HomeMy WebLinkAboutPATHWAYS TO ADVENTURE (BAS FEDERATIONS) - 2008(9)
AGREEMENT TERMINATION
2�'Q JU!L 19 Pri �. I I
Please complete this form when the attached agreement is no longer in effaTY OF SANTA ANA
CLERK OF ((.,'OUNCIL
Return form to the Deputy Clerk of the Council (M-30). Call 647-5238 if you have any ques lions.
The agreement with
No. IV -cam=:- was completed on
and final payment has been made.
Department:�;�
Signature: 1-> 11 I )QA/OSQ
Date: 14 ) L Y
City of Santa Ana
Clerk of the Council
Revised 05-22-08
INSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
N-2008-091
I-a~-rya
CLERK OF COUNCIL
DATE: '~. /fS_p~ CONSULTANT AGREEMENT
G : Pav ~s 8 'mac . C ~-~
C~v l~~ -~,,,,npk,~r's THIS AGREEMENT made and entered into this 15` day of July, 2008 by and between the
Bass Federation dba Pathways to Adventure... an outdoor experience, aNon-Profit Public
Benefit Corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and
municipal corporation organized and existing under the Constitution and laws of the State of
California (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
outdoor education to provide Adventure Days and Fishing outings for the City's leisure
class program.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed incompliance with such standazds as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall provide outdoor adventure and/or fishing classes for the City's leisure
class program, as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $25,000.00 during the term of this Agreement.
b. Payment by City shall be made $10,000 upon execution of this Agreement. An
additional $10,000 payment shall be made on July 15, 2008 and the final payment of $5,000
shall be made on August 15, 2008.
3. TERM
This Agreement shall commence on the date first written above and terminate on
December 31, 2008, unless terminated earlier in accordance with Section 12, below. The term of
this Agreement may be extended upon a writing executed by the Executive Director of Parks,
Recreation and Community Services and the City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer s social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insureds) and shall include, but not be limited to protection against
claims arising from bodily and personal injury, including death resulting therefrom and damage
to property, resulting from any act or occurrence arising out of Consultant's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non-owned automobiles
c. Worker's Compensation lnsurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
e. [fConsultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability for personal injury.
damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors. subcontractors. agents.
employees. or other persons acting on their behalf which relates to the services described in
section I of this Agreement. The Consultant further agrees to indemnify, hold harmless. and pay
all costs for the defense of the City, including fees and costs for special counsel to be selected by
the City, regarding any action by a third party asserting that personal injury, damages, just
compensation, restitution. judicial or equitable relief due to personal or property rights arises by
reason ofthe terms of. or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary. Consultant agrees
that it shall not use or disclose such information except in the performance ofthis Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent ofthe other
party is covered by this Agreement.
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would contlict in any manner with performance of services specified under
this Agreement.
3
9. NOTICE
Any notice, tender, demand. delivery. or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section. to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copy to:
Executive Director of Parks, Recreation and Community Services
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 571-4235
To Consultant:
Pathways to Adventure
Steve Miller
27127 Cowpoke Court
Corona, California 92883
A party may change its address by giving notice in writing to the other party. Thereafter,
communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, communication shall be effective or
deemed to have been given twenty-four (24) hours after the time set forth on the transmission
report issued by the transmitting facsimile machine, addressed as set forth above. For purposes
of calculating these time frames, weekends, federal, state, County or City holidays shall be
excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms ofthis Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor
4
16. MISCELLANEOUS PROVISIONS
a. All Exhibits referenced herein and attached hereto shall be incorporated as iffully set
forth in the body ofthis Agreement.
IN WITNESS WHEREOF. the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
"-5
CITY OF SANTA ANA
D^~1JJ2
City Manager
~- .
-----
.~"~
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By:
La r Sheedy
Assistant City Attorn
PPROV AL:
THE BASS FEDERATION
Doing Business As
PA THW A YS TO ADVENTURE
~:tJM~~
Executive Director
Tax 10# 33-0967448
GERARDO MOU
Executive Director
Parks. Recreation and
Community Services Agency
6
EXHIBIT A
PATHWAYS TO ADVENTURE/PATHWAY TO ADVENTURE BASSERS
SCOPE OF WORK SUMMER 2008
Adventure Days
. (6) Sessions to be scheduled Tuesdays and Wednesdays from 9:30 am to 3:00 pm. Sessions to begin on July
15th and continue until completed.
. A minimum of 50 and a maximum of 120 participants per session
. (6) sessions to be conducted at Oak Canyon Lake.
. lncludes a wide range of educational stations designed to introduce camping, hiking, backpacking, fishing,
outdoor photography, orienteering (OPS/map and compass), and "Leave no Trace" principles
. Includes all necessary displays and equipment for all participants as well as staffing for proper instruction with
additional supervision provided by City recreation staff.
. Snacks and drinks provided to all participants
. Fully stocked and maintained lake at Oak Canyon Lake
Kids Fishing Derby and Family Resource Fair
. (I) special event to be scheduled on Saturday, August 2, at Centennial Lake for a maximum of 1,500
participants.
. Provides resource and information tables and interactive displays staffed by Pathways Ambassadors and
industry professionals.
. Includes a fishing tournament with prizes and awards
. Includes all necessary displays and equipment for all participants as well as staffing.
. Fishing License required for participants ages 16+
"Fishing Coach" Days
. (I) session to be scheduled on Saturday from 8:00 to 11 :30 am in August at Centennial Lake for a maximum of
250 participants.
. Includes follow up coaching and instruction to practice fishing skills, including casting, fish biology,
environmental stewardship, equipment, bait. etc.
. Will provide a limited amount of fishing pole and supplies for loan
. Fishing License required for participants ages 16+
Camp Fish - An Outdoor Overnight Experience
. (I) overnight experience held at Oak Canyon Lake limited to 35-50 kids along with chaperones and or staff
. Arrival time of3:00 p.m. and departure at 1:00 p.m. the following day.
. Tent accommodations allow for girls and boys sections. Will be using deluxe Wenzel and Kelty tents that sleep
up to 5 persons including one chaperone per tent.
. Outdoor chuck wagon BBQ dinner and pancake breakfast prepared and served onsite.
. Additional activities include outdoor crafts i.e. '''Make your own lure", games and Pathway's outdoor jeopardy
for awesome prizes.
. Campfire story teller and life's I 0 essentials
. Nighttime catfish fishing with lighted rods and lanterns
. Snacks will be provided including fireside smores and hot chocolate or apple cider
. Every participant will be given a choice ofa complimentary fishing rod or tackle box
. Sleeping bags will not be furnished but will be available for purchase at $15.00 each.
7
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
l. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its
officers, employees, agents, volunteers and representatives are named as additional insureds
("additional insureds") with regard to liability and defense of suits arising from the operations
and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or on
behalf ofthe named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance carried by or for the benefit of the
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits of liability. The inclusion of any
person or organization as an insured shall not affect any right which such person or organization
would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be cancelled, or
materially reduced in coverage or limits except after thirty (30) days written notice has been
given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270 I.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective
Policy #
Issued to
, this endorsement form as a part of
Named Insured
Countersigned by
Authorized Representative
8
WORKERS ' COMPENSATION DECLARATION
,::;;.;eue. l?1';(k!jk~rebY affirm under penalty of perjury, tbe
(NJlmcrfltlc)
following declaration:
, certify on behalf ofl?.::rI~~r!.u(1j'lt:/.---'-.e / that during the te~f my
r"7) ~ (0 niuuon N.mc~~s 7!' M"(''''''~ .t:5-.:s.-/.5
contract with the 1Zld.s ~ /pa;~o"J /)fI' , Cifyof Sauta Ana. I will not
employ any person in any manner so as to become su~iect to tbe workers' compensation
laws of California, and agree that if (should become subject to the workers'
compensation provisions of Section 3700 of the Labor Code, I shall fO.rthwith comply
with those provisions.
DATE:..;;;j~ 1~~f20..K
"/d~,,';-
.'-
,\,~;-' Telephone: (959 ~L).~- s..~h:::L...
"rr
,-.' /
U
WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS
UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRJMINAL PENALTIES
AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000). IN
ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR
IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES
--J!tCORD CERTIFICATE OF LIABILITY INSURANCE 1480177 I DATE (MMtDDNYYY)
'" 7/09/08
PRODUCER THIS CERTIFICAre IS ISSUED AS A MATreR OF INFORMATION
K & K Insurance Group, I.nc. ONLY AND CONFERS NO RIGHTS UPON lHE CERTIFICATE
1712 Magnavox Way HOLDER. lHlS CERTIFICATE DOES NOT AMEND. EXTEND OR
P.o. Box 233B ALTER lHE COVERAGE AFFORDED BY THE POLICIES BELOW.
Fort Wayne, In 46801
INSURERS AFFORDING COVERAGE NAICiI
INSURED INSURERA: NATIONWIDE LIFE INSURANCE COMP
THE BASS FEDERATION. INC
D/B/A TBF, INC. INSURERS; NATIONAL CASUALTY COMPANY
AND ITS MEMBER STATE FEDERATIONS lNSURERC:
2300 COLEMAN ROAD INSURERD:
PONCA CIty, OK 74604 INSURER E:
NLS
lHE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUREO NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITliSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIRCATE MAV BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO AL\.. THE 1ERMS. EXCLUSIONS AND CONCmONS OF SUCH
POlICIES. AGGREGATEUMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR DO' POLICY NUIIBER POUCY EfFECT~ POllCYEXPtAATION
UMlTS
~ERAL UABLIlY 12~01AM 12: OlJl..M ~ S 1000000
B l rlMERCIALGENERAL UABLITY KKOOOOO247500 1/27/08 1/27/09 P E S
ClAIMS MACE ~ OCCUR MEDEXP....,""',.....,) , 'OM
- Owners & Contractors PERSONAL IlADY INJURY $ 1000000
- GENERAL AGGREGATE S NONE
~LAG~rlEL'W~N'n~ PRODUCTS~COMPIOPAGG S 1000000
POLICY ~ LOG /Part Ln'l Liab I. 1000000
l.!.UTOMOBU LIAlWTY ccqlNEDSIHGLEUMtT S
m1 AUTO (Ea_
l-
f- AlLOWNEDAUTOS BODLY1NJURY
SCHEDULED AUTOS (PerpetSOl'll S
f-
~ HIRED AUTOS BODLYINJURY $
H NO~WNEDAUTOS (Pefeoeldent)
- -
PROPERTY DAMAGE
I fPO<""",",1 .
RGEUMILIfY AUTO ONLY _EAACCIDENT ,
_AUTO OTHER THAN EAACe ,
AUTO ONLY: AGG S
:=JCESSAJMBRELLAUABIU'CY EACH OCCURRENCE .
OCCUR 0 ClAINSMAOE '..' r. ,'ORM AGGREG/>'" .
.
~ DEOUCT1flLE 1/ ) ,/ S
RETENTJQtl . , I S
WORKERS COMPENSATION AND 'YYAM-{, './-+-- I T~"TA-W-~ I Iogi-
_-1-0/ -.:" . 1 OJ.MI
EMPLOYERS' UABlUTV j
ANY PROPRlETOfWARlNERJEXECl1TM:. ,._ ~i~i,~ EL EACH ACCIDENT ,
OfFlCERtMErolBER EXClUDED? .ji . ....)
t'. 'I'..... "f.... E.L.DISEASE-EABiA.OYEE S
~i?:~~~Sbeklw '>.>1....' J
E.L. DlSEASE. POLICY UMtT ,
OTHER 12: ClAM I 12:01AM IAD&D NONE
A Participant Accident SPXOOO3283BOO 1/27/08 1/27/09 Primary Medical NONE
Excess Medical NONE
I week!;:' Indemnitv x NONE
DESCRPTICN OF OPERAl1ONS 1 L.QCATlONS IvatlCLESI EXCWSIONS ADDeD BYENDORSEMENT I SPEClALPROVIStoNS
EVENT , PATHWAYS TO ADVENTURE BASSERS/ADVENTURE DAY DATES: 7/1-8/30/08
LOC: OAK CANYON PARK & CENTENNIAL PARK, CA CERT. HOLDER IS NAMED ADDITIONAL
INSURED AS RESPEcrS THEIR INTEREST IN THE OPERATIONS OF THE NAMED INSURED.
COVERAGES
CITY OF SANTA ANA, ITS OFFICERS,
EMPLOYEES, AGENTS r VOLUNTEERS AND
REPRESENTATIVES
20 CIVIC CENTER PLAZA
SANTA ANA, CA 92701
T V 77
ACORD Z5 (ZOOlI08)
CANCELLATION
SHOULD AHY OF THE ABOVE DESCRIBED POLICIES BE GANCEL1.ED...REFORf THE EXPIRA noN
DATE THEREOf, THE iSSUING INSURER wu..L. ENDEAVOR TO MAl.. 30 DAYS WRITTEN
NOTICE TO THE ceRTtFtcATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHAl.L.
IMPOBE NO OBLIliATtoN OR UAB/UIY OF Nf'( KIND UPON THE
REPRESEHTATtVE
AUTHORIZED REfIRES
ON 198B
CERTIFICATE HOLDER
National Casualty Company
ENDORSEMENT
NO. 0000
ATTACHED TO AND eNDORSEMENT EfFECTlYE DATE
FORMING A PART OF {12:01 A.M. 8TANDARD 11ME} NAMED INSURED AGEHT:NO,
POUCY NUMBER
KKOOOOOOO0247500 01/27/08 THE BASS FEDERATION, INC (SEE KR-SP-1)
DBA: TBF, INC.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSUREDS OWNERS AND/OR LESSORS OF PREMISES,
SPONSORS OR CO-PROMOTERS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL UABILITY COVERAGE PART
The policy is amended to include as an additional Insured
any person or organization of the types indicated by an ''J('' in
any boxes shown below, but only with respect to liability
arising out of your opera1ions:
[!] Owners and/or lessors of the premises leased,
rented, or loaned to you, subject to the following ad-
ditional exclusions:
a. This insurance applies only to an "occurrence'
which takes place while you are a tenant in the
premises;
b. This insurance does not appty to "bodily
injury" or "property damage" resulting from
structural alterations, new construction or
demolition operations performed by or on
behalf of the owner and/or lessor of the
premises;
c. This insurance does not apply to liability of the
owners and/or lessors for "bodily injury" or
"property damage" arising out of any design
defect or structural maintenance of the premises
or loss caused by a premises defect
With respect to any additional insured included un-
der this policy, this insurance does not apply to any
negligence of such additional insured.
[!] Sponsors
DCa-Promoters
o Any indMdual person(s) or organization(s) listed below:
DATE
AUTHORIZED REPRESENTATIVE
KR-GL-56 (4-07)
Page 1 of 1
,/
POLICY NUMBER: KKOOOOOOo& /500
(,
COMMERCIAL GENERAL LIABILITY
CGOO011204
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read
the entire policy carefully 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 Deciaratlons, and any
other person or organization qualifying as a Named In-
sured under this policy. The words 'we', 'us' and 'our'
refer to the company providing this insurance.
The word 'insured' means any person or organization
qualifying as such under Section 11- Who Is An Insured.
Other words and phrases that appear in quotation marks
have special meaning. Refer to Section V -Definitions.
SECTION I-COVERAGES
COVERAGE A BODILY INJURY AND PROPERTY
DAMAGE LIABILITY
1. Insuring Agreement
a. We will pay those sums that the insured becomes
legally obligated to pay as damages because of
'bodily injury" or 'property damage" 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' or "property damage'
to which this insurance does not apply. We may,
at our discretion, investigate any 'occurrence" and
settle any claim or "suit" that may result. But:
(1) The amount we will pay for damages is limited
as described in Section III - Limits Of Insur-
ance;and
(2) Our right and duty to defend ends when we
have used up the applicable limit of insurance
in the payment of judgments or settlements
under Coverages A or B or medical expenses
under Coverage C.
No other obligation or liability 10 pay sums or per-
form acts or services is covered unless explicitly
provided for under Supplementary Payments -
Coverages A and B.
b. This insurance applies to 'bodily injury' and
'property damage' only if:
(1) The 'bodily injury' or 'property damage' is
caused by an 'occurrence" that takes place in
the 'coverage territory';
(2) The "bodily injury' or 'property damage' oc-
curs during the policy period; and
(3) Prior 10 the policy period, no insured listed
under Paragraph 1. of Section II - 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 'prop-
erty damage" had occurred, in whole or in
part. 11 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.
c. 'Bodily injury' or 'property damage' which occurs
during the policy period and was not, prior to the
policy period, known to have occurred by any in-
sured listed under Paragraph 1. ot Section II -
Who Is An Insured or any 'empioyee' authorized
by you to give or receive notice of an "occurrence'
or claim, includes any continuation, change or re-
sumption of that 'bodily injury' or 'property dam-
age' after the end of the policy period.
d. '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 II - Who Is An Insured or
any "employee' authorized by you to give or re-
ceive notice of an 'occurrence' or claim:
(1) Reports ali, or any part, of the 'bodily injury'
or 'property damage' to us or any other in-
surer;
(2) Receives a written or verbal demand or claim
for damages because of the 'bodily injury' or
'property damage'; or
(3) Becomes aware by any other means that
'bodily injury" or 'property damage' has oc-
curred or has begun to occur.
8. Damages because of 'bodily injury' includa dam-
ages claimed by any person or organization for
care, loss of services or death resulting at any
time from the 'bodily injury'.
CGOO011204
o ISO PropertIea, Inc., 2003
Page 1 of 14
(-
b. \I a claim is made or 'suit' ih ,'Ought against any
insured, you must:
(1) Immediately record the specifics of the claim
or 'suit' and the date received; and
(2) Notify us as soon as practicable.
You must see to it that we receive written notice of
the claim or 'suit' as soon as practicable.
c. You and any other involved insured must:
(1) Immediately send us copies of any demands,
notices, summonses or legal papers received
in connection with the cleim or 'suif;
(2) Authorize us to obtain records and other in-
formation;
(3) Cooperate with us in the investigation or set-
Uement of the claim or defense against the
'suif; and
(4) Assist us, upon our request, in the enforce-
ment of any right against any person or or-
ganization which may be liable to the insured
because of injury or damage to which this in-
surance may also apply.
d. No insured will, except at that insured's own cost,
voluntarily make a payment, assume any obliga-
tion, or incur any expense, other than for first aid,
without our consent.
3. Legal Action Against Us
No person or organization has a right under this Cov-
erage Part:
a. To join us as a party or otherwise bring us into a
'suit' asking for damages from an insured; or
b. To sue us on this Coverage Part unless all of its
terms have been fully complied with.
A person or organization may sue us to recover on
an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under tha terms of
this Coverage Part or that are in excess of the ap-
plicable limit of insurance. An agreed settlement
means a settlement and release of liability signed
by us, the insured and the claimant or the clalm-
anfs legal representative.
4. QUMwlnsurance
If other valid and collectible insurance is available
\0 the insured for a loss we cover under Cover-
ages A or B of this Coverage Part, our obligations
are limited as follows:
a. Primary Insurance
This insurance is primary except when b. below
applies. If this insurance is primary, our obliga-
tions are not affected unless any of the other in-
surance is also primary. Then, we will share with
all that other insurance by the method described In
c. below.
,""~'."
b. Excess InL.anc:e
This insurance is excess over:
(1) Any of the other insurance, whether primary,
excess, contingent or on any other basis:
(a) That is Fire, Extended Coverage,
Builder's Risk, Installation Risk or similar
coverage for 'your work';
(b) That is Fire insurance for premises rented
to you or temporarily occupied by you
with permission of the owner;
(c) That is insurance purchased by you to
cover your liability as a tenant for 'prop-
erty damage' to premises rented to you or
temporarily occupied by you with permis.
sion of the owner; or
(eI) If the loss arises out of the maintenance
or use of aircraft, 'autos' or watercraft to
the extent not subject to Exclusion g. of
Section I - Coverage A - Bodily Injury
And Property Damage Liability.
(2) Any other primary insurance available \0 you
covering liability for damages arising out of
the premises or operations, or the products
and completed operations, for which you have
been added as an additional insured by at-
tachment of an endorsement.
When this insurance is excess, we will have no
duty under Coverages A or B to defend the in-
sured against any 'suit' if any other insurer has a
duty \0 defend the insured against that 'suit'. If no
other Insurer defends, we will undertake to do so,
but we will be entiUed \0 the insured's rights
against all those other insurers.
When this insurance is excess over other insur-
ance, 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~nsured
amounts under all that other insurance.
We will share the remaining loss, if any, with any
other insurance that is not described in this Ex-
cess Insurance provision and was not bought
specifically to apply in excess of the Limits of In-
surance shown in the Declarations of this Cover-
age Part.
c. Method 01 Sharing
If all of the other insurance permits contribution by
equal shares, we will follow this method also. Un-
der this approach each insurer contributes equal
amounts until it has paid its applicable limit of in-
surance or none of the loss remains, whichever
comes first.
Page 10 0114
o ISO PraparlI... Inc., 2003
CGOO011204