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HomeMy WebLinkAboutResolution - 2014-R0401 - Agreement - Agri-Waste Technology Inc. - 12/04/2014Resolution No. 2014-80401 Item No. 6.8 December 4, 2014 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock an Agreement by and between the City of Lubbock and Agri -Waste Technology, Inc., and related documents. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council on December 4 _'2014 ATTEST: Reb ca am, City Secretary APPROVED AS TO CONTENT: R. Keith Smith, P.E., gifector of Public Works APPROVED AS TO FORM: REYAgreement-Agri-Ww1c Technology,lnc 10.23.14 Resolution No. 2014-RO401 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement') is entered into this 1st day of January, 2015, by and between the City of Lubbock (the "City"), a Texas home rule municipal corporation, and Agri -Waste Technology, Inc. (the "Engineer" or "AWT"), a North Carolina corporation. WITNESSETH WHEREAS, Engineer has substantial skill and experience in the fields of agronomy and soil science and the management, evaluation and remediation of land application of effluent (the "Activities"); WHEREAS, after consideration of the work experience and other qualifications, of Engineer, City has determined that Engineer possesses significant abilities and experience in regard to the Activities and has agreed to perform services related to the Activities for a fair and reasonable price; WHEREAS, the City desires to contract with Engineer to perform services related to the Activities and Engineer desires to provide the services related to same. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Engineer agree as follows: ARTICLE I Services 1.01 Engineer shall conduct all activities, as set forth on Exhibit "A", "Scope of Services", attached hereto (the "Services"). The Services shall be completed by Engineer as provided in the Scope of Service. In addition to the specifically described tasks, Engineer shall also conduct the activities described in the Scope of Services relating to described specific tasks (the "Additional Services"), as requested by the City. 1.02 The services related to the Activities, including any product deliverable thereof, is performed at the direction of the City Attorney of the City and such work is privileged under the attorney-client privilege and the attorney work product privilege. The work, or any aspect thereof, related to the Activities shall not be disclosed to any other party or entity without the express approval of the City Attorney of the City. ARTICLE II Compensation and Term 2.01 The consideration to be paid for the Services to be provided to the City as described in Article I shall be as provided on Exhibit "A", attached hereto, not to exceed the sum of One Hundred Thirty -Five Thousand Eight Hundred and 00/100 ($135,800). The Additional Services shall be payable upon the hourly rates and fees as set forth in Exhibit "A"; provided, however, Engineer agrees to obtain City's prior approval of all fees and charges for Additional Services shall not exceed the total accumulated sum of Eighteen Thousand and 00/100 ($18,000). If, during the term of this Agreement, it is determined that Engineer's total accumulated fees and charges for Additional Services will exceed the sum of Eighteen Thousand and 00/100 ($18,000), then, upon mutual agreement of the parties at such time, this Agreement may be amended setting forth the payment of compensation to Engineer for Additional Services in excess of said sum. The amount payable hereunder shall be invoiced to the City on a monthly basis as the work is performed, and shall be payable by the City within thirty (30) days after receipt of same. -2- Except as differentiated in Section 1.01 and Section 2.01, the terms "Services" and "Additional Services" shall be collectively referred to herein as "Services". 2.02 This Agreement shall expire on January 1, 2016. Either party may terminate this Agreement for convenience by providing written notice to the other party at least five (5) days prior to the effective date of termination as provided in such notice. In the event this Agreement is so terminated, the City shall pay Engineer only for services actually performed by Engineer up to and including the effective date of termination. ARTICLE III Independent Contractor 3.01 It is understood and agreed that Engineer is to perform the Services in a sound and professional manner and exercising the degree of care, skill and diligence in the performance of the Services as a reasonable and prudent engineer; and Engineer hereby warrants to the City that the Services shall be so performed. Further, Engineer is and shall be considered at all times an independent contractor under this Agreement and/or in its services, hereunder. During the performance of the Services under this Agreement, Engineer and Engineer's employees shall not be considered, for any purpose, employees or agents of the City within the meaning or the application of any federal, state or local law or regulation, including without limitation, laws, rules or regulations regarding or related to unemployment insurance, old age benefits, workers compensation, labor, personal injury or taxes of any kind. -3- ARTICLE IV Events of Default/Remedies 4.01 Engineer's Defaults/City's Remedies. In the event either party shall default in the performance of any term or provision of this Agreement for any reason other than failure by the other party to perform hereunder, the non -defaulting party may, if said default shall be continuing after five (5) days notice of such default is delivered to the defaulting party, exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, the right to terminate this Agreement without additional notice. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. ARTICLE V Insurance/Indemnity 5.01 Engineer shall procure and carry, at its sole cost and expense through the life of this Agreement, insurance protection as hereinafter specified, in form and substance satisfactory to City, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. Engineer shall obtain and maintain in full force and effect during the term of this Agreement, commercial general liability and professional liability coverage with insurance carriers admitted to do business in the state of Texas. The insurance companies -4- must carry a Best's Rating of A -VII or better. The policies will be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Combined Single Limit: $1,000,000 Professional Liability (to include Environmental Liability): Combined Single Limit: $1,000,000 The City shall be listed as an additional insured with respect to the Commercial General Liability. Engineer shall provide a Certificate of Insurance to the City as evidence of coverage. The Certificate shall provide 30 days notice to City of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy will be included in the Certificate. Engineer shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, Engineer shall maintain said coverage throughout the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Engineer maintains said coverage. The Engineer may maintain Occupational Accident and Disability Insurance in lieu of Worker's Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City of Lubbock. Employer's Liability with limits of at least $100,000 each accident, $500,000 by disease policy limit, and $100,000 by disease each employee shall also be obtained and maintained throughout the term of this Agreement. -5- If at any time during the life of the Agreement or any extension hereof, Engineer fails to maintain the required insurance in full force and effect, Engineer shall be in breach hereof and all work under this Agreement shall be discontinued immediately. ENGINEER HEREBY RELEASES THE CITY AND THE CITY'S ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES AND INDEPENDENT CONTRACTORS, FOR ITSELF, ITS EMPLOYEES AND AGENTS, AND SHALL INDEMNIFY AND HOLD CITY AND CITY'S ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES AND INDEPENDENT CONTRACTORS HARMLESS, TO THE FULLEST EXTENT PERMITTED BY LAW, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, COSTS, LIABILITIES AND EXPENSES, AND INCLUDING REASONABLE ATTORNEY'S FEES, AS A RESULT OF, RELATED TO, ARISING FROM, OR RELATED TO ENGINEER'S USE OR OCCUPATION OF CITY OWNED LANDS, AND/OR ANY MATTER RELATED TO ENGINEER'S ACTIVITIES, PERFORMANCES, OPERATIONS OR OMISSIONS UNDER THIS AGREEMENT. ARTICLE VI Miscellaneous 6.01 Engineer shall comply with all laws, statutes, regulations, ordinances, rules and any other legal requirement related to, in any way, manner or form, the performance of the Services contemplated herein. 6.02 Any notice required by this Agreement shall be deemed to be properly served, if (i) provided in person or by telephonic facsimile; or (ii) deposited in the United States mail by certified letter, return receipt requested, addressed to the recipient at recipient's -6- address shown below, subject to the right of either party to designate a different address by notice given in the manner just described. Notice shall be deemed to be received when delivered if provided in person or by telephonic facsimile or, if deposited in the United States mail, as set forth above, three (3) days after depositing such notice in the United States mail, as set forth above. For City: R. Keith Smith, Chief Operations Officer City of Lubbock P.O. Box 2000 Lubbock, TX 79457 Facsimile: 806-775-2051 w/copy to: Craig Henderson, Wastewater System Supervisor City of Lubbock P.O. Box 2000 Lubbock, TX 79457 Facsimile: 806-775-3246 For Engineer: Chris Mosley 5400 Etta Burke Court Raleigh, NC 27606 Facsimile: (919) 233-1970 6.03 THIS AGREEMENT IS TO BE CONSTRUED UNDER TEXAS LAW WITHOUT REGARD TO CONFLICT OF LAW RULES THAT WOULD DIRECT APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE OBLIGATIONS OF THE PARTIES CREATED BY THIS AGREEMENT ARE PERFORMABLE, AT LEAST IN PART, IN LUBBOCK COUNTY, TEXAS. VENUE FOR ANY ACTION BROUGHT -7- PURSUANT TO THIS AGREEMENT, OR ACTIVITY CONTEMPLATED HEREBY, SHALL EXCLUSIVELY BE IN LUBBOCK COUNTY, TEXAS. 6.04 This Agreement represents the entire and sole agreement between the City and Engineer with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings, representations or other agreements, whether written or oral. This Agreement may not be modified or amended except in writing and duly executed by each party hereto. 6.05 Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between Engineer and the City. 6.06 If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary to render it valid and enforceable so long as said modification is reasonably within the intent the parties as originally expressed. In the event such provision may not be so modified, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in force and effect as if such provision had not been included in this Agreement. 6.07 Any and all work product prepared by Engineer as part of the Services hereunder, shall become the property of the City when Engineer has been compensated as set forth in Section 2.01, above. 6.08 A waiver by either City or Engineer of a breach of this Agreement shall be in writing. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. -8- 6.09 Engineer may not assign this Agreement, in whole or in part, without the written consent of such assignment by the City. City and Engineer each bind itself or himself, their legal representatives and permitted assigns in respect to all provisions of this Agreement. 6.10 Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than City and Engineer. 6.11 Engineer represents and warrants to City that it has taken all actions necessary to authorize the party executing this Agreement to bind, in all respects, Engineer to all terms and provisions of this Agreement, and that such person possesses authority to execute this Agreement and bind Engineer hereto. 6.12 The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, the former shall control. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date first written above. Engineer: Agri -Waste Tec gy, Inc. By: Name: (�� �� tf Title: -9- CITY OF LUBBOCK GLEN CIROBERTON, MAYOR ATTEST: Rebe ca Gana, City Secreta APPROVED � ENT: k' lJ R. Keith Smith, P.E., Director of Public Works Aubrey Spear, Py - Dir for of Water Resources APPROVED AS TO FORM: y .. S�s, Deputy CitrAttom AWT Contract 2015 10.8.14 In ZX_'\� Engineers and Soil Scientists Agri -Waste Technology, Inc. 501 N. Salem Street, Suite 203 Apex, North Carolina 27502 919-859-0669 www.agriwaste.com Exhibit A September 10, 2014 MEMORANDUM TO: Mr. Craig Henderson, City of Lubbock FROM: Jeff Vaughan, Agri -Waste Technology, Inc. Chris Mosley, Agri -Waste Technology, Inc. SUBJECT: Revised Annual Cost Estimate for Routine Services for the 2015 Calendar Year As requested, we have developed a cost estimate for routine consulting services provided by AWT to the City of Lubbock for the 2015 calendar year. The cost estimates are based on the 2008 scope of services provided by Lubbock in an email dated November 21, 2007 and are a 5% increase when compared to the 2008 fees. The scope of services is included as Attachment 1. Routine Services Task 1: Water/Nitrogen Balance Modeling and Reporting $74,300/year Task LI: Weekly Activities as indicated in the scope of services billed as a lump sum of: $3,900/month 1.1 Rate Hours/week Weeklmonth CosUMomh Chris 105 5 4.33 $2,273.25 Julie 61 1.5 4.33 $396.20 Jeff 105 2.75 4.33 $1,250.29 Supplies 4.81 1 4.33 $20.82 Total $3,940.55 Task 1.2: Quarterly Activities as indicated in the scope of services billed as a lump sum of- $4,000/quarter f$4,000/quarter 1.2 Rate Hours/week Week/quarter Cost/Quarter Chris 105 1 13 $1,365.00 Julie 61 1.5 13 $1,189.50 Jeff 105 1 13 $1,365.00 Supplies 3.85 1 13 $50.00 Total $3, 969.50 The remainder of the tasks will be billed as time and materials with a not to exceed amount as presented. These activities will be accomplished by various professionals listed on our schedule of fees. It is our intention to use the lowest cost employees according to their individual talents and abilities relative to the task at hand. Task 1.3: Annual Activities as indicated in the scope of services billed as time and materials not to exceed: $11,500/year Task 2: Model Simulations for Management Changes as indicated in the scope of services billed as time and materials not to exceed: $20,700/year Task 3: Site Visits as indicated in the scope of services billed as time and materials not to exceed: $19,400/year Task 4: LLAS Recharge Estimates as indicated in the scope of services billed as time and materials not to exceed: $21,400/year It is anticipated that additional services related to the above described work will be necessary. Upon request of the City, AWT agrees to perform such work at the hourly rates and fee reimbursements included in our schedule of fees. Please contact us with any questions, concerns, or comments. OUR ENGINEERS/SOIL SCIENTISTS DO THEIR BEST TO ESTIMATE FEES AND EXPENSES FOR PARTICULAR MATTERS WHERE ASKED TO DO SO. HOWEVER, AN ESTIMATE IS JUST THAT, AND THE FEES AND EXPENSES REQUIRED ARE ULTIMATELY A FUNCTION OF MANY CONDITIONS OVER WHICH WE HAVE LITTLE OR NO CONTROL. HOWEVER, SUCH ESTIMATES ARE NOTA MAXIMUM OR MINIMUM FEE QUOTATION. OUR ACTUAL FEES WILL BE DETERMINED BASED ON TIME AND MATERIAL REQUIREMENTS. Attachment 1 Scope of Services SCOPE OF WORK Task 1: Water / Nitroeen Balance Modeling and Renortin� Task 1.1 Weekly Activities 1. Weekly water and nitrogen application report shall be based on the output of the water and nitrogen balance model and include: a. Significant non -routine issues requiring attention b. Reservoir levels for that week c. Pumping summaries from WWTF d. Pumping summaries to plots and outfalls e. Available storage in reservoirs f. Recommended applications to plots during the upcoming week i. In gallons and inches ii. Including special notes required 2. Data table updates to model, including effluent data updates and land application spreadsheets 3. Weekly Summary Report shall include: a. Summary of applications for the previous week i. Recommended application ii. Actual application iii. Difference iv. Planned annual PAN application (pounds of N per acre) v. Year to date PAN application (pounds of N per acre and percent of planned) vi. Special notes and explanations for differences over 0.5 inches of irrigation b. Significant non -routine issues requiring attention Task 1.2 Quarterly Activities 1. Update of soil data in model — during the year the City of Lubbock will provide updated soil analysis results. These results will be incorporated into the model. 2. Crop information updates — approximately quarterly the City will provide updated crop information (crop location, condition, and harvest) to the contractor, these updates will be incorporated into the model. 3. GIS updates a. Delivery of updated shapefiles and other data to the City 4. The contractor's project manager will prepare a brief quarterly report. The project manager will contact, by phone, the technical representative to briefly discuss the quarterly report. The report should be approximately 1 to 2 pages and cover: a. Needs from the client b. Upcoming deliverables to client/others c. Completed & upcoming milestones, events, and meetings d. Outstanding issues e. Topics for the City of Lubbock's quarterly discussion with Mike Chadwick (TCEQ) Task 1.3 Annual Activities 1. Annual model update and preparation (September) — each year the contractor will completely update and prepare the model for use during the upcoming year. The revised model upcoming year and the completed and closed -out model for the previous year will be provided in electronic format to the technical representative. 2. Annual model projections by month — each year the contractor will use the updated model, using historical average precipitation, the latest soil samples, effluent analyses for the previous year and projected flows from the SEWRP, to provide a snapshot of the projected applications needed for each plot on a monthly basis Task 2 Model Simulations for Management Chances Full rerun/update of model — during the year it is expected that the City will require a full scale rerun or update to the model, either to simulate proposed management changes or reflect actual management changes. This is expected to be required approximately four times per year. Task 3 Site Visits 1. Agronomist site visit to verify model parameters (winter and summer) — the contractor will schedule two site visits by an agronomist (one accompanied by engineer) through the technical representative. During these site visits the contractor's agronomist will verify that conditions at LLAS and HLAS are consistent with the model parameters being used for weekly recommendations. 2. Agronomist site visit report — the contractor will develop a report providing notes from the visit and identifying any issues requiring attention. 3. HLAS SAR inspection and report (during a semi-annual site visit) — during one of the semi-annual site visits described above, the contractor's agronomist will evaluate soil profiles in 3-6 fields at HLAS for evidence of infiltration problems associated with high sodium adsorption ratios. Task 4 LLAS Recharge Estimates LLAS recharge estimate (Spring) — the contractor will prepare an estimate of the leached effluent and excess N applied at the LLAS for the previous year. This estimate will be based on actual application records, effluent analyses and weather data. The contractor will prepare a projection of similar information for the current year and the next 4 years. AGRIW-1 OP ID: LJ ACORD" CERTIFICATE OF LIABILITY INSURANCE DATE(M8120 4 110!0812014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsomen s . PRODUCER Hartsfield & Nash Agency, Inc. Phone: 818-556-3698 Post Office Box 1108 Fax: 919-556-8758 Wake Forest, NC 27888 Don Stroud, CIC, AA CQNTACT Laura Jazab PHONE X a 919.5563698 Arc No): 819.656-8758 ADDRESS. Laura@Hartsfield-Nash.com INSURERS AFFORDING COVERAGE NAIC 0 INSURER A: Montgomery Insurance 14613 INSURED Agri -Waste Techno ogy Inc 501 N. Salem Ste Ste 203 Apex, NC 27502 INSURER 13: Endurance Amerlcan Specially 41718 INSURER C : INSURER 0: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INML TYPE OF INSURANCE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Lubbock ty 3603 Guava St POLICYNUMBER MMADO LFF IMMfODNMI 1 1fP LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL UABIUTY CLAIMS -MADE FRI OCCUR X X SOPS110000 0111812014 0111812016 EACH OCCURRENCE $ 2,000,00 DAMPREMISES TO RENTED a rete $ 50,0 MED EXP (Any one person) $ 5,00 PERSONAL & ADV INJURY S 2,000.0010 GENERAL AGGREGATE $ 4,000,00 GEML AGGREGATE LIMIT APPLIES PER: PR4 Loc POLICY FX 1 PRODUCTS - COMPIOP AGG S 4,000,0010 $ A AUTOMOBILE X X LIABILITY ANY AUTO ALLO°s NEO SCHEDULED HIREDAUTOS X AUTOO ED BAS105999 01118/2014 0111812015 E COMBINED SINGLE INGLE LIMIT $ 1,000,00 BODILY INJURY (Per person) S BODILY INJURY (Por occident) $ Pro nt $ $ A X UMBRELLA LIAR EXCESS LLAB X OCCUR CLAIMS4AADE CUS854931 01118/2014 01/1812015 EACH OCCURRENCE S 2,000,00 1 AGGREGATE $ 2,000,00 DED X RETENTION 10000 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE Y© OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yyee describe under DESCRIPTION OF OPERATIONS below NIA X C5110077 0111812014 01/1812015 X WCSTATU OTH- E.L. EACH ACCIDENT $ 500,00 E.L. DISEASE - EA EMPLOYEE S 500,00 E.L. DISEASE -POLICY LIMIT S 500100 g Professional Liab ECC10101303500 08/2212014 0812212016 Each OCC 4,000,00 aggregate 4,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) City of Lubbock is added as additional insured with regard to contract with insured. Waiver of Subrogation applies if favor of certificate holder per blanket coverage forms. CERTIFICATE HOLDER CANCELLATION CITY360 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Lubbock ty 3603 Guava St THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Lubbock, TX 79404 AUTHORIZED REPRESENTATIVE ®1988-2010 ACORD CORPORATION. All rights reserved. ACORD 26 (2010105) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL PROTECTOR® LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL PROTECTOR ® COVERAGE FORM (BUSINESSOWNERS COVERAGE FORM) SECTION II — LIABILITY is amended as follows: A. Coverage Extension - Supplementary Payments 1. Provision L(1)(b) of Paragraph 1. Business Liability under Section A. Coverages is amended as follows: (b) Up to $2500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. 2. Provision f.(1)(d) of Paragraph 1. Business Liability under Section A. Coverages is amended as follows: (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 $300 a day because of time off from work. B. Medical Expenses - Extensions 1. Provision a. of Paragraph 2. Medical Expenses under Section A. Coverages is replaced by the following: a. We will pay for medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; Provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within three years of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. 2. Paragraph 2. of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: 2. The most we will pay for the sum of all damages because of all: a. "Bodily injury", "property damage" and medical expenses arising out of any one "occurrence'; and b. "Personal and advertising injury" sustained by any one person or organization. is the Liability and Medical Expenses limit shown in the Declarations. But the most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the greater of $15,000 or the Medical Expense limit shown in the Declarations. C. Damage by Fire, Lightning, Explosion, Smoke or Leakage 1. The final sentence of Paragraph 1. of Section B. Exclusions is amended as follows: Exclusions c., d., e., f., g., h., i., k., I., m., n. and o. in SECTION II — LIABILITY do not apply to premises while rented to you, or temporarily occupied by you with permission of the owner provided that the damage is caused by one of the following; fire, lightning, explosion, smoke or leakage from automatic fire protection systems. A separate Limit of Insurance applies to this coverage as described in D. Liability And Medical Expenses Limits Of Insurance. 44-148 (06104) Page 1 of 3 2. Paragraph 3. of Section O. Liability And Medical Expenses Limits Of Insurance is replaced by the following: 3. The most we will pay under Business Liability Coverage for damages because of "property damage" to premises rented to you or temporarily occupied by you with permission of the owner, arising from one event is the greater of: a. $300,000; or b. the Damage To Premises Rented To you limit shown in the Declarations. As used in this provision, one event includes all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke or leakage from automatic fire protection systems or any combination of these. D. ADDITIONAL INSUREDS - BY CONTRACT The following is added to Paragraph 2. under C. Who Is An Insured e. Any person or organization when 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 Form but only with respect to the liability of that person or organization arising out of "bodily injury" or "property damage" occurring or a "personal and advertising injury" offense committed: (1) During ongoing operations performed by you or on your behalf; or (2) On premises or facilities owned or used by you; and Only to the extent to which insurance applies under this Coverage Form. A person's or organization's status as an insured under this endorsement ends when their contract or agreement with you for such premises, facilities or ongoing operations ends. This provision D. does not apply: (1) Unless the written contract or agreement has been executed, or permit has been issued, prior to the "bodily injury" "property damage", "personal and advertising injury"; (2) To the rendering of or failure to render any professional services; or (3) To any person or organization included as an insured by separate endorsement issued by us and made a part of this policy. E. AGGREGATE LIMITS Paragraph 4. of D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay for the sum of all damages because of. a. Injury or damage under the "products -completed operations hazard" arising from all "occurrences" during the policy period is twice the Liability and Medical Expenses Limit. b. "Bodily injury' or "property damage", including medical expenses, arising from all "occurrences" during the policy period which can be attributed to operations at a single location is twice the Liability and Medical Expenses Limit. This limitation applies separately to each location. This limitation does not apply to: (1) "Bodily injury" or "property damage" included in the "products -completed operations hazard", or (2) "Property damage" to premises while rented to you, or temporarily occupied by you with permission of the owner, arising out of fire, lightning, explosion, smoke, or leakage from automatic fire protection systems. c. All other injury or damage, including medical expenses, arising from all "occurrences" during the policy period is twice the Liability and Medical Expenses Limit. This limitation does not apply to: (1) Injury or damage included in the "products -completed operations hazard"; (2) "Bodily injury" or "property damage", including medical expenses, arising from "occurrences" during the policy period which can be attributed to operations at a single location; or (3) "Property damage" to premises while rented to you, or temporarily occupied by you with permission of the Page 2 of 3 44448 (06/04) owner, arising out of fire, lightning, explosion, smoke or leakage from automatic fire protections systems. Payments made under any one of the above provisions shall not reduce the Aggregate Limit described in any other provision within paragraph 4. For the purposes of this endorsement, location means premises involving the same connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. F. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The following is added to Pparagraph 2. E. Liability And Medical Expenses General Conditions: e. Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless your partners, executive officers, directors, insurance manager, or a person who has been designated by them to receive reports of occurrences, offenses, claims and "suits" shall have received such notice from the agent, servant or "employee". G. BODILY INJURY REDEFINED Under F. Liability And Medical Expenses Definitions, definition 3, is replaced by the following: 3 . "Bodily Injury' means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease. 44-148 (06104) Page 3 of 3