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05-082.00 Eller Corporation: Baldwin Indiana Repavingf S poIZa00001� ne ,,;oOValley 11707 E Sprague Ave Suite 106 ♦Spokane Valley WA 99206 509.921.1000 ♦ Fax: 549.921.1008 ♦ cityhall@spokanevalley.org Memorandum Date: October 7, 2005 To: Dave Mercier, City Manager From: k Xegarolyn George & Neil Kersten, Public Works Director Cc: k;ohn Hohman, Sr. Engineer Re: Agreement for Services on Baldwin, Eller Corporation Attached you will find two (2) original copies of the Agreement for Services with Eller Corporation for work performed the summer. of 2005. The work replaced deficient asphalt adjacent to a private development in the Greenacres area. It was brought to our attention in late August by a representative of Eller Corporation that they could not find the Agreements and inquired as to whether or not they had been executed. Another set of Agreements were prepared and sent to Eller Corporation for their signature. Please execute this agreement at your earliest convenience. Please let us know if you have any questions. AGREEMENT FOR SERVICES Eller Corporation TWiS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Eller Corporation hereinafter "Contractor," jointly referred to as "parties." IN CONSIDERATION of the terms and conditions contained herein the parties agree as follows: 1. Work to Be Performed. The Contractor will provide all labor, services and material to satisfactorily complete the attached Scope of Services. A. Administration. The City Manager or designee shall administer and be the primary contact for Contractor. Prior to commencement of work-, Contractor shall contact the City Manager or designee to review the Scope of Work, schedule and date of completion. Upon notice from the City Manager or designee Contractor shall commence work, perform the requested tasks in the Scope of Work, stop work and promptly cure any failure in performance under this agreement. B. Representatign The City has relied upon the qualifications of the Contractor in entering into this agreement. By execution of this agreement, Contractor represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all current laws, rules and regulations which reasonably relate to the Scope of Work. No substitutions of personnel shall be made without the written consent of the City. Contractor shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Contractor shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City furnished information. C. Modifications. The City may modify this agreement and order changes in the work whenever necessary or advisable. The Contractor will accept modifications when ordered in NTiting by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the parties. The Contractor shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by the City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met. Either party may terminate this Agreement by ten (10) days written notice to the other party. In the event of such termination, the City shall pay the Contractor for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. The City agrees to pay the Contractor $16,130.59 (sales tax included) as full compensation for everything done under this agreement. 4. Pavment. The Contractor shall be paid monthly upon presentation of an invoice to the City. Applications for payment shall be sent to the City Clerk at the below stated address. Agreement for Professional Services Page 1 of 5 The City reserves the right to withhold payment under this agreement which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Rork, City Standards, City ordinances and federal or state standards. Notice. Notice shall be given in writing as follows: TO THE CiTY: Name: Christine Bainbridge, City Clerk Phone Number: (509)921 -1000 Address: 11707 East Sprague Ave, Suite 106 Spokane Valley, RA 99206 TO THE ONTRACTOR: Name: Eller Corporation Phone Number: (509)226 -0333 Address: 6. Applicable Laves and Standards. The parties, in the performance of this agreement, agree to comply with all applicable Federal, State, local laws, ordinances, and regulations. 7. Relationship of the Parties. It is understood, agreed and declared that the Contractor shall be an independent Contractor and not the agent or employee of the City, that the City is interested in only the results to be achieved and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of the Contractor. Any and all employees who provide services to the City under this agreement shall be deemed employees solely of the Contractor. The Contnictor shall be solely responsible for the conduct and actions of all employees under this agreement and any liability that may attach thereto. 8. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by the Contractor under this agreement are and shall be the property of the City. 9. Records. The City or State Auditor. or any of their representatives shall have full access to and the right to examine during normal business hours all of the Contractor's records with respect to all matters covered in this contract. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this contract for a period of three years from the date final payment is made hereunder. 10. Insurance. During the term of the contract, the Contractor shall maintain in force at its own expense, the following insurance: A. Workers, Compensation insurance in compliance with RCW 51.12.020, which requires subject employers to provide workers' compensation coverage for all their subject workers and Employer's Liability or Stop Gap Insurance in the amount of $1,000,000.00; B. General Liability Insurance on an occurrence basis with a combined single limit of not less than 51,000,000.00 each occurrence for bodily injury and property damage. it shall include contractual liability coverage for the indemnity provided under this contract. It shall provide that the City, its officers, employees and agents are additional insureds but only with respect to the Contractor's services to be provided under the contract; C. Automobile Liability Insurance with a combined single limit or the equivalent or not less than $1,000,000.00 each accident for bodily injury and property damage, including coverage for owned, hired or non - owned vehicles; and Agreement for Professional Services Page 2 of 5 D. Professional Liability insurance with a combined single limit of not less than $1,000,000.00 each claim, incident or occurrence. This is to cover damages caused by the error, omission, or negligent acts related to the services to be provided under this contract. The coverage must remain in effect for at least two (2) years after the contract is completed. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without th irty (3 0) days written notice from the Contractor or its insurer(s) to the City. As evidence of the insurance coverages required by this contract, the Contractor shall furnish acceptable insurance certificates to the City at the time the Contractor returns the signed contract. The certificate shall specify all of the parties who are additional insureds, and will include applicable policy endorsements, the thirty (30) day cancellation clause, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to the City. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self - insurance. H. Indemnification and Hold Harmless. Each party shall indemnify and hold the other, its officers, employees, agents and volunteers harmless from and against any and all claims, demands, orders, decrees or judgments for injuries, death or damage to any person or property arising or resulting from any act or omission on the part of said' party or its agents, employees or volunteers in the performance of this Agreement. 12. Waiver. No officer, employee, agent or other individual acting on behalf of either party has the power, right or authority to waive any of the conditions or provisions of this agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either party to enforce at any time any of the provisions of this agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this agreement or any part thereof. 13. Assignment and Delegation. Neither party shall assign, transfer or delegate any or all of the responsibilities of this agreement or the benefits received hereunder without first obtaining the written consent of the other party. 14. Subcontracts. Except as otherwise provided herein, the Contractor shall not enter into subcontracts for any of the work contemplated under this agreement without obtaining prior written approval of the City. 15. Confidentiality. Contractor may from time to time receive information which is deemed by the City to be confidential. Contractor shall not disclose such information without the express consent of the City or upon order of a Court of competent jurisdiction. 16. .Jurisdiction and Venue. This Contract is entered into in Spokane County, Washington. Venue shall be in Spokane County, State of Washington. 17. Cost and Attorney's Fees. In the event a lawsuit is brought with respect to this Agreement, the prevailing party shall be awarded its costs and attorney's fees in the amount to be determined by the Court as reasonable. Unless provided otherwise by statute, Contractor's attorney fees payable by the City shall not Agreement for Professional Services Page 3 of 5 exceed the total sum amount paid under this agreement. 18. Entire Agreement. This written agreement constitutes the entire and complete agreement between the parties and supercedes any prior oral or written agreements. This Agreement may not be changed, modified or altered except in writing signed by the parties hereto. 19. Anti- kickback. No officer or employee of the City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this Agreement. - 20. Business Registration. Prior to commencement of work under this Agreement, Contractor shall register with the City as a business. 21. Severability. If any section, sentence, clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this Agreement. 22. Exhibits. Exhibits attached and incorporated into this agreement are: 1. Scope of services 2. Insurance Certificates (Added by Telephone Approval, 9/28/05) IN WITNESS WHEREOF, the parties have executed this Agreement this 09 day of9 , 2005. CITY OF SPOKANE VALLEY: Cle c� David Mercier, C' anager Contractor: Eller Corporation U—m-i Owner Helen M. Eller - Tax ID No. REDACTED ATTEST: APPROVED AS TO FORM: Stine Bainbridge, City Clerk Cary P. brAell, Depuil�,�ity Attorney This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Agreement for Professional Services Page 4 of 5 Scope of Work The work extent includes three areas with approximate dimension 8 ft x 75 f , 18 ft x 270 ft, and 16 ft x 80 ft. The scope of work consists of the following items for each the above described areas: • Removal and disposal of approximately 2" of asphalt and 8" of native material • Replacement of existing material with 8" of crushed surfacing base course and 2" of asphalt concrete pavement • Construction shall be in accordance with the 2001 Spokane County Standards for Road and Sewer Constructions • The Contractor will provide a 2 year work warranty Agreement for Professional Services Pap 5 of 5 ACORD CERTIFICA OF LIABILITY INSUR�j__,_aCE — >r DATE. (MMfDD/Y) 6/24/05'_ PRODUCER PHONE# : 509-358-3900 MARSH ADVANTAGE AMERICA A SERVICE OF SEABURY & SMITH PO BOX 2151 SPOKANE WA 99210 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED ELLER CORPORATION P.O. BOX 117 NEWMAN LAKE, WASHINGTON 99025 I IJISURER A: EMPLOYERS ;qq OCiE O - 1Lti1AU3AU INSURER 9: LIBERTY INSURANCE UNDERWRITERS INSURER C: JUN 7 7 2005 LIMITS W5URER D: GENERAL LIABILITY INSURER F; ' 9/30/04 COVERAGES 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, TI-IE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE fM?AjDD(YY) POLICY EXPIRATION DATE LIMITS A GENERAL LIABILITY 91-545310-024 ' 9/30/04 9/30/05 EACH OCCURRENCE a 1000000 X1 COMMERCIAL GENERAL LLAEIUITY FIRE DAMAGE (Any One IIrw $ 50000 CLAIMS MADE 7 OCCUR MED EXP IArry ono parson) $ 5000 PERSONAL & A.OV INJURY $ 1000000 GENERAL AGGREGATE 5 2000000 GEN'L AGGREGATE UbIrT APPLIES PER: PRODUCTS - COMPMP AGG a 2000000 POLICY 1 X I PRO' LOC A I AUTOMOBILE LIABILITY X ANY AUTO 91-545310-014 9/30/04 9/30/05 COMBINED SINGLE LIMIT Ilia a"iftntl $ 1000000 800 L INJURY Met person) $ ALL OINKED AUTOS SCHEDULED AUTOS BODILY INJURY X HIRED AUTO$ X RONOWNED AUTOS (Aar aooxlenal PROPERTY DAMAGE (Per acciclen:l S GARAGE LIABILITY AUTO ONLY • EA AC!EA: IDENT 3 OTHER THAN .ACC $ ANY .AUTO S AUTO ONLY: AGG B EXCESS LIAIULrrY X OCCUR ❑ CLAIMS M.AAE 71181307023 9/30/04 9/30/05 EACH GccUPmENNcE S 4 0 0 0 0 0 AGGREGATE 0 4 0 0 0 0 0 5 S X DEDUCTIBLE 8 RETENTION 8 0 A I La'c Tai 3id ei6X EDAPLOYERS' UABILITY 91- 545310 -024 WASHINGTON 9/30/04 9/30/05 rrcST'TU- OTA F.L, EACH ACCIDENT G 1000000 STOP GAP E.L. DISEASE - EA EMPLOYEE $ 0 0 0 0 0 E.L. DISEASE - POLICY LIMIT 11.0 S 0 0 0 0 0 0 1 OTHER DESCRIPTION OF OPEHAT IONS (LOCATIONSVF.HICLESIEXCWSIONS ADDED BY ENDORSE►.IENT7SPECIAL PROVISIONS AS RESPECTS: BALDWIN /INDIANA REPAVING PROJECT. ADDITIONAL INSURED STATUS IS GIVEN TO THE CITY OF SPOKANE VALLEY PER ENDORSEMENT ATTACHED. CFRTIFICATF HOLDER 1 X I enmmnPIAL INAUF[fD! INSURER LETTER: A CANCELLATION ACORD 25 -S 1,7197) 0ACORD CORPORATION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITY OF SPOKANE VALLEY DATE THEREOF, THE ISSUING INSURER WILL Q61FVPa�KM MAIL 30 DAYS WRITTEN 11707 EAST SPRAGUE # 10 6 NOTICE TO THE CERTIFICATE HOLDER NAMED TO T E LEFT..` 60XAM SPOKANE VALLEY, WA. 99206 �aooxl,?srl�bnBm�sc�ai>tl �islscumcrKaa KKK a24xx AL THORIZE REPRES F. - 12 ACORD 25 -S 1,7197) 0ACORD CORPORATION 1988 j - r IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(sl. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(sl, authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 -S (7197) Policy number YYZ -91- 545310 -02Z- ELLIIt CbRPORATION THIS ENTDORSEME'I2s�,`HANGFS THE POLICY. PLEASE RE' r .T CAREFULLY. WausauCovel' " Who is an Insured Amended This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART L Broad Form Additional Named Insured II. Incidental Medical Malpractice Liability Coverage III. Broad Form Additional Insured IV. Waiver of Right of Recovery by Written Contract or Agreement V. Other Insurance Amendment L Broad Form Additional Named Insured Throughout this policy the words "you" and "your, also refer to the additional named insureds listed in the Schedule of this endorsement. The following provisions also apply: A. Paragraph L of SECTION A - WHO IS AN INSURED is deleted and replaced with the following. 1. If you are: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business. e. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership or joint venture, You are an insured. Your executive officers and directors are insureds, but only with respect to their duties as your officers or directors Your stockholders are also insureds, but only with respect to their liability as stockholders. e- A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees B. The named insured shown in the Declarations is authorized to ad for each additional named insured in all matters pertaining to this insurance including, but not limited to, receipt of: 1. Any returned premium; and 2. Any dividends which we m,ay declare. C. The named insured shown in the Declarations will pay the premium for the insurance afforded each additional named insured in accordance with the manual rules we use; provided that in the event of banlsuptcy or insolvency of the named insured shown in the Declarations, each additional named insured will be responsible for and will pay us the premium for the insurance afforded respectively to each such additional named insured. GL0491 Page 1 1D -01 See neid page Paragraphs 2. and 3. of CANCEU /_ - (DN (Common Policy Conditions) are dely� ­• `od replaced by the following. 2. We may cancel this policy by mailing or delivering to the first Named Insured and each additional Named Insuured written notice of cancellation at least 45 daps prior to the effective date of cancellation. 3. We will mail or deliver our notices to the Named Insured's last mailing address known to us. E. Paragraph 4.a. of SECTION II - WHO IS AN INSURED is deleted. Coverage is afforded for organizations you form or acquire during this policy period, other than joint ventures, until the end of the policy term. II. Incidental Medical Malpractice Liability Coverage With respect to "bodily injury resulting from "medical malpractice' only, Paragraphs 2.a.(1)(a) and (d) of SECTION 11- WHO IS AN INSURED do not apply. Coverage for `bodily injury" arising out of your "medical malpractice' is subject to the following additional provisions, conditions, definitions and exclusions: A. "Medical malpractice" means malpractice, error or mistake in providing. the following services: 1. The rendering of or failure to render medical, surgical, dental, x -ray or nursing services or treatment, or the furnishing of food or beverages in connection with such services; 2. The rendering of or failure to render any cosmetic or tonsorial service or treatment; 3. The furnishing or dispensing of drugs; or 4. The furnishing of medical, dental or surgical supplies or appliances. B. This insurance for "bodily injury" resulting from 'medical malpractice" does not apply to: 1. Liability assumed by an insured under any contract or agreement; 2. Liability of an insured acting as proprietor, superintendent or executive officer of any bospital, sanatorium, clinic with bed and board facilities, laboratory, nursing or convalescent home, home for the aged or infirm persons or other similar business enterprise; Liability of an insured arising out of the failure to disclose or concealment of information with respect to hazardous conditions within the workplace which cause or may potentially cause 'bodily injury to any "employee." C. Any payment for 'bodily injuy as a result of your "medical malpractice' shall serve to exhaust the General Aggregate Limit of Insurance shown an the Declarations. D. The insurance afforded for 'bodily injury" resulting from medical malpractice" shall apply as excess insurance over any other insurance available to the insured, except other insurance under an umbrella or excess policy written specifically as excess over this insurance. E. No "medical malpractice' coverage is provided for any insured who is a health care provider as defined in K.S A. 4.0- 3401, et seq., the Kansas Health Care Provider Availability Act. GL0491 Page 2 10 -01 See nezi page III.. $road Ferm Additional Insured Paragraph 2. of SECTION II - WHO IS AN INSURED is amended to add the following: e. Additional Insured by Written Contract or Agreement The following are insureds under the policy when you have agreed in a written contract or agreement to provide them coverage as additional insureds under your policy: (1) Lessors of Leased Equipment: any persons) or organization(s) leasing equipment to yon, but only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s). This insurance does not apply: (a) To any "occurrence" which takes place after the equipment lease- expires; or (b) To 'bodily injury" or 'property damage" arising out of the sole negligence of the lessor. (Z) Owners, managers, or lessors of premises or land: any owner, manager or lessor of premises or land, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises or land leased to you. This insurance does not apply to: (a) Any "occurrence' which takes place after you cease to be a tenant in that premises or to lease that land; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of the owner, manager or lessor of that premises or land. (3) Mortgagees, assignees or receivers: any person(s) or organization(s) with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance or use of your premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. (4) Grantors of permits: any state or political subdivision granting you a permit in connection with your premises, subject to the following additional provision: This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent*or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings; canopies; cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. (5) Grantor of franchise: any person(s) or organization(s) with respect to their liability as grantor of a franchise to You. GLO491 Page 3 10 -01 See next page (6) Any person or organization other than a joint venture, for which you have agreed by written contract to procure bodily injury or property dl ,c liability insurance, but only for liability tr `Ig out of op rations performed by you or on your bebaA pro: ,—'I 'that: - (a) This subparagraph (6) does not apply to any agreement to provide insurance to: (i) An "employee," association of "employees" or labor union, except with respell to work performed by or for you or for such "employee," association of "employees" or labor union under direct contract between you as contractor and such "employee; association of "employees" or labor union as owners; (ii) Any railroad company except with respect to work performed by or for you for such railroad company under direct contract or agreement between you and such railroad company Cm) Any person or organization whose profession, business or occupation is that of an architect, surveyor or engineer with respect to liability arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, specification or the performance of any other professional services by such person or organization; (iv) Any of your subcontractors, or any partner, officer, agent or "employee" of such subcontractor, or (v) Anyone more specifically covered in subparagraphs e_(1) -(`) above. (b) The insurance afforded to any person or organization as an insured under this subparagraph (6): (i) Shall include only the insurance that is required to be provided by the terms of such agreement to procure insurance, and then only to the extent that such insurance is included within the terms of this policy, and a person or organization's status as an insured under this endorsement ends when your operations for that insured are completed; and (ii) Does not apply to'bodily injury" or "property damage" included within the "products /completed operations hazard" unless such coverage is required by an "insured contract" between you and the additional insured. (c) This insurance shall apply as excess over any other insurance whether primary, excess, contingent or on any other basis, unless the written contract specifically requires the insurance to be. primary. The limits of insurance applicable to such insurance shall be the lesser of the limits required by the agreement between the parties or the limits provided by this policy. The insurance afforded to any person or organization as an insured under this subparagraph 2.e. does not apply to 'bodily injury" or "property damage" which occurs prior to the date of your contract or written agreement with such person or organization. G Vendors Any p=son or organization (referred to as vendor) you have agreed to provide insurance coverage as a vendor, but only with respect to "bodily injury" or "property damage" arising out of 'dour products" which are distributed or sold in the regular course of the vendor's business. However, no vendor is an insured with respect to 'bodily injury" or "property damage" caused by "your products" which are not manufactured or sold in the United States of America (including its territories and possessions), Puerto Rico or Canada. (1) The insurance afforded the vendor does not apply to: GL-0491 Page 4 10 -01 See neat page (a) 'Bodily injnr}t' or "prc ,► damage" for which the vendor is obligate,( spay damages by reason of the assumption of liabilitl�il contractor agreement. This exclusion do - dot apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by yon; (c) Any physical or chemical change in the product made intentionally by the vendor, (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the 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 undertakes to make in the usual course of business, in connection with the distnbution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises m connection with the sale. of the product; or (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. (2) This insurance does not apply to any insured person or organization from whom you have acquired such pmducts, or any ingredient, part or container, entering into, accompanying or containing such products. (3) This insurance does not apply to any product excluded from this policy by another endorsement or provision. g. Volunteer Workers and Social Service Agencies Any parson(s) who are 'volunteer workers" for you are insureds, and any social service agencies on whose behalf the 'volunteer workers" are working for you are also insureds, but only while the 'volunteer workers' are acting at the direction of, and within the scope of their duties for yon. However, none of these 'volunteer workers' or social service agencies are insured for. (1) 'Bodily injury" or "personal and advertising injury" to: (a) Co- volunteers or your "employees" arising out of and in the course of their duties for you; or (b) You or, if you are a partnership or joint venture, any partner or member. (2) "Property damage" to property owned, occupied or used by, rcnted to, in the care, custody or control of, or over which physical control is being exercised for any purpose by. (a) A co- volunteer or your "employee "; or (b) You or, if you are a partnership or joint venture, any partner or member. IV. Waiver of Right of Recovery by Written Contract or Agreement We waive any right of recovery because of payments we make for injury or damage arising out of your ongoing operations or "your work" included in the 'roducts- completed operations hazard' that we may have against any person or organization with whom you have agreed, in a written contract or agreement made prior to the date of the 'occurrence,* to waive your rights of recovery from such person or organization, but only for payments made under the policy and resulting from that contract GL0491 Page 5 10 -01 See next page V. Other surance Amendment in �i Paragraph'4.a. of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDMONS is deleted and replaced with the following: a. Primary Insurance This insurance is primary except when b. below applies If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below, except that we will not seek contribution from any party with whom you have agreed in a written contract or agreement that this insurance will be primary and noncontributory, if the written contract or' agreement was made prior to the subject "bodily injury," "property damage; or °personal and advertising injury." Schedule Additional Named Insureds: UNLESS INDICATED TO THE CONTRARY IN THE SCHEDULE OF THIS ENDORSEMENT,. THROUGHOUT THIS POLICY THE WORDS "YOU" AND "YOUR" REFER TO ANY CORPORATION OR OTHER BUSINESS ORGANIZATION OTHER THAN A JOINT VENTURE IN WHICH THE NA14ED INSURED SHOWN IN THE DECLARATIONS HAS OR ACQUIRES DURING THE POLICY PERIOD AN OWNERSHIP INTEREST OF MORE THAN 50 %, AND WHICH IS DOMICILED WITHIN THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, PUERTO RICO OR CANADA; OR ANY ENTITY FOR WHOSE OPERATIONS THE NAMED INSURED SHOWN IN THE DECLARATIONS HAS OR ACQUIRES DURING THE POLICY PERIOD MANAGEMENT CONTROL AND /OR RESPONSIBILITY FOR PROVIDING INSURANCE, BUT ONLY FOR OPERATIONS WITHIN THE UNITED STATES OF AMERICA, ITS TERRITORIES FOR POSSESSIONS, PUERTO RICO OR CANADA, AND ONLY FOR THOSE OPERATIONS SUBJECT TO THE MANAGEMENT CONTROL OF THE NAMED INSURED OR FOR WHICH THE NAMED INSURED AGREES IN A WRITTEN CONTRACT OR AGREEMENT TO PROVIDE INSURANCE. GL0491 Page 6 14 -01 Last page