HomeMy WebLinkAbout2012-006 EDC - Tempeh Girl for Facility Use~o~,?- oo ~
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Piedmont Food & Agricultural Processing Center
US@Y' S@1'V1CCS COiltl'aCt This
erson
i
i
p
or organ
zat
on joins this Ag reement as User of the Piedmont Food &
A ricultural Processin Center commercial kitchen facilit .
Full Legal Name of User : Tempeh Girl Le~ I Status of User (Check One~:
aPndividual ^ Partnership
^ Corporation
^ Limited Liability Company
^ Other
Name Authorized Re resentative : Beth Ma Title : Owner
Mailing Address : 232 Stable Rd, Carrboro, NC Email : beth@tempehgirl.com
27510
Tele hone : 919-265-8497 Fax : none
This User Services Agreement made and entered into this the 20th day of December2011 ,
(`Bffective Date") between the User (identified above) and Piedmont Food & Agricultural
Processing Center (also referred to here as "PFAP"). User and PFAP agree to the following terms:
1. SERVICES. PFAP will provide User with nonexclusive access to and use of PFAP's
commercial food production facility ("Kitchen"), subject to the terms of this Agreement.
a. Facility. The Kitchen is a shared-use facility, equipped with commercial culinary equipment
and other food preparation equipment. PFAP shall maintain the facility in a sanitary and
orderly state and ensure that all equipment available to the User operates to all applicable
federal, state and local health and safety standards.
b. Business Services. PFAP Center may also provide the User with, but is not liable for
Business Services, including but not limited to: advice on business development, product
development, packaging and label design; business plan development, training in safety and
sanitation; marketing support activities, and/or assistance with food safety regulation
compliance and accessing small business financing.
User Prerequisites. All Users of PFAP will have completed the following activities and
provided appropriate documentation to the PFAP Manager before the User may enter and use
the Kitchen:
(1) Completed application form and paid all associated fees and deposits
(2) Completed Initial Consultation,
(3) Completed the PFAP Orientation;
(4) Provided Proof of Product Liability Insurance, as detailed in Section 4(c), below;
(5) Obtained and provided to the PFAP Manager any required oversight documentation.
d. Authorized Food Products. User must obtain specific autharization from PFAP prior to
producing each food product.
e. Scheduling of Use. PFAP shall control the times and manner of all Users' access to and use
of the Kitchen. User shall request use of the Kitchen in advance. PFAP will make its best
efforts to create a schedule for use of the Kitchen that accommodates all Users' reasonable
requests. Scheduling is available on a first come, first served basis, or as amended by the
Manager.
2. PAYMENT TERMS. User will pay PFAP rent for each hour (or part thereo~ the User occupies
the Kitchen and/or far the Business Services described in Section 1 of this Agreement according
to the following terms:
a. Fee Schedule. The fees for various uses of the Kitchen and/or equipment are set out in the
Fee Structure, attached to this Agreement and incorporated herein as APPENDIX E. The
Fee Schedule is subject to change at any time, and PFAP will make reasonable efforts to
notify Users in advance of the changes.
b. Payment Terms - New User. Each User will pay for use of the Kitchen on a"pay-as-you-
go" basis for the initial three (3) months of using the facility. PFAP will provide User with a
bill after each use. Payment is due upon receipt. Storage fees are to be paid up-front by all
Users each month. User may not use the Kitchen ar Business Services until all outstanding
bills are paid.
c. Payment Terms - Good Payment History. After three (3) months of on-time payments,
PFAP will bill User for facility and storage use at the end of each calendar month. Payment is
due within seven (7) business days of receipt. If User pays any bill late, PFAP may require
User to pay under New User payment Terms. A Late Payment Fee may be charged for
payments made more than 7 days after receipt of invoice.
3. USER DUTIES. User agrees to assume the following duties in its use of the Kitchen under this
Agreement:
a. Rental and Use Policies. User acknowledges that User has received and read the Standard
Operating Procedures ("SOPs"), a copy of which is attached to this Agreement and
incorporated herein as APPENDIX C. PFAP reserves the right to amend the SOPs at any time
upon written notice to User to be posted at the entrance of the building. If User violates the
SOPs, PFAP may impose a fine upon User and upon repeated violation PFAP may in its
discretion terminate Agreement. User agrees to comply with all of the rules and obligations
set forth in the Standard Operating Procedures as currently stated and as modified at any time
in the future.
b. Contact Information. User promises that the identification, address and contact information
stated at the beginning of this document is current and correct. User agrees to keep PFAP
informed of any changes in User's legal identity, address or other contact information.
Security. PFAP is equipped with both open use and individual locked storage areas. User
agrees that PFAP assumes no responsibility for the security of any equipment or supplies the
User brings for their use in the facility. Copies or combinations for all locks must be provided
to the Manager before their use. If any additional locked storage is brought into the facility
by the User, User shall supply a duplicate key to the Manager. The Manager may access any
space at any time for regulatory, safety, or maintenance reasons. User may not duplicate the
keys provided for any storage areas.
2
d. Food and Equipment Safety and Sanitation. All Users and their employees are required to
successfully complete the PFAP Orientation before they may use the Kitchen. At least one
(1) User with current Serve Safe certification must be present at all times applicable based on
the product being produced, as directed by the Manager. Use of all equipment requires
special training and authorization from the Manager. Each person using the facility must
receive specific authorization before using the Facility and certain equipment. Use of
equipment can be revoked, or denied by the Manager at any time.
e. Housekeeping Policies. User policies include but are not limited to the following:
(1) Users will provide their own oven mitts, cooking items, ingredients, utensils, small
wares and other special items necessary to their specific production needs.
(2) No equipment or items owned by PFAP shall ever leave the premises.
(3) Users will strictly follow the Cleaning Guidelines in the SOPs provided by PFAP
before, during and after each use of the facility.
(4) Users must perform and fill in the "Shift Log" before, during, and after each kitchen
use, and leave them in the designated area.
(5) All production and packaging of food products must take place within designated
approved food production locations within the facility
(6) If User fails to leave the facility in the proper condition, User will receive a
warning and be responsible to pay the actual cost of cleaning the facility as
determined by PFAP. Upon a second such failure, User shall pay a fine (set out in
the Standard Operating Procedures) and actual cleaning costs. Upon a third such
failure, this Agreement shall be terminated.
f. Assignment. Except for User's properly trained and authorized employees, User may not
transfer ar assign User's privileges under this Agreement to any third party. This includes the
disclosure of the User's security codes or keys. The User shall not grant access or allow a
third party to operate in or enter the kitchen any time. Violation of this duty is grounds for
immediate termination of this Agreement and the immediate discharge of that User from the
kitchen.
g. Signs and Advertising. No signs or advertising matter shall be painted or attached in any
way on the PFAP premises.
4. HEALTH AND SAFETY RESPONSIBILITIES. To ensure the safety of all persons associated
with the PFAP facility, User shall also comply with the following duties:
a. Worker Safety. User is exclusively responsible for ensuring that User and its employees
observe proper safety procedures while using the Kitchen. All User employees must have
registered with the Manager and provided contact information in case of emergencies before
being authorized to work at PFAP. No children under 16 are allowed in the kitchens when
an f~~ood processin~ is takin~ place or without the express permission of the Mana~er.
b. Right of Inspection. PFAP staff retain the right to enter and inspect operations at any time
during use. The Deparhnent of Environmental Health of Orange County as well as the Food
& Drug Administration or their designees shall have the right to inspect without prior notice
at any time deemed necessary by their
c. Product Liabiity Insurance. Each User will maintain a minimum coverage of $2,000,000 of
general liability and product liability insurance, with Piedmont Food & Agricultural
Processing Center named as "added named insured" on each policy. Users must provide
proof of insurance to the PFAP Manager before User may enter and use the facility.
5. LIMITATION OF LIABILITY. No section of the Agreement is intended to create a waiver of
Orange County's rights or privileges as a sovereign entity. User agrees that any and all claims
involving PFAP are strictly subject to the following limitations:
a. Business Services. All Business Services provided by PFAP and/or any officers, staff, or
other agents of PFAP and/or Orange County are provided solely for the purpose of assisting
User in the operation of its business. Orange County makes no representations, warranties or
guarantees that the business services provided will result in the success of the User. User
understands and acknowledges that User is solely and completely at freedom to accept or
reject any business services, and that the principal(s) or owner(s) alone are in control of the
User and its success or failure. User acknowledges and agrees that Orange County and any
officers, staff, trustees or other agents of Orange County are not liable to the User, or its
principal(s) or owners(s) for any damages resulting from the use of or reliance upon the
business services provided by PFAP.
b. Liability. PFAP and/or Orange County shall not be liable for any damage to either person or
property sustained by the tenant or by any third party arising in any way out of the User's
use, operation, occupancy of PFAP premises, or sale or distributing of any product
manufactured on the premises. The Users covenant and agree to indemnify, defend, and hold
harmless PFAP and Orange County, and its employees from all claims, costs, and liability
arising from or in connection with damages, injuries to persons (including death), or
property in, upon, or about the PFAP premises, or any portions thereof, or resulting from the
sale, distribution, and use of any product manufactured by the User on the PFAP premises.
a Indemnity. User agrees to defend, indemnify and hold harmless PFAP and Orange
County from all loss, liability, claims or expense, including attorney's fees, arising out of
or related to claims, costs, and liability arising from or in connection with damages, injuries
to persons (including death), or property in, upon, or about the PFAP premises, or any
portions thereof, or resulting from the sale, distribution, and use of any product
manufactured by the User on the PFAP premises, except to the extent same are caused by
the negligence or willful misconduct of PFAP and/or Orange County. It is the intent of
this provision to require User to indemnify Orange County and PFAP to the fullest
extent permitted under North Carolina law.
6. CONFIDENTIALITY. User and PFAP agree and acknowledge as follows:
a. Confidential Information. The Kitchen is a shared-use facility, and may be occupied and
used simultaneously by similarly situated third-party Users ("Others"). The Parties further
acknowledge and agree that the conduct of User's business and the production of User's
food products may involve the use of recipes, techniques, sources of ingredients, financial
and business records and other information that is owned and used exclusively by the User
that constitute trade secrets or proprietary knowledge that must remain confidential for the
protection of User's business ("Confidential Information"). User acknowledges and agrees
4
that Others may also have Confidential Information that applies to the conduct of their own
business. User and PFAP acknowledge and agree that User's Confidential Information may
be disclosed to PFAP for the purpose of providing product authorization, training, or
Business Services to User. Provided however, Confidential Information does not include
information that is already known to PFAP, to the public or any third party beyond User's
control, or obtained by User from an independent source or otherwise developed
independently from the User. This agreement does not cover any disclosure required by
applicable law or regulation.
b. Permitted Disclosure.
(1) PFAP is required to report to its grantors and sponsors on the economic impact of the
services it provides. Users agree to provide an estimated sales value (wholesale and/or
retail) all of the goods they produce each time they use the Facility. PFAP will treat this
as Confidential Information and will provide only aggregate information in its reports.
(2) In the course of dealing with PFAP and its officers and employees under this
Agreement, User shall take care to inform PFAP whenever User is disclosing
Confidential Information to PFAP. PFAP shall make all reasonable efforts to prevent
disclosure of User's Confidential Information to any third party.
Protecting Confidential Information. In the course of using the Facility, User shall make
reasonable efforts to not give User's Confidential Information to Others or any third party.
User shall also respect that Others using the Facility may be applying their Confidential
Information and shall take care not to discover Other's Confidential Information. Any
spying or deliberate intrusion into Others' Confidential Information is grounds for
terminating this Agreement. PFAP is not responsible for the misuse of Confidential
Information by Others.
d. Public Records. Notwithstanding the foregoing, User acknowledges that the Agreement
and any information obtained pursuant to the Agreement or use of the Kitchen or
Business Services may be deemed public records and subject to disclosure in whole or in
part under the North Carolina Public Records Law. PFAP and/ar Orange County will
provide User with prompt notice of any intended public records disclosures, and an
appropriate opportunity to seek protection far User's confidential and proprietary
information consistent with all applicable laws and regulations.
7. TERMINATION. This Agreement shall continue indefinitely unless terminated as provided in
this Section. User's obligations pursuant to Section 6(Confidentiality) of this Agreement and any
financial obligation to PFAP shall survive the termination of this Agreement.
a. Voluntary Termination. This Agreement may be terminated at any time upon mutual
agreement of PFAP and the User. User may terminate this Agreement at any time upon
written notice to PFAP.
b. Breach or Default. User must correct any violation, breach, or failure to keep or perform any
conditions of this Agreement or the SOPs within three (3) days after receiving written notice
of such from the Manager of PFAP. If more than three (3) days pass without any corrective
action taken by the User, PFAP may, in its sole discretion, terminate this Agreement. This
Agreement may also be terminated as provided in Section 3 of this Agreement.
c. User Property. Upon termination, User shall remove all of User's property from the Facility.
If User's property is not promptly removed, PFAP may enter, take possession of and remove
User's property. User shall be liable to PFAP for a reasonable storage cost for any property
removed in this way.
8. MISCELLANEOUS PROVISIONS.
a. Jurisdiction and Venue. Any disputes regarding this Agreement shall be resolved in the
courts of Orange County, North Carolina, and according to the laws of North Carolina.
b. Relationship of Parties. This Agreement shall not be construed to form a partnership or any
other business association between the Parties other than independent parties to contract.
User, its officers, agents and employees are not employees or agents of PFAP.
Entire Agreement. This Agreement with the Appendices represents the entire and
integrated agreement between the County and the Userr and supersedes all prior
negotiations, representations or agreements, either written or oral. This Agreement may
be amended only by written instrument signed by both parties. Modifications may be
evidenced by facsimile signatures.
d. Waiver. Failure of PFAP and/or Orange County to require compliance by User with any
provisions of this Agreement or the waiver by the PFAP and/or Orange County of any
breach of this Agreement or PFAP policies shall not constitute a waiver of any claim for
damages by PFAP and/or the County for any breach of this Agreement or a waiver of any
other required compliance with this Agreement.
e. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
9. ENJOYMENT. This shared-use commercial kitchen is a unique facility meant to be useful to
and enjoyed by its Users. The kitchen has been furnished to accommodate a wide variety of start-
up food businesses. It is necessary that all Users work collectively to make this shared-use space
work for all. Cooperation will benefit everyone and will allow harmony in the entire space. It is
the desire of PFAP to aid the many persons that may desire to start their business and provide a
clean and workable space for all parties. We wish each User's business the greatest success with
their product and with their business. May each grow and prosper and become a part of our
community.
SIGNATURES ON FOLLOWING PAGE
6
This Agreement is executed all as of the day and year first above written, by the duly authorized
representative of each party.
ORANGE COUNTY:
By:
County M ager
USER:
By:
~-2 ~'(,~ /~~ c7 (.~
Printed Name and Title ~
PIEDMONT FOOD & AGRICULTURAL PROCESSING CENTER
By: ...._
Matt al, Manager
This inst nt ha en ap r ved as to technical content.
/ Z~- / ~
Steve Brant ey, Departmen ir r
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
(,1~,~..~ ,~ /-~-
Office of the Finance Director
This instrument has been approved as to form and legal sufficiency.
Office of the ounty Attorney
7
_~
-~„~..."~ ,.
'~"~°`R°' CERTIFICATE OF LIABILITY IN °"~`MM'°°'""~"
SURANCE
~` 12/19/11
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 BE7WEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAI 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 cert'rficate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER NAMEACT R2b2~C}Cd Bowen
Bowen Agency Inc. PHONE .glg_g2g_4222 ac No:919-341-7061
1801 E. Franklin St. B202 pDDR~ess:rebekka@bowen-a enc .com
Chapel Hlll
NC 27514 PRODUCER
, c
INSURE S AFFORDING COVERAGE NAIC #
INSURED INSURER A: Tlle HaTYfOTd
Beth May DBA Tempeh Girl INSURER6:
232 St
bl
Rd '"S"RER ° :
a
e
.
INSURER D :
Carrboro, NC 27510 INSURER E:
INSURER F :
GOVERAGES C_FRTIFICATF NI IMRFR• o~v~mnu w~~ ~~~cco.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NONNTHSTANDING 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 POLICfES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TypE OF INSURANCE ADDL SUBR
POLICY NUMBER POLICY EFF
MMIDD/YYW POLICY EXP
MMIDD/YYYY
LIMITS
A GENERALLIABILITY 1 ZZSBBL 226 1 11 11 1 11 IZ EqCHOCCURRENCE $Z~OOO~OOO
X COMMERCIAL GENERAL LIABILITY PREMISES EaEOCCUrrence $ 2 OOO OOO
CLAIMS-MADE ~ OCCUR MED EXP (Any one person) $ 1 O OOO
PERSONAL & ADV INJURY $ 2 OOO OOO
GENERAL AGGREGATE $ 4 OOO OOO
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $
X POLICY PR~ LOC $
AUT OMOBILE LWBILITY COMBINED SINGLE LIMIT
$
(Ea accident)
ANY AUTO
BODILY INJURY (Per person)
$
ALL OVJNED AUTOS
BODILY INJURY (Per accitlent)
S
SCHEDULED AUTOS
HIRED AUTOS
PROPERTY DAMAGE
(Per accident)
$
NON-0WNED AUTOS $
$
UMBRELLA l1AB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION
AND EMPLOYERS' LJABILITY WC STATU- OTH-
Y/ N
ANYPROPRIETOR/PARTNER/EXECUTIVE ^
N ~ A
E.L. EACHACCIDENT
$
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) E.L. DISEASE - EA EMPLOYE $
If Yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLtCY LIMIT
$
DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
Orange County, NC is added as an additional named insured
CERTIFICATE HOLDER CANCELLATION
Orange County~ NC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
SOO Va110y FOT'ge RC~. ACCORDANCE WITH THE POLICY PROVISIONS.
Hillsborough~ 1V C 2/ 2/ O AUTHORIZED REPRESENTATiVE
O 1988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD
. '1 ti
/
(b~ Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by you, any of your
"employees", "volunteer workers",
any partner or member (if you are
a partnership or joint venture), or
any member (if you are a limited
liability company).
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization
while acting as your real estate manager.
c. Temporary Custodians Of Your
Property
Any person or organization having proper
temporary custody of your property if you
die, but only:
{1) With respect to liability arising out of the
maintenance or use of that property; and
{2) Until your legal representative has
been appointed.
d. Legal Representative tf You Die
Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this insurance.
e. Unnamed 5ubsidiary
Any subsidiary and subsidiary thereof, of
yours which is a legally incorporated entity
of which you own a financial interest of
more than 50% of the voting stock on the
effective date of this Coverage Part.
The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not apply to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon the exhaustion of its
limits of insurance.
3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and over which you
maintain financial interest of more than 50% of
the voting stock, 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 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
BUSINESS LIABILITY COVERAGE FORM
b. Coverage under this provision does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal and advertising injury"
arising out of an offense committed
before you acquired or formed the
organization.
4. Operator Of Mobile Equipment
With respect to "mobile equipmenY' registered in
your name under any motor vehicle registration
law, any person is an insured while driving such
equipment along a public highway with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the equipment, and
only if no other insurance of any 4dnd is available
to that person or organization for this liability.
However, no person or organization is an insured
with respect to:
a. "Bodily injury" to a co"employee" of the
person driving the equipment; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.
5. Operator of Nonowned Watercraft
With respect to watercraft you do not own that
is less than 51 feet long and is not being used
to carry persons for a charge, any person is an
insured while operating such watercraft with
your permission. Any other person or
organization responsible for the conduct of
such person is also an insured, but only with
respect to liability arising out of the operation
of the watercraft, and only if no other
insurance of any kind is available to that
person or organization for this liability.
However, no person or organization is an
insured with respect to:
a. "Bodily injury" to a co-"employee" of the
person operating the watercraft; or
b. "Propert}r damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.
6. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The person(s) or organization(s) identified in
Paragraphs a. through f. below are additional
insureds when you have agreed, in a written
Form 5S 00 OS 04 05 Page 11 of 24
s ~
BUSINESS LIABILITY COVERAGE FORM ~
contract, written agreement or because of a {e) Any failure to make such
permit issued by a state or political inspections, adjustments, tests or
subdivision, that such person or organization servicing as the vendor has
be added as an additional insured on your agreed to make or normally
policy, provided the injury or damage occurs undertakes to make in the usual
subsequent to the execution of the contract or course of business, in connection
agreement, or the issuance of the permit. with the distribution or sale of the
A person or organization is an additional products;
installation,
{~ Demonstration
insured under this provision only for that
period of time required by the contract, ,
servicing or repair operations,
except such operations performed
agreement or permit. at the vendor's premises in
However, no such person or organization is an connection with the sale of the
additional insured under this provision if such product;
person or organization is included as an
after distribution
(9) Products which
additional insured by an endorsement issued ,
have been labeled
or sale by you
by us and made a part of this Coverage Part, ,
or relabeled or used as a
including all persons or organizations added part or ingredient of any
container
as additional insureds under the specific ,
other thing or substance by or for
additional insured coverage grants in Section the vendor; or
F. - Optional Additional Insured Coverages.
Vendors
a (h) "Bodily injury" or "property
. damage" arising out of the sole
Any person(s) or organization(s) (referred to negligence of the vendor for its
below as vendor), but only with respect to own acts or omissions or those of
"bodily injury' or "property damage" arising its employees or anyone else
out of "your products" which are distributed acting on its behalf. However, this
or sold in the regular course of the vendor's exclusion does not apply to:
business and only if this Coverage Part
"
"
{i) The exceptions contained in
or
bodily injury
provides coverage for
"
" Subparagraphs {d) or (fl; or
included within the
propetty damage
"products-completed operations hazard". (ii) Such inspections, adjustments,
{1) The insurance afforded to the vendor tests or servicing as the vendor
is subject to the following additional has agreed to make or normally
exclusions: undertakes to make in the usual
course of business, in
This insurance does not apply to: connection with the distribution
(a) "Bodily injury" or "property or sale of the products.
damage" for which the vendor is (2) This insurance does not apply to any
obligated to pay damages by insured person or organization from
reason of the assumption of whom you have acquired such products,
liability in a contract or agreement. or any ingredient, part or~ container,
This exclusion does not apply to entering into, accompanying or
liability for damages that the containing such products.
vendor would have in the absence
of the contract or agreement; b. Lessors Of Equipment
{b~ Any express warranty (1) Any person or organization from
unauthorized by you; whom you lease equipment; but only
with respect to their liability for "bodily
{c) Any physical or chemical change injury", "property damage" or
in the product made intentionally "personal and advertising injury"
by the vendor; caused, in whole or in part, by your
(d) Repackaging, except when maintenance, operation or use of
unpacked solely for the purpose of equipment leased to you by such
inspection, demonstration, testing, person or organization.
or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;
Page 12 of 24 Form SS 00 08 04 05
Y\
. `
BUSINESS LIABILITY COVERAGE FORM
(6) When You Are Added As An
Additional Insured To Other
Insurance
That is other insurance available to
you covering liability for damages
arising out of the premises or
operations, or products and completed
operations, for which you have been
added as an additional insured by that
insurance; or
(7) When You Add Others As An
Additional Insured To This
Insurance
That is other insurance available to an
additional insured.
However, the following provisions
apply to other insurance available to
any person or organization who is an
additional insured under this Coverage
Part:
{a) Primary Insurance When
Required By Contract
This insurance is primary if you
have agreed in a written contract,
written agreement or permit that
this insurance be primary. If other
insurance is also primary, we will
share with all that other insurance
by the method described in c.
below.
(b) Primary And Non-Contributory
To Other Insurance When
Required By Contrad
If you have agreed in a written
contract, written agreement or
permit that this insurance is
primary and non-contributory with
the additional insured's own
insurance, this insurance is
primary and we will not seek
contribution from that other
insurance.
Paragraphs {a) and (b) do not apply to
other insurance to which the additional
insured has been added as an
additional insured.
When this insurance is excess, we will
have no duty under this Coverage Part to
defend the insured against any "suiY' if any
other insurer has a duty to defend the
insured against that "suiY'. If no other
insurer defends, we will undertake to do
so, but we will be entitled to the insured's
rights against all those other insurers.
When this insurance is excess over other
insurance, we will pay on~y our share of
the amount of the loss, if any, that
exceeds the sum of:
(1) The totai amount that ail such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-
insured amounts under all that other
insurance.
We will share the remaining loss, if any, with
any other insurance that is not described in
this Excess Insurance provision and was not
bought specifically to apply in excess of the
Limits of Insurance shown in the
Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits
contribution by equal shares, we will follow
this method atso. Under this approach,
each insurer contributes equal amounts
until it has paid its applicable limit of
insurance or none of the loss remains,
whichever comes first.
If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insure~s share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.
8. Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Df Recovery
If the insured has rights to recover all or
part of any payment, including
Supplementary Payments, we have made
under this Coverage Part, those rights are
transferred to us. The insured must do
nothing after loss to impair them. At our
request, the insured will bring "suiY' or
transfer those rights to us and help us
enforce them. This condition does not
apply to Medical Expenses Coverage.
b. Waiver Of Rights Of Recovery (Waiver
Of 5ubrogatian)
If the insured has waived any rights of
recovery against any person or
organization for all or part of any payment,
including Supplementary Payments, we
have made under this Coverage Part, we
also waive that right, provided the insured
waived their rights of recovery against
such person or organization in a contract,
agreement or permit that was executed
prior to the injury or damage.
Form SS DD 08 04 05 Page 17 of 24