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HomeMy WebLinkAboutSAMEIS HOLDINGS (DISPATCH TRACKING SOLUTIONS) - 20117.aJSCi?GE?[ DN FILE WORK MAY NOT PROCEED CLERK OF COUNCIL N-2011-114 DATE: OCT 3 2011 PohCe? (2> CONSULTANT AGREEMENT art $tbvVy7 THIS AGREEMENT (hereinafter "Agreement') is made and entered into this c5 Q (M1cnQ?e) day of /sf , 2011, by and between Sameis Holdings, LLC dba Dispatch and Tracking Workscre% Solutions (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 providing the City with computer software, professional services, training and support of an electronic law enforcement tow services management system. B. Consultant represents that Consultant is able and willing to provide such services to the city. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Consultant shall provide an Action Plan for implementation and deployment, assist in completion of Profile and Implementation Workbook, and set up an account(s) in the System using the information provided by City. Consultant will establish usernarne(s) and password(s) for City and Operator personnel using established naming conventions and assign the appropriate roles. b. City shall identify and designate System Administrator(s) for setup procedure, review and approve security rights and identify roles for various departments and users. c. Consultant and City shall review all functions in the System Production environment and perform those services as set forth in Exhibit B, attached hereto. Any services performed by Consultant prior to the date of execution of this agreement shall be included within the Scope of Services of this Agreement. 2. COMPENSATION a. City and Consultant agree that there will be no charges to the City for the installation, licensing, upgrading, modification, enhancement, and/or maintenance of the software necessary to support the system initially implemented by Consultant. In addition, there will be no charges Yo the City for any customer service related to the system. b. Consultant agrees to accept a set fee per transaction, as detailed in Exhibit A to this Agreement. 3. TERM This Agreement shall commence on the date first written above and terminate on September 30, 2012, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended at a rate to be negotiated upon a writing executed by the Chief of Police or his/her designee 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 ofthe 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 a_ Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of 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, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 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 Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than SI,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. 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. f. If Consultant 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: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, inc..iding fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the 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 of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care_ "Confidential Information" shall include all nonpub]ic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sourccs• (b) is, through no fault of the Consultant disclosed in a publicly available source• (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the ?*+?*+*+Pr 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 Fax 714- 647-6956 With courtesy copies to: Chief of Police City of Santa Ana Police Department 60 Civic Center Plaza Santa Ana, California 92702 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 To Consultant: DTS, LLC Attn: Reba Hildebrand 3737 Birch Street, Suite 200 Newport Beach, 92660 Fax: (949) 660-1545 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be 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 of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without thc prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION "This Agreement may be terminated by the City upon thirty (30) days written notice of termination. !n such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a_ As a condition of such payment, the Chief of Police or his designce may require Contractor to deliver to the City any written Findings and Determination for any case in which Contractor has served as a hearing officer, and in such case such Findings and Determination shall be the property of City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13_ DISCRIMINATION Consultant shall not discriminate because of racc, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant afFitms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. Ji1RISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agrce that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agrcement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and atrnrney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council ?CI'T?Y OFrSANTA ANA PAUL M. WALTERS Interim City Manager (TITLE) APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By Te .Judd Assistant City Attorney DISPATCH AND TRACIC1NG SOLUTIONS EX?IIBIT A Schedule A Pricing Term Bate Per 7Ysnsaction October 1, 2011 -September 30, 2012 S 9.00 October 1, 2012 -September 30, 2013 S 9.50 Training or support not covesrd under the original Implementation Plan will be charged at the rate of $ 100 per bore. SoRware enhancements will be quoted and charged on a case by case basis. EXHIBI'T' B Schedule B Implementation Plan Lnplementatioo shall consist of the following: 1. Company shall crrau as Action Plea for iatplementation and deployment_ 2. Client shall identify and designate System Administrator(s) for aetup procedure. 3. Company. to assist Client in completion of Profile ? Implemeatstion Workbook. 4. Company will setup an account(s) in the System using the information provided by Client. 5. Company will establish username(s)/password(s) for Client and Gperator personnel using established naming conventions and assign the appropriate roles. b. Client will review and approve security rights and identify roles for various departments and users. 7. Client and Company will review the following functions in the System production environment: a. Logging into the System, b. Review mad approval of administration setup, including: i. Security rights for users and assigned toles, ii. Operator information and call assignment options, iii. Beats or areas for tow rotation, iv. Operators for rotation within each beat or area, V. Authority or Reason Codes and behavior of each, such as automatic hold and charges, vi. Cancellation reasons and behavior, and vii. Releasing of hold on vehicle, c. Release Form process allowing the Operator to release the vehicle, d. Operator release of s vehicle and verification of charges, e. Letter generation for vehicle Registered or Legal Owner or other interested party, f. Viewing and orating reports including- i. Bill and processing of payment for Operators' payment of charges, ii. Generation ofReefertal Fee Report. 8. Company provides contact information and procedures for specific enhancements or System requests. 9. Anomalies identified and corrected ACORD® CERTIFICATE OF LIABILITY INSURANCE i ?h'MMm' iil? 9 29 2011 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 Ii AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE &I 12 M II: 20 IMPORTANT: IfthesedMGate holderlI ADDITIONAL INSURED, to pi must be endorsed If SUBROGATION IS WAIVED, subject to the forms and conditions of the policy, foram Policies may?l? an anSpraamnf. 11manton this cedNC3te does not confer III N the ceNNt3te holder In lieu of such endonsemem e, I PPoGOCER .u , I II' Bowen, te V Britt PONE vININE F e No - 1E6.. Aga Insurance Agency, LLC E MAIL 1111 North Loop West #40D EDRE , ? Houston TX 77008 V INSURERIM AFFORDING COVERAGE NAICe InSVIERA', Fira Ins Cc of Hartford -Dg7B INSURED SANRISHOLD INSURfRB ' 4inenfal casualty ED-_ 120487__ SANDIE Holdings, LLC IIIIc f h Tracking Solutions P g 0 Ni 7 21 1 Sage 2 Houston TX 770f6 INSUREeE. _ - 1 INSURERR. COVERAGES CERTIFICATE NUMBER: 8414423p4 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. NOTW7HSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT NTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT 70 ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLNMS INSn IYeenFINSURANCE OA IN A WN PaICYNUMBFA P[IXYEFi MMIO PoINYFI] MMNNIYYY LATE A GENERXIJ IIIIY 029549011 112/201 /IZ/2a12 EACNOCWRSENCf I1,coe,nor Z COMMERCIPIOENERAL LM61IItt fAll!G[YENTED PREMISES uCwrerm 3ID0 000 CIAIMSAWE EWCUR _ ? M P . EO E;, 1Arr ooepmw) 11p p00 PERSLNAIdAOVM.NRY 11000,000 CENEPRAGGREdIIE_ 121000 000 GET. AGGREGATE UMNAPPLIES PER '. I UCTS-0CNPNPAG"i61000,000 PROD wuDY PRO 1? '. I 1 A IAOI CNOBII£LIIHWtt 4019549011 h112/201 /12/202 EAazd? S1,O0p 000 _ ANYWTO SOglYIN1UPY@d lelmnJ 5 '_ ALLONNEO SGHEOU@O ANCS AWOS SOg1YIWURYpdmrtladl5 X N IONCYMfO PRCffRIYOPMWf a I _ HIRECAUlOS AUTOB I PgRVlAtlll _ __ ? B % OMBRELLLIIAe ICOCUR ? 401SS41149 112/201 /12/202 FACHGGDURRENDE 51,000,000 EXCF66LIAe CWMSMAOE I AGGREGATE 51,000,000 CEO IN RHEMIONSIDp00 S R WEPXERSCGMRNSA?ON OID66S65S N/9/1011 /R2/2012 X NG STATP pM? ANOFNFIOYERe'IIASINY YfN ? - -,? - 'IANYPAOPRnTCGPRRMENEYECNINE EA.fACHACmOEM 51000,000 I D1FmEPM1MEEREYCWDE61 Y? NIA I -- iMRMNgyM NX '. fLOISfASf EAEMFLOYEE 01,000,000 YYaat ExNCB WU : OE5 91PIIONCFO4ERAigNSaewY ELnISEASFPoIICY UMIT'41,000,000 I UESCAIPTIDNOFOPWIpNSIWG?ONalVFNlGIab IAWLAApgID1NI,AEEIURmIRennAF6LaMUle,Ilmom?iRb,equllL# Excluded wdex Workers Compensat]on'. Vic Samuels when required by written contract, those Parties listed in said contract, including the certificate holder, are added ae an Additional Insured excluding Woekers' Compensation and employers' 4iability as afforded by the policy and/ox endorsements. Waiver of Snbxogation ie granted fn favor of Certificate Holder when required by written contract. CERTIFICATE HOLDER NTION BHOUl0ANY0F iXEABOVEDESCRIBEOPoCICIES BE CANCELLED BEFORE INE EXPIRATION DALE THEREOF, NOTICE WILL AE DEIIWRED IN Santa Ana Police Departm ACCOADANCEWITXIXE POLICY PRONSIONa. 60 dvle Centex Plaaa ?GN ? Santa Ana CA 92710 ?py„ D?@R¢EppavREGENT ©19BS?Z01D ACOAO CORPOPATIOR All dphk reserved, ACOROffi?Z010N6? the ACORO oameeod logo are reglsfered marNs ofACORO GL 4029541203 CNA Effective: 0111211101112112 SB-146932-D (Etl07109) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, BLANKET ADDITIONAL INSURED -LIABILITY EXTENSION Thls embossment motllfies Insurance provided under Uefollowirg: SUSINESSOWNERS LIABILITY COVERAGE FORM Courage aSortl¢tl antler this extension of coverage endcrsemenl does not apply to any person or organization covered es an adtlll'mnal insured on any other endorsement now or hereaha<arlach¢d (a this Policy. 1. ADDITIONALINSUREN - BLANNETVENDORS WHO IS AN INSURED Is amended lo'mdutla as an addlllonalinsured any person or organiaaflon (referred to below as uendorj with whom you agreed, because of a whiten mnlracl or agreement to provide lsurance, b?I only with resp¢cf to'hotllly Injuy' or "property damage" arisirg out of "your products' which are distributed or sold in the regular mama of the ven?fs business, subjed fo the following addltlonal exclusions: 1. Thelnaurenwahortletltheven tlordoasnotapply la: a. "Botlllylojuty' or'propedytlamage" lorwhlch th aopuired such product, or any'mgr¢dl¢n(, pad or reason of the asaump(lon of Ilablllry in a not apply tc Ilabhlty for damages tlnat fire uendor would have 'm [he absence of [Iw mnlracloregreemenl; b. Anya»presswarrantyunaufho?edbyyou; c. Any phyaiwl or shemlral change In Ihw product matle'mlenticrellyby fh¢ vendor, tlRepackaging, except when unpack¢d solely for the purpose ol'mspecllon, damonstmdoq t¢st'mg, or Ihs suhshluh'on of pads under Ins[mc[lons Iron the maoufadurer, aM Ihen repac4agetl to the original cooha'mar, e, Any failure to make such Inspecllore, adjusfineok, tests or servicing as the umdor hes agreed to make ornormally untlarfzkes to make In the usual worse of business, 'm mnnedlon wtlh the tllsUlbutlan or sale of tlw products; f. Demonslmtlon,Instal?lon,servicingorrepair operallons, except such operallons p¢donned of the vendors premises in mnnec(ion wtlh the sale of the producg employees or anyone else acl'mg on its h¢hall. However, this exclusion duos not apply oo? jI) The exceptions curlers Subparagraphs tl or t; or h) Such inspections, @dIusurshns, less or servicing as the vendor has agreed to make or normally undertakes to make In the usual nurse of business, in mnoediw with (he distribution or sale of parson or organiulion, Iron whom you have 3. This provision g. tlo¢s rot eppty fo any vendor 'included es an insured by an endowment Issued by us and made a pad of this Polley. 4. ThisprovisionttlcesnolapplylP'6od9yl¢Jury"or 'properly damage"included wtlh'mlhe"prodwlscompleted operedons harard" Is exdud¢tl ¢ilh¢r 6ylhe provisions of the Pollcy or byectlorsemenl. 1. MISCELLANEOUSAUDITIONALINSURE?S WHO IS AN INSURED Is amended to loclutle as an neared any person or orgaoizalloo balled addid'onal Inauredj described In pamgrephs 1.a. through 1.h, below whom you are requir¢b!o add as as atltlidooal insured on tl?is policy under a written mnfmcf or agreement but the written contract or agreement muss he: [he products 1, Currently'm¢R¢cforhemm?gafl¢cVu¢tludngthe term otthls policy; and 2. Executed prior to the "hodlly'mjury," "prapedy damage" or"persocal aotl atlved'aing injury,"but Only the followlr? persons ar organisations are atldltlonal insureds under this eotlor:ement and g. Products which, aher dlstdbufion or sale 6y wvarege provided to such atltlllional insureds is you, haue been labeled or relabeled or used Ilmllad as provided herei¢ 2. This insurance does not apply to any Insured he vendor Is oblgat¢d to pay damages by container, entering 'into, accompanying or containing such products. contract or agreement, This exclusion does as a wmainer, pad or ingredient of soy other Ihingorsuhslancebyorlorlh¢veotlor,or a. Atldrlicoallnsuretl-YourWorN h. "Sodlly'mjury' or "prop¢rry tlamag'?aRAA81Yjpp?at person or orgaovalioa torwhom you do oNofthesoleaegligeoneofthsveMorfo' rkisaoaddihooaliosuredsalelyforfieb4iN own ads or omission or Ihose o I due fo your negligenm specihcagy resuging S&14fi932D Page 1015 jEtl,gTl99j ? AI„JUpp ask ?4Atmr«y S&14fi932-D IEd, 01109) Imm your work for he eddlllonel insured writlen agreement No coverage applies to liability resulting Imm the sole negligence of the additional fissured, This insurance does not apply to "bodily 'injury;"properly damage' or "personal and performed for the state or municipality. c, The insurance provided to the eddlfmnal insured Is limited as follows: which Is the subject of the written coolmct or III The Limits of Insurance applicable to the the written contract or written agreement or in the Detail of this policy, whidhsvar Is less, ihesa Limn of additional insured are those specified in 121 The coverage provided to the atldldonal paragraph F,9. olthe tlehnhon of "insured ceolracl" under Liability and Medial "bodily injury" or "pmpedy damage" arising out of the "productscomplalad operalloos hazard" unless nequired by the writlea coolrect orwdttec agrcemam, ISI The Insurarm¢ provided to the atldl6ooal Insured does not apply lo'bodily injury;' "pmpedy damage; or 'personal and aduetlising iojuy' arising out of the rendering or failure to render any professional sarvicesb, SlaNorPalitical5uhdivisioos Insurance are inclusive of, and hot in addition to, the C?mita of Insurance shown In the perforations A skfe or polhlcal su6tllvisioo subject to the followir? provisions: 111 Thls Insurance applies only whh respect fo the followng hazards for which the state or political subdivision has issued a permit In ceMecllon whh premises you own, rent, or coolml and to which this In9araaCBapplle9, insured by this endorsement and Expenses Until do not apply to lal The existence, mainlenaoce, repair, ceoshucllon, erection, or removal of aduedisirg signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, maryuees, hoistaway openings, sidewalk vaults street barters, or decorallons and similarezposures, or (bl Tha cens9udloc, erecting or removal of elevaNrs, or 12) Thls Insurence applies onlywhh respect to operations performed by you or on your behalf for which fhe stale or polhlcal su6divisioo has issued a permit SB146932D IEd. g1N91 advertising Injury" arising out of opemhons Controllinn interest Rny parsons or organizations with a oootroll'mg Icteresl'm you but only with respect 111 Theirfioandalcootrolofycu;or I21 Premises they own, maintain or coolml while you lease or occupy These premises, al[emlloos, new censcuctlcn and demclPo'oo operatons performed by or for such additional d. ManagersorLessorsofPremises to their liability arising out of A manager or lessor of premises but only with mainleraoce or use of the[ sptctllc pad al the premises leased to you and subject to the following additional exclusions, This insurance does not apply tc, 111 Any "occurrence" which (alas place abler you cease to be a tenant lolhal premises; or 121 Slrudurelallerelloos,newroasBuclloocr tlemolllion operations pedoaned by or o0 behellof such adtlifiooal Insured. e, Modgagae,AssigneeorNeceiver This insurance dcea no! apply la slmctural A modgagee, assignee or receiver but only whh respect to (heir liability as modgagee, assignee, or receiver and a[airg out of the ownership, maiNenance, or use of a premises by you insured, Thla insurance dcea not apply to slmclural aherelfons, new rorelmclloo or demofrtloo operations performed by or for such additional insured t Ownerel0(herNtereats-LaodisLeasetl respect N liability arising out of the ownership, An owner or other ioleres[ Irom whom land has been leased by you but only w'nh respcel to liability arising out of the ownership, maintenance or use of the! spechlo pad of the land leased N you and subject to the foVowirg adddlooal exclusions: This insurance does not apply to'. III Rny "oceurreoce" which lakes place ader you cease to lease thaf land, or Page 2 of 5 ssa4sssz?D IEtl01108) (g) Slmclurel aherelions, new addYlooal insured. g. Co-owner of Insured Premises A co-owner of a premises cc owned by you owner of such premises, construction or demclidoo opemlloos Lessorof Equipment performed by or on behalf of such and covered under the insurance hul only with mspacl to Ins co-owoers liability as co- Any person or otgan¢ation from whom you arising out of [he maintenance, operation or use by you of equipment leased to you by such person or orgaoicellon A pamoo's or orgaoiaafloo's status as an losured uodar thls eodorsamaol ends when their wridao molracl or agreement with you for such leased equipmcel ends, Whh respell to the insurance agord¢d these exclusions apply inaumnce does not apply This 111 To soy "oceurreoce' which takes place abler the equipmeo[ lease expires, of hI To "bodily Injury," "propetly damage" or "personal aotl advetl'¢iog 'mjuy arising out of the sole negligence of such addlGonal'msured, lease aquipmen[ Such parson or organiralioo are insureds only wYh respell fo (her liability Arty losurence provided to an addlgonal insured designated under paragraphs b. through h. strove does ool apply lo'6odily injury' or'pmpedy damage" ntdudd wgh'm fhe "produdscomplded operations hasard" g. Tha followlag Is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY cGluglnolus; H. Otherlnaurance 4. This insurance Is excess guar any other Inaumoce naming tl?e addilionel insured as an insured whalhar primary, excess, mnlloganf or on soy other 6asia unless a writlen contmd or wrdlen agreement specRically repuires Ihal this iasumoce be edher primary or ptlmary and oonceotributlog, 4. LEGALLIABILItt-OAh1AGETOPREMISES additional insureds, Iha folla,Ung additional A. Under B, Exdusiorw, 1. Rpplrlahle to Business Ciahlllry Coverage, Exclusion k. Damage To Properly, Is replaced by the lalbwlpq, k. Damage To Properly "Property damage" to. 1. Property you own, rent or occupy, including any costs or expenses Incurred by you, or any other person, organicallon or eni for repair, replacement, enhancement, restomtmn or maintenance of such properly lot any reason, including prevention d Injury to a person or damage to anolhefs Properly, Z. Premises you self, give away or abandon, g the 'properly damage" arises out of any pad of Ihose premises, 4. Personal popery in M Dare, coslody or con[rol of [he insured; propetly on which you or any tllredly or lotllmdy to }rout behall era perlarmirgq opetefmns, if the "propetly damage" arises out of Ihose opemgoos, or 6. That pedlculer pad al soy propetly [hat must he restored, repaimd ar replaced because "your work" was mmrredypwlormedonlt Pamgteph 2 of this exclusion does no[ apply if the premaes are "your work" sad were Dever occupied, reeled or held far rental by you Paregrephs 1, 3, aotl 4, of Ihls exclusion do oof apply tc "propetly damage" (other Oran damage by fue or explosion) to premises, 3. Property loaned lo you, 5. That peculiar pad of any real 11) renledtoyou: (gl temporarily cecupiad by you with the percnissioo of the ovmer, at (31 to the contents of premises ranted to you for a period of i or lever coosecutlue days, A separate limit of insurance applies to Damage To Promises Rented To You as desaibed in Seclioo D - Llahlllty aotl Medical Expenses Llmi(s of )insurance. SB 146SS2D (Etl011091 mrs working Page 3 0l5 sB-wss3g-o (Ed, 01109] exclusion do not apply to Ilablllry assumed under a sidetrack agreement Paragraph B of this exclusion does not apply lo 'property damage' included in hazard," jS) Any Imsles, If you or au additonal insured is a trust; or j6j Rnyelectetloreppointetlofficlal,Ifyouot an addifmnal loauretl is a political su6dluisionorpublic¢otlryThis paragraph e. applies separa(ely to you and any additional insured Paragraphs 3, 4, 5, and 6 of this the 'producls-corriplefed operations B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last replaced by the follaving. Exdusioos e, tl, e, f, g, h, I, k, I, on, n, and o, do not apply (o tlamaga by gre to premises whits reared Ie you ar lempomrily oceupi¢d by you 4 permission of the owner or no the period of 1 or tower consecutive days R separate III of insurance applies to this lasurance paragraph of 2. Exdusicrs is cleared and C. ThegrslParagraphunder ilemS Damage To Premises Rerdetl To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance Is replaced by Iha NlMwing. The most we will pay under Business Liability for damages hceeus of "pmpehy damage" fo say one pr¢mises, while mated to you, or lempotarily occupied by you, wgh fhe permission of the auner,'mclutling cooleols of sash prambes raotad to you tot a pagod of 1 of I¢wer consemtlve days, Is the Damage to Promises Rooted to Yau limit shown In fhe Declaration. S. BroatlRnowletlgeofDuurrence contents of premises rented Ie you for a T? fcllawiog Items ors added to E. Busioessowaem General Liability CondMions in the 8usioessownero Liability Coverage Form: Paragraphs a. and b. apply to you or to aoy adtll6onal insured poly when sash "occurmoce; ollaosa, maim or "sag" Is known la, coverage as described to Section D. Liability And Medical Expenses Limits Of III You or any additional insured tha(is an intlNitlual, (1j Any padsr, If you or an addlfmoal Insured Is a patloershlp, 101 Aay manager, If ycu or au adtlllional Insured Is a Ilmgetl Ilablliry tympany; @j Any "executive oMced' or insmaoce manager, if yw or an additional insured is acorpomtioo; S&146992D jEd, 07109) 6. Bodily injury Ss4'mn F, Liability and Medical Expenses Definitions, Ilam 3. "Bodily lojury" is del2fed and "Bodily injury" means lnddy Injury, sickness or 'injury by that person at any lime which results as a consequence of the bodily injury, sickness or 7, Expanded Peroonal and Aduedlsing Injury Definition The fallowing is added l0 Section R Liability and Medical Expenses Definitions. Rem 14, Personal actl Atluedising Injury, in the Businessowners General Liability Courage Forme h. Dlsr?minatlon or humillallon that results to 'injury to the leellogs or tepufalioo of a oaluml person, but only if such tliscrimioatlon ar humllladonls, replacetlwghlhefollaving. 1. Nof done IntenPonally by or at the tllmcllonof a. Theiosured;or disease sustained by a person, including deanh, humiliation, shock, menial anguish or menial disease b. Roy 'executive officer," dimdor, stockholder, paMer, member or manager (If you are a IImMtl Pablllly company] of the losuretl; and Z. Nof tllmdly or intllreLlly related to Ihs employment, prospective emplaymeol, past ¢mployment or termioafloo of employment of aoy person or pesos by any insured. B. ThefollowipgtsatldatlloFxcluaions,Salon B.: j1SjDiscriminatioo Relating to Room, Dwelling ar Premises Caused by d'rscriminalloo tl'uemly or Intlgedly related to fhe sale, reoml, lease or sublease or prospedme sale, rectal, lease or sublease of any rrom, dwelling or premiss by or a(Iha tlireclloo of any losuretl Page 4 0l6 SB-14.6932-0 (Ed0716 a (16jFiaes or Peoaltles Fines o? peoallles levied o? Imposed by a gwemmeotal eoftV because of dlsaimiratlot, C, This provision jExpanded Personal and Adverbaiag lojuryj dots oat apply fo dlsaimirlatlot or humiliailon oommi6ed in the slalea d New York or OhloNso, Expanded SB14fi?f2 D jEd, 67169] Persatal and Aduedisiag Injury Cove?ege does oo<applylt polldes issued'm the stales of New Yorq o? Ohia. D, ThN provision (Eapaoded Personal and Advertising lajury) does not apply it Parsaoal aodAduadlsing Injury llab0ity Is taduded tither by the p?ovisians olthe Polley or by eatlorsement Page 5 0l6