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HomeMy WebLinkAbout2016-085 Concession License - Lithia Artisans Market Calle Guanajuato Marketplace Artisan's Concessionaire License This ARTISAN LICENSE (also referred to herein as ""License") is made and entered into this _I__ day of 2016, by and between the City of Ashland, a municipal corporation of the State of Oregon, by and through the Ashland Parks and Recreation Commission, (hereinafter collectively referred to as "City"), and Lithia Artisans Market of Ashland (hereinafter referred to as "Concessionaire"). 1. SCOPE OF GRANT: Concessionaire has license to operate and- maintain an outdoor marketplace within the described Concession Area Exhibit A. a. This license gives no estate or interest in the Concession Area, is revocable and not assignable. b. This license does not otherwise waive, modify or grant compliance with federal, state, or local laws applicable to the Concessionaire or its business. c. The City retains all rights to use and maintain the Concession Area for those purposes which it holds the property without unreasonably interfering with the license granted to concessionaire. 2. TERM / EFFECTIVENESS: The term of this License shall commence upon approval and execution by both City and Concessionaire and shall terminate on November 14, 2016, unless terminated early as provided for herein. 3. DURATION / MINIMUM INTERVAL OF USE: The duration and scope of the revocable License and Concession granted by this License is for one season, beginning March 1q, 2016 and ending November l__, 2016. a. Concessionaire is permitted to prepare, operate, and shall terminate Concession Area for outdoor marketplace operation between the period beginning Monday March 14, 2016 at 11 A.M. and ending Sunday November 13, 2016 at 5:00 P.M. The Market can only operate on Saturdays from 10am-6pm and Sundays from 11am-5pm. The market can operate on the 4th of July Holiday, regardless of which day it falls upon. 4. PAYMENT OF LICENSE FEES AND REIMBURSABLE EXPENSES: a. Concessionaire shall pay a license fee based upon the square footage of the Concession Area. The square footage awarded shall be determined each year by written order of the Parks Director and shall be set forth precisely in Exhibit A. i. The square footage flat fee shall be $5.00 per square foot for the Lithia Artisans Market, for the 2016 concession year. ii. Any payments for fees, taxes or assessments required or in arrears or disputed must be made by Concessionaire before any new license will be authorized for the Concessionaire. b. The Concessionaire will reimburse the city for all actual utility 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 1 and service costs the city provides, including electric power, water, sewer, garbage and cleaning services as applicable. 5. USE OF PREMISES AND CONCESSION OPERATION LIMITS: a. Concessionaire will operate the Marketplace independently of the established Plaza Merchant businesses. i. Concessionaire will assure that all market vendors and their agents limit their merchandise sales to handcrafted and personally created items. ii. Concessionaires will further assure that all market vendors, their agents, and/or their guests and customers do not act, in any manner, to: 1. Damage, conflict or interfere with Plaza Merchant businesses, including operations during permitted access and normal business functions. 2. Sell mass produced items by virtue of this concession. 3. Serve any type of prepared or packaged food or edible and/or beverage within the Concession Area. b. Compliance with Law. Comply with all federal, state and local laws, rules, and regulations applicable to public health and safety and licensing related to food and food handling and doing business in the State and City of Ashland; i. Concessionaire is responsible for obtaining a business license in accordance with AMC Chapter 6.04. If Concessionaire does not pay for a license, for any reason whatsoever, then each vendor shall be required to obtain an individual business license. See, AMC 6.04.085. ii. Any permit or authorization granted by the City, shall not in any way be interpreted as a waiver, modification, or grant of any other city, state, county or federal agency permits or authorizations or permission to violate any city, state, county or federal law or regulation. iii. Failure to comply with any provision of this section is grounds for immediately revoking Concessionaire's license. The City reserves the right to seek penalties for Concessionaire's or vendors' violations of law including enforcement of its own Ashland Municipal Code. 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 2 i c. Maintenance and Safety. Maintain all the grounds, improvements, facilities, assets equipment and fixtures contained within the Concession Area in good repair and in safe, sanitary, clean, and attractive condition that is approved acceptable by the City, such approval not to be unreasonably withheld. d. Temporary Structures. Except for placement of temporary structures authorized below, this Agreement does not authorize or permit physical improvements or alterations to City property or installation of structures or fixtures within the Concession Area without the express written authorization of the City Parks Director and the Community Development Director. e. Concessionaire may allow each market vendor to construct a temporary structure in accordance with size and safety specifications as found in the Calle Guanajuato Vendor Information Handbook. i. All booths shall be kept neat with tables covered and boxes out of sight. ii. Concessionaire shall pack out all garbage and keep the Concession Area in a clean and neat order during the Marketplace hours of operation 1. Refuse will be collected as soon as possible consistent with normal operations of the sanitary service, and each day within two (2) hours after the Marketplace closure. 2. The Marketplace shall not use trash receptacles which belong to or are paid for by Plaza business establishments. iii. Concessionaire will promptly remove and/or correct any structure, fixture, or condition in violation of this License upon the reasonable request by the City. 6. FIRE AND LIFE SAFETY. Concessionaire shall comply with any and all fire and life safety guidelines, recommendations and requirements issued by the City of Ashland Fire Marshal, including, but not limited to: a. Maintain all required fire and emergency access areas; b. Ensure that permitted equipment shall not encroach upon or obstruct public walkways or open space areas while maintaining a clear eight (8) foot pathway for emergency vehicles as approved by the City of Ashland Fire Marshal; c. Maintain a clear, unobstructed space around any fire hydrant as required for fire safety; d. Have available and shall maintain such fire extinguishers as determined by the Fire Marshal; e. Advise patrons and shall strictly abide by the Park prohibition on smoking. Smoking is not permitted on the Concession Area under any circumstances; and 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 3 f. No use any bottled gas, electrical devices, or hazardous materials or hazardous substances without prior approval by the Ashland Parks Director. [For purposes of this License "Hazardous Substance" or "Hazardous Material" means any hazardous, toxic, infectious, or radioactive substance, waste, or material as defined or listed by any local, state or federal environmental law.] 7. VEHICULAR ACCESS. As otherwise provided herein, Concessionaire shall strictly comply with vehicular access to the Calle Guanajuato as is permitted by AMC 10.68.400. a. City, at its sole discretion, will issue revocable access permits to Concessionaire according to limited purposes and for limited times to facilitate set up, take down, and removal of structures, equipment, supplies, waste, and other materials authorized by this License. b. Vehicles will exclusively ingress and egress from Winburn Way, and will not enter or exit from the plaza end of Calle Guanajuato; nor will they extend beyond the area designated for the Concession. c. At no time will the Concessionaire interfere with the eight (8) foot path required for emergency vehicles. d. The Concessionaire shall ensure that appropriate pedestrian safety precautions are maintained while vehicles using the access permits are in the vicinity. e. Concessionaire shall procure and maintain insurance in accordance with the requirements of Exhibit C in full force and effect throughout the term of this 8. INSURANCE: Concessionaire shall, at its sole cost and obligation, procure and maintain insurance in accordance with the requirements of Exhibit C in full force and effect throughout the term of this License. Concessionaire shall provide the City with copies of said insurance certificates and shall name the City of Ashland as additional insureds. 9. INDEMNITY AND HOLD HARMLESS: Concessionaire will defend, indemnify and hold City and/or Parks Commission, their officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death,) or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to this license or the activities that take place on licensed property. Concessionaire waives the right of subrogation regarding the insurance policy as described in the Insurance Section in this License. Concessionaire will not be held responsible for damages caused by negligence of City and/or the Parks Commission. a. The obligation to indemnify is expressly understood to survive termination of this License for any reason, and includes reasonable attorneys' fees, including attorneys' fees on appeal, and investigation costs and all other reasonable costs, expenses and liabilities incurred by City or its attorney from the first notice 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 4 that any claim or demand is to be made or may be made. 10. TERMINATION: Notwithstanding any other provision herein, the City may terminate this license, in whole or in part, at any time for any reason considered by the City, in the exercise of its sole discretion, to reasonably be in the public interest. The City will provide the Concessionaire seven (7) days prior written notice of a termination for public convenience. a. Concessionaire's remedy to contest termination of the license by City is provided in AMC 2.30, Uniform Administrative Appeals Process. b. Notwithstanding any other provision herein, City may order vacation of the Concession Area or immediately remove the Concessionaire or any other person who may be occupying the Concession Area without resort of a Court Order sanctioning such action. c. Upon failure to vacate, City is expressly authorized to remove all Concessionaire property from the Concession Area at the Concessionaire's expense. i. City will reasonably maintain the property of the Concessionaire for at least 30 days and shall leave it reasonably available for Concessionaire to take possession. City may dispose of any property that remains unclaimed after 30 days. The City may use reasonable discretion to immediately dispose of non-durable or solid waste, including but not limited to food and other putrescible waste. 11. SURRENDER: Upon the expiration of the original term or terms, as extended by the parties, Concessionaire shall surrender to the City the Concession Area in as good or better condition and order as was originally received, except as allowed for within the typical wear and tear. 12. DISPUTE RESOLUTION AND ATTORNEY FEES: The preferred method of resolving disputes between the parties under this License shall be first by mediation. Mediation shall be conducted by a mediator chosen by mutual agreement of the parties; if there is no agreement, the mediator shall be appointed by the elected Municipal Court Judge or Judge pro tem. a. Any mutually incurred cost from the provision of these services, except costs associated with building a case including but not limited to attorney fees or fees for expert witnesses, shall be shared equally between the two parties. b. In any administrative appeal or litigation between the parties arising out of this license, the prevailing party shall recover its reasonable attorneys fees incurred at trial and upon appeal. "Attorneys fees" shall include the reasonable value of the services of in-house counsel. 13. MISCELLANEOUS PROVISIONS. a. Notice. Any notice affecting the rights of the parties under this .License shall be delivered in writing either in person or to the 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 5 following parties by first class mail: City: Director, Michael A. Black Ashland Parks and Recreation Commission 340 South Pioneer Street Ashland, Oregon 97520 (Telephone 541-488-5340; FAX: 541-488-5314) Copy to: City Administrator, Dave Kanner City of Ashland 20 East Main Street Ashland, Oregon 97520 (Telephone: 541-552-2100; Fax: 541-488-5311) Concessionaire: Name: Lithia Artisans Market of Ashland Attn to: S S- v--tt- Address: "3S~s51 /~%(,.z--r c' GTZ C( Phone Number: 'S "I ( 3u i ct ~-j I b. Governing Law. This License, and all matters relating to this License, shall be governed by the laws of the State of Oregon in force at the time any need for interpretation of this License or any decision or holding concerning this License arises. The parties to this License do not intend to confer on any third party any rights under this License. c. Severability. If any provision of this License is held by a court of competent jurisdiction to be either, invalid, void, or unenforceable, the remaining provisions of this License shall. remain in full force and effect. d. Merger. THIS LICENSE CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR EXPRESS AND/OR IMPLIED STATEMENTS, NEGOTIATIONS AND/OR AGREEMENTS BETWEEN THE PARTIES, EITHER ORAL OR WRITTEN, AND MAY NOT BE AMENDED, CHANGED OR MODIFIED IN ANY WAY, EXCEPT BY WRITTEN AGREEMENT SIGNED BY ALL PARTIES HERETO. 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 6 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in two (2) duplicate originals, either as individuals, or by their officers, thereunto duly authorized. DATED this day of __MW&N-------, 2016 Licensee / Concessionaire: Licensor/City of Ashland, Oregon: Parks and Recreation Commission Prin e Name:_(r~_ Sc_ _ Michael A. Black, Director Ashland Parks and Recreation Date:Date:_ Dave Kan er, City A ministrator Appro d as to form: Dave Lo an, City Attorney 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 7 Exhibit A- Concession Area See attached picture and highlight entire area of interest. 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 8 G~ l B Exhibit Proposal Documents Ashland Parks & Recreation Department REQUEST FOR ARTISAN MARKET SPACE-CALLE GUANAJUATO NAME OF RESTAURANT WK PHONE MESSAGE PHONE EMAIL ADDRESS NAME OF AUTHORIZED REPRESENTATIVE WHAT IS THE BEST WAY TO CONTACT YOU? *(Circle one), dmail/ phone MAILING ADDRESS CITY STATE ZIP TOTAL NUMBER OF SQUARE FEET REQUESTED? per square foot) Date Signature`-towner or representative) Total Square Footage x $ = Date Pall r The following items must be obt fined before license can be issued: • Business License Number: • Copy of Insurance Certifica naming City of Ashland as additional insureds 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 9 Exhibit C Insurance Requirements The Concessionaire, at. its sole cost and expense, commencing on the effective date of this License, shall procure and maintain insurance acceptable to the City in full force and effect throughout the term of this License. It is agreed that any insurance maintained by City shall apply in excess of, and not contribute with, insurance provided by Concessionaire. Concessionaire's Insurance shall be primary and non-contributory and have a cross-liability clause. During the term of this contract, Concessionaire shall maintain in full force, all the insurance coverage noted below with the City named as additionally insured: 1. Comprehensive General Liability insurance, with a general aggregate limit of not less than $2,000,000 and $2,000,000 per occurrence. Each policy shall contain a blanket contractual liability endorsement to cover the Concessionaire's indemnification and other obligations under this License as well as owners' and contractors' protective insurance, products and completed operations coverage, fire damage, personal and advertising injury coverage. It shall also include, if appropriate for the contract, coverage for Concession Area operations, explosion and collapse hazard, underground hazard, products, completed operations, contractual insurance, and independent contractors. 2. Comprehensive Automobile Liability insurance, with a general aggregate limit of not less than $2,000,000 and $2,000,000 per occurrence, including coverage for owned, hired or non-owned vehicles. 3 Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days written notice from the Concessionaire or its insurer(s) to the City. 4. Certificates of insurance. As evidence of the insurance coverage's required by this contract, the Concessionaire shall furnish acceptable insurance certificates to City at the time Concessionaire returns signed contracts. For general liability insurance and automobile liability insurance the certificate will provide that the City, Parks Commission, its officers, employees and agents are Additional Insureds. The certificate will include the 30-day cancellation clause, and will include the deductible 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 Concessionaire shall be financially responsible for all pertinent deductibles, self-insured retention's, and/or self-insurance. Certificates of Insurance shall be forwarded to: (Ashland Parks and Recreation 340 S. Pioneer St., Ashland OR 97520). S. Workers Compensation insurance in compliance with Oregon Statutes, [ORS 656.017] which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers. (Required of Concessionaires with one or more employees, unless exempt under ORS 656.027). ) Only if Concessionaire does not employ workers subject to ORS Chapter 656, Concessionaire shall sign the following affidavit: EXEMPTION AFFIDAVIT Concessionaire declares, under penalty of perjury and false swearing, that Concessionaire does not currently employ, and will not employ any individuals for work under this contract during the term this License is in force. Date: Concessionaire 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 10 Exhibit B Proposal Documents Ashland Parks & Recreation Department REQUEST FOR ARTISAN MARKET SPACE-CALLE GUANAJUATO CLA-Oe-~,N, NAME OF RESTAURANT L WK PHONE MESSAGE PHONE-q/ '7'01 q EMAIL ADDRESS ''L tel. L C c. :S/t_ NAME OF AUTHORIZED REPRESENTATIVE ~ S WHAT IS THE BEST WAY TO CONTACT YOU? *(Circe one) email/phone MAILING ADDRESS CITYS STATE ZIP f S L-U TOTAL NUMBER OF SQUARE FEET REQUESTED? per square foot) Date Z Signat re (owner or repres ative) ' _ Date Paid Total Square Footage x $ The following items must be obta"ped before license can be issued: • Business License Number: Gu21 T) • Copy of Insurance Certificate naming City of Ashland as additional insureds 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 9 Exhibit C Insurance Requirements The Concessionaire, at its sole cost and expense, commencing on the effective date of this License, shall procure and maintain insurance acceptable to the City in full force and effect throughout the term of this License. It is agreed that any insurance maintained by City shall apply in excess of, and not contribute with, insurance provided by Concessionaire. Concessionaire's Insurance shall be primary and non-contributory and have a cross-liability clause. During the term of this contract, Concessionaire shall maintain in full force, all the insurance coverage noted below with the City named as additionally insured: 1. Comprehensive General Liability insurance, with a general aggregate limit of not less than $2,000,000 and $2,000,000 per occurrence. Each policy shall contain a blanket contractual liability endorsement to cover the Concessionaire's indemnification and other obligations under this License as well as owners' and contractors' protective insurance, products and completed operations coverage, fire damage, personal and advertising injury coverage. It shall also include, if appropriate for the contract, coverage for Concession Area operations, explosion and collapse hazard, underground hazard, products, completed operations, contractual insurance, and independent contractors. 2. Comprehensive Automobile Liability insurance, with a general aggregate limit of not less than $2,000,000 and $2,000,000 per occurrence, including coverage for owned, hired or non-owned vehicles. 3 Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days written notice from the Concessionaire or its insurer(s) to the City. 4. Certificates of insurance. As evidence of the insurance coverage's required by this contract, the Concessionaire shall furnish acceptable insurance certificates to City at the time Concessionaire returns signed contracts. For general liability insurance and automobile liability insurance the certificate will provide that the City, Parks Commission, its officers, employees and agents are Additional Insureds. The certificate will include the 30-day cancellation clause, and will include the deductible 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 Concessionaire shall be financially responsible for all pertinent deductibles, self-insured retention's, and/or self-insurance. Certificates of Insurance shall be forwarded to: (Ashland Parks and Recreation 340 S. Pioneer St., Ashland OR 97520). 5. Workers Compensation insurance in compliance with Oregon Statutes, [ORS 656.017] which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers. (Required of Concessionaires with one or more employees, unless exempt under ORS 656.027). ) Only if Concessionaire does not employ workers subject to ORS Chapter 656, Concessionaire shall sign the following affidavit: EXEMPTION AFFIDAVIT Concessionaire declares, under penalty of perjury and false swearing, that Concessionaire does not currently employ, and will not employ any individuals for work under this contract during the term this License is in force. Date: Concessionaire 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 10 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 11 DATE (MMIOD/YYYY) ACCORv CERTIFICATE OF LIABILITY INSURANCE 09/08/2015 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(ies) must be endorsed. 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), PRODUCER CONTACT KELLI S HENSLEY NAME: POWELL INSURANCE ASSOCIATES INC PHONE 541-747-6080 FAX 541-747-6640 -(AX -NQ. ~AIC~N01: _ PO BOX P Ap RD IBS kepi@powellinsurance.biz SPRINGFIELD OR 97477 INSURERISj_AFFORDING COVERAGE _ NAIC# - INSURER A: OHIO CASUALTY INSURANCE COMPANY INSURED INSURER B: LITHIA ARTISANS MARKET OF INSURER C ASHLAND INCLUDING VENDORS INSURER D: PO BOX 3585 INSURER E : ASHLAND OR 97520 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. ADGL SUBR1 - POLICY EFF POLICY EXP rk__ E OF INSURANE POLICY NUMBER -(MWDDNYYYI M MI❑D LIMITS LITY EACH OCCURRENCE $ 1,000,000 IAL GENERAL LIABILITY $ 1,000,000 S-MADE ~ OCCUR MED EXP (Any one person) $ 15,000 A Y BLO 56 74 49 94 10/14/2015 10/1412016 PERSONAL & ADV INJURY $ 1,000,000 I GENERAL AGGREGATE $ 2,000,000 ---111 _ PRODUCTS-COMP/OPAGG $ 2,000,000 i GENL AGGREGATE LIMIT APPLIES PER: I POLICY PRO- LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-0WNED PROPERTY DAMAGE $ HIRED AUTOS HAUTOS $ UMBRELLA LIAR I OCCUR EACH OCCURRENCE $ ! EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS! LIABILITY YIN Q-RYLIMLTS ER-- iANY PROPRIETORIPARTNERIEXECUTIVE NIA E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE - EA EMPLOYE $ 11 yes, describe under - - DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ L DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, It more space is required) THE CITY OF ASHLAND IS LISTED AS ADDITIONAL INSUREDS (PER FORM CG 88 10 0413 ATTACHED). I FAX: 541- 488-5311 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF ASHLAND THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 E MAIN SR ACCORDANCE WITH THE POLICY PROVISIONS. ASHLAND OR 97520 AUTHORIZED REPRESENTATIVE KELLI S HENSLEY ACORD 25 (2010105) ©1988-20 0 ACO D CORPORATION. AN erved. The ACORD name and logo are registered sharks of ACORD COMMERCIAL GENERAL LIABILITY CG 88100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3 " ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 0 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY - ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) m If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n, do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. 2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- = tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: m 9.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, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following; 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. o, " G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions. (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location 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. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. a d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location 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. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. 1. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who 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. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section 11 - Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form 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 expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and H c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: N Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: 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 an insured listed under Paragraph 1. of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. 0. BODILY INJURY REDEFINED Under Section V - 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, sick- ness or disease. 0 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted mate al of Insurance Services Office, Inc., with its permission. Page 8 of 8 COMMERCIAL GENERAL LIABILITY CG 88 60 12 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EACH LOCATION GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which can be attributed only to operations at a single "location" owned by or rented to you: 1. A separate Each Location General Aggregate Limit applies to each "location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Each Location General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard", and for medical expenses under Coverage C regard- less of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses N shall reduce the Each Location General Aggregate Limit for that "location". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Each Location General Aggregate Limit for any other "location". 4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Each Location General Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which cannot be attrib- uted only to operations at a single "location" owned by or rented to you: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Each Location General Aggregate Limit. C. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Each Location General Aggregate Limit. D. For the purposes of this endorsement, the following definition is added to Sectio n V - Definitions: "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. E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. CG 88 60 12 08 Includes copyrighted material of ISO Properties, Inc., with its permission. Page 1 of 1 I AC" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1 09/08/2015 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(ies) must be endorsed. 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). PRODUCER CONTACT KELL.I S HENSLEY NAME- : --I _ _ POWELL INSURANCE ASSOCIATES INC PHONE 541-747-6080 !FAX AJ 4? 541-747-6640 - PO BOX P E-MAIL ADDRESS: - kelli@poweHinsurance.biz --l (°/c Nor SPRINGFIELD OR 97477 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: OHIO CASUALTY INSURANCE COMPANY INSURED INSURER B : LITHIA ARTISANS MARKET OF v INSURER C ; ASHLAND INCLUDING VENDORS INSURER D: PO BOX 3585 INSURER E : ASHLAND OR 97520 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. INSR' AD6L1SUBR- POLICY EFF POLICYEXP LTR TYPE OF INSURANCE INSRIWVDI_ POLICY NUMBER MMID /YYYY (MMIDDNYY`YJ LIMITS GENERAL LIABILITY ' I EACH OCCURRENCE $ 1,0()0 ,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES tEa occurrance_~ . $ 1,000 000 CLAIMS-MADE OCCUR MED EXP (Any one person) $ 15,000 A Y BLO 56 74 49 94 10/14/2015 10/1412016 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 X POLICY - PRO- LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT {Ea accident/ - 1;_ ANY AUTO BODILY INJURY (Per person) $ - ^ - ALL OWNED SCHEDULED BODILY INJURY Per accident) $ AUTOS AUTOS ( ) i NON-OWNED PROPERTY DAMAGE- $ HIRED AUTOS AUTOS Per accident $ UMBRELLA LM OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ _ DED RETENTION $ $ WORKERS COMPENSATION WC STATU- -[R AND EMPLOYERS' LIABILITY Y I N TQBR L1(Y1LTS _ ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYE S If yes, describe under - DESCRIPTION OF OPERATIONS below f E.L. DISEASE - POLICY LIMIT $ I DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) THE HISTORIC ASHLAND ARMORY AND LIVE AT THE ARMORY (LATA) ARE LISTED AS ADDITIONAL INSUREDS 3 i CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE HISTORIC ASHLAND ARMORY & THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN LIVE AT THE ARMORY ACCORDANCE WITH THE POLICY PROVISIONS. 208 OAK ST AUTHORIZED REPRESENTATIVE ASHLAND OR 97520 KELLI S HENSLEY ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Calle Guanajuato Marketplace Artisan's Concessionaire License This ARTISAN LICENSE (also referred to herein as "'License") is made and entered into this _ 22_ day of 2016, by and between the City of Ashland, a municipal corporation of the State of Oregon, by and through the Ashland Parks and Recreation Commission, (hereinafter collectively referred to as "*City"), and Lithia Artisans Market of Ashland (hereinafter referred to as "Concessionaire"). 1. SCOPE OF GRANT: Concessionaire has license to operate and maintain an outdoor marketplace within the described Concession Area Exhibit A. a. This license gives no estate or interest in the Concession Area, is revocable and not assignable. b. This license does not otherwise waive, modify or grant compliance with federal, state, or local laws applicable to the Concessionaire or its business. c. The City retains all rights to use and maintain the Concession Area for those purposes which it holds the property without unreasonably interfering with the license granted to concessionaire. 2. TERM / EFFECTIVENESS: The term of this License shall commence upon approval and execution by both City and Concessionaire and shall terminate on November 14, 2016, unless terminated early as provided for herein. 3. DURATION / MINIMUM INTERVAL OF USE: The duration and scope of the revocable License and Concession granted by this License is for one season, beginning March l , 2016 and ending November a, 2016. a. Concessionaire is permitted to prepare, operate, and shall terminate Concession Area for outdoor marketplace operation between the period beginning Monday March 14, 2016 at 11 A.M. and ending Sunday November 13, 2016 at 5:00 P.M. The Market can only operate on Saturdays from 10am-6pm and Sundays from 11am-5pm. The market can operate on the 4th of July Holiday, regardless of which day it falls upon. 4. PAYMENT OF LICENSE FEES AND REIMBURSABLE EXPENSES: a. Concessionaire shall pay a license fee based upon the square footage of the Concession Area. The square footage awarded shall be determined each year by written order of the Parks Director and shall be set forth precisely in Exhibit A. i. The square footage flat fee shall be $5.00 per square foot for the Lithia Artisans Market, for the 2016 concession year. ii. Any payments for fees, taxes or assessments required or in arrears or disputed must be made by Concessionaire before any new license will be authorized for the Concessionaire. b. The Concessionaire will reimburse the city for all actual utility I 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 1 and service costs the city provides, including electric power, water, sewer, garbage and cleaning services as applicable. 5. USE OF PREMISES AND CONCESSION OPERATION LIMITS: a. Concessionaire will operate the Marketplace independently of the established Plaza Merchant businesses. i. Concessionaire will assure that all market vendors and their agents limit their merchandise sales to handcrafted and personally created items. ii. Concessionaires will further assure that all market vendors, their agents, and/or their guests and customers do not act, in any manner, to: 1. Damage, conflict or interfere with Plaza Merchant businesses, including operations during permitted access and normal business functions. 2. Sell mass produced items by virtue of this concession. 3. Serve any type of prepared or packaged food or edible and/or beverage within the Concession Area. b. Compliance with Law. Comply with all federal, state and local laws, rules, and regulations applicable to public health and safety and licensing related to food and food handling and doing business in the State and City of Ashland; i. Concessionaire is responsible for obtaining a business license in accordance with AMC Chapter 6.04. If Concessionaire does not pay for a license, for any reason whatsoever, then each vendor shall be required to obtain an individual business license. See, AMC 6.04.085. ii. Any permit or authorization granted by the City, shall not in any way be interpreted as a waiver, modification, or grant of any other city, state, county or federal agency permits or authorizations or permission to violate any city, state, county or federal law or regulation. iii. Failure to comply with any provision of this section is grounds for immediately revoking Concessionaire's license. The City reserves the right to seek penalties for Concessionaire's or vendors' violations of law including enforcement of its own Ashland Municipal Code. 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 2 c. Maintenance and Safety. Maintain all the grounds, improvements, facilities, assets equipment and fixtures contained within the Concession Area in good repair and in safe, sanitary, clean, and attractive condition that is approved acceptable by the City, such approval not to be unreasonably withheld. d. Temporary Structures. Except for placement of temporary structures authorized below, this Agreement does not authorize or permit physical improvements or alterations to City property or installation of structures or fixtures within the Concession Area without the express written authorization of the City Parks Director and the Community Development Director. e. Concessionaire may allow each market vendor to construct a temporary structure in accordance with size and safety specifications as found in the Calle Guanajuato Vendor Information Handbook. i. All booths shall be kept neat with tables covered and boxes out of sight. ii. Concessionaire shall pack out all garbage and keep the Concession Area in a clean and neat order during the Marketplace hours of operation 1. Refuse will be collected as soon as possible consistent with normal operations of the sanitary service, and each day within two (2) hours after the Marketplace closure. 2. The Marketplace shall not use trash receptacles which belong to or are paid for by Plaza business establishments. iii. Concessionaire will promptly remove and/or correct any structure, fixture, or condition in violation of this License upon the reasonable request by the City. 6. FIRE AND LIFE SAFETY. Concessionaire shall comply with any and all fire and life safety guidelines, recommendations and requirements issued by the City of Ashland Fire Marshal, including, but not limited to: a. Maintain all required fire and emergency access areas; b. Ensure that permitted equipment shall not encroach upon or obstruct public walkways or open space areas while maintaining a clear eight (8) foot pathway for emergency vehicles as approved by the City of Ashland Fire Marshal; c. Maintain a clear, unobstructed space around any fire hydrant as required for fire safety; d. Have available and shall maintain such fire extinguishers as determined by the Fire Marshal; e. Advise patrons and shall strictly abide by the Park prohibition on smoking. Smoking is not permitted on the Concession Area under any circumstances; and 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 3 f. No use any bottled gas, electrical devices, or hazardous materials or hazardous substances without prior approval by the Ashland Parks Director. [For purposes of this License "Hazardous Substance" or "Hazardous Material" means any hazardous, toxic, infectious, or radioactive substance, waste, or material as defined or listed by any local, state or federal environmental law.] 7. VEHICULAR ACCESS. As otherwise provided herein, Concessionaire shall strictly comply with vehicular access to the Calle Guanajuato as is permitted by AMC 10.68.400. a. City, at its sole discretion, will issue revocable access permits to Concessionaire according to limited purposes and for limited times to facilitate set up, take down, and removal of structures, equipment, supplies, waste, and other materials authorized by this License. b. Vehicles will exclusively ingress and egress from Winburn Way, and will not enter or exit from the plaza end of Calle Guanajuato; nor will they extend beyond the area designated for the Concession. c. At no time will the Concessionaire interfere with the eight (8) foot path required for emergency vehicles. d. The Concessionaire shall ensure that appropriate pedestrian safety precautions are maintained while vehicles using the access permits are in the vicinity. e. Concessionaire shall procure and maintain insurance in accordance with the requirements of Exhibit C in full force and effect throughout the term of this 8. INSURANCE: Concessionaire shall, at its sole cost and obligation, procure and maintain insurance in accordance with the requirements of Exhibit C in full force and effect throughout the term of this License. Concessionaire shall provide the City with copies of said insurance certificates and shall name the City of Ashland as additional insureds. 9. INDEMNITY AND HOLD HARMLESS: Concessionaire will defend, indemnify and hold City and/or Parks Commission, their officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death,) or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to this license or the activities that take place on licensed property. Concessionaire waives the right of subrogation regarding the insurance policy as described in the Insurance Section in this License. Concessionaire will not be held responsible for damages caused by negligence of City and/or the Parks Commission. a. The obligation to indemnify is expressly understood to survive termination of this License for any reason, and includes reasonable attorneys' fees, including attorneys' fees on appeal, and investigation costs and all other reasonable costs, expenses and liabilities incurred by City or its attorney from the first notice 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 4 that any claim or demand is to be made or may be made. 10. TERMINATION: Notwithstanding any other provision herein, the City may terminate this license, in whole or in part, at any time for any reason considered by the City, in the exercise of its sole discretion, to reasonably be in the public interest. The City will provide the Concessionaire seven (7) days prior written notice of a termination for public convenience. a. Concessionaire's remedy to contest termination of the license by City is provided in AMC 2.30, Uniform Administrative Appeals Process. b. Notwithstanding any other provision herein, City may order vacation of the Concession Area or immediately remove the Concessionaire or any other person who may be occupying the Concession Area without resort of a Court Order sanctioning such action. c. Upon failure to vacate, City is expressly authorized to remove all Concessionaire property from the Concession Area at the Concessionaire's expense. i. City will reasonably maintain the property of the Concessionaire for at least 30 days and shall leave it reasonably available for Concessionaire to take possession. City may dispose of any property that remains unclaimed after 30 days. The City may use reasonable discretion to immediately dispose of non-durable or solid waste, including but not limited to food and other putrescible waste. 11. SURRENDER: Upon the expiration of the original term or terms, as extended by the parties, Concessionaire shall surrender to the City the Concession Area in as good or better condition and order as was originally received, except as allowed for within the typical wear and tear. 12. DISPUTE RESOLUTION AND ATTORNEY FEES: The preferred method of resolving disputes between the parties under this License shall be first by mediation. Mediation shall be conducted by a mediator chosen by mutual agreement of the parties; if there is no agreement, the mediator shall be appointed by the elected Municipal Court Judge or Judge pro tem. a. Any mutually incurred cost from the provision of these services, except costs associated with building a case including but not limited to attorney fees or fees for expert witnesses, shall be shared equally between the two parties. b. In any administrative appeal or litigation between the parties arising out of this license, the prevailing party shall recover its reasonable attorneys fees incurred at trial and upon appeal. "Attorneys fees" shall include the reasonable value of the services of in-house counsel. 13. MISCELLANEOUS PROVISIONS. a. Notice. Any notice affecting the rights of the parties under this License shall be delivered in writing either in person or to the 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 5 following parties by first class mail: City: Director, Michael A. Black Ashland Parks and Recreation Commission 340 South Pioneer Street Ashland, Oregon 97520 (Telephone 541-488-5340; FAX: 541-488-5314) Copy to: City Administrator, Dave Kanner City of Ashland 20 East Main Street Ashland, Oregon 97520 (Telephone: 541-552-2100; Fax: 541-488-5311) Concessionaire: Name: Lithia Artisans Market of Ashland Attn to: '~t«'~ ~c s 5~~ Address: c) Phone Number: b. Governing Law. This License, and all matters relating to this License, shall be governed by the laws of the State of Oregon in force at the time any need for interpretation of this License or any decision or holding concerning this License arises. The parties to this License do not intend to confer on any third party any rights under this License. c. Severability. If any provision of this License is held by a court of competent jurisdiction to be either, invalid, void, or unenforceable, the remaining provisions of this License shall. remain in full force and effect. d. Merger. THIS LICENSE CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR EXPRESS AND/OR IMPLIED STATEMENTS, NEGOTIATIONS AND/OR AGREEMENTS BETWEEN THE PARTIES, EITHER ORAL OR WRITTEN, AND MAY NOT BE AMENDED, CHANGED OR MODIFIED IN ANY WAY, EXCEPT BY WRITTEN AGREEMENT SIGNED BY ALL PARTIES HERETO. f 1 1 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 6 i IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in two (2) duplicate originals, either as individuals, or by their officers, thereunto duly authorized. DATED this _ 2 day of h , 2016 Licensee / Concessionaire: Licensor/City of Ashland, Oregon: Parks and Recreation Commission Name:_~~~~ Michael A. Black, Director mPrin-- Ashland Parks and Recreation Date:_ Z- cs lk Date:__ - f- - Dave Kanner, City Administrator Approved as to for : l D ve Lohman, City Attorney 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 7 Exhibit A- Concession Area See attached picture and highlight entire area of interest. 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 8 2016 Calle Guanajuato Marketplace Artisan's Concessionaire License 11