placing a link to a web site of others on your web site; jc Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics of images; or dj Computer code, software or programming used to enable; (i) Your web site: or h) The presentation or functionality of an "advertisement" or outer content on your web site, Form SS 00 0805 BUSINESS LIABILITY COVERAGE FORM Arising out of a violation of any anti- May be awarded or incurred by frost law', reason of any- claim or suit Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or; other or damage of any nature or kind to securities; or persons or property which would Arising out of discrimination or not not have occurred in whole or in committed by or at the but for the. trabeti� hazard";humiliation direction of any "executive officer", b Arise out of any request, demand„ director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured of . Electronic Data others test for, monitor, clean up, remove,- encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access„ or inability to manipulate effects of an "asbestos hazard"; or "electronic data", ( Arise out of any claim or suit for i%Employment-Related practices damages because of testing for, "Bodily injury" or "personal and adver'fising rnonitodngi cleaning up, removing, lnjury"6 toj encapsulating, containing, treating„ l A person arising out of any; detoxifying or neutralizing or in any way responding to or assessing the a) Refusal to employ that persona; effects of an ,"asbestos hazard". b Termination of that person"s _ t, Violation Of Statutes That Gravers E- ernployment" or Mails, Fax, phone Calls Or Other c Employment -related practices; Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation; "Bodily injury""property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person, or violater { The spouse, child, parent, brother or 1The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury's or of or additions to such law; "personal and advertising injury" to the person at whom any of the ) The AN -SPA M Act of 2003, including employment -related practices any amendment of or addition to such described in paragraphs (a), b), or jcj la's„ or above is directed. j j Any statute, ordinance or regulation, This exclusion applies. other than the T PAd or CAN-SPAM Act of 2003, that prohibits or Bruits the jfWhether the insured ➢"i"gay be liable as sending, transmitting, communicating on an employer or in any other capacity; distribution of material or information. and Marriage To Premises Rented To You To any obligation to share Marriages Exception For Damage By Fire, Lightning with repay someone else who must or Explosion pay damages because of the injury, Exclusions c. through h. and k. through off do a. Asbestos not apply to damage by tire, lightning or (t) ,"Bodily injury" "property .damaged" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard® the owner. A separate Limit of Insurance j Any 'damages, judgments, Settlements, applies to this coverage as described in loss, posts or expenses that; Section 1 , m Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05gage 9 of 24 BUSINESS LIABILITY COVERAGE FORM a Applicable `po Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for "bodily injury", are also insureds, but only with respect to Any Insured their duties as trustees. To any insured, except "volunteer workers", 2, Each of the fallowing is also an insured, b. Hired Person as Employees And Volunteer Workers o a person hired to do Fork for or can behalf Your "volunteer workers" only while of any insured or a tenant of any insured performing duties related to the conduct of os tutu n Normally Occupied pied Premises your business„ or your "employees", other than either your "executive officers," )if you To a person injured on that part of are an organization either than a premises you own or rent that the person partnership" joint venture or limited liability normally occupies. company) or your managers )if you are a d. Workers' Compensation And Similar limited livability company), but only for acts Laws within the scope of their" employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business: the "bodily Injury" are payable or must be However, none of these "employees" or provided tinder a workers' ers' compensation "volunteer workers" are insureds for. or disability benefits law or a similar lawe () "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games sports or athletic or joint venture), to your member contests. (if you are a iii-nited liability f. Products -Completed Operations Hazard company); or to a co-°" rnployee" while in the course of his or her Included with the "products -completed employment or performing dirties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. �Ivolunteer' workers" while perforn'ting duties related to the CWHO IS conduct of your business; i. If you are designated in the Declarations as; (la) To the 'spouse; child, parent a. An individual, you and your spouse are brother or sister of that co - insureds, but only with respect to the .,employee" or that.. "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph 1)(a) above; b. A partnership or joint venture, you are an c) For which there is any obligation insured. Your members, your partners, and to; share damages with or repay their spouses are also insureds, but only with: _ someone else who must pay respect to the conduct of your business: damages because of the injury c, limited liability company" you are an described in Paragraphs 1) a) or insured. your members are also insureds, above: or but only with respect to the conduct of your d) Arising out of his or her providing business. your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services, managers, If you are not in the business of d. An organization other than a partnership providing professional health care joint venture or limited liability company, You services, Paragraph d) does not apply are an insured. Your "executive officers" and to any nurse, emergency ' medical directors are insureds, but only with respect technician or paramedic employed- by to their dirties as your officers or directors, you to provide such services: Your stockholders are also Insureds, but only ) '"Property darnage" to property with respect to their liability as stockholders a) Owned, occupied or used by, Page 10 of 24 Form SS 00 080405 BUSINESS LIABILITY COVERAGE FORM (b) Tented to, in the care, custody or b. Coverage hinder this provision doses not control of, or over which physical apply to; control is being exercised for any () "Bodily injury" or „property damage„ purpose by you, any of your that occurred, or ."ernployees", "volunteer workers", any partner or mernber (if you are personal Arid advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization, d, Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" or With respect to „mobile equlpmenC registered in " oiunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. lave, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization person or organisation having proper responsible responsible for the conduct of such person is temporAny custody of your property if you an insured.; brat only with respect to liability die, only: die, but o arising out of the operation of the equipment, and only if no other insurance of any kind is available (t) Wi li respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property-, and However, no person or organization is an insured (2) lentil; your legal representative has with respect to: been appointed. a. "Bodily injury" to a co -"employee" of the dx Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or, the employer of any person who is duties tangier this insurance, an insured tender this provision. e. Unnamed Subsidiary d, Operator of t" onowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage part. your permission, Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a Warned inured does riot apply to respect to liability arising out of the operation injury or carnage with respect to which an of the watercraft, am only if no other insurer under this insurance is also an insurance of any kind is available to that insured tender another policy or would be parson or organization for this liability:: an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a "Bodily injury," to a cog"ernpfoyee"° of the . Nearly Acquired Or Formed Organization person operating the watercraft; or Any organization you nearly acquire or form, dp "Property damage"" to property owned by, other than ;a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 0% of an insured under this provision: the voting stock, will qualify as a Named 6. Additional fnsure is When required By Insurer if there is no other similar insurance Written; Contract, Written Agreement Or available to that organization, However Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the °Muth day after you acquire paragraphs am through f. below are additional or form the organization or the end of the insureds < when you have agreed, in a written policy period, whichever is earlier; and Form SS 0008 04 05page I t of 2 BUSINESS LIABILITY COVERAGE FORS contract, written agreement or because of aAny failure for make such permit issued by a state or political inspections, adjustments, tests or subdivisions 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 es 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 are additional products; insured under this provision only for that 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 fart, 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, hart 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 jhj "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising oast of the sole below as vendor), but only with respect to negligence cat the vendor for its "bodily injury" or "property damage" arising own acts or omissions or those of ��y "your p � ct c re distributed outtri � ouC u,af yyy�h#b8t pb edy..11WRwYp i4,.�i Wt-a 4�di+2 bikbi�#Gd its employees or else or sold in the regular course of the vendor's � gn gygcpanye + actingLJP I.NL 6.}�h4�a{�a However, e9y this business and only if this Coverage Part exclusion does not apply to. provides coverage for "bodily Injury" or 1j The exceptions contained in property ; damage" included within the Subparagraphs (d) or jai o "products -completed operations hazard", (11) Such inspections, adjustments, 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 ,,-rake in the usual This insurance dons not apply to course of business, in connec#ion with the distribution aj "Bodily injury" or "property or sale of the products,: damage" for which the vendor is j This insurance does not apply to any obligated to Pay damages by insured Person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion doges not apply to entering into, accompanying or liability for damages that the containing such products, vendor would have in the absence of the contract or agreement;; ba Lessors Of Equipment Any express warrdnb 1) Any person or organization €roirn unauthorized by you, worn you lease equipment; but only (c) Any physical or chemical change with respect to their liability for "bodily "property in the product made Intentionally injury" damage" or by the vendor;_ "personal and advertising, injury" caused, in whole or in part, by your jdj 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 manufacturers and then repackaged in the original container; Page 12of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM ) With respect to the insurance afforded d. Permits Issued By State Or` Political to these .addifior al insureds, this Subdivisions insurance does not apply to any ➢ state or political subdivision, but »caoourrence°" vvhlo takes p# after only with respect � operations you cease to lease that equipment, performed by you or on your behalf for c. Lessons Of Land Or Premises which the state or political subdivision t) Any person or organization from has issued a permit, whom you lease land or premises, but () 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 "Bodily injury", "property damage" leased to you, or "personal and advertising () 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, of a) Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that so pieted operations hazard"°, premises; or fa Any Other Panty (b) Structural alterations, nevi jf Any other' peon or organization who construction or demolition is not an insured trader Paragraphs as operations cti p peilormed 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 () Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or remissions 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 renters 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 tangoing operations performed by only if you or on your behalf. (t) The written contract or written ) 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 h) This Coverage l�art 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 1°products- failure to render any professional completed operations hazard". services by or for you, including. ) 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; wraps, shop drawings, opinions„ ""Bodily injury", "property damage" or reports, surveys, field carders" personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure- to resider, 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 tlSl ESS LIABILITY COVERAGE FORS la The preparing, approving;, or chid General Aggregate limit does not failure to prepare or approve, apply to "property damages" to premises maps, shop drawings" opinions, while rented to you or temporarily reports,„ surveys„ field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire„ lightning or drawings and specifications" or explosion, (b) Supervisory" inspection, 1 Each Occurrence Imp it architectural or engineedng; Subject to 2Ya. or 2.b above, whichever activities, applies, the most we will pay for the surfs of aH The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits 'property darnage" and medical expenses Ofinsurance, arisingout of any one 'occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured; the Declarations, is described in the tither Insurance Condition The most we will pay for all medical expenses in Section E. — Uability And Medical Expenses _ because of "bodily injury" sustained by any General Conditions, one person is the Medical Expenses Limit o person or ;organization is an insured with shown in the Declarations: respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b..above the most we will pay for company that is not shown as a Flamed Insured in the sum of all damages; because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICALSEA any one person or organization is the personal LIMITS and Advertising Injury Limit shown in the Declarations. 1. The Most ill day 51 aurae To Premises Rented To You t�fl The Limits of Insurance shown it the Declarations and the rules below fix the most The Damage To Premises- Tented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of as Insureds-, "property damage" to any one promises, while la. Claims made or "suits" brought; or rented to you, or in the case of damage by tire„ ca Persons or organizations making claims or lightning or explosion, while rented to you or bringing ""suitst". temporarily occupied by you with permission of . Aggregate Limits the owner. The most we will pay for: In the case of darnage by fire, lightning or explosion, the Damage to Premises Dented To aA Damages becaUse of "bodily ' zngury°° and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such products -completed operations hazard" is damage results from fire, lightning or explosion the Products -Comp feted Operations r any combination of these. Aggregate Limit shown in the Declarations, g. tow Limits ,apply To Additional Insureds b. Damages because of all rather "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of. expenses, is the General aggregate Limit aF The limits of insurance specified in a shown in the Declarations. wrif en contract, written agreement or This General aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. lea The, Limits of Insurance shown in the „Location" means premises involving the Declarations, same or connecting lots, or premises Such amount shall be a pats of and not in chose connection is interrupted only by a addition- to the Limits of Insurance ;shown in streets roadway or :right-of-way of a the Declarations and described in this Section, railroad: Page 14 of 24 Form SS 00 0805 BUSINESS LIABILITY COVERAGE FORS It more than one limit of insurance grader than (1) immediately send ins 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 cinder this policy and the endorsements is the with the claim or "°suit', single highest limit of liability of all coverages Authorize us to obtain records and applicable to such claim or "suit'. However;, this rather information - paragraph does not apply to the Medical Expenses Cooperate with its in the investigation, limit set Barth in paragraph 3. above, settlement of the claim or defense The Urnits of Insurance of this Coverage Part apply against the "suit`'and separately to each consecutive annual period and to Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy ponod shown in the person or organization that may de at Declarations,arations, unless the policy period is extended liable to the insured of Injury after issuance for an additional period of less than 1 or carnage which this insurance months, In that case, the additional pentad Will be may may also apply, deemed part of the last preceding pericad for purposes of determining the Limits of Insurance, Obligations t �" Inscirod`s n host E. LIABILITY AND MEDICALSEA o insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other f an r:uptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other insurance the insured's estate will not relieve us of our f ie �covericlaim or "suit" under this obligations under this Coverage Dart. ,overage Fart that may also be covered . Duties In The Event Of Occurrence,, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured ax Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity, You or any additional insured must see to it that we are notified a cocci as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed lit 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 non-contributory with the additional 1 blow, when and where the Reocci,irrences" insured's own insurance, or offense took place, f. Knowledge Of An Occurrence, Offense, The names and addresses of any Claim Or Sean injured persons and witnesses; and Paragraphs as and b. apply to you or to The nature .and location of any injury any additional insured only when such or damage arising out of the ,"occurrence", offense, claim or "suit" is ""occurrence" or offense; known to- b. Notice Of Claim 1You or any additional insured that is if a claim is made or "suit" is brought an individual; against any insured, you or any additional p ) Any partner, if you or an additional insured must: insured is a partnership-, (1) Irnrnediately record the specifics of the Any manager, if you .car an additional claim or "'suit"" and ilia cafe received"( insured is a limited liability company; and Notify us as soon as practicable. j 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 (d) Any trustee, if you or an additional claim or "suit" as soon as practicable: insured is a trust: or ce Assistance And Cooperation Of The (d) Any elected or appointed official, if you Insured or an additional insured is a political You and any outer involved insured must: subdivision or public entity: Form SS 00 0804 05page 15of 24 BUSINESS LIABILITY COVERAGE FORS This Paragraph fa applies separately to We have issued this policy In reliance you and any additional insured,: upon your representations; 3. Financial Responsibility laws b. Unintentional Failure To Disclose se a. When this policy is certified as proof of Hazards financial responsibility for the future under if unintentionally you should fail to dlscice the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance bU iness at the inception date of this provided by the policy for "bodily injuryP" Coverage part, we shaft not deny any liability and "property damage" liability will coverage, under this Coverage Part comply With the provisions of the lave to because of such failure„ the extent of the coverage and limits of 7, Queer ii s Trance insurance required by that law. b. With respect to "mobile equipmenff' to If other valid and collectible insurance is which this insurance applies, the will available for a loss we cover under this Coverage part" our obligations are limited as provide any liability" uninsured motorists, follows. underinsured motorists, no-fault or other coverage required by ,any motor vehicle as primary Insurance lave. We will provide the required limits for This insurance is primary except when b, those coverages. below applies. If other insurance is also A Legal lotion Against Us prrrriary, we will share with all that other No person of organization has Light under insurance insurance try the method described in c. Coverage Form; & To join us as a party or otherwise bring us b.Excessinsurance, into a "suit" asking for damages from are This insurance Is excess over any of the insured; or other insurance, whether primary, excess, bfi To sue us can this Coverage Dorm unless contingent or on any other basis; all of its terms have been fully complied �1) Your Work with That is Fire; Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for "your work"; against an insured„ but we will not be liable for ( premises Rented To You damages that are not payable under the terrns of this insurance or that are in excess of the That is fire, > lightning or explosion a pfi ^ ble limit of insurance, An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner, claimant or the claimant's legal representative. Tenant viability a. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, Cover- your liability as a tenant for and any rights or duties specifically assigned "properly damage" to premises rented in this policy to the Erse Named Insured; this to you or temporarily occupied b you insurance applies: with permission of the or"vnei,, & As if each Named insured were the only Aircraft, Auto Or Watercraft Named insured; and If the loss arises out of the maintenance bw Separately to each insured against whom or use of aircraft, ".autos" or watercraft to a claim is made or "suit" is brought.; the extent not subject to Exclusion gw. of Section Are —Coverages, a Representationss(d) property Damage To Borrowed a. When You accept This Policy Equipment Or Use Of Elevators By accepting this policy,, you agree: if the loss arises out of "property 1 The statements in the Declarations damage" to borrowed equipment or are accurate and complete, the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion it® of Section A representations you made to us; and Coverages, Page 16 of 24 Form SS 000804 05 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 Your 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 under this 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 anther insurance is also primary„ we will share with all that other insurance by the method described in c. below. f bPrimary 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 fa and (b) do not apply to rather 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 anther' insurer defends, we will undertake to do so, but we will be entitled to the insu'red's rights against all those rather insurers. Forma SS 00 08 04 tt BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over, other insurance, we will pay only our share of the amount of the bass, if any, that exceeds the sure of: ft The total amount that all such other insurance would pay for the loss In the absence of this insurance; and f The total of all deductible and self - insured arnounts under ail that other insurance. We will share the remaining loss, if any, with any other Insurance that is not described in this Excess lnsura ce provision and was not bought specifically to apple In excess of the Limits of Insurance shown in the Declarations of this Coverage Dart: cr 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 insr~reCs share is based on the ratio of its applicable limit of insurance to the total applicable fir ks of insurance of all insurers. m Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Fights Of Recovery If the insured has rights to recover all or part of any payment including Supplementary Payments, we have made under this Coverage fart, those rights are transferredto 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 tern. 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 D'art, 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, Page 17 of 24 BUSINESS LIABILITY COVERAGE FORS Fa OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS N INSURED under- Section C, is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply; When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise,: but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you: by Written Contract, Written Agreement or Permit) 4m Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shorn in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to business insured the person(s) or organization(s) Liability Coverage in this policy" except as shown in the Declarations as an Additional provided below, Insured — Lessor of Leased Equipment, 1. Additional Insured W Designated Person Or but only with respect to liability for "bodily Organization injury"a "property amage"s or ;"personal WHO iS AN INSURED under ;section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation, or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations but only with respect to liability person(s) or organization(s), for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising Injury" caused, in these additional insureds, this insurance whole or in party by your acts or oMrsscons or does not apply to any "occurrence" which the acts or omissions of those acting on your tapes place after you cease to lease that behalf, equipment aw Its the performance of your ongoing 5. Additional Insured - Owners Or Other operations, or Interests From Whom hared Has Beery b. In connection with your premises owned leased by or rented to you, a. WHO IS AN INSURED under Section C. is a Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shogun in the Declarations as are Additional a. FICA l A If�St�lFt under Section a is Insured � Owners `r ether interests From to include as an additional inured 'tfm Land glad been leased, but only the persons or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured _ ownership, maintenance or use of that part Designated Person Or Organization, but only of the land leased to you and shown in the v ith respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to y� and shown in ba 'filth respect to the Insurance afforded to Declarations: these additional insureds, the following additional exclusions apply: b. With respect to the insurance afforded to these additional insureds, the following This insurance close not apply to: additional exclusions apply:. ('I) Any "occurrence" that takes place This insurance does not apply to: after you cease to lease that land" or ( .Any "occurrence" which takes place ( Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or peiformed by or on behalf of such (2Structural alterations, new person or organization. construction or demolition operations . Additional Insured - Mate Or political performed by or on behalf of such Subdivision --- Permits person or organization. a. WHO tS AN INSURED under Section G., is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18of 24 Forma SS 00 0804 05 BUSINESS .I ILIT COVERAGE FORM Insured — State Or Political Subdivision m. ,any faiiure to make such Permits„ but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit, make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products: additional exclusions apply" Demonstration, installation„ This insurance sloes not apply to: servicing or repair operations, 9x3"7 �;1 ���4�triP„ f.d�4Y,t.r„d �r.. � p¢"propertydamage" Ste} except such operations performed xy ry so ��� advertising "personal GLnd. C.SdVe1s91tlig �P ��4.f rF ips��wiy injury" at vendor's premises in arising out of operations performed for � �the� $ � brZ.T 1.: H91Vti 4an with sLr sale of the the state or municipality; or product, "Bodily injury" or "property damage" (g) Products which, after distribution included in the. "product -completed or sale y you, have been labeled operations' hazard: or relabeled or used as a container, pail or ingredient of any t Additional Insured —Vendors other thing or substance by or for as WHO lS AN INSURED under Section C. is the vendor, or amended to include as an additional (h) "Bodily injury," or "properiaj insured the person(s) or organization(s) damage" ,arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured Q, own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting onitsbehalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (1) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or ( = or provides coverage for "bodily injury"a or `"property^ damage" included ,within the �a () such inspections, "products -completed operations hazard", adjustments, tests or servicing Is. The insurance afforded to the 'Vendor is as he thas agreed to vendor subject to the fcliowwn additional exclusions: rl"iake or normally undertakes to make to the usual course of () This insurance does not apply to; business, in connection with (a) "Bodily injury" or "property the ,distribution or sale of the damage" for which the vendor is products, obligated to pay damages by () This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement„ products. (l) Any express warranty 8. Additional Insured — Controlling Interest unauthorized by you, WHO fS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made Intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured _ (d) Repackaging, unless unpacked Controlling interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration,,- testing, or the aA Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from, the manufacturer, while you lease or occupy these premises, and then repackaged in the original container,' Form SS 00 08 0405Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The ilmits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. -- Limits Of operations performed by or for that person or Insurance:, organization: How this insurance applies when other insurance g,. Additional insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section Organization anization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions amended to €nclude, as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an ,additional Insured — Owner, Lessees Or Contractors, `t. "Advertisement" means the widespread public but only with respect to liability for ""bodily dissemination of information or images that injury" "property damage"> or "personal has the purpose of inducing the sale; of goods, and advertising injury," caused; in whole or products or services through: in part, by your acts or omissions or the aA t Radio, acts or omissions of those acting on your Television; behalf-, ) Billboard; �1 In the performance of your ongoing u �r Magazine; operations for the additional insured(s); or dj Newspaper; ( In connection with "your work" . The Internet, but only that part of a Deb performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operabons hazard", but sale of goods, products or services; or only if this Coverage Wart provides dR Any, other publication that is given coverage for "bodily injury" or widespread public distribution, "property damage" included within the However, "advertisement" does riir3t include., "products -completed operations hazard", as The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds„ this insurance products; or does not apply to "bodily injury" „property damage,„ or ",personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer netwok the failure to render; any professional 2, "Advertising idea" means any idea for ;an architectural, engineering or surveying "advertisement", services, services; including: 1 ""Asbestos hazard" means an exposure; or tj The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop Properties of asbestos and includes the mere drawings" opinions, reports, surveys, presence of asbestos in any forma field orders, change orders, designs or 4"Auto" means a land motor vehicle" trailer or drawings and specifications; or semi -trailer designed for travel on public ( ) Supervisory, inspection. architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" dries not include i wAdditional Insured — Co -Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical WHO IS All INSURED under Section C. is a. Injury, amended to include as an additional insured b. Sickness; or the personi,sj or Organization(s) shown in the c. Disease Declarations as an ,additional Insured ¢ Co - Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations, 6. "Coverage territory" means, - Page 20 of 24 Form SS 00 0805 BUSINESS LIABILITY COVERAGE PORE & The United States of America (inciuding its bm You have failed to fulfill the terms of territories and possessions), Puerto Rico; contract or agreement; and Canada; if such property can be restored to use by: bW International raters or airspace, but tartly if a, The repair, replacement, adjustment or the injury or damage racers in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a, above; b. Your futfiiling the 'terms of the contract or c. All other parts of the world if the injury or agreement, damage arises out of 12. 1nsured contract" means: ( Goods or products made or sold by you in the territory described in a. above,, a. A contract for a lease of premises. However, that portion of the contract for a The activities of a person whose home lease of premises that indemnifies any is in the territory described in a person or organization for damage by fire, above, but is away for a short time sari lightning or explosion to premises while your business," or rented to you or temporarily occupied; by ( `"Personal and advertising injurry" you with permissions of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of vented To you limit described in Section communication D. — viability and Medical Expenses Limits prodded the insured's responsibility to pay of Insurance, damages is determined in the United States of b, A sidetrack agreement, America (including its territories and c. Any easement or license agreement, possessions). Puerto Rico or Canada, in a including are easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within dtl settlement we agree to. feet of a railroad; n "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. treated or used on; or eA An elevator maintenance agreement; or cm Transmitted to or from fb That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, _ (including are indemnification of a CD-ROMS,, gapes, droves, cells, data municipality in connection with work processing devices or any other media which perforated for a municipality) under which are used with electronically Controlled you assume the tort liability of another equipment, party to pay for "bodily injury," or "property . "Employee" includes a "leased worker" damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury„ or "property worker", damage" is caused, in whole or in pad, by you or by those acting on your behalf. . {"Executive officer" ,"Weans a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any ft "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injurer" or "property intended to be, damage" arising out of construction or 11. "Impaired property"a means tangible property, demolition operations within 50 feet of any other than "your product" or "your work° that railroad property and affecting any railroad cannot be used or is less useful because; bridge or trestle, tracks, road -beds, tunnel. a. It incorporates "your product" or "your work" underpass or crossing, that is known or thought to be defective However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement Fora," SS 00 08 0405 Page 21 of 24 BUSINESSLIABILITY COVERAGE FORM {1) That indemnifies an architects- 1) bower cranes, shovels, i adersy engineer or surveyor for irriury or diggers or drills; or damage arising oiitof; () Road construction or resurfacing a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps„ shop or rollers drawings, opinions„ reports, e. "vehicles not described in a,„ b,, c., or dm surveys, field orders, change above that are not self-propelled and are orders, designs or drawings = and maintained primarily to provide mobility to specifications, or permanently attached equipment of the b) Giving directions or instructions, following types: or failing to give them, it that is the 1) Air compressors, pumps and primary cause of the injury or' including spraying„ damage; or welding, welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, _ well servicing equipment; or assumes liability for an injury or � Cherry pickers and similar devices damage arising out of the inso.ireCl" used to raise or lower workers; rendering or failure to render professional services, including those m Vehicles not described to a„ o., ., oi.`i1. listed #n above and supervisory, shears maintained primarily for purposes inspection,: architectural or rather than the transportation of persons or engineering activities. cargos 11 "Leased worker:" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm„ to perform duties related to the conduct of will be considered "autos": your business ""Leased worker" does not 1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed 14, "Loading or unloading"w means the handling of primarily for., property. a) Snow removal; ax After it is moved from the place where it is b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or "auto"" c) Street cleaning; b. While it is in or can an aircraft, watercraft or () Cherrypickers and similar devices a"auto`; or mounted on automobile, or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; () Air compressors, pumps and but "loading or unloading" saes not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, rather than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft, watercraft or "auto"; well servicing equipment; 15"Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions: a. Bulldozers, farm machinery, forklifts and 17, "Personal and advertising "injury" means injury, other vehicles designed for use principally including consequential "bodily injury"' arising off public roads;; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest, detention or lrnprisonrnent, next to premises you own or rents Is. Malicious prosecution; c. Vehicles that travel on crawler treads, dr Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24"orm SS 00 0804 BUSINESS LIABILITY COVERAGE FOR1 c. The wrongful eviction from, w€+rongU entry 'w`t'ork that € gay need service, maintenance„ into, or invasion of the right of private correction, repair or replacement, but occupancy of a roam, dwelling or which is otherwise complete will be premises that the person occupies, - treated as completed,: committed by or on behalf of its owner, The "bodily injury"r or "property damage" landlord or lessor; must occur away from premises you own d. t rai, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling : or distribution of "your organization or disparages a, person's or product" for consumption on premises you organization"s goods, products or services„ own or rant. e, Oral, written or electronic publication of b. goes not include "bodily injury", or material that violates a person's right of "property damage" arising out of; privacy; The transportation of property, unless fx Copying, in your "advertisement", a the injury or damage arises out of a person's or or°ganiza:tion's "advertising condition in or on a vehicle not owned idea" or style of 6"advertisemenff'; or operated by your and that condition 3 Infringement of copyright" slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "a vertisernent;"p or insured„ or he Discrimination or humiliation that results in gj The existence of tools, uninstalled injury to the feelings; or reputation of a equipment or abandoned or unused natural person. materials. a "pollutants" means any solid, liquid, gaseous or 20. "property damage" means. thermal irritant or contaminant, including smoke, ao Physical injury to tangible property vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed, deemed to occur at the time of the g. "Products -completed operations hazard' physical injury that caused it, or a. Includes ail "bodily injury' and "property b. Loss of use of tangible property that is not damage" occurring array from premises physically injured; will such loss of use you own or rent and arising out of ,"your shall be deemed to occur at the time of product" or "your work" except, "occurrence" that caused it. fj products that are still in your physical As used in this definition, "electronic data" is possession, or not tangible property: j Work that has not yet been completed 21. "°Suit"w means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage"" or "personal and advertising injury" earliest of the following tirnes: to which this 'insurance applies are alleged. aj 'Ji±`hen all of the work called for in "Suit" includes: your contract has been completed, a, An arbitration proceeding in which such jbj When all of the work to be dune at damages are claimed and to which the the scab site has been completed if insured must submit or does submit with your contract ` calls for work at our consent, or more than one job site; b. Any other alternative dispute resolution jcj When that part of the work done at proceeding in which such danfages are a job site has been put to its claimed and to which the insured submits intended use by any person, or with our consent., organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project, '"employee" on leave or to tweet seasonal or short-term workload conditions. 21 "'Volunteer worker" rneans a person who: a. Is not your "employee,", Form SS 00 08 04 05Page 23 of 24 BUSINESS LIABILITY COVERAGE FORS b, Donates his or her wor a )) the providing of or failure to provide cx Acts at the direction of and within the warnings or instructions. scope of duties determined by you,, and C. Does not Include vending machines- or d, Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. de "Your work": . "Your product": a. Means: a, Means- 1) Work or operations performed by you 1) Any goods or products, other than real or on your behalf, and property, manufactured, sold, handled, ) Materials, pants or equipment distributed or disposed of by: furnished in connection with such work a) You; or operations. d) Others trading under your name; d. Includes: or (1) Warranties or representations made at c) A person or organization whose any time with respect to the fitness business or ,assets you have quality,; durability, performance or use acquired; and of "your work"; and () Containers, (other than vehicles), )) the providing of or failure to provide materials, parts or equipment warnings or instructions, furnished in connection with such goods or products, Is. Includes- 1) Warranties or representations made at any time with respect to the fitness; quality, durability, performance or use of "your product"; and Page 24 of 24 Forma SS 00 0804 Date Initial Filing Received STATEMENT OF ECONOMIC INTERESTS Offic'al Use ooly ARTU'ril-ITip Please type or print in ink, NAME OF FILER (LAST) (FIRST) (MIDDLE) Shea Terry P 1. Office, Agency, or Court . ........... ........ - ------ _ — ----------- . . . . .................... Agency Name (Do not use acronyms) City of La Quinta — --- — ----------- sion, Board, Department, District, if applicable Your Position Accountant ------------------ o, If filing for multiple positions, list below or on an attachment. (Do not use acronyms) Agency: Position-, 2. Jurisdiction of Office (Check at least one box) n State El Multi -County — ----- --------- ----------------- [0 City of -La Quinta — - — --------- — ----------- — - ---- El Judge or Court Commissioner (Statewide Jurisdiction) El County of — - — ------- ... - ...... El Other 3. Type of Statement (Check at least one box) [0 Annual: The period covered is January 1, 2015, through F1 Leaving Office: Date Left December 31, 2015. (Check one) .or- The period covered is l through 0 The period covered is January 1, 2015, through the date of December 31, 2015. -or- leaving office. n Assuming Office: Date assumed 1 0 The period covered is through the date of leaving office, F-1 Candidate: Election year and office sought, if different than Part 1;------- 5. Verification ��C_....... _�WfhGADbSdZIP CODE (Business or Agency Address Recommended - Public Document) 735 E Carnegie Drive, Suite 100 San Bernardino CA 92408 DAYTIME E WTELEPHONEW�BER --'—'-nm—T���M-A-1-L-AD—DR—ESS--- ( 909 ) 889-0871 I have used all reasonable diligence in preparing this statement. I have reviewed this statement and to the best of my knowledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a public document. I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. 02/09/2016 Date Signed Signature ! (month, day, year) (File FPPC Form 700 (201S/2016) FPPC Advice Email: advice@fppc.ca.gov FPPC Toll -Free Helpline: 866/275-3772 www.fppc.ca.gov r CAL:IFORNI,Q FORMff7f�STATEMENT OF i •MIC INTER POLI,7ICAL°PRACTICES. COMMISSION° �. o ,A PUBLIC DOCUMEj+ITg; eCOVER PAGE P lease type or print in ink. 1. If filing for multiple positions, list below or on an attachment. (Do not use acronyms) Agency: Position:, - 2. Jurisdiction of Office (check at least one box) ❑ State ❑ Judge or Court Commissioner (Statewide Jurisdiction) El MuIU Cu/nty ❑ County of. City of:❑Other I. Type of Statement (check at least one box) j Annual: The period covered is January 1, 2015, through ❑ Leaving Office: Date Left December 31, 2015, (Check one) -or- The period covered is I I through December 31, 2015. ❑ Assuming Office: Date assumed. l - p The period covered is January 1, 2015, through the date of -or- leaving office. p The period covered is ,through the date of leaving office. ❑ Candidate: Election year, and office sought, if different than Part 1:._.m:: — - -- NAMMAKEEMAM I have used all reasonable diligence in preparing this statement. I have reviewed this statement and to the best of my knowledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a public document, l certify under penalty of perjury under the laws of the State of California that the folregolingr:Is true and correct. Date Signedf 7/_1 _ Signature '(Monk 48y, year) f a gra cdginoy signad statemanl with your Ong Axial) FPPC Form 700 (2015/2016) FPPC Advice Email: advice@fppc.ca.gov FPPC Toll -Free Heipline: 866/275-3772 www.fppc.ca.gov NOTE: This contract amendment authorizes additional contract funding (funds were carried over from Fiscal Year 2014/2015), in the amount of $10,000 to continue to provide the Finance Department with a Temporary Accounting Management Services through June 30, 2016. Previous Contract Amount $39,500.00 Added to this Amendment $28,000.00 Revised Contract Total $67,500.00 FAFinanceWiankas files\CONTRACTS\Rogers, Anderson, Malody & Scott, LLP\Ainendment No. 3\Cover Memo for CM Signature 2016-2.doe AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT WITH ROGERS, ANDERSON, MALODY & SCOTT, LLP This Amendment No. 3 to Professional Services Agreement with ROGERS, ANDERSON, MALODY & SCOTT, LLP ("Amendment No. 3") is made and entered into as of the 3 day of March, 2016 ("Effective Date") by and between the CITY OF LA QUINTA ("City"), a California municipal corporation and Rogers, Anderson, Malody & Scott, LLP ("Consultant"). RECITALS WHEREAS, on or about November 17, 2014, the City and Consultant entered into a Professional Services Agreement to provide Temporary Accounting Manager services for the City; WHEREAS, on or about July 1, 2015 the City and Consultant entered into an Amendment No. 1 to extend the term to June 30, 2016 ; WHEREAS, on or about February 17, 2016 the City and Consultant entered into an Amendment No. 2 changing the Contract Sum in the Professional Services Agreement; and WHEREAS, the City is utilizing Consultant for fulfilling the duties of the Account Manager on a Temporary basis; NOW THEREFORE, in consideration of the mutual covenant herein contained, the parties agree as follows: AMENDMENT In consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. Section 2.1 is amended to read as follows: Section 2.1 — Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "A" (the Schedule of Compensation") in a total amount of not to exceed Sixty Seven Thousand Five Hundred ($67,500.00) (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 Consultant'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. Regardless of the method of compensation set forth in the Schedule of Compensationi Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." In all other respects, the Original Agreement and Amendments No. 1 and No. 2 skall remain in effect. IN WITNESS WHEREOF, the City and Consultant have executed this Amendment No. 3 to the Professional Services Agreement on the respective dates set forth below. CITY OF LA QUIA a California municipal corporation Dated: Frank J. Spevacek, City Manager Susan Maysels, City Clerk William H. lhrke, City Attorney By: Name: Exhibit A Scope of Services Attached hereto. FU',-�FR,S, ANIF)i RSON, r"IN ("'ID'Y SC(YTI, LLP [am � MIN 19�wl, rm CA 92108 90115F,96671 r February 1, 2016 rmmq,;i 1110[ City of La Quinta PAWTN�PS Attention: Rita Conrad 'crry P Shn-1, f PA 78-495 Calle Tampico Krk A Fr,mks, CPA La Quint@, CA 92253 SotT VI M,,nr"% CP!, CGMA CIPA,, t9 i7, C:(A'JA H, CPA I mo We are pleased to provide this quote for professional accounting services in support of the City's Finance Department. This would be Amendment 4 T A M,A No. 3 to our Contract and would add an additional 400 hours for the period of July 1, 2015 to June 30, 2016. M NNI PIS ' S 'A F F lc�i m,, - u, !�;�A, M',, { We will provide accounting support for the City's Finance Department. CPA MP,,, A (-j�ai ,YA, Laurie Marscher will serve as the City's Accounting Manager through June N� ,n�-hn ,unhzim, CPA, MA 30, 2016. The estimated time would be approximately 20 hours per week. B,igirca Bn, fl,a, �PA �;wdpn/! Dww), CPA '-,, mo, CPA Our estimated additional hours and fees to complete these services would ,mr GoniA,TA MSA be as follows: n na Staff ff Laurie^^Marscher$70 $28,000 We are committed to providing the services as scusse a ove an this proposal is a firm and irrevocable offer for 30 days, Terry Shea, will be the engagement Partner and he is authorized to make representations for our firm. Should you have any questions please feel free to give Terry a call at (909)889-0871. Yours truly, ROGERS, ANDERSON, MALODY & SCOTT, LLP t'uljv, A,,,00U;a Terry CPA STARILM', �\,(,UARACY TROt T With the exception of compensation for Additional Services, provided for in Section 2.2 • this Agreement, the • total compensation to be paid to Consultant under this Agreement is Sixty Seven Thousand Five Hundred ($67,500.00) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a • basis and in • amount identified in Consultants Schedule • Compensation attached hereto for the work • performed and properly invoiced '• Consultant in conformance with Section 2.2 • the Agreement. Exhibit Special Requirements Rev.2-5-14 ROGEAND-01 LWEST ,d►CORl7" CERTIFICATE OF LIABILITY INSURANCE �►---� ATD/YYYY) P1 /12/21212016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Orion Business Insurance and Risk Management Services, Inc. 1250 Corona Pointe, Suite 302 Corona, CA 92879 CONTACT NAME: PHONE (g51) 281-5353 �c No : (951) 737-5083 A/C No Ext E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Sentinel Insurance Company 11000 INSURED INSURER B : Republic Underwriters Ins Co 24538 Rogers, Anderson, Malody & Scott LLP INSURER C : Navigators 735 E. Carnegie Drive Suite 100 INSURER D INSURER E : San Bernardino, CA 92408 INSURER F : COVERAGES CERTIFICATE NUMBER: 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. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 1XI OCCUR 72SBAAR7403 01/01/2016 01/01/2017 EACH OCCURRENCE $ 1,000,000 PRE MAGE SES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO JECT LOC OTHER: GENERAL AGGREGATE $ 2,000,000 X PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X X NON -OWNED HIRED AUTOS AUTOS 72SBAAR7403 01/01/2016 01/01/2017 COMBINED SINGLE LIMIT Ea accident $ 1,000 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ A UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 72SBAAR7403 01/01/2016 01/01/2017 EACH OCCURRENCE $ 3,000,000 X AGGREGATE $ 3,000,000 DED X RETENTION $ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YI_N OFFICER/MEMBER EXCLUDED? � I (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A ATWO06078-01 01/01/2016 01/01/2017 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Errors & Omissions LA16APLOBCA38NV 01/01/2016 01/01/2017 See Description DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Professional Liability $4,000,000 Per Claim;$4,000,000 Aggregate; $35,000 Per claim Deductible City Of La Quinta and its officers and employees as additional insured are named as additional insured as respects general liability per attached form. Insurance is primary per attached policy form. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of La Quinta Attention: Frank Spevacek- City Manager THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 78-495 Calle Tampico La Quinta, CA 92253 AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 72 SBA AR7403 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNER, LESSEES OR CONTRACTOR CITY OF LAQUINTA 78-495 CALLS TAMPICO LA QUINTA CA 92253 Form IH 12 00 11 85 T SEQ. NO. 002 Printed in U.S.A. Page 001 Process Date: 12/30/15 Expiration mate: 01/01/17 R Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "Personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "Personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or clopm: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page I of 24 2005, The Hartford (2) Receives written or verbal demand or claim for damages because ofthe "bodily injury" or"property damage";mr (3) Becomes aware by any other means that "bodily injury" or"property damage" has occurred orhas begun tmoccur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death namu|bnQ atany time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury' arising out of the rendering of or failure to render professional health care services as m physician, dentist, nureo, emergency medical technician or paramedic shall be deemed to be caused by an "occurren*e",but only if: (a) The physioian, denbet, nurae, emergency medioal technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". a. We will pay medical expenses aadescribed below for "bodily injury" caused by an accident: (1) Onpremises you own orrent; (2) On ways next to premises you own or rent; or provided that: (i) The accident takes place in the ^cnveneQe territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to axaminution, at our expense, by physicians ufour choice aooften oawe reasonably require. b. Wewill make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. b. if we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (a) Agrees inwriting to: (Q Cooperate with us in the inveabgotiun, settlement or defense mfthe ^nud^� . (11) Immediately send umcopies uf any demando, noboee, summonses or legal papers received in connection with the "suit"; (iA)Notify any other insurer whose coverage is available to the indemniteeand . (11v)Cuoperate with us with respect to coordinating other applicable insurance available tothe indemnitee;and (b) Provides us with written authorization to: (1) Obtain records and other information related to the "suit"; and (H) Conduct and control the defense of the indemnihen in such "suit". attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an ineurad's imdamnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used upthe applicable limit of insurance in the payment of judgments arsettlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6)above, are nmlonger met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury («) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or"property damage" resulting from the use of reasonable force to protect persons orproperty; or (2) ''pamona| and advertising injury" arising out ofun offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or"property domage'';or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability inacontract oragreement. This exclusion does not apply to liability for damages because of: (a) "Bodily in/ury'."property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Form SS 00 08U40S Page 3 of 24 assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" (1) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "Insured contract", and (fl) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. "Bodily injury" or damage" for which any insured may beheld liable by reason of: (1) Causing or contributing to the intoxication o7any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence ofalcohol; or (3) Any aimtuie, ordinance or regulation relating to the em|u, gift, distribution or use cfalcoholic beverages. This exclusion applies only ifyou are in the business of menufactuhng, dimbibuUng, oeUing, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' oompeneaUon, disability benefits or unemployment compensation |am/ or any similar law. a. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out ofand inthe course of: (a) Employment bythe insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. (1) Whether the insured may be liable an employer or in any other capaci and (2) To any obligation to share damag with or repay someone else who mu pay damages because of the injury. This exclusion does not apply to liabili assumed by the insured under an Insur 1 contract". I ���� �1) "Bodily injury", "property damage" "personal and advertising inju arising out of the actual, alleged threatened discharge, dispers seepage, migration, release or esca of "pollutants": (a) At or from any premises, site location which is or was at a time owned or occupied by, rented or loaned to any insurel However, this subparagraph do( not apply to: (i) "Bodily injury" if sustained within a building and caused by emoke, fumee, vapor or soot produced byororiginating from equipment that is used to hest, cool ordehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants ortheir (Ii) "Bodily injury" or "property damage" for which you maybe held |iable, if you are a contractor and the owner or lessee of such pnemieea, site or location has been added toyour policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premioee, site or location and such premiaes, site or location is not and never was owned or occupied by, or rented or loaned to, any inaured, other than that additional insured; or (111) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire,'; subcontractor; (b) At or from any premises, site or (li) "Bodily injury" or "property location which is or was at any damoge" sustained within u time used by or for any insured or building and caused by the others for the handling, atorage, release of Qaaee, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which one or were at any time ��h operations being performed tnanepVrted, hond|ed, etorad, by you or on your behalf bye treated, disposed of, orprocessed contractor orsubcontractor; mr uowaste byorfor: (h)"0adi|y injury" or "property �i) ,�nyineunad�or emag� arising m . damage" out of heat, (11) Any person smoke or fumes from aonurorg�ni��tionfmr "hostile ' whom you may be legally' or responsible; (e) At or from any pnennees, site or (d) At or from any premises, site or |oua'iononw�ich�ny�neu�dmrmn� location on which any insured or contractors or subcontractors any contractors or subcontractors working directly or indirectly on any working directly or indirectly on insuned's behalf are performing any in�unad'a behalf are operations if the operations are to performing operations �f the test for, mmi�r, clean up' remove, ' ' "pollutants"are brought on or to contain' treat, detoxify orneutralize, the pnymieau' site or location in orinany way �spondto ' or assess connection with such operations the effects o�'poUutanta^. by such inauned, contractor or (2) Any |oao, cost orexpense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order orstatutory (i) "Bodily injury'^ or "property or regulatory requirement that any damage" arising out of the insured orothers test for, munitor, escape of fuels, lubricants or clean up, namove, oontein, treat, other operating fluids which are detoxify urneutralize, orinany way needed to perform the nomnu| respond to, orassess the effects of, e|ecthma|, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf ofa necessary for the operation of governmental authority for "mobile equipment" orits parts, damages because of testing for, ifsuch fuels, lubricants orother monitoring, cleaning up, removing, operating fluids escape from a conhy1ning, tveating, detoxifying or vehicle part designed to ho|d, neubo|izin0, or in any way stone or receive them. This responding to, or assessing the exception does not apply ifthe effects of, ''pu||utanta^ "bodily injury" or "property Hmwevar, this paragraph does not damage" arises out of the apply tuliability for damages because intentional disoharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order orstatutory or fluids, or if such fuels, ' regulatory r*quin*ment, or such claim lubricants or other operating or "suit" by or on behalf of o fluids are brought on or to the governmental authority. pramioes, site or location with the intent that they be diaoharA*d, dispersed or Form SS000804 05 Page 5 of 24 g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or"property damage" arising while in practice or preparation for, a out of the cmvnemhip, main&mnonom, use or prearranged naoing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned wroperated byurrented activity. or loaned to any insured. Use includes 1. War operation and "loading orun|oading° "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury', however against any insured allege negligence or caused, arising, directly orindirectly, out of: other wrongdoing in the supervision, hiring, ' (1) VVar, including undeclared or civil war; employment, training ormonit�m monitoring _ by that insured, if the "occurrence" which (2) Warlike action by o military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use orentrustment tuothers of expected attaok, by any govmmment, any aircraft, "auto" or wabsncnyft that is sovereign or other authority using owned oroperated byorrented orloaned to military personnel orother agents; or any insured. (3) inmuneutimn, rebellion, nymo|ution. This exclusion does not apply to: usurped power, or action taken by M) 8watercraft vvhi|eashore onpremises governmental authority in hindering or defending against any uftheoe� you own orn*nt (2) Awatercraft you donot own that is: ]. Professional Servicee"Bodily injury''. "property damege" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to many persons out of the nendehng oyorfailure to render for acharge; any professional service. This includes (3) Parking an "auto`' on. or on the ways � but is not limited ;n� next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auio" is not owned by or services; rented orloaned toyou orthe insured; (2) Pmapahng, appnzving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ovvnerehip, dnmwinge, mpinions, napoMs, aurveya, maintenance or use of aircraft or field mrdona, change undem, designs or watercraft; drawings and apeuifioabona; (5) "Bodily injury" or "property damage" (3) Supmmiaory, inepection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Panegnaphf.(2) (4) K4edica|, ouqJica|, denta|, x-ray or or f.(3) of the definition of "mobile nursing services tpeatmant, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and iahired, chartered urloaned treatment, advice orinstruction; with a paid crew. Hovwever, this ' exception does not apply if the insured (6) Any service,treatment, advice or ' has any other insurance for such "bodily instruction for the purpose of injury" or "property damage", whether aPPeonancmorm�inenhannemen�.huir theoMherinaunynne iaphmary. exceae. remuva{ or rep|ecemen� nr personal oonbnQentoronunyotherbuain. grooming; h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury"or ^pnope�y dom�ge^ fiUbng, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment' products orhearing aid devices; by an ''euhz" owned or operated by or rented orloaned hoany insured; or BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1). (3) and (4) of this including but not limited h»examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preperation, fitting, demonstration or pnennisee, including the contents of such distribution of ophthalmic lenses and premises, rented ioyou for aperiod of7or similar products; fewer consecutive days. Aaeparmhe Limit (9) Any: of insurance applies to Damage To (a) Body piercing (nut including ear Premises Rented ToYou asdescribed in piercing); SeofiwnD.-LimibaOf|nounanoe . (b) Tattooing, including Paragraph (2) of this exclusion does not '^yourw/Vrk'' to the insertion of pigments into or apply if the premises are and �and under the akin' were never occupied,rented or held for rental by you. (#) Similar mmm' i���� Paragraphs (3)and (4)ofthis exclusion do (10) Services in the practice of pharmacy; not apply hothe use ofelevators. and Paragraphs (3), (4)' (5) and (6) of this (11) Computer cpnau|bng, design or exclusion do not apply to liability assumed programming aemimaa, including web under asidetrack agreement. site design. Panagnapha(3) and (4)ufthis exclusion do Panagrapho(4) and (5)ofthis exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under tmperform operations atajob site. Paragraph 1.e.inSection A A. - Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply tm"property damage" included inthe "Property damage" to: ^producta-oomp|etadoperations hezand" (1) Property you owm, rent or occupy, L Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred byyou, mrany other person, arising out ofitorany part ofit. organization or onbty, for repair, nm. Damage To Your Work n*p|euamerd. enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reauon, including out ofitorany part ofitand included inthe prevention of injury to m person or "prod uc1e-oomp|ehadoperations hazavd" damage tnanother'aproperty; This exclusion does not apply if the (2) Premises you ae||, give away or damaged work or the work out of which abandon, ifthe "property damage" arises the damage arises was performed onyour out ofany part ofthose premises; behalf byasubcontractor. (3) Property loaned tuyou; ' n. Damage To Impaired Property Or (4) Personal property Property Not Physically Injured mrcontrol ofthe ineun*d "Property damage" to "impaired property"' (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, eheinQ out ' subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the ''property damage" or"your wmrk^;ur arises out ofthose operations; or (2) A delay or failure by you or anyone (6) That particular part of any property anti behalf to �o acting on yourperform o that must be o*etored, repaired or contract or agreement in accordance replaced because ''your work" was with its terms. incorrectly performed onit. This exclusion duaa not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" ur"your work" after iihas been put toits intended use. Form SS 000004 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title ofany literary orartistic work; Property Arising out ofanoffense committed by Damages claimed for any |meo, cost or aninsured whose business is: expense incurred by you mrothers for the (a) Advertising, broadcasting, |wea of use, withdnewa|, reooU, inepectian, publishing or telecasting; napair, replacement, adjustment, removal `b) Designing or determining content ordisposal ot ofweb sites for others; or (1) "Your product"; ` (c) An Internet search, access, (2) "Your work"; or content orservice provider. (3) "Impaired property"; Hmwever, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of known or suspected defect. Liability And Medical Expenses dmfioiency, inadequacy or dangerous Definitions. condition init. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out oforal, writt itself, is not considered the business publication of material, if done by or at of advertising, bnomdcmebng, the direction of the insured with publishing ortelecasting; knowledge ofits falsity; (9) Arising out ofenelectronic chat room (2) Arising out oforal, written or electronic or bulletin board the insured hoota ' publication of material whose first' owns or over which the insured publication took on took place before the � beginning ofthe policy period; (10)Ahuing out of the unauthorized use of (3) AhoinQout ofeuhnnino|mdoommi�ed an�he�anom�or�rodu/��nyoure+m�i/ byoratthe direction ofthe insured; addreas, domain name ormebztage. or any other similar tactics to mislead (4) Arising out of any breach of oontnact, another'spotential customers; except on implied contract to use "advertising (11)Arising out of the violation of a enother'm idea. in your "advertisement"; . pemone right of privacy created by any state orfederal act. (5) Arising out of the failure of goods, products or services to conform with' Hmwev�r, this exclusion does not any statement of quality or ePP|y to liability for damages that the performance made in your insured would have in the absence of ° "advertisement"; auchyiateurfedeneie���' ptimn of (6) Arising out ofthe wrong description � Arising out of: the price ofgoods, products nrservices; (m) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of oopyhght, patent tnademarh, trade others onyour web site; name, d t k a o. trade e secret, service mar or (c) Content from a web site o/ others other designation of origin or displayed within a frame or bonder authenticity. onyour web site. Content includes Hmaever, this exclusion does not infonnaiion, code, aounda, text, apply to infringement, in your graphics orimages; or "advertisement", of (d) Computer uode, software or (e) Copyright; programming used toenable: (b) S|ogan, unless the slogan is also (i) Your web site; or atradem trademark, trade a . na * name. service (ii) The presentation urfunctionality mark orother designation oforigin of on "advertisement" or other orauthenticity; or content onyour web site; Page 8 of 24 Form SSQD08g4 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any aboohs' bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer', director, stockhm|der, partner or member ofthe insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "Bodily injury" or"personal and advertising injury" to: (1) Aperson arising out ofany: (a) Refusal hmemploy that person; (b) Termination of that permon,s employment; or (c) practices, polioiea, ads or omissions, such as coenc|on, damoUon, eve|uudun, n*neaiOnment, diaoip|ine, defamation, harassment, humiliation or diachmination directed at that person; or (2) The spouse, ohi|d, parent, brother or sister of that person as m consequence of "bodily injury" or "pemuno| and advertising injury" to the person at whom any of the employment -related practices described inParagraphs (a).(b).or(c) above iadirected. (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. (1) "Bodily injury", "property damage" "personal and advertising inju arising out of the "asbestos hazard". (2) Any damages, judgments, settlemen loss, costs or expenses that: 11 (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury mrdamage nfany nature orkind to persons or property which would not have occurred in whole or in part but for the "asbestos hazord°; (b)Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor' clean up, nemove, encapeu|ate, contain, treat, detoxify or neutralize or in any way respond tumrassess the effects ofen"asbestos hazand'';ur (c) Arise out of any claim or suit damages because of testing monitoring, cleaning up, removin encapsulating, containing, treatin detoxifying or neutralizing or 'in a way responding to or assessing t effects of an "asbestos hazard". t. Violation Of Statutes That Govern Mails, Fax, Phone Calls Or Oth Methods Of Sending Material "Bodily injury", "property damage", "personal and advertising injury" arisi directly or indirectly out of any action omission that violates or is alleged (1) The Telephone Consumer Protecti Act (TCPA), including any amendme of or addition to such law; any amendment of or addition to su law; or (3) Any statute, ordinance or regulatio other than the TCPA or CAN-SPAM of 2003, that prohibits or limits t sending, transmitting, communicating distribution of material or informatiot. I Damage To Premises Rented To You - Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or �6rrrr�ssi#n of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insuratce. Form SS 00 08 04 05 Page 9 of 24 2. Applicable ToMedical Expenses Coverage Newill not pay expenses for "bodily injury": a. Any Insured Toany insured, except "volunteer vmrkers° b. Hired Person Tooperson hired todowork for orunbehalf of any insured ora tenant mfany insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Lays To a penaon, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation ordisability benefits law mresimilar law. a. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic Included with the "prod ucts-completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. 1. If you are designated in the Declarations as: a. An individual, you and your spouse a insureds, but only with respect to tl conduct of a business of which you are tf sole owner. b. A partnership or joint venture, you are insured. Your members, your partners, ai their spouses are also insureds, but only wi respect to the conduct of your business. c. A limited liability company, you are insured. Your members are also insured but only with respect to the conduct of yo business. Your managers are insureds, b only with respect to their duties as yo d. An organization other than a partnershii joint venture or limited liability company, yc are an insured. Your "executive officers" ar a directors are insureds, but only with respe to their duties as your officers or director Your stockholders are also insureds, but on with respect to their liability as stockholders e. Atrust, you are oninsured. Your trustees are also inaurede, but only with respect to their duties amtrustees. 2. Each mfthe following iaalso aninsured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related tathe conduct of your business, or your "emp|oyaeo", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct ofyour business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are apartnership orjoint venture).toyour members (if you are a limited liability oompany), or to e 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 ofyour business; (b) To the epuuae, ohUd, parent, brother or sister of that oo- ^ennp|uyea" or that "volunteer mmrhe/' as a consequence of Paragraph (1)(a)above; (c) For which then* is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (i)(a) or (b)above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of pnovng pnzeasiona| health oena services, Paragraph (d) does not apply to any nume, emergency medical technician urparamedic employed by you tnprovide such services. (2) "Property damage" tuproperty: (a) Owned, occupied orused by, (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). snw��� 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 propei, 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. 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: 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; and 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. M- - a --=- 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 M"k7ar& to that person or organization for this liability. 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. 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 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 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. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified 'in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections' adjustments, tests or eubdivioion, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally po|icy, provided the injury ordamage occurs undertakes to make in the usual subsequent to the execution of the contract or course of buainsee, in connection agreement, orthe issuance ofthe permit. with the distribution mrsale ofthe A p*namn or organization is on additional products; insured under this provision only for that (f) Demonstration, inptoUabon, period of time required by the contract, servicing or repair operations, agreement orpermit. except such operations performed However, no such person or organization is an at the vendor's premises in additional insured under this provision ifsuch connection with the am|e of the person or organization on is included as an � additional insured by an endorsement issued (g) Products which, after distribution by us and made m pad of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as m as additional insureds under the specific uonteiner, 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; nr a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendo�, b��only v�th respect to negligence of the vendor for its , "bodily injury" or"property damage" ehainQ own acts or omissions or those of out of "your products" which are distributed its employees or anyone else or sold in the regular course of the vendor's acting onits behalf. However, this business and only if this Coverage Part exclusion does not apply to: provides coverage for "bodily injury" or (|) The exceptions contained in "property damage" included within the Subparagraphs (d)or(f);or "pnoducts-oomp|ebedoperations hazund^ (U) Such inspections, adjustments, (1) The insurance afforded to the vendor �a� or servicing as the vendor is subject to the following additional has agreed tomake ornormally exclusions: undertakes tmmake inthe usual This insurance does not apply to' � course of business, in connection with the distribution (a) "Bodily irjury" or "property orsale ofthe products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such pnududu liability in a contract ��� or agreement. ' or any ingredient part or container, This exclusion does not apply to ' ' entering into, accompanying or liability for damages that the containing such producb � vendor would have in the absence nythe contract nragreement; 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 0ztheir liability for "bodily "property in the product made intentionally injury", damage" or "pemona| bythe vnndor and advertising injury" � oouaod` in whole or in part, by your (d) Hopockuging, except when maintenanca, operation or use of unpacked solely for the purpose of equipment leased to you by such inepection, demonutmUon, hoobnQ, person ororganization. or the substitution of podo under instructions from the monutyotuner, and then repackaged in the original container; (2) With respect to the insurance afforded e. Permits issued By State Or Political to Uleoa additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes p1oma after only with respect to operations youo�aa�tm|�mee�h��equipm�nt� performed byyou oronyour behalf for c. Lessors OfLand OrPremises which the state or political subdivision (1) Any person or organization from has issued apermit, whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional inaunada, 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 hoyou. or "personal and advertising (2) With respect 0othe 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 ''mooumanue" which takes (b) "Bodily injury" ur"property damage" place after you cease tolease that included within the "products - land or be a tenant in that completed operations hazend" premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition iunot aninsured 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, inwhole or (1) Any architect, engineer, orsurveyor, in part, . byyour acts ormmienionaor only with respect to liability for "bodily the ads or omissions of those acting injury'. "property damage" or"personal onyour behalf: and advertising injury" caused, in whole (a) In the pedbnnenum of your or in part, by your acts or omissions or ongoing operations; the acts oromissions ofthose acting on (b) in connection with your premises your behalf. owned byorrented toyou; or (a) In connection with your promioea� ' (c) |nconnection 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 oronyour behalf. (1) The written contract orwritten (2) With respect tothe insurance afforded agreement requires you to to these additional insurede, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (i|) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or ^pemmne| and advertising injury" "property damage" included arising out of the rendering oforthe within the "products - failure to render any professional completed operations hazard^ services byorfor ymu including: ' � (2) With respect to the insurance afforded (e) The prepehng, approving, or to these additional inaurede, this failure to prepare or opprove, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or roports, eumeyn, field orders, "personal and advertising injury" change urdom, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervioory, inop*oUon, architectural, engineering orsurveying architectural or engineering oewioes, including: activities. Form SS 00 08 04O5 Page 13mf 24 BUSINESS LIABILITY COVERAGE FORM (a) The prepahng, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises mapo, shop drawinga, npiniona, while n*mbad to you or hsmpunahh/ reports, muweyo, field orders, occupied by you with permission of the change ondens, designs or mwner, arising out of fire, lightning or drawings and specifications; ur explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b abovo, whichever activities. applies, the most wmwill pay for the sum nfall The limits mfinsurance that apply bJadditional damages because of all "bodily in]ury°, insureds are described in Section D.—Limitm "property dmnnoAe" and medical expenses Of|neunanoe. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses inSection E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown inthe Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. ahove, the most wewill pay for company that ianot shown eseNamed Insured in the sum of all damages because of all the Declarations. "personal D. LIABILITY AND MEDICAL EXPENSES any one person ororganization iathe Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1, The Most W*Will Pay 5. Damage To Premises RentedTmYouL7mm� The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You mmwill pay regardless ufthe number of: Limit iethe most wewill pay under Business Liability Coverage for damages because of a.Insureds; "property damage" to any one premises, while b. Claims made or"auiba^brought; or rented toyou, orinthe case ufdamage byfire, c. Persons or organizations making claims or lightning or exp|oaion, while rented to you or bringing ''auito" temporarily occupied byyou with permission of 2. Aggregate Limits the owner. The most wewill pay for: /n the case of damage by fire. lightning or explosion, the Damage tmPremises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event whether such "prod uoto-nomp|etedoperations hazard" io damage results from fire, lightning orexplosion the Produota-Comp|ebed Operations orany combination ofthese. Aggregate Limit shown in the Declarations. 6. How Limits Apply ToAdditional Insureds b' Damages because of all other "bodily The most we will pay on behalf ofa person or injury". "property damage. or .paroonal organization who in an additional insured and advertising in]ury".including medical under this Coverage Part inthe lesser of: expennea, iothe General Aggregate Limit a. The limits of insurance specified in a shown inthe Declarations. written contraot, written agreement or This General Aggregate Limit applies permit issued by a otehy or political separately to each of your ^|ucaUone^ subdivision; or ' owned byorrented 0oyou. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. . auma or connecting |oto, or premises Such amount shall be a part of and not in whose connection is interrupted only by addition to the Limits of Insurance shown in otreet, roadway or right-of-way of a the Declarations and described inthis Section. FA If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this limit set forth in Paragraph 3. above. separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be of deten-nining the Limits of Insurance. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS Bankruptcy or insolvency of the insured or of the inoured's estate will not relieve uaoJour obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You urany additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in o claim. To the extent possible, notice should include: (1) How, when and where the "oocunenoe" uroffense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the ^ocourrenoa''oroffense. 11, U e claim is made or "suit" is brought against any insured, you orany additional insured must: (1) Immediately record the specifics ofthe claim or "suit" and the date received; and (2) Notify usamsoon aepracticable. You orany additional insured must see to it that we receive m written notice of the claim or^auit'aasoon aopracticable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) immediately mend um copies of any dennonde, noUcea, summonses or legal papers received in connection with the claim or"auif'; (2) Authorize us to obtain records and other information; . (3) Cooperate with uainthe investigation, settlement of the claim or defense against the `^suit"; and (4) Assist us, upon our nmquest, in the enforcement o[any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The |nsummd"s Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance Ifwecover aclaim or"suit"under this Coverage Fart that may also be covered by other insurance available to an additional inourud, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. Hmwever, this provision does not apply to the extent that you have agreed in a written contnact, written agreement or permit that this insurance is primary and non-contributory with the additional inauned'aown insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "oncurrenou'', ufena*, claim or ^suit" is known to: (1) You nrany additional insured that is an individual; (2) Any partner, if you or on additional insured ieepartnership; (3) Any manager, if you or an additional insured iealimited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured isecorporation; (5) Any truahee, if you or an additional insured iootrust; or (6) Any elected orappointed official, Jyou or an additional insured is a political subdivision urpublic entity. Form SS 00U8 0405 Page 15of 24 This Paragraph f. applies separately to you and any additional insured. a. When this policy is certified 'ro f 0 financial responsibility for the fusturpe u0nde the provisions of any motor vehicl financial responsibility law, the insuranc provided by the policy for "bodily injury' liability and "property damage" liability wil comply with the provisions of the law t the extent of the coverage and limits o insurance required by that law. b. With respect to "mobile equipment" t which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or othe coverage required by any motor vehicil law. We will provide the required limits fo those coverages. 4. Legal Action Against Us No person or organization has o right under this Coverage Form: a. To join us as a party or otherwise bring us into e "suit" asking for damages from mn insured; or b. To sue usonthis Coverage Form unless all of its 0snmo have been fully complied A person ororganization may sue uato recover on an agreed settlement ornn afinal judgment against an insured; but we vviU not be liable for damages that are not payable under the terms cf this insurance or that are in exo*eo of the applicable limit of insurance. An agreed settlement means a settlement and na|eeee of liability signed by ua, the insured and the claimant orthe claimant's legal representative. 5. Separation Of Insureds 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. Byaccepting this policy, you agree: (i) The statements in the Declarations are ocounaba and complete; (2) Those statements are booed upon representations you made tous; and (3) We have issued this policy inreliance 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 ofsuch 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 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. b. Excess Insurance This insurance is excess over any of the ,tther insurance, whether primary, excesu, contingent or on any other basis: That is Fire. Extended Coveraya, 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 Vmnnpureh|y occupied by you with permission cJthe owner; (3) Tenant Liability That iainsurance purchased byyou hz cover your liability as m tenant for "property damage" topremises rented to you or temporarily occupied by you with permission ofthe owner; (4) Aircraft, Auto Or Watercraft |fthe loss arises out ofthe maintenance oruse mfaircraft, ^euton^orwatercraft ho the extent not subject toExclusion g.of SendonA.—Covenageo. (5) Property Damage To Borrowed Equipment OrUse Of Elevators If the |oae oheeo out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Z6) 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, orproducts and completed openaUons, for which you have been added auamadditional insured bythat inmunance'. or (7) When You Add Others As An Additional Insured To This Insurance That isother insurance available to an additional insured. Hmwever, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in ewhtten oontnact, 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 o. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written con1nsot, written agreement or permit that this insurance is primary and non-contributory with the additional ineured'e own inounance, this insurance ie primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance howhich the additional insured has been added as an additional insured. When this insurance is exoena, we will have no duty under this Coverage Part to defend the insured against any ''ouit'ifany other insurer has a duty to defend the insured against that ^muif' If no other insurer defendo, we will undertake to do ao, but vvewill be entitled to the ineunad'e 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 any other insurance that is not described in Limits of Insurance shown in the Declarations of this Coverage Part. If all the other insurance permia contribution by equal shares, we will follo this method also. Under this approac each insurer contributes equal amoun until it has paid its applicable limit insurance or none of the loss remain. 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 SS00080405 Page 17 of 24 COVERAGES 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 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 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 organization(s) 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 lbWith respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) An "occurrence" which takes place after you cease to be o henord in that premises; or (2) Structural altenationa, new construction or demolition operations performed by or on behalf of such person ororganization. 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 organization(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 organization(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 5. 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 person(s) or organization(s) 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 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" 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. 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 BUSINESS LIABILITY COVERAGE FORM insured —State Or Political Subdivimimn- (e) Any failure to make such Permitn, but only with respect to inspections, adjuebmenta, tests or operations performed by you or on your servicing outhe vendor has agreed behalf for which the state or political to make ornormally undertakes 0u subdivision has issued mpermit. make in the usual course of b. With respect to the insurance afforded to businean, in connection with the these additional insunedm. the following distribution orsale ofthe products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed `'personal and advertising injury" a� the vendor's premises in connection with the a�|e of the aheingout ofope�bonwpe�omnedfor product; the state mrmunicipality; wr "Bodily injury" or "property damage"' ��� Products which, after distribution(2) included in the "prmduct-oornp|ehed orsale byyou, have been labeled openationm''hm��rd � or relabeled or used as a container, part oringredient ofany 7. Additional Insured —Vendors other thing orsubstance byurfor a. WHO |SANINSURED under Section C.im the vendor; mr amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred tobelow eavendor) shown inthe negligence of the vendor for its Declarations as an Additional Insured - uvvn acts or omissions or those of Vendur, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting onits behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage part Subparagraphs (d)or(f); or provides coverage for "bodily injury" or "property damage" included within the (!1) Such inspections, "products -completed operations hazard" ocUuutments, tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed to subject tuthe following additional exo|ueione make or normally undertakes� hnmake inthe usual course of (1) This insurance does not apply to: buoinoea, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply h»any reason of the assumption of insured person or organization from liability inocontract oragreement. whom you have acquired such This exclusion duae not apply to producin, or any ingredient part or liability for damages that the containor, entering into, vendor would have inthe absence accompanying or containing such ofthe contract oragreement; products. (b) Any express warranty 8. Additional Insunsd—ContmofUing Interest unauthorized byyou� ' VVHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) ororOanizabon(e)shown in the bythe vendor; Declarations as an Additional Insured — (d) Repackeging, unless unpacked Controlling |ntereat, but only with respect to solely for the purpose nfinspection, their liability arising out of: demunutns8on, testing, or the a. Their financial control ofyou; or substitution of parts under b. premises they own, maintain or control instructions from the manufacturer, while you lease oroccupy these premises. and then repackaged inthe original container; WHO IS AN INSURED under Section C. amended to include as an addition insured the person(s) or organization( shown in the Declarations as an Addition Insured — Owner, Lessees Or Contractor but only with respect to liability for "bodi injury", "property damage" or "person, and advertising injury" caused, in whole 1, in part, by your acts or omissions or tV, acts or omissions of those acting on yoi (1) In the performance of your ongoir operations for the addition insured(s); or (2) In connection with "your worl performed for that additional insurE and included within the "product completed operations hazard", b only if this Coverage Part providE coverage for "bodily injury" i "property damage" included within tV "products -completed operatior b. VTith respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, orfailure to prepare or approve, mmpm, shop dxawinge, upinione, napode, surveyo, field orders, change orders, designs or drawings and speo|fioationa;or (2) Supen/ieory, inspection, architectural or engineering activities. 10.Addit|onal insumed—Co~OwnerOfInsummd Premises 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 as an Additional Insured — Co - Owner Of insured Premiaes, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Mow 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 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS Y. "Advertisement" means the widespread public dissemination of information or images that has the purpose ofinducing the sale ofgoods, products orservices through: m. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of e web site that is about goods, products or morvimae for the purposes of inducing the sale ofgoods, products orservices; mr c. Any other publication that is given widespread public distribution. However, ^adverbnement"does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for on "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the eduu| or alleged properties of asbestos and includes the mere presence ofasbestos inany form. 4. "Auto" means a land motor v*hio|e, trailer or semi -trailer designed for travel on public roadn, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained byaperson and, ifarising out ofthe above, mental anguish ordeath uiany time. 6. "Coverage territory" means: a. The United States ofAmerica (including its territories and possessions), Puerto B]oo and Canada; , b, International waters or airspace, but only if the injury ordamage occurs inthe course of travel or transportation between any places included ina.above; c. All other parts of the world if the injury or damage arises out of: (1) Goods orproducts made ursold byyou inthe territory described ina.above; (2) The activities ofaperson whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the inauned'a responsibility to pay damages isdetermined inthe United States cf Amehoa (including its banitohma and possessions), Puerto Rico or Canadm, in a `'suit" on the merits according to the substantive |evv in such tmrritory, or in a settlement weagree to. 7. "Electronic data" means infomnobun, facts or programs: a. Stored aaoron� . b. Created or used on; or computer eo8»vena, including systems and applications sofwmre, hand or floppy disks. CD-ROMS, bapen, dhmmo, ce||o, data processing devices or any other media which are used with electronically controlled equipment. 8, ''Employae" includes e "leased worke�. "Employee" does not include e "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your ohader, oonstituUon, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable orbreaks out from where itwas intended tobe. 11' "Impaired property" means tangible property, other than "your product" or"your wmrk". that cannot be used or is less useful because: b. You have failed to fulfill the terms of a contract oragreement; ifsuch property can berestored house by: a. The repmir, rep|moement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or 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 or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve mapu, shop drawings, opiniona, reports, surveym, field orderm, change ordem, designs or drawings and specifications; or (b) Giving directions or instructions, orfailing &ogive them, ifthat iethe primary cause of the injury or damage; or (2) Under which the insuned, if an arohitect, engineer or aurveyor, assumes liability for an injury or damage arising out of the iomuned'm rendering or hsi}una to render professional eewioes, including those listed in (1) above and oupawiaury, inepeoLimn, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, toperform duties related tothe conduct uf your business. "Leased worker" does not include a"temporary wmrke/' 14. "Loading orunloading" means the handling oy property: a. After itiomoved from the place where itia accepted for movement into or onto an aincnaft, watercraft or''outo"; b. While K is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an ahrcrmft, watercraft or"euto^hothe place where it is finally delivered; but "loading orunloading" does not include the movement oYproperty bymeans ofomechanical Uavma, other than a hand 1mok, that is not attached Vzthe aircraft, watercraft or^autu" 15. "Mobile equipment" means any ofthe following types ofland vehicles, including any attached machinery orequipment: a. Bu||dozem, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next 0»premises you own orrent; u' Vehicles that travel oncrawler tnsndn� . d. Vehicles, whether self-propelled ornot, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers ordrills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b.' c., urd. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air comppyseona, pumps and Aeneru0ona, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment or (2) Cherry pickers and similar dswimae used buraise orlower workem� . f. Vehicles not described in a., b., c., or d. above maintained primarily for puq000ua other than the transportation ufpersons or cargo. Hmmever, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment of at least 1,008 pounds gross vehicle weigh1, designed primarily for: (a) Snow removal; (k) Road maintenonce, but not construction orresurfacing; 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 oompreenom, pumps and genaroboro, including spnayng, welding, building cleening, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous orrepeated exposure tosubstantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily in/ury''.arising out ofone mrmore ofthe following offenses: a. False arrest, detention orimprisonment; b` Malicious prosecution; c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of phvate correction, repair or replacement but occupancy of o raom, dwelling or which is otherwise comp|ete, will be premises that the person 000upiee, treated macompleted. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or|eeamr� , must occur away from premises you own d. Ona|, written or electronic publication of or rent, unless your business includes the material that slanders orlibels aperson or eoUing, handling or distribution of "your organization or disparages a penson`s or product" for consumption onpremises you organization'ogoods, products orservices; own orrent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a penaon^o right of "property damage" arising out of: privacy; (1) The transportation of property, unless f. Copying' in your "advertisement", o the injury or damage arises out of o pereon's or organizatinn'a "advertising condition inmronmvehicle not owned idea" orstyle of°advmrUoement'; oroperated byyou, and that condition g. Infringement ofcopyright, e|ogon, or title of was cn*mh*d by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured; . h. Discrimination orhumiliation that results in (2) The existence of hmo|o. uninsta||ed injury to the feelings or reputation of o equipment or abandoned or unused natural person. materials. 18. "Pollutants" means any so|id. Uquid, gaseous or 20. "Property damage" means: thermal irritant or oontanninant, including smoke, a. Physical injury to tangible pnoperty, vapor, eout, fumea, euido, a|ka|ia, chemicals and including all resulting |oaa of use of that waste. Waste includes materials toberecycled, property. All such |oao of use eheU be reconditioned orreclaimed. deemed to occur at the time of the 19. "Prod ucts-comp|eiedoperations hozard"; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss ofuse oftangible property that isnot damage" occurring away from premises physically injured. All such |asa of use you own orrent and arising out of"your ehui| be deemed to occur at the time of product" or"your work" except: ''oocumencs^that caused it. (1) Products that are still in your physical As used in this definition. "electronic duha" is possession; or not tangible property. (2) Work that has not yet been completed 21. ''Suit" means o civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury''. "property will be deemed to be completed at the dumaQa" or "personal and advertising injury" earliest ofthe following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such ��lVVhenu||ofthewoM«h/bedonma� damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract oa||a for work at our ounaen� tor more than one job site. b. Any other alternative dispute resolution M When that part ofthe work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person on or ouruons�nt . organization other than another 22."Temporary worker" means e person who is contractor or subcontractor furnished toyou tosubstitute forapermanent working onthe same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means eperson who: a. |onot your ^emp|oyee^; Form 'SS00880405 Page 23of34 b. Donates his cxher work; c. Acts at the direction of and within the scope ofduties determined byyou; and d. Is not paid a #em, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods urproducts, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or eemeta you have acquired; and (2) Containers (other than vehicles), materials, puKa or equipment furnished in connection with such goods orproducts. b, Includes: (1) Warranties orrepresentations made sd any time with respect to the fitneae, qua|ity, dunybi|ity, performance oruse of"your producy';and (2) The providing of or failure to provide warnings orinstructions. c. Does not include vending machines or other property rented toorlocated for the use ofothers but not sold. 25."Your wmrk": a. Means: (1) Work oroperations performed by you mrmnyour behalf; and (2) Mateha|e, parts or equipment furnished |nconnection with such work or operations. b. Includes: (1) Warranties orrepresentations made od any time with respect to the fitness, que|ih/, durability, performance oruse of"your mmrk";and (2) The providing of or failure to provide warnings or instructions. CALWORNIA FORM 0 FAIR POLITICAL PRACTICES COMMISSION A PUBI-116 DOCUMENT, 0 W M, Agency: Position: 2. Jurisdiction of Office (Check at least one box) E] State D Judge or Court Commissioner (Statewide Jurisdiction) 0 Mufti -County El County of ACity of 0 El Other 3. Type of Statement (Check at least one box) Annual: The period covered is January 1, 2015, through El Leaving Office: Date LeftJ ---- J_ December 31, 2015. (Check one) -or- The period covered is I through 0 The period covered is January 1, 2015, through the date of December 31, 2015. or- leaving office, El Assuming Office: Date assumed 0 The period covered is through the date of leaving office. E] Candidate: Election year and office sought, if different than Part 1; Schedules attached E] Schedule A-1 - Investments - schedule attached E].Scheduh ❑ Schedule A-2 - Investments - schedule attached EJ Scheduli ❑ Schedule B - Real Property - schedule attached EJ Scheduh .o r. Including this cover page: C - Income, Loans, & Business Positions - schedule attached 0 - Income - Gifts - schedule attached - - Income - Gifts - Travel Payments - schedule attached 5. Verification MAILING ADDRESS STREET CITY STATE ZIP CODE I have used all reasonable diligence in preparing this statement, I have reviewed this statement and to the best of my knowledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a public document, I certify under penalty of perjury under the laws of the State of California that the Aforegolin is true and correct. Date Signed Signature "'o lhe originally signed statement with your filing official FPPC Form 700 (2015/2016) FPPC Advice Email: advice@fppc.ca.gov FPPC Toll -Free Helpline: 866/275-3772 www.fppc.ca.gov, MEMORANDUM TO: Frank J. Spevacek, City Mana FROM: Rita Conrad, Finance Director M RE: Rogers, Anderson, Malady & Scott LLP Attached for your signature is the Contract Amendment No. 2 with two (2) original Amendments for Rogers, Anderson, Malody & Scott LLP. Please sign the attached agreement(s) and return it to the City Clerk for processing and distribution. Requesting department shall chgck and attach the items below as appropriate: Contract payments will be charged to account number: A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with —X no reportable interests in LQ or _ reportable interests A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: —X— Approved by the City Council on 03/01/16. City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached to the agreement: —X— Insurance certificates as required by the agreement (initiated by Risk Manager on 02125116) Performance bonds as required by the agreement (originals) —X— City of La Quinta Business License #101556, expiration date: 11/30/16. Purchase Order number A revision was made to Amendment No. 3, within the "Recital" section to inclu e a reference to Amendment No. .