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HomeMy WebLinkAboutAgenda Report - August 17, 2011 C-08AGENDA ITEM C 0% - CITY OF LODI COUNCIL COMMUNICATION AGENDA TITLE: Adopt Resolution Amending the Low -Income Residential Energy Efficient Refrigerator Replacement Program, Appropriate $15,600 in ARRA Funds, and Authorize the City Managerto Execute Contracts for Program Administration in an Amount Not to Exceed $85,600 MEETING DATE: August 17,2011 PREPARED BY: Electric Utility Director RECOMMENDED ACTION: Adopt a resolution amending the Low -Income Residential Energy Efficient Refrigerator Replacement Program, appropriate $15,600 in ARRA Funds, and authorize the City Manager to execute contracts for program administration in an amount not to exceed $85,600. BACKGROUND INFORMATION: In 2009, the Lodi City Council approved receipt of federal stimulus funding, known as the Energy Efficiency & Conservation Block Grant. The City of Lodi received $586,200 as part of this federal grant. Staff developed 10 programs or projectsfor the expenditure of the $586,200 grant, and one of the 10 projects was the Low -Income Residential Energy Efficient Refrigerator Rebate Program. As originally designed, the County of San Joaquin Health & Human Services Agency would administer this project. Due to decreased resources, the County opted not to administer this program on the City's behalf. Staff is recommending a slightly new approach to expend the remaining federal stimulus money earmarked for this program ($15,600), as well as the local matching funds ($70,000). To assist in administering the program, and to identify eligible customers, the LOEL Center will be contracted at a rate of $1,710. Although San Joaquin County was not charging the Utility for its prior involvement in administering this program, the LOEL Center does possess a great depth of experience in interacting with individualsand families in need, and was thus approached by the Utility for administrative assistance. The fee for their assistance, which includes identification of potential clients and screening of said clients, is cost-effective. With utility staff immersed in a myriad of other projects and initiatives, the partnership with the LOEL Center is considered cost-effective and efficient. In addition, two Lodi appliance dealers will deliver and install the new energy-efficient, 20 cubic foot refrigerators to eligible residential customers. The participating local businesses are Les'sAppliance and Reo's Appliance, and both dealers will be provided verification/installation forms that must be signed and returned to the Electric Utility Department. Residents will be required to allow the dealer to remove and dispose of the refrigerator being replaced. The program will run from September 1, 2011 to December 1, 2011 or until funds are exhausted, whichever comes first. FISCAL IMPACT: Matching funds requirementwill have minor impact on the Electric Utility. FUNDING: Included in FY 2011/12 Budget Account No. 164605.8098 ($70,000); Apprpriate 1 02.8098 ($15,600) Jorda Ayers DeputyCity Manager/Internal Servs es Directors'; —, %K iG _E { ki A. irkley E ectric Utility Director Prepared By: Rob Lechner, Manager, Customer Service & Progc~ ms APPROVED: Bartlam, City Manager AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on August 17, 2011, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and Les' Appliance (hereinafter "CONTRACTOR"). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for Purchase of Energy Star rated refrigerators for the ARRA low income refrigerator replacement program. (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time F Comm.,ncement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be 1 counted against CONTRACTOR's contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such iicenses, permits, qualifications, insurance and approvals which may be imposed against CITY underthis Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term 2 The term of this Agreement commences on August 17th, 2011 and terminates upon the completion of the Scope of Services or on December 1st, 2011, whichever occurs first. ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method cf Pavment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensationfor all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with 3 this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. ARTICLE 4 "• E F VC Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Responsibility for Damane CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence of the City of Lodi or its officers or agents. Section 4.4 No Persona! Ua tflty Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Section 4.5 Responsibilityof CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. " Section 4.6 Insurance Reauirements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Manager Customer Service, EUD To CONTRACTOR: Les' Appliance 225 E Kettleman Ln Lodi, CA 95240 Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Employee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not 5 an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTORwith third parties in reliance upon this Agreement. Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public RecordsAct. Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees This Agreement shall be governed by the iaws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. Section 4.14 City Business License Requirement 6 CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. action 4.16 Integratio.i and Modifi.catior This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTORto CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. Section 4.20 Authority 7 The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: RANDI JOHL City Clerk APPROVED AS TO FORM: D. STEPHEN SCHWABAUER, City Attorney JANICE D. MAGDICH, Deputy City Attorney By: so Attachments: ExhibitA - Scope of Services Exhibit B - Fee Proposal Exhibit - Insurance Requirements 8 CITY OF LODI, a municipal corporation KONRADTBARTLAM, City Manager CONTRACTOR: Les' Appliance ExhibitA/B SCOPE OF SERVICESAND FEE PROPOSAL Les' Appliance agrees to provide sixty (60) refrigeratorsfor the ARRA senior low income refrigerator replacement program for the City of Lodi in strict conformity with the terms and conditions of this contract. Les' Appliance will provide all necessary appliances and services to deliver the program under this agreement. Specifications: 20 cubic foot refrigerator or equivalent Energy Star-rated/approved Top freezer/bottom refrigerator style unit No automatic ice maker Laborto install and remove old unit Refrigerator and labor are all include in price - Not to exceed $42,000. Exhibit C 11810 a Requirements for Contrac ofo The Contractor shall take out and maintain during the life of this contract, Insurance coverage as listed below. These insurance poliaes shall protect the Contractor and any subcontractor performing wank covered by this cmtractfrom claims for damages for personal injury, inducting accidental death, as well as from claims for property damages, which may arise from Contractors operations under this contract, whether such operations be by Contractor cr by any subcontractor or by anyone directly or indirectly employed by either of them, and the amount of such Insuranceshall be asfoliows: 1. COMPREHENSIVE GENERAL I IASILITY $1,000,000 Bodily Injury - Ea. Occurrence/Aggregate $2,000,000 Property Damage Ea. Occurrence/Aggregate $2,000,000 CombinedSingle Limits C0MPRFJ4EXW-F— AVMMQBILE UABJL_ITY $500,0006odify Injury - Ea Person $500,000 Bodily injury - Fa. Occurrence $ 500,000 Property Damage- Ea. Occurrence $1,000,000 Combined Single Limits GARAGE LIABILITY $1,000,000 Auto Only - Ea. Accident $9,000,000 Other than Auto Only - Ea. Accident NOTE, Contractor agrees and stipulates that any insurancecoverage provided to the City of Lodi shall provide for a claims pedodfoilowing termination of coveragewhich is atleast consistent with the claims period or statutes of limitations found in the CaliforniaTort Claims Ad (California Government Code Section 810 at seq.). A copy of the certificate of insurancewith the following endorsements shall befumished to the Cfty: (a) AdditianM Maud lnsymd Endalssm Such insurance as is afforded by this policy shall also apply to the City of Lodi, Its elected and appointed Boards, Commissions, Officers, Agents, Volunteers and Employeesas additional named insureds. (This endorsement shall beon a form fumishedto the City and shall be includedwith Contractor's policies.) (b) primary Insurance Endorsement Such insurance,as Is afforded by the endorsement for the Additional Insureds shall apply as primary insurance. Any other Insurance mafntatned by the City of Lodi cr its officers and employees shall be excess only and not contributing with the insurance afforded bythls endorsement. (c) Severability of Interest Clause The term "Insured" is used severally and not collectively. but the Inoiuslon herein of more than one insured shall not operateto Increasethe limit of the companys liability. (d) Notice of Cancellation or Chanae in Coverege Endorsement Tills policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation orreduction in coverage to fhe Risk Manager, City of Lodi, 221 W. PineSt., Lodi, CA 95240. Comcensadon Insurance The Contractorshall takeout and maintain during -the life of this contract, Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is sublet, Contractor shall reqdre the subcontractor similarly to provide Worker's Compensation Insurance for all of the lattees employees unless such employeesare covered by ft protection afforded by the Contractor. In case any class of employees engaged in hazardous work underthis contract at the site of the project is not protected under the Workers Compensation Statute, the Contractor shall provide and shall cause each subcontractorto provide insurance for the protectionof said employees. This policymay not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage b the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240. 1� 16 ACORV CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYM 7/22/2011 PRODUCER IOA Insurance Services 2180 Harvard Street #450No.FAX Sacramento, CA 95815 l ww.ioausa.com CA License #OE67768 CONTACT NAME (A/C,No): 916-473-1797 E-MAILD INSURERS) AFFORDING COMRAGE MAIC # INSURER : Gdden ftle I suranCe Cnaralm 1d i INSURED Lester Wagner & Thelma Wagner Les' Appliance Repair 225 East Kettleman Lane Lodi CA 95240 INSURER B : Travelers Propertv Casualty Co of Amer 25674 INSURER[ : INSURERD : INSURER : INSURER F : OVERAGES CERTIFI kTE NUMBER 10736776 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF SURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUII MENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PER IN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONSOF SUCH POL ES. LIMITS S H 0 W MAY HAVE BEEN REDUCED BY PAID CLAIMS. V3 -R TYPE OF INSURANCE ADDLS'UBR AIM POUCY NUMBER POLICY EFF MMILDIDYEXP LIMITS A GENERAL LIABILITY V COMMERCIALGENERALUABILITY CLAIMS4VIADE F'_/1 OCCUR CBP8007391 3/1612011 3/16/2012 EACHOCCURRENCE$ 1,000,000 PMWT (EaENoccur ence) $ 100,000 MED EXP (Any one 5,000 PERSONAL&ADV INJURY $ 1,000,000 L J GENERALAGGREGATE $ 2,000,000 GENLAGGREGATE LIMITAPPLIES PER: POLICY PRO LOC PRODUCTS-COMP/OP AGG $ 2,000,000 $ A AUT01vMEELIABILITY ANY AUTO AUTO ED 8 AUTOS NON -OWNED HIREDAUTOS AUTOS CBP8007391 3/16/2011 3/16/2012 Ea aacdeD SINGLE LIMIT $ 1.000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPER racaderdDAMAGE $ $ $ UMBREWLIAB EXCESS UAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED u RETENTION$ $ $ $ B WORKERSCOMPENSAT10N AND EMPLOYERSLIABILITY YIN ANY PROPRIETORIPARTNER(EXECUTIVE❑ OFFICERIMEMBER EXCLUDED? (MandatoryinNH) t@w, describe urxier DESCRIPTIONOF OPERATIONS below NIP UB3720TO7111 6/1/2011 6/1/2012WCSTATU• I o - ✓ TORY LIMITS E _ ELEACHACCIDENT $ 1,000,00C EL DISEASE -EA EMPLOYEE 1 - E.L. DISEASE- POLJCYLIMIT $ 1,000,00[ zch ACORD101, Additional Remarks Schedule,ifmorespace is required) City of Lodi, its elected and appointed Boards, Commissioners, Officers, Agents, Volunteers and Employees are General Liability Additional Insureds when they fullfill the reqquirementsofform GECG602 Auto Liability Additional Insured perform GEC 701 CA CELLATION City of Lodi Attn: Risk Manager 221 W Pine St Lodi CA 95240 I SHOULDANY CF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOMCE WILL BE DELIVERED IN ACCORDANCEWmi THE PCQSCYPROVISIONS. AUTHORIZED REPRESENTATIVE �C SBC John Marshall ©1988-2010ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD CERT NO.: 10736776 (SAC) Aimee Bristow 7/22/2011 12:53:40 PN Page 1 of 11 CBP8007391 COMMERCIAL LIABILITY GOLD ENDORSEMENT 7/22/2011 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I - COVERAGES COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY 2. Exclusions Item 2.9. 2) is replaced with the following. 2.g. 2) A watercraft you do not own that is: a) less than 50 feet long; and b) Not being used to cavy persons or propertyfor a charge. Item 2.g. 6) S added.• 6) An aircraft in which you have no ownership interest and that you have chartered with crew. The lastparagraph of 2. Exclusions is replaced with the following. Exclusions c. through n. do not apply to damage by fire, explosion, sprinkler leakage, or lightning to premises while rented to you, temporarily occupied by you with the permission of the owner, or managed by you under written agreement with the owner. A separate limit cf insurance applies to this coverage as described in Section Ill - Limits of Insurance. SECTION I - COVERAGES COVERAGE C. MEDICAL PAYMENTS If Medical Payments Coverage is provided under this policy, the following is changed. 3. Limits The medical expense limit provided by this policy shall be the greater of a. $10,000,or b. The amount shown in the declarations. Coverage C. Medical Payments is primary and not contributing with any other insurance, even if that other insurance is also primary. GECG 602 (09/04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page I of 6 CERT NO.: 10736776 (SAC) Aimee Bristow 7/22/2011 12:53:40 PM Page 2 of 11 The following S added: COVERAGE D. PRODUCT RECALL NOTIFICATION EXPENSES InsuringAgreement We will pay "product recall notification expenses" incurred by you for the withdrawal of your products, provided that: a. Such withdrawal is required because of a determination by you during the policy period, that the use or consumption of your products could result in "bodily injury" or "property damage'; and b. The "product recall notificationexpenses" are incurred and reportedto us during the policy period. The mostwe will payfor "product recall notification expenses" during the policy period is $100,000. SUPPLEMENTARY PAYMENTS- COVERAGES A AND B Clem b. and d. are replaced with: b. The cost of bail bonds required because of accidents or traffic law violations arising out cf the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not haveto furnish these bonds. 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. SECTION II -WHO S AN INSURED Item 4. is replaced with: 4. Any subsidiaries, companies, corporations, f ims, or organizations you acquire or form during the policy period over which you maintain a controlling interest of greater than 50% of the stock or assets, will qualify as a Named Insured if: a) you havethe responsibility of placing insurancefor such entity; and b) coverage for the entity is not otherwise more specifically provided; and c) the entity is incorporated or organized under the laws of the United States of America. However; coverage under this provision does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the entity, or "personal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the entity. Coverage under this provision is afforded only until the end of the policy period, or the twelve month anniversary of the policy inception date whichever is earlier. SECTION III - LIMITS CF INSURANCE Paragraph 2 is amended to include: The General Aggregate Limit of I nsu rance applies separately to each "location" owned by you, rentedto you, or occupied by you with the permission cf the owner. GECG602 (09/04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page 2 of 6 CERT No.: 10736776 (SAC) Aimee Bristow 7/22/2011 12:53:40 PM Page 3 of 11 Paragraph 6. is replaced with the following: 6. Subject to 5. above, the Fire Damage Limit is the most we will pay under Coverage A for damages because of "property damage" to premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner, arising of of any one fire, explosion or sprinkler leakage incident. The Fire Damage Limit provided by this policy shall be the greater of: a. $500.000. or b. The amount shown in the Declarations. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS Item 2 a.is replaced with: 2. Duties In The Event of Occurrence, Offense, Claim or Suit a. You must promptly notify us. Your duty to promptly notify us is effective when any of your executive officers, partners, members, or legal representatives is aware of the "occurrence", offense, claim, or "suit'. Knowledge of an "occurrence", offense, claim or "suit" by other employee(s) does not imply you also have such knowledge. To the extent possible, notice to us should include: 1) How,when and where the "occurrence" or offense 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 "occurrence", offense, claim or "suit". Item 4. b. 1) b) is replaced with: b. Excess Insurance 1) b) That is Fire, Explosion or Sprinkler Leakage insurance for premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner, or Item 6. is amended to include: 6. Representations d. If you unintentionallyfail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. However, this provision does not affect our rightto collect additional premium or exercise our right of cancellation or non -renewal. Ifem & is replaced with: 8. Transfer of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment 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 suitor transfer those rights to us and help us enforce them. GECG 602 (09/04) Includes copyrighted material of Insurance Services Offices Inc. with its pemvssion Page 3 of 6 CERT NO.: 10736776 (SAC) Aimee 6ristOw 7/22/2011 12:53:40 PM Page 4 of 11 b. If required by a written "insured contract", we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under that written "insured contract" for that person or organization and included inthe "products -completed operations hazard. Item 10. and Item 77. are added: 10. Cancellation Condition If we cancel this policy for any reason other than nonpayment of premium we will mail or deliver written notice of cancellation to the first Named Insured at least 60 days prior to the effective date of cancellation. 11. Liberalization If we adopt a change in our forms or rules which would broaden your coverage without an extra charge, the broader coverage wll apply to this policy. This extension is effective upon the approval of such broader coverage in your state. SECTION V- DEFINITIONS The following definitions are addedorchanged: 9. "Insured contract" a. Is changed to: 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, explosion or sprinkler leakage to premises while rented to you, or temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner is not an "insured contract". 23 and 24 are added: 23. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 24. "Product recall notification expenses" means the reasonable additional expenses (including, but not limited to, cost of correspondence, newspaper and magazine advertising, radio or television announcements and transportation cost), necessarily incurred in arranging for the return of products, but excluding costs of the replacement products and the cash value of the damaged products. The following Provisionsare also added to this Coverage Part: A. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph2. under SECTION II -WHO SAN INSURED is amended to include as an insured any person or organizationwhen you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy to provide insurance such as is afforded under this Coverage Part. Such person or organization is not entitled to any notices that we are required to send to the Named Insured and is an additional insured only with respect to liability arising out of: a. Your ongoing operations performed for that person or organization; or b. Premises or facilities owned or used by you. GECG 602 (09/04) Includes capyrighWmaterial of Insurance Services Offices Inc. with its permission Page 4 of 6 CERT NO.: 10736776 (SAC) Aimee Bristow 7/22/2011 12:53:40 PN Page 5 of 11 With respectto provision 1.a. above, a person's or organization's status as an insured underthis endorsement ends when your operations for that person or organization are completed. With respectto provision 1.b. above, a person's or organization's status as an insured underthis endorsement ends when their contract or agreement with you for such premises or facilities ends. 2. This endorsement provision A. does not apply: a. Unless the written contractor agreement has been executed, or permit has been issued, priorto the "bodily injury", "property damage" or "personal and advertising injury; b. To "bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment fumished in connection with such work, in the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site 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; c. To the rendering of or failure to render any professional services including, but not limited to, any professional architectural, engineering or surveying services such as: C Jhe preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities; d. To `bodily injury", "property damage" or "personal and advertising injury" arising out of any act, error or omission that results from the additional insured'ssole negligence or wrongdoing; e. To any person or organization included as an insured under provision B. of this endorsement; f. To any person or organization included as an insured by a separate additional insured endorsement issued by us and made a part of this policy. B. ADDITIONAL INSURED —VENDORS Paragraph 2. under SECTION 11 -WHO S AN INSURED is amended to include as an insured any person or organization (referred to below as `vendor") with whom you agreed, in a written contract or agreementto provide insurance such as is afforded underthis policy, but only with respectto "bodily injury" or "property damage" arising out of "your products"which are distributedor sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; GECG 602 (09/04) Includes copyrighted material of InsuranceServices Offices Inc. with its permission Page 5 of 6 CERT NO.: 10736776 (SAC) Aimee Bristow 7/22/2011 12:53:40 PM Page 6 of 11 d. Repackaging, unless unpacked solelyfor the purpose of inspection, demonstration, testing, or substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakesto make in the course of business, in connectionwith the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connectionwith the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor, or h. To `bodily injury" or "property damage" arising out of any act, error or omission that results from the additional insured's sole negligence ar wrongdoing. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. GECG 602 (09/04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page 6 of 6 CERT NO.: 10736776 (SAC) Aimee Bristow 7/22/2011 12:53:40 PM Page 7 of 22 1 COMMERCIAL AUTO GOLD ENDORSEMENT THIS ENDORSEMENTCHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided underthe following: BUSINESSAUTO COVERAGE FORM SECTION II - LIABILITY COVERAGE A. COVERAGE 1. WHO ISAN INSURED The following is added: d. Any organization, other than a partnership orjoi nt venture, over which you maintain ownership or a majority interest on the effective date of this Coverage Form, if there is no similar insurance available to that organization. e. Any organization you newly acquire or form other than a partnership or joint venture, and over which you maintain ownership of a majority interest. However, coverage under this provision does not apply: (1) If there is similar insuranceor a self-insured retention plan available to that organization; or (2) Th "bodily injury" or "property damage" that occurred before you acquired or formed the organization. f. Any volunteer or employee of yours while using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. Insurance provided by this endorsement is excess over any other insurance available to any volunteer or employee. g. Any person, organization, trustee, estate or governmental entity with respect to the operation, maintenance or use da covered "auto" by an insured, if: (1) You are obligated to add that person, organization, trustee, estate or governmental entity as an additional insured to this policy by: (a) an expressed provision of an "insured contract", or written agreement; or (b) an expressed condition of a written permit issued to you by a governmental or public authority. (2) The "bodily injury" or "property damage" is caused by an "accident"which takes place after: (a)You executed the "insured contract" or written agreement; or (b) the permit has been issued to you. CERT NO.: 107369RCA cMY01107) ariscow 7i�%N1e� ��p���t� �QerjajpOjnsurance Services Offices, Inc. with its permission Page 1 of 4 2. COVERAGE EXTENSIONS a. Supplementary Payments. Subparagraphs (2) and (4) are amended as follows: (2) Up to $2500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "I nsured at our request, including actual loss of earning up to $500 a day because of time off from work. SECTION III - PHYSICAL DAMAGE COVERAGE A. COVERAGE The following is added: 5. Hired Auto Physical Damage a. Any "auto" you lease, hire, rent or borrow from someone other than your employees or partners or members of their household is a covered "auto" for each of your physical damage coverages. b. The most we will pay for "loss" in anyone "accident" is the smallest of. - (1) $50,000 (2) The actual cash value of the damaged or stolen property as of the time of the "loss'; cr (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. If you are liable for the "accident", we will also pay up to $500 per "accident"for the actual loss of use to the owner of the covered "auto". c. Our obligation to pay for, repair, return or replace damaged or stolen propertywill be reduced by an amount that is equal to the amount of the largest deductible shown for any owned "auto" for that coverage. However, any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. d. For this coverage, the insurance provided is primary for any covered "auto" you hire without a driver and excess over any other collectible insurancefor any covered "auto"that you hirewith a driver. 6. Rental Reimbursement Coverage We will pay up to $75 per day for up to 30 days, for rental reimbursementexpenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto". Rental Reimbursement wi l be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for a period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipmentfrom the covered "auto". CERT NO.: 109367l5CA (5Al1`0 `JR71 Eriecow v/zz-) ii5 f2�?'W %%ter4ajptjnsurance Services Offices, Inc. with its permission Page 2 of 4 If "loss" results from the total theft of a covered "auto" of the private passengertype, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under paragraph 4, Coverage Extension. 7. Lease Gap Coverage If a long-term leased "auto" is a covered "auto" and the lessor is named as an Additional Insured - Lessor, In the event of a total loss, we will pay your additional legal obligation to the lessor for any difference between the actual cash value of the "auto" at the time of the loss and the "outstanding balance" of the lease. "Outstanding balance" means the amount you owe on the lease at the time of loss less any amounts representing taxes; overdue payments; penalties, interestor charges resultingfrom overdue payments; additional mileage charges; excess wear and tear charges; and lease termination fees. :101►�? The following is added to Paragraph 3 The exclusion for "loss" caused by or resulting from mechanical or electrical breakdown does not apply to the accidental discharge of an airbag. Paragraph4 is replacedwith the following: 4. We will not pay for "loss" to any of the following: a. Tapes, records, disks or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment. b. Equipment designed or used for the detection or location of radar. c Any electronic equipmentthat receives or transmits audio, visual or data signals. Exclusion 4.c does not apply to: (1) Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the powerfrom the "auto's" electrical system, i n or upon the covered "auto'; or (2)Any other electronic equipment that is: (a) Necessaryfor the normal operation of the covered "auto" or the monitoring of the covered "auto's"operating system; or (b) An integral part of the same unit housing any sound reproducing equipment described in (1) above and permanently installed in the opening of the dash or console of the covered "auto" nominally used by the manufacturerfor installation of a radio. D. DEDUCTIBLE The following is added: No deductible applies to glass damage if the glass is repaired ratherthan replaced. CERT NO.: 3073677SCA (MMM71 arise.. 7Jff) i%t rt2pjp$� teeal(f )insurance Services Offices, Inc. with its permission Page 3 of 4 SECTION IV. BUSINESSAUTO CONDITIONS A LOSS CONDITIONS Item 2.a. and b. are replacedwith: 2. Duties In The Event of Accident, Claim, Suit, or Loss a You must promptly notify us. Your duty to promptly notify us is effective when any of your executive officers, partners, members, or legal representatives is aware of the accident, claim, "suit', or Loss. Knowledge of an accident, claim, "suit", or loss, by other employee(s) does not imply you also have such knowledge. b. To the extent possible, notice to us should include: (1) How, when and where the accident or loss 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 accident or loss. The following is added to 5. We waive any right of recovery we may have against any additional insured under Coverage A. I. Who Is An Insured g., but only as respects loss arising out of the operation, maintenanceor use of a covered "auto" pursuantto the provisionsof the "insured contract",written agreement, or permit. B. GENERAL CONDITIONS 9. is added 9. UNINTENTIONAL FAILURETO DISCLOSE HAZARDS Your unintentional failure to disclose any hazards existing at the effective date of your policy will not prejudice the coverage afforded. However, we have the right to collect additional premium for any such hazard. COMMON POLICY CONDITIONS 2.b. is replaced bythefollowing: b. 60 days beforethe effective date of cancellation if we cancel for any other reason. $�O10� Brisow 7T�Tf�PCERT NO: 10736CIRCAc�Vto p geerji olgf J surauce Services Offices, Inc- with its permission Page of 4 IMPORTANT F the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rightsto the certificate holder in lieu cf such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions d the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in heu. ofsuch endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmativelyor negatively amend, extend or alterthe coverage afforded by the policies listed thereon. ACORD 25 (2009104) INS025(20D901) 01 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on August 17, 2011, by and between the CITY OF LODI, a municipal corporation (hereinafter 'CITY), and REO's Appliance Center (hereinafter'CONTRACTOR). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for Purchase of Energy Star rated refrigerators for the ARRA low income refrigerator replacement program. (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section .2 'ime For Commencement n. 4 )I !ti n of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be 1 counted against CONTRACTORs contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetinss CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff priorto any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY underthis Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term 2 The term of this Agreement commences on August 17th, 2011 and terminates upon the completion of the Scope of Services or on December 1st, 2011, whichever occurs first. ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of 'ayment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with 3 this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years afterfinal payment underthis Agreement. ARTICLE 4 MISCEL SEC PROVISIONS Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement cf any sub CONTRACTOR on the basis cf race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Resvonsibilitvfor Damane CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence of the City cf Lodi or its officers or agents. Section 4.4 No Personai Liabitity Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts cf the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 Insurance Reauirementsfor CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Manager Customer Service, EUD To CONTRACTOR: REO's Appliance Center 7 W Oak St Lodi, CA 95240 Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Emplovee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not 5 an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 13 Applicable Law, iii 11 i 1 4111 rn :i Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. Section 4.14 City Business License Requirement 6 CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. Section 4.20 Authority 7 The undersigned hereby represent and warrant that they are authorized by the partiesto executethis Agreement. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: RANDI JOHL City Clerk CITY OF LODI, a municipal corporation KONRADTBARTLAM, City Manager APPROVED AS TO FORM: CONTRACTOR:REO's Appliance Center D. STEPHEN SCHWABAUER, City Attorney JANICE D. MAGDICH, Deputy City Attorney Attachments: ExhibitA —Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements 8 ExhibitA/B SCOPE OF SERVICES AND FEE PROPOSAL REO's Appliance Center agrees to provide fifty-four(54) refrigeratorsfor the ARRA senior low income refrigerator replacement program for the City of Lodi in strict conformity with the terms and conditions of this contract. REO'sAppliance Center wiII provide all necessary appliances and services to deliver the program underthis agreement. Specifications: 20 cubic foot refrigerator or equivalent Energy Star-rated/approved Top freezer/bottom refrigerator style unit No automatic ice maker Laborto install and remove old unit Refrigerator and labor are all include in price - Not to exceed $41,890. Exhibit C Insurance Requirements for Contractor The Contractor shall take out and maintain during the life of this contract, insurance coverage as listed below. These insurance policies shall protect the Contractor and any subcontractor performing work covered by this contractfrom claims ibr damages for personal injury, including accidental death, as well as from daims for property damages, which may arise from Contractor's operations under tt➢s contract, whether such operations be by Contractor or by any subcontractor or by anyone directly or indirectly employed by either of them, and the amount cf such insuranceshall beasfollows: $1,000,00013odily Injury - Ea. Occurrence/Aggregate $2,000,000 Property Damage Ea. Occurrence/Aggregate $2,000,000 Combined Single Limits COMPREHENSIVE AUTOMOBILE LIABILITY $ 500,000 Bodily Injury - Ea. Person $ 500,000 Bodily Injury - Fa. Occurrence $500.000 Properly Damage- Ea. Occurrence $1,000,000 Combined Single Limits GARAGE LIABILITY $1,000,000 Auto Only - Ea. Accident $1,000,000 Other than Auto Only-Ea.Accident NOTE: Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a daims period following termination of coveragewhich is at least consistent with the daims period or statutes of limitations found in the Callfomia Tort Claims Act (California Govemment Code Section 810 at seq.). A copy of the certificate of insurancewith the following endorsements shall be furnished to the City: (a) ArirtitinnA NamarllnciirarlEndersomant Such Insurance as is afforded by this policy shall also apply to the City of Lodl, Its elected and appointed Boards, Commissions, Officers, Agents, Volunteers and Employeesas additional named insureds. (This endorsement shall beon a form furnished to the City and shall be includedwith Contractor's policies.) (b) Primary Insurance Endorsement Such insurance as Is afforded by the endorsement for the Additional Insureds shall apply as primary insurance, Any other insurance maintained by the City of Lodi or its officers and employees shall be excess only and not contributing with the insurance afforded bythis endorsement. (c) Severability of InterestClause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. (d) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation cr reduction in coverage to the Risk Manager, City of Lodi. 221 W. Pine St., Lodi, CA 95240. Comoensation Insurance The Contractor shall takeout and maintain during the life of this contract. Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any worts is sublet, Contractor shall require the subcontractor similarly to provide Workets Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. In case any class of employees engaged in hazardous work under this contract at the site of the project is not protected under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide insurance for the protection of said employees. This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 W. PineSt., Lodi, CA 95240. .4 CERTIFICATE OF LIABILITY INSURANCE �(2012o1rc1 ) THIS CERTIFICATE B 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 REPRESENTATIVEOR PRODUCER,AND THE CERTIFICATE HOLDER. ACCORDANCE WITH THE POLICY PROVISIONS. IMPORTANT Ifthe certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION B WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rightsto the PRODUCER NAME: Maly Nathan - Mid -Central Valley Insurance X0NE •Extl' (209)334-4242j (acF No ) 369-0684..._ 301 S. Ham Lane, Suite F ADDRESS: mnathan@mavins.00m —_ - P.O. BOX 490 PRODUCER _ C,ISTOMER1r 8e00001172 Lodi CA 95241 INSURER(S) AFFORDING COVERAGE p NAIC # INSURED NSL1;ERA:Amco Insurance Company 19100_ BRAD NATHAN INSURERB:Star Insurance/ Illinois Midwest T DBA: REO'S APPLIANCE CENTER 7 W OAK ST INSURERE LODI CA 95240-3504 INSURERF : EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN RE INSR1 LTR . TYPE OF INSURANCE ADDLSUBR INR VIIVD POLICY NUMBER POLICYEFF 4WDD/YYYY1 I POLICY EXP MM/DD/YYYY LIMITS GENERAL LIABILITY EAMOCCURREO $ 1,000rnO( X COMMERCIAL GENERAL LIABILITY A I CLAIMS -MADE �X OCCUR X CP7832874733 )/22/2010 --• ---- 0/22/2011 -- -- - -- Is — — 300100( $ 5, 000 MED EXP (Any one person) PERSONAL & ADV INJURY _.._..5 --..._ $ , 1,000,000 i_ GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY JECT LOC $ AUTOMOBILELIABILITY COMBINED SINGLE LIMIT 7 n ANY AUTO (Ea accident) BODILY INJURY (Per person) $ I $ J ALL OWNED AUTOS I_ J SCHEDULED AUTOS HIRED AUTOS $ �" --- $ BODILY INJURY(Peraccident) PROPERTY DAMAGE (Per accident') NON-OWNEDAUTOS $ $ _1 UMBRELLA LIAe OCCUR E#EE6664AB CLAIMS-MADA EACHOCCURREIpCE $ AGGREGATE DEDUCTIBLE $ RETENTION $ $ WORKERS TY AND EMPLOYERS ANY PR PRIIETOR/PRTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? f N B (ManCatory In NH) Ifyyes, describe under i DESCRIPTIONOF OPERATIONS below N / A CM8TR0507988 /1/2010 9/2/2011 f ELIEACHACCDENT OER $ 11000,000' E.L. DISEASE -EA EMPLOYE $ 1,000,001 E.L DISEASE- POLICYLIMIT 1 $z Business Personal ,CP7832874733 D 2 2010 0/22/2011 $200,6001imit Repl. Cos A i Property 1 1 $250 deductible Certificateholder is listed as additional insured/primary wording per attached endorsements PB AI99 (01/01), & PB 250( (01-01) CERTIFICATE HOLDFR CANCELLATION (209)333-6710 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Lodi , its Elected & Appointed ACCORDANCE WITH THE POLICY PROVISIONS. Boards,Commissions, Officers Agents & Employees Auri�DHizZniisEaLTArIUE 221 W. Pine St. Lodi, CA 95240 ACORD 25 (2009/09) ©1988-2009 ACORD CORPORATION. Al I rights reserved. INS025 (200909) The ACORD name and logo are registered marks of ACORD EFFECTIVE DATE 12:01 AM Standard Time, (at your principal place of business) BUSINESSOWNERS PS 25 00 (01-01) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IP CAREFULLY. POLICY NUMBER: ACP BPR 7832874733 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF OTHER INSURANCE CONDITION: PRIMARY INSURANCE FOR NAMED INSURED PRIMARY INSURANCE FOR NAMED INSURED INTHE PREMIER BUSINESSOWNERS COMMON POLICY CONDITIONS, UNDER CONDITION H. OTHER INSURANCE, THE FOLLOWING ISADDED: WITH RESPECT ONLY TO THE PERSONS OR ORGANIZATIONS SHOWN .IN THE SCHEDULE OF THIS ENDORSEMENT, WHO HAVE BEEN ADDED BY SEPERATE ENDORS.EMENTAS ADDITIONAL 'INSUREDS„THE INSURANCE AFFORDED: TO YOU BRAD NATHAN BY THIS POLICY SHALL BE PRIMARY INSURANCE WITH RESPECT TO ANY CLAIM OR SUITAGAINST YOU ARISING OUT OF YOUR ONGOING OPERATION PERFORMER FOR SUCH PERSONS OR ORGANIZATIONS. WITH RESPECTTO SUCH PERSONS' OR ORGANIZATIONS' LIABILITY ARISING SOLELY OUT OF YOUR ONGOING OPERATIONS PERFORMED FOR THEM, ANY OTHER INSURANCE MAINTAINED BY SUCH PERSONS OR ORGANIZATIONS WITH RESPECTTO SUCH LIABILITY SHALL BE NON-CONTRIBUTING WITH YOUR INSURANCE UNDER MIS POLICY. SCHEDULE OF PERSONS OR ORGANIZATIONS: -CRY OF LODI, ITWELECTED. & APP.O.INT-ED. BOARDS, COMMISSIONS, OFFICERS, AGENTS & EMPLOYEES 221 W PINE ST LODI,'CA 95240.2089 Al I tenm and conditions of this policy apply unless modified by this endorsement. PB 25 00 (01-01) ACP BPR 7832874733 INSURED COPY 78 27764 09000 OL Ad03 J.NRSV Eclymm lids dov L to L ailed (40-10) 66 Id Sd 060'000:. seo .aun . 11d 0016% 0i aaue�tn020 Jad :aouemsul.;aMltull L6�Z-06 Qi 0E'68-66 muel A011od MUMMA Ud8 d3V :AagwnN kllod ANVdW03 S3NVHnSN1 OOM :Iluedwoo Bulnssl VaCI • t RM13'Nt/ UVN patnsul PBWRN 1eq pajap Big wuattrsul ;o sll(Ltrl. pue weal JW119 1 'jaq.wnly Aallod etn'patnsuj WHIM.ino 'uopeuuojml::moA j03 �mgaq.umogs patnsul paweN ayi of panssi �llod ayl;o suolllp w pue suuea ayl;o lie pl:l0ajgns•sl an0gPARj0;;a2 aBen6.uei.boIRW aye. •spua asuaop as aslyaue:4 ayl BupuetB golf yuan lumeeifie Jo aoeyu00..lsy; uaya& spue Aullod. sltp .tspun po nsul leuoplppe sa snp ' 4Jeyl NSA3MOH poll %asueop. assl4auel; e;o:i;ueiB.agl:semp(PRe a?;an6}lta ue sl luawaaiSe jo.lowpoo uallpmKqasiaq y 131 seyleyl uol;szitteHroia uosjad �iub. ma -m-11 ro aq ii-YAOM . •aBetareoo Allllgell jivauaB'BulpjAo4d Aphod in'oX uo.painsul.leuolgppe uasa pappo aq UpIr 1ueBloao uostad yons ley;luawaaAe2o pequoa ugpm a ul.pee�a enetl'goll ue8aa to uos�a�d tlans:pue E nlsq pip painsul patueN. ayl a j n. A uatIm spaansul RjImpewolne eye suo'pez�peBlo to sun aed Ru1miallovityl le ftv :�n011o1 se sapinoid amnsNl NV Si OHM •11 uolime Imad aBetano314111gon staumapasulsne taltumd .tna:tspur `nn01841 unnogs paJnsul pawaN 041 01 panssi liollod eouetnsul'Molaq peals Auadwoo 6uldssl ayl 6ulurm 'mo tapun painsu!.leppof not of lues ue'eq say two) 9141rslnue 19 SINId 1W. l41o�0 S3811Q7dW3:'8. $.l.N���i �i:1;�1�ID `�Nfi15Si1W1�113 'S`Ob1i0EI'MiNICddv:W MAIM'13 d Idol O .A.00 :pai[tsul leualllpl d ue:ieepplouRpea uogezluimo J— 0-10bsjad 3SNa011 NO 3SIHOWMA.10 MOINVU0 (WD D) 66 IV ad (seaujsnq;o soeld jadloupd jnoh;s) S2IHNMOS:SEINISM 'atuj l pOptEelS Wil' 0.WEIM SA1103*1B acorri� CERTIFICATE OF LIABILITY INSURANCE °0712or20�°°11 "' isTE IS ISSUED AS A MATTER. OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES TE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED V111E OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: N the certificate holder Is an ADDITIONAL INSURED, the polfcy(fes) must be endorsed. If SUBROGATION IS WAIVED, subject to the terns and conditions of the policy, certain policies may require an endorsement A statiMnard on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). "mum Roberta Cash Laurie Sams Fax PUK ft no HONE� Not 209)3314494 310A S. CrescentAvenue Lodi, CA 95240 • Iaurie.barcus statefarrn.00m #0637889 rrsu s AFFORIMMOOVERAGE NAIL* PRODUCTS -COMPIOP AGO S f MURERA• Stete Farm Mutual Autwobille Insurance Comm =78 1N81 N D Nathan, Brad & Mary, DBA: Reds Appliance WISuIERe: 7 W. Oak St W c: Lodi, CA 95240 MUM D erg E: ersuRErR.�: I :OVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEAI ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY '.ME w ii TSS DESCRIBED HEREIN 33 SUBJECT TO ALL THE TERMS JwX LUSIQNSN9D 09-NDITI9INS OF SUCH POLICIES. LIMIT$ S'HOIM1 MAYHAM B®IREDUCED BY PAID CLAIMS LTKTYPEOFarN~CE LUNTs krB�lER/1I. LIABILITY COMMERCIAf GENERAL LIABILITYf CLAMS WS. F� OCCUR GENt AGGREGATE LIMIT APPLIES PER: POLICY LOC EACH OCCURRENCE i 315 To REMMU MED EXP Vm one pawn) f PERSONAL 6 ADV INJURY f GENERALAGGREOATE $ PRODUCTS -COMPIOP AGO S f AM uARMTY ANY AUTO x SS�ULED � NON'OYYIED HIREDAUTOS AUTOS 366 7273-F04.65C 0" 55144)04-M0410412011 060112011 12/01/2011 IW061x011 f BODRYINJURY(Parperran) f g0p000 SODR.YINJURYMweaddeM ; SKOD0 f 500000 f UMeR511AUAS EXCESSLIA9 OCCUR CLAW EACH OCCURRENCE $ AGGREGATE $ DED I I REIEmION $ WORKERSCOMPENSATION AND EMPLOYERS LIA OM ANY PROPMErORIP.� YIN -N OFFICEIMEMaER EXCLUDED? (Meado" In NH)9 p yea; doeo fUe under r A E.L. EACH ACCIDENT $ E.L. DISEASE - EA MPLOYE4 f E.L. DISEASE _POIICY LIMIT I f .9 oeecamrroN OF oPERATI ONS r LOCATIONS r VEIACLEs (Arradr ACORD IOI. AdMond Ro m ft Sodedi le, N more span re Mildred) 2001 Dodge Ram Pickup 3B7KC26651M584529 2006 Chevrolet C1500 #3GCEC14V36G1S1430 Wditional Insured and Certificate Holder. City offodk itselected and appointed Boards, Commissions, Officers, Agents, Volunteers and Employees CERTIFICATEHOLDER CANCELLATION City of Lodi Risk Manager 221 W. Pine St Lodi, CA 95240 ACORD 26 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLE-D BEFORE THE EXPIRATION DATE THEREOF, NOTICE WRL BE DELIVERED N ACCORDANCEWITH THE POLICY PROVISIONS. AUTHO REPRESENTATM a IWO-2010 ACORD CORPORATION. Al I rights resewed. The ACORD name and logo are registered marks of ACORD 1001486 132849.6 11-15-2010 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered info on August 17, 2011, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY))), and Loel Foundation, Inc (hereinafter "CONTRACTOR"). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for Administration of the ARRA low income refrigerator replacement program. (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as setforth in Exhibit A. Section 2.2 ime For Commencement and Completiuii of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be 1 counted against CONTRACTORs contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes cf CONTRACTOR's project staff priorto any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein, CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term r� The term of this Agreement commences on August 17th, 2011 and terminates upon the completion of the Scope of Services or on December Ist, 2011, whichever occurs first. ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with KI this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3)years after final payment under this Agreement. ARTICLE 4 MISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Responsibility for Damage CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence of the City of Lodi or its officers or agents. Section 4.4 No Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 Insurance Reauirements for RACT CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY, Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms cf this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certifiedmail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Manager Customer Service, EUD To CONTRACTOR: Loei Foundation, Inc 105 S Washington St Lodi, CA 95240 Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Emplovee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not 5 an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice, Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees This Agreement shall be governed by ?he laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. Section 4.14 Citv Business License Requirement 6 CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. Section 4.20 Authority 7 The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: RANDI JOHL City Clerk APPROVED AS TO FORM: D. STEPHEN SCHWABAUER, City Attorney JANICE D. MAGDICH, Deputy City Attorney By: Attachments: ExhibitA - Scope of Services Exhibit B - Fee Proposal Exhibit C - Insurance Requirements 8 CITY OF LODI, a municipal corporation KONRADTBARTLAM, City Manager CONTRACTOR:Loel Foundation, Inc 0, �FA) I %7b-) Name- Title- OTID 4")ExhibitA/B SCOPE OF SERVICES AND FEE PROPOSAL Loel Foundation, Inc agrees to administerthe ARRA senior low income refrigerator replacement program for the City of Lodi in strict conformitywith the terms and conditions of this contract. The Loel Foundation, Inc will provide all necessary services to deliver the program under this agreement. Identify potential program recipients and prepare list Contact recipients and validate program eligibility based on Federal income guidelines Receive completed program application (including income documentation) and schedule delivery with Appliance contractor Submit all documentation to City of Lodi Not to exceed $1,710. ttF0 Insurance Reauirementsfor Contractor The Contractor shall takeout and maintain during the life of this contract, insurance coverage as listed below. These insurance policies shall protect the Contractor and any subcontractor performing work covered by this contract from claims for damages for personal injury, including accidental death, as well as from claims for property damages, which may arise from Contractors operations underthis contract, whether such operations be by Contractor or by any subcontractor or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: COMPREHENSIVE GENERAL LIABILITY 2. COMPREHENSIVEAUTOMOBILE LIABILITY $1,000,000 Ea. Occurrence $1,000,000 Bodily Injury - Ea. Person $1,000,000 Bodily Injury - Ea. Occurrence $2,000,000 Aggregate $1,000,000 Property Damage- Ea. Occurrence NOTE: Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95241-1910; (2) The insurance certificate must state, on its face or as an endorsement, a description of theroa iectthat it is insuring. A copy of the certificate of insurancewith the following endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Such insuranceas is afforded by this policyshall also apply to the City of Lodi, its elected and appointed Boards, Commissions, Officers, -Agents, Employees, and Volunteers as additional named insureds. (This endorsement shall be on a form furnished to the City and shall be included with Contractor's policies.) (b) Primary Insurance Endorsement Such insurance as is afforded by the endorsement for the Additional Insureds shall apply as primary insurance. Any other insurance maintained by the City of Lodi or its officers and employees shall be excess only and not contributing with the insurance afforded by this endorsement. (c) Severability of Interest Clause The term "insured" is used severally and not collectively, butthe inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. (d) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240. Compensation Insurance The Contractor shall take out and maintain during the life of this contract, Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. In case any class of employees engaged in hazardous work underthis contract at the site of the project is not protected under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide insurance for the protection of said employees. This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240. NOTE: No contract agreementwill be signed nor will any work begin on a project until the proper insurance certificate is received by the City. a�tza® CERTIFICATE OF LIABILITY INSURANCE �i29 /2011 PRODUCER CONTACT Wendy Clark Mid -Central Valley Insurance PHONE j. 209 334-4242 PNAC No./209)365-0664 IAIC noo ess:wclark4MCvins.com 301 S. Ham Lane, Suite F P.O. Box 490 PRo UC A0002528 INSURER($) AFFORDING COVERAGE NAICN Lodi CA 95241 INSURED 1NSURER,A:N0IIpr0fit8 Ins. Alliance Of CA INSURER O LOEL Foundation, A Corporation INSURERC: 105 South Washington Street INSURERD INSURERE Lodi CA 9° INSURERF: COVERAGES CEF THIS S TO CERTIFYT HAT THE POLICIEb JF INSURANCE, LISTED,I3ELOW'HAVE BEEN. ISSUED TO THE. INSURED NAMED.ABOVE FOR THEPOL.ICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR,cQNDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH; RESPECT TO WHICH: THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE. AFFORDED BY THE POLICIES DESCRIBEDHEREIN IS SUBJECT to ALL THE TERMS. EXCLUSIONSAND CONDITIONS OF SUCH POLICIES: LIMITS.SHOWN MAY HAVE:BEEN REDUCED BY PAID CLAIMS. NSR _IS TYPE OFiNSURANCE BR POLICY NUMBER POLICY EFF. MMIDUNYYY POLICY'EXP MMIDD N LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,goo A X. COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR X 010 -07948 -NPO 2/18/2010 12/18/2011 PR MIS "(Ea occurrencel S 50:01000 MED EXP (Any one person) S 20,00.0 PERSONAL& ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 24MOMO GEN'L.AGGREGATELIMITAPPLIESPER: PRODUC75•COMP/OP AGG 5 2,000,000 X" POLICY PR0- Is l COMBINED SINGLE LIMIT Me accident) BODILY N1FZY (Per person) Is BODILY INJURY (Per accident) S PROPERTY DAMAGE $ (Paraccident) S NON -OWNED AUTOS S UMBRELLALIAE J:TUR EACHOCCURRENCEEXCESS AGGREGATE $ LIAR S•MADE DEDUCTIBLE Is S RETENTION S WORKERS COMPENSATION I WCSTATU<,I OTH- E AND EMPLOYERS LIABILITY YIN OP�FICERIMEMBER EXCLUDDEED? ECUTIVE a I1 A El EACHACCIDENT S EL DISEASE EA EMPLOYE S (Mandatory In NH) If gas. describe under DESCRIPTIONOFOPERATIONS below E.L. DISEASE-POLICYLIMT S )ESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (Attach ACORD 101, Additional Remarks Schedule, N more space Is requirod) Leo Professional Services Agreement related to refrigerator replacement program through Energy Efficient Grant from Ldditiontl Inured: CITY OP LODT, ITS ELECTED & APPOINTED BOARDS, CQ=SSIONS, OFFICERS, AGENTS a EMPLOYEES (per tttached CG 20 26 07 04). Primary wording included in attached voliev form CG 00 01 07 98 (referencepaQe 9 of 13) :ERTIFICATE HOLDER CANCELLATION SHOULD ANY CFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Lodi - Attn: Risk Management ACCORDANCE WITH THE POLICY PROVISIONS. 221 W. Pine Street Lodi, CA 95240 AUTHORIZED RE ESENTATIVE l 4 ACORD 25(2009/09) ©1 2009 ACORD CORPORATION. All rights reserved. INS025 (20CeD9) The ACORD name and logo are registered irl of ACORD POLICYNUMBER: 2010 -07948 -NPO COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons Or Organization(s) Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreefr ernt currently in effect, or becoming effective ,during the term ofthis,policy, and for which., a certificate of insurance namin such person or organization as additional insured has been issued, ut only with respect to their liability arising out of their requirements for certain perform- anoe placed upon.yyo��u, as a nonproft.organization, m consideration for funding or financial contd tions you receive nn them. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. :ITY CF LODI, ITS ELECTED & APPOINTED BOARDS, C%IMISSIONS, OFFICERS, AGENTS I EMPLOYEES Information required to complete this Schedule if not shown above will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization )shown in the Schedule, but only with respect to likility for "bodily injury", "property dam- age" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance cf your ongoing operations; or B. In connection with your premises owned by or rented to you. CO 20 26 07 04 © I S 0 Properties, Inc., 2004 Page 1 of 1 11 COMMERCIAL GENERAL LIABILITY CG 00 0107 98 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. b. Read the entire policycarefully to determine rights, i duties and what is and s not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insur- ance. C. The word "insured" means any person or organization qualifying as such under Section if — Who Is An In- sured. 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 be- comes legally obligated to pay as damages be— cause 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, Investi- gate any "occurrence" and settle any claim or "suit" that may result. But: Cl)he amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit cf insur- ance in thepayment cf judgments or set- tlements under Coverages A or B or medi- cal expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments — Coverages A and B. This insurance applies to "bodily injury" and "properly damage" only if {1'Diae "bodily injury" or "property damage" is caused by an "occurrence that takes place in the "coverage territory"; and (2) The "bodily injury" or "property damage" occurs during the policy period. Damages because cf "bodily injury" include damages claimed by any person or organiza- tion for care, loss of services or death resulting at anytime from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended injury "Bodily injury" or "property damagge" expected or intended from the standpoint of the insured. This exclusion does notapply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason cf the assumption of liability in a con- tract or agreement. This exclusion does not apply to liabilityfordamages: C11�at the insured would have in the absence cf the contract or agreement; or (2) Assumed In a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subse- quent to the execution of the contract or agreement. Solely for the purposes of liabil- ity assumed in an "insured contract", rea- sonable attorney fees and necessary Riga- iion expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and CG 00 0107 98 Copyright, Insurance Services Office, Inc., 1997 Page 1 of 13 12 (b) Such attorney fees and litigation ex- penses are for defense cf that party against a cM or alternative dispute reso- lution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability d. e. "Bodily injury' or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or un- derthe influence of alcohol: or (3)Any statute, ordinance or regulation relating to the sale, gifl, distribution or'use of alco- holic beverages. This exclusion applies only if you are in the buslness cf manufacturing, distributing, selling, serving or furnish. ing alcoholic boera_qes; Workers' Compes`atinn And Similar Laws Any obligation of the insured under a workers' compensation, it benefits or un mpl.oy ment compensation law or any similar law. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured: or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister cf that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (I)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 dam- ages because cf the injury. This exclusion does not apply to liability as- sumed by the insured under an "insured con- tract". f. Pollution C1'])odily injury" or "property damage" arising out cf the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease or e s c ap e ct "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot from equipment used to heat that building; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee cf such premises, site or location has been added to your pol- icy as an additional insured with re- spect to your ongoing operations per- formed 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 in- sured, other than that additional in- sured; or (iii) "Bodily injury" or "property damage" arising out cf heat, smoke or fumes from a "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 han- dling, storage, disposal, processing or treatment of waste: (c) Which are or were at any time trans- ported, handled, stored, treated, dis- posed of; or processed as waste by or for any insured or any person or organi- zation for whom you may be legally re- sponsible; or Page 2 of 13 Copyright, Insurance Services Office, Inc., 1997 CG 00 01 0798 13 (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's half are per- forming operations if the "pollutants" are brought on or to the premises, site or lo- cation in connection with such opera- tions by such insured, contractor or sub- contractor. However, this subparagraph does not apply to: (i) 'Bodily injury" or "property damage" arising out of the escape of fuels, lu- bricants or other operating fluids which are needed to perform the normal electrical, hydraulic or me- chanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury!' or "prope.ity damage" arises out of the intentional discharge, dispersal or re- lease of the fuels, lubricants or other operating fluids, or if such fuels, lu- bricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being per- formed by such insured, contractor or subcontractor; (ii) 'Bodilyin ury" or "property damage" sustained' within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connec- tion with operations being performed by, you or on your behalf by a con- tractor or subcontractor; or (iii) 'Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's behalf are per- fomvng operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in anrespond to, or assess the ef- fects s "pollutants". (2) Any loss, cost or expense arising out ofany: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, dean up, re- move, contain, treat, detoxify or neutral- ize, or in any way respond to, or assess the effects of, "Pollutants"; or (b) Claim or suit by or on behalf of a gov- ernmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, de - to' or neutralizing, or in any way r . pon ' g to, or assessing the effects of, "pollutants". However, this paragraph 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 govern- mental authority. 9. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or en- trustment to others cf any aircraft, "auto" or wa- tercraft owned or operated by or rented or loaned to any insured: Use includes operation and "loading or unloading". This exclusion does not apply to: (/)A watercraft while ashore on premises you own or rent; (2) A watercraft ytiu do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property fir a charge; (3) Parking an "auto" on, or cn the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured con- tract" for the ownership, maintenance or use cf aircraft or watercraft; or (5) 'Bodily injuryy" or it damage" arising out Of the operation d any cf the equipment ment listed in Paragraph f.(2) or f.(3) of the defini- tion of "mobile equipment". CG 00 01 07 98 Copyright, Insurance Services Office, Inc., 1997 Page 3 of 13 D h. Mobile Equipment "Bodily injury" or "property damage" arising out Of 4( IAe transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i War 'Bodily injury" or "property damage" due to war, whether or not declared, or any act or condition incident to war. War includes civil war, insurrec- tion, rebellion or revolution. This exclusion ap- plies only to liability assumed under a contract or agreement. j. Damage To Property "Propertydamage" to: (1) Property you own, rent, or occupy; (2) Premises you sell, give away or abandon, .if the "property damage" arises out of any part of those premises; (3) Property loaned to you; {4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) Thatpparticular part of any property that must be restored, repaired or replaced be- cause "your work" was incorrectly per- formed on it. Paragraphs (1), (3) and (4) of this exclusion do no€ apply to "property damage" (other than damage by fire) to premises, including the con- tents of such premises, rented to you for a pe- riod of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Prem- ises Rented To You as described in Section III — Limits Of insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a side- track agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I, Damage To Your Work "Property damage" to "your world' arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged wodk or the work out cf which the damage arises was performed on your behalf by a sub- contractor. m, Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property' or property that has not been physically injured, arising out of: 4( IWefect, deficiency, inadequacy or danger- ous, condition in "your product" or "your work';; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordancewith its terms. This exlusion does not apply to the loss cf use of other property arising out of sudden and ac- cidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall CSE Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replace- ment, adjustment removal or disposal of (1) "Your product'; (2) "Your work'; or (3) "Impaired property'; if such product, work, or property is withdrawn or recalled from 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 "Bodily injury" arising out of "personal and ad- vertising injury". Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporar- ily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III —Limits Of Insurance. Page 4 of 13 Copyright, Insurance Services Office, Inc., 1997 CG 0001 0798 13 COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILTI'Y 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages be- cause of "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 "personal and ad- vertising mjury" to which this insurance does not apply. We may, at our discretion, investi- gate any 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 III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B or medi- cal expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments — Coverages A and B. b. This insurance applies to "personal and adver- tising injury" caused by an offense arising out of your business but only if the offense was com- mitted in the "coverage territory" during the pol- icy period. 2. Exclusions This insurance does not apply to: a. "Personal and advertising injury": (1) Caused by or at the direction of the insured with the knowledge that the act would vio- late the rights of another and would inflict "personal and advertising injury"; (2) Arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity; (3) Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period; (4) Arising out of a criminal act committed by or at the direction of any insured; (6) Arising out of a breach of contract, except an implied contract to use another's adver- tising idea in your "advertisement"; (7) Arising out cf the failure cf goods, products or services to conform with any statement of quality or performance made in your "adver- tisement"; (8) Arising out cf the wrong description cf the price of goods, products or services stated in your "advertisement"; (9) Committed by an insured whose business is advertising, broadcasting, poblisling or telecasting. However, this exclusion does not:apply to Paragraphs 14a., b. and c. of "personal and advertising injury" under the Definitions Section; or (10) Arising out of the actual, alleged or threat- ened discharge, dispersal, seepage, migra- tion, release or e s cape of "pollutants" at any time. b. Any loss, cost or expense arising out of any: � I I)equest, demand or order that any insured or others test for, monitor, clean up, re- move, contain, treat, detoxify or neutralize, or in any, way respond to, or assess the ef- fects of, "pollutants"; or (2) Claim or suit by or on behalf of a govern- mental authority for damages because of testing for, monitoring, cleaning up, remov- ing, containing, treating, detoxifying or neu- tralizing, or in anyway responding.to, or'as- sessing the effects of, "pollutants". COVERAGE C MEDICAL PAYMENTS 1, Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (I)9n premises you own or rent; (2) On ways next to premises you own or rent: or (3) Because of your operations; provided that: SIT accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within one year of the date of the acci- dent: and (5) For which the insured has assumed liability (3) The injured person submits to examination, in a contract or agreement. This exclusion at our expense, by physicians cf our choice does not apply to liability for damages that as often as we reasonably require. the insured would have in the absence of the contract or agreement; CG 00 0107 98 Copyright, Insurance Services Office, Inc., 1997 Page 5 of 13 0 h We will make these payments regardless of fault. These payments will not exceed the ap- plicable limit of insurance. We will pay reason- able expenses for: (1) First aid administered at the time cf an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic de- vices; and (3) Necessary ambulance, hospital, profes- sional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. To any insured. 2. b. To a person hired to do work for or on behalf of any insured or a tenant cf any insured. c. To a person injured on that part of premises you own or rent that the person normally occu- pies. d. To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. To a person injured while taking part in athlet- ics. f. Included within the "products -completed opera- tions hazard". g. Excluded under Coverage A. h. Due to war, whether or not declared, or any act or condition incident to war. War includes civil war, insurrection, rebellion or revolution. SUPPLEMENTARY PAYMENTS —COVERAGES A AND B 1. We will pay, with respect to any claim we investi- gate or settle, or any "suit" against an insured we defend: a. Aii expenses we incur. h Up to $250 for cost of bail bonds required be- cause of accidents or traffic law violations aris- ing out of the use cf any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit cf insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the in- sured at our request to assist us in the investi- sation or defense cf the claim or "suit", includ- ing actual loss cf earnings up to $250 a day because cf time ag from work. e. All costs taxed against the insured in the "suit". f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable litmt of insurance, we will not pay any prejudgment in- terest based on that period of "time after the of- fer. g, All interest on the full amount of any judgment that accrues after entry of the judgmentand be- fore we have paid, offered to :pay; or deposited in court the part cf the judgment that is within the applicable limit of insurance. These payments will not reduce the limits cf insur- ance. 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: a. The "stilt" against the indemnitee seeks dam- ages for which the insured has assumed the li- ability >of the indemnitee in a contract or agree- ment that is an "insured contract"; b. This insuranceapplies to such habilityassumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been as- sumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the inter- ests cf the insured and the interests of the In- demnitee; e. The indemnitee and the insured ask is to con- duct and control the defense of that indemnitee against such "suit" and agree that we can as- sign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any de- mands, notices. summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coor- dinating other applicable insurance available to the indemnitee; and Page 6 cf 13 Copyright, Insurance Services Office, Inc., 1997 CG 00 010798 0 (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit'; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attor- neys' fees incurred by us in the defense cf that in- demnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred- by ncurredby the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph Zb.(2) of Section I — Cov- erage A — Bodily Injury And Property Damage Li- ability, 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 insured's indemnitee and to pay for attorneys' fees and necessary litiga- tion expenses as supplementary Payments ends when: a. We have used up the applicable limit cf insur- ance in the payment of judgments or settle- ments; or b. The conditions set forth above, or the terms cf the agreernent described in Paragraph f above, are no longer met. SECTIONII—WHOBAN INSURED If you are designated in the Declarations as: a. An individual, you and your spouse are insur- eds, but only with respect to the conduct cf a business of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but only with re- spect to the conduct cf your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct cf your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their du- ties as your officers or directors. Your stock- holders are also insureds, but only with respect to their liability as stockholders. 2. Each cf the following is also an insured: a. Your "employees", other than either your "ex- ecutive officers" (if you are an organization other than a partnership, point venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope cf their employment by you or while performing duties related to the conduct of your business, However, none of these "em- ployees" is an insured for: 1 >odily injury" or "personal and advertising Miury": (a) To you, to your partners or members (if you are apartnership orjoint venture), to your members (if you are a limited liabil- ity company), or to a co -"employee" while that co -"employee" is either in the course cf his or her employment or per- forming duties related to the conduct cf your business; (b) To the spouse, child,. parent, brother or sister of that co -"employee" as a conse- quence.of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone elsewho 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. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is be- ing exercised for any purpose by you, any of your "employees", any partner or member (if you are a partnership or joint venture), or any member (if you are a lim- ited liability company). b. Any person (other than your "employee' or any organization while acting as your reall es- tate manager. c. Any person or organization having proper tem- porary custody cf your property if you die, but only: (/) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. CG 00 0107 98 Copyright, Insurance Services Office, Inc., 1997 Page 7 of 13 D d. Your legal representative if you die, but only with respect to duties as such. That representa- tive will have all your rights and duties under this Coverage Part. 3. With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your per- mission. Any other person or organization respon- sible for the conduct of such person is also an in- sured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury to a co -"employee" of the person driving the equipment: or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer cf any person who is an in- sured under this provision. 4. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, 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 90th day after you acquire or form the organization or the end cf the policy period, whichever is earlier; 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 advertismg injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct cf any current or past partnership, point venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay re- gardless of the number of.- a. Insureds: b. Claims made or "suits" brought: or c. Persons or organizations making claims or bringing "suits". 2- The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodilyinjuryor "property damage" included in the "products -completed operations hazard": and c, Damages under Coverage B. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed op- erations hazard". 4. Subject to 2. above, the Personal and Advertising injury Limit is the mostwe will pay under Coverage B for the sum of all damages because of all "per- sonal and adverEi; injury' sustained by any one person or oroanization 5. Subject to 2- or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property dam- age" arising out of any one' occurrence'. 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay. under Coverage A for damages because of "pfoperty damage" to anyone premises, while rented to you, or in the case of damage by fire, white rented to you or temporarily occupied by you with permission of the owner. 7. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sus- tained by any one person. The Limits cf Insurance of this Coverage Part apply 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 additionalperiod cf less than 12 months. In that case, the additional period wM be deemed part cf the last preceding period for purposes of determining the Limits of Insurance. Page 8 of 13 Copyright, Insurance Services Office, Inc., 1997 CG 00 01 0798 Cl SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS 1. 2. Bankruptcy Bankruptcy or insolvency cf the insured or of the insures estate will not relieve us of our obliga- lions under this Coverage Part. Duties In The Event Of Occurrence, Offense, Claim CY Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim, To the extent pos- sible, notice should include: 4C 1I)Fw, when and where the "occurrence" or offense took place; (2) The names and addresses cf any injured persons and witnesses: and (3) The nature and location cf any injury or damage arising out cf the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: 4(IWnediately 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 no- tice cf the claim or "suit" as soon as practica- ble. c. You and any other involved insured must: 4CII)amediately send us copies cf any de- mands, notices, summonses or legal pa- pers received in connection with the claim or "suit'; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (g) Assisi us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the in- sured because of injury or damage to which this insurance may also apply. d. No insured will, except at that in�s own cost, voluntarily make a payment, assume any obligation, 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 Coverage 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 compliedwith. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual trial, but we will not be liable for damages that are not payable under the terms cf this Coverage Part or that are in excess cf the applicable limit of insur- ance. An agreed settlement means a seftlement and release cf liability signed by us, the insured and the claimant or the claimant's legal represen- tative 4'' Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Cover- ages A or B cf 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 priioery, our bbtlga- tions are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method de- scribed in c. below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether pri- mary, 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 permission of the owner, or (d) If the loss arises out cf the maintenance or use cf aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage l.iapllity. (2) Any other primary insurance available to YOU covering liability for damages arising out cf the premises or operations for which you have been added as an additional in- sured by attachment cf an endorsement. CG 00 0107 98 Copyright, Insurance Services Office, Inc., 1997 Page 9 of 13 0 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 to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other in- surance, we will pay only our share cf the amount cf the loss, if any, that exceeds the sum of: (1) The total amount that all such other insur- ance would pay for the loss in the absence cf this insurance; and (2) The total of all deductible and seif-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations cf this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contrib- utes equal amounts until it has paid its applica- ble litmt of insurance or none of the loss re- mains, 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 in- surance cf all insurers. 5. Premium Audit a. We will compute all premiums for this Cover- age Part in accordance with our rules and rates. b. Fretnium shlown in this Coverage Part as ad- vance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period. Audit pre- miums are due and payable on notice to the first Named Insured. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computa- tion, and send us copies at such times as we may request. 6. Representations By accepting this policy,you agree: a. The statements in the Declarations are accu- rate and complete; b. Those statements are based upon representa- tions you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this in- surance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part cf any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing afler loss to impair them. At our request, the insured will bring 'suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations wittEn notice of the nonrenewal not less than 30 days before the expi- ration date. If notice is mailed, proof of mailing will be sufficient proof cf notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific mar- ket segments about your goods, products or ser- vices for the purpose of attracting customers or supporters. 2. "Auto" means a land motor vehicle, trailer or semi- trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death re- sulting from any cf these at anytime. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; Page 10 of 13 Copyright, Insurance Services Office, Inc., 1997 CG 00 01 0798 ❑ b. International waters or airspace, provided the injury or damage does not occur in the course of travel or transportation to or from any place not included in a. above: or c. All parts cf the world if: C 1 3ie injury or damage arises out of: (a) Goods or products made or sold by you in the territory described in a. above: or (b) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your busi- ness; and (2) The insured's responsibility to pay damages is determinedin a "suit" on the merits ,in the territory described in a. above or in a set- tlement we agree to. V'Em.ployee" includes a "leased worker". "Employee" does not include a "temporaryworker". 6. "Executive officer" means a person holding any cf the officer positions created by your charter, con- stitution, by-laws or any other similar governing document. 7. "Hostile fire" means one which becomes uncontrol- lable or breaks out from where it was 'intended to be. 8. "Impaired property" means tangible properly, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is lmown or thought to be defective, defi- cient, inadequate or dangerous: or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by a. The repair, replacement, adjustment or re- moval cf "yourproduct" or "yourwork"; or b. Your fulfilling the terms of the contract or agreement. 9."Insured contract" means: a. A contract for a lease of premises. However, that poition of the contract for a lease cf prem- ises that indemnifies any person or organiza- tion for damage by fire to premises while rented to you or temporarily occupied by you with permission cf the owner is not an "insured con- tract": b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet cf a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an in- demnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability cf another part to pay for "bodily injury" or "property dam- age' to a third person or organization. Tort li- ability means a liability that would be imposed by law in the absence cf any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out cf con- struction or demolition operations, within 50 feet cf any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing: (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of (a) Preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opmions, reports, surveys, field orders, change orders or drawings and specifi- cations; or (b) Giving directions or instructions, or fail- ing ailing togive them, if that s the primary cause cf the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the in- sureds rendering or failure to render pro- fessional services, including those listed in (2) above and supervisory, inspection, ar- chitectural or engineering activities. 10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct cf your business. "Leased worker" does not include a "temporaryworker". 11 ."Loading or unloading" means the handling cf property: a. Afler it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto": b, While it is in or on an aircraft, watercraft or "auto": or CG 00 0107 98 Copyright, Insurance Services Office, Inc., 1997 Page 11 ofl3 13 c. While it is being moved from an aircraft, water- craft or "auto" to the place where it is finally de- livered; but "loading or unloading" does not include the movement cf property by means of a mechanical device, other than a hand truck, that is not at- tached to the aircraft, watercraft or "auto". 12 ".Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads: b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads: d. Vehicles, whether self-propelled or not, main- tained primarily to provide mobility to perma- nently mounted: (1) Power cranes, shovels, loaders, diggers or drills: or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently at- tached equipment of the following types: (1) Air compressors, pum s and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and we servicing equipment: or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of for or cargo. However, self-propelled vehicles with the fol- lowing types of 'permanently attached equip- ment are not "mobilo equipment" bui wni be considered "autos": (/) Equipment designed primarily for: (a) Snowremoval: (b) Road maintenance, but not construction or resurfacing: or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment. 13:"Occurrence" means an accident, including con- tinuous or repeated exposure to substantially the same generalharmfulconditions. 14,"Personal and advertising injury" means injury, including consequential "bodily injury", arising out cf one or more ofthe following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person oc- cupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication of material that slan- ders or libels a person or organization or dis- parages a person's or organization's goods, products or services: e. Oral or written publication of material that vio- lates a person's right cf privacy; f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyriht, trade dress or slogan in your "advertisement'. I$,"Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16."Products-completed operations hazard": a. Includes all "bodily injury" and "property dam- age" occurring away, from premises you own or rent and arising out of "your product" or "your work" except: 4CIP)oducts that are still in your physical pos- session; or (2) Work that has not yet been completed or abandoned. However, "your work' will be deemed completed at the earliest of the fol- lowing times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your con- tract calls for work at more than one job site. (c) When that part cf the work done at ajob site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. Page 12 of 13 Copyright, Insurance Services Office, Inc., 1997 CG 00 0107 98 ❑ b. Does not include "bodily injury' or "property damage" arising out of: (1) The trans ortation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured: (2) The existence of tools, uninstalled equip ment or abandoned or unused materials; or (3) Products or operations for which the classi- fication, listed in the Declarations or in a pol- icy schedule, states that products - completed operations are subject to the General Aggregate Limit: 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All sucfi loss of use shall be deemed to occur at the time of the physical injurythat caused it: or b. Loss of use of tangible property that is not physically injured. AD such lass of use shall be deemed to occur at the time of the "occur- rence" that caused it. 18."Suit" means a civil proceeding in which damages because of "bodily mjury", "property damage" or "personal and advertising injury' to which this in- surance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which the insured must submit or does submit with our consent: or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the insured submits with our con- sent. 19. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. 20."Yourproduct" means: a. Any goods or products, other than real prop- erty, manufactured, sold, handled, distributed or disposed of by: (I) You; (2) Others trading under your name; or (3) A person or organization whose business or assets you have acquired; and b. Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. 'Your product" includes: a. Warranties or representations made at any time with respect to the fitness, quality, durabil- ity, performance oruse of "your product"; and b. The providing of or failure to provide warnings or instructions. "Your product°'does not include vending machines or other property rented to or located for the use cf others but not sold. 21."Your work" means: a, Work or operations performed by you or on your behalf, and b. Materials,parts or equipment furnished in con- nection with such work or operations. "Yourwork" includes: a. Warranties or representations made at any time with respect to the fitness, quality, durabil- ity, performance or use of "yourwork": and b. The providing of or failure to provide warnings or instructions. CG 00 01 07 98 Copyright, Insurance Services Office, Inc., 1997 Page 13 of 13 13 1. AA# 2. JV# FUND # BUS. UNIT # ACCOUNT # ACCOUNT TITLE AMOUNT A. 167 5715 Federal Stimulus ARRA $ 15,600.00 SOURCE OF FINANCING B. 167 167102 8098 Public Benefits Program $ 15,600.00 USE OF FINANCING Please provide a description of the project, the total cost of the project, as well as justification for the requested adjustment. If you need more space, use an additional sheet and attach to this form. In 2009, the Lodi City Council approved receipt of federal stimulus funding, known as the Energy Efficiency & Conservation Block Grant. The City of Lodi received $586,200 as part of this federal grant. Staff developed ten programs or projects for the expenditure of the $586,200 grant, and one of the ten aforementioned projects was the Low -Income Residential Energy Efficient Refrigerator Rebate Program. Staff is recommending to expend the remaining federal stimulus money earmarked for this program ($15,000), as well as the local matching funds ($70,000). To assist in administering the program, and to identify eligible customers, the LOEL Centerwill be contracted at a rate of $1,710. In addition, two Lodi applicance dealers (Les's Appliances; and Reo's Appliance) will be provided verificatin/installation forms that must be signed and returned to the Electric Utility Department. Residents will be required to allow the dealer to remove and dispose of the refrigerator beinc replaced. The program will run from September 1,2011 to Decemberl, 2011 or untilfunds are exhausted, whichever comes first. If Council has authorized the appropriation adjustment, complete the following: Meeting Date: Res No: Attach copy of resolution to this form. Department Head Signature: Deputy City Manager/Internal Services Manager Date Submit completed form to the Budget Division wilh any required documentation Final approval will be provided in electronic copy format RESOLUTION NO. 2011-131 A RESOLUTION OF THE LODI CITY COUNCILAMENDING THE LOW-INCOME RESIDENTIAL ENERGY EFFICIENT REFRIGERATOR REPLACEMENT PROGRAM, APPROPRIATING $15,600 INAMERICAN RECOVERYAND REINVESTMENTACT FUNDS, AND AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACTS FOR PROGRAM ADMINISTRATION IN AN AMOUNT NOT TO EXCEED $85,600 WHEREAS, in 2009, the Lodi City Council approved receipt of $586,200 in federal stimulus funding, known as the Energy Efficiency & Conservation Block Grant; and WHEREAS, staff developed ten programs for the expenditure of the $586,200 grant, including creation of the Low -Income Residential Energy Efficient Refrigerator Rebate Program; and WHEREAS, as originally designed, the County of San Joaquin Health & Human Services Agency would administer this project, due to a decrease in resources, the County opted not to administerthis program on the City's behalf; and WHEREAS, staff is now recommending to expend the federal stimulus money earmarked for this program ($15,600), as well as the local matching funds ($70,000), with the administrative assistance of the LOEL Center and two Lodi appliance dealers (Les's Appliance and Reo's Appliance). NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby approve the revised Low -Income Residential Refrigerator Replacement Program, allocate $85,600 for this program, appropriate $15,600 in American Recovery and Reinvestment Act funds, and authorize the City Manager to execute contracts required to complete said program. Dated: August 17, 2011 I hereby certify that Resolution No. 2011-131 was passed and adopted by the City Council of the City of Lodi in a regular meeting held August 17, 2011, by the following vote: AYES: COUNCIL MEMBERS — Hansen, Katzakian, Mounce, Nakanishi, and MayorJohnson NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None &NH L City Clerk 2011-131