The URL can be used to link to this page

Home My WebLink AboutPR 14961: CARL R. GRIFFITH & ASSOCIATES - PROFESSIONAL CONSULTING SERVICES interoffice MEMORANDUM To: Mayor and City Counci,~/ From: Stephen Fitzgibbons, ity Manager Dater November 13, 2008 .Subject: P. R. No. 14961; Council Meeting November 18, 2008 Attached is P. R. No. 14961 authorizing a Professional Consulting Services Contract with Carl. R. Griffith & Associates, Inc. MTS:ts Attachment cc: Mark T. Sokolow, City Attorney z.pri4961_memo P. R. No. 14961. 11/13/08 is RSSOLIITION NO. A RESOLIITION APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH CARL R. GRIFFITH ~ ASSOCIATES, INC. WHEREAS, it is deemed in the interests of the citizens' to enter into a Professional Services Agreement with Carl R. Griffith & Associates as to provide consulting services, in substantially the same form as attached hereto as Exhibit "A"j-and WHEREAS, funds are available. in Account No. 001-T003-512.59- 00. NOW THEREFORE, BE IT RESOLVED BY THE. CITY COIINCIL OF THE CITY OF PORT ARTHIIR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City.Manager is herein authorized to enter into a Professional Services Agreement with Carl R. Griffith & Associates, Inc. as to provide consulting services, as delineated in substantially the same form as attached hereto as Exhibit "A" Section. 3. That.a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED on this day of A.D., 2008, at a Meeting of the City Council of the. City of Port Arthur, by the following vote: AYES: 2.pr14961 Mayor NOES: MAYOR ATTEST: TERRI HANKS, ACTING CITY SECRETARY APPROVED AS TO FORN: /fit saw~~ CITY ATTORNEY APPROVED FOR ADMINISTRATION: ~~~~~ CI7- " P'~ANAGE APPROVBD AS TO THE AVAILABILITY OF FIIND3: -!~~ DIRECTOR OF FINANCE z.pr14961 EXHIBIT "A" PROFESSIONAL SERVICES AGREEMENT This agreement is made and entered into on this 18th day of November, 2008, by and between the City of Port Arthur, Texas, a political subdivision of the State of Texas herein referred to as "City," and Carl R. Griffith & Associates; Inc., a Texas corporation herein referred to as "Consultant," in consideration of the following: 1. SERVICES 1.1. Professional Consulting. City hereby engages Consultant to provide consulting services by telephone, electronic means and in person as requested by City. The services Consultant will provide ("Services") are as delineated in Exhibit "A". The Consultant shall utilize Carl Griffith as the prime consultant as to provide the consulting services. Any change therein will require the approval of the City of Port Arthur. The resume of Carl Griffith and the summary of his accomplishments is attached as Exhibit "B", which delineates his experience on providing professional services, as delineated in Exhibit "A'. 1.2. Monthly Services. Consultant shall provide these services for $7,000 per calendar month. 1.3. Performance. Consultant shall take such action as to provide the services as delineated in Exhibit "A" with the expertise as is expected in the industry providing these types of services. Consultant shall report to and be directed by Steve Fitzgibbons, City Manager. As to any particulaz project and the time to be expended therein, the Consultant shall abide by the requests of the City Manager as to which project shall have greater or lesser priority. Consultant shall not represent other clients involvirig the same project. 1.4. Documentation: Consultant shall document the services provided on behalf of the City. This shall include the documentation reviewed and the persons contacted. A summary thereof will be provided in the invoices. Consultant shall provide these records to the City upon request. 1.5. Indemnification: Consultant shall comply with the requirements of all applicable laws, rules and regulations including Section 305.022 Government Code, and shall exonerate, indemnify, and hold harmless the City and its employees there-from. _ 1.6. Insurance: Consultant will maintain insurance coverage as delineated in Exhibit "C" 1.7. Other contracts: Consultant has the following contracts with the City as delineated below. The services provided in this contract shall be in addition to the services provided in the other contracts. Other contracts: Professional Management Services Contract entered into on the 14th day of February 2008 as it pertains to the extension of water infrastructure to support- establishing new liquefied natural gas facilities Z:1lawyer~2008iz. eriffi[h Retainer Agreement 2008.doc • Consulting Agreement entered into on the 29`h day of January 2008 as it pertains to Supplemental Environmental Projects 2: CONSIDERATION 2.1. Payment for Services. City will pay to Consultant a monthly fee of $7,000 with the first payment due on December 4a' for the services provided in November and subsequent payments will be made on or before the 4`h day of each month. 2.2. Reimbursable Costs. City shall reimburse Consultant all-costs in connection with the services rendered. Reimbursable costs include, but aze not limited to, travel costs, subcontractors that are approved by the City, long distance telephone, copies, delivery and similaz costs (without a markup) that axe attributable to a project or service (the "Reimbursable Costs"). Travel costs are defned as travel outside of Jefferson County, lodging, meals ($60 per diem) and incidentals, ground transportation, and all costs associated with travel. All extraordinary travel expenses will be pre-approved by City. The Consultant shall provide City substantiation of Reimbursable Costs incurred when available and upon request. Expenses shall not exceed $5000 without obtaining additional approval of the City Council. 2.3. Invoicing. Consultant will submit invoices monthly for Reimbursable Costs for payment by City. Payment is due within thirty days upon receipt of invoice. If City disputes any portion of an invoice, City will notify Consultant within fifteen (15) calendar days of receipt of invoice by City, and if no such notification is given, the invoice will be deemed valid. Any portion of City's invoice that is not in dispute shall be paid upon receipt. 3. TERM The term of this Agreement shall be until September 30;.2009 unless sooner terminated as herein provided. 4. TERMINATION Either parry may terminate this agreement for any reason at any time during the term by written notice directed to the other party and given seven (7) days in advance of the termination date. If the notice of termination is given in the middle of the month, the fees will be pro-rated. 5. INDEPENDENT CONTRACTOR Consultant shall be an independent contractor of City and not an employee of City. City is interested solely in the results to be obtained from Consultant's services; however, no specific orgeneral results have been promised. City shall not withhold or in any way be responsible for the payment of any federal, state or local income taxes; occupation taxes, FICA taxes, unemployment compensation, workmen's compensation contribution, vacation pay, sick leave, retirement benefits, or any other payments for or on behalf of Consultant or any of Consultant's employees. All such payment, withholdings and benefits aze the responsibility of Consultant, and Consultant shall indemnify City against and hold it harmless from any and all loss or liability Z:\law}'er\2008\z.oriffith Retainer Agreement 2008.doc arising with respect to such payments, withholdings or benefits. Consultant shall not be considered an employee of City for any purpose whatsoever. 6. DISPUTE RESOLUTION Any issue, coritroversy, dispute, or claim arising out of or relating to this Agreement, the services of Consultant or any of the deliverables; or the alleged breach of this Agreement, or arising out of the Consultant s services shall be resolved exclusively by final and binding arbitration in Port Arthur, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), and judgment on the awazd rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitrator shall be selected by mutual agreement of the parties, if possible. If the parties fail to reach agreement upon appointment of an azbitrator within ten (10) calendar days following receipt by one party of the other party's notice of desire to azbitrate, the azbitrator shall be selected from a list or lists of persons submitted by the AAA. The selection process shall be that which is set forth in the AAA Commercial Arbitration Rules then prevailing. If an arbitrator has not been selected following submission of three or more lists by the AAA, either parry may declare the existence of an impasse by giving. written notice to the other; in that event; the arbitrator shall be selected by the AAA. Upon the motion of either party, and for good cause shown, the arbitrator may make any order which justice requires to protect a party from the disclosure of proprietary, privileged or confidential business information, including orders (1) that depositions or hearings be conducted with no one present except persons designated by the arbitrator, and (2) that depositions; exhibits, other documents filed with the azbitrator or transcripts of the hearing be sealed and not be disclosed except as specified by the azbitrator. Any discovery, if any is necessary; as determined by the arbitrator under the applicable AAA rules; shall be conducted pursuant to the provisions of the then prevailing Texas Rules of Civil Procedure. 7. NOTICE Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited. postage prepaid, in the first class mail of the United States properly, or sent. via electronic means, addressed to the appropriate parry at the address set forth below: Notices to Consultant: Carl R. Griffith & Associates, Inc. 2901 Turtle Creek Drive, Suite 101 Port Arthur. Texas 77642 409-722-5101 (facsimile) jjohnson@cazlrgriffith.com Notices to City: Steve Fitzgibbons, City Manager City of Port Arthur - P. O. Box 1089 L:\lawyer\2008\z.griffith Retainer Agreement 2008.doc Port Arthur, Texas 77641 409-982-6743 (facsimile) fitzgibbons@portarthur.net 8. GENERAL PROVISIONS 8.1 Entire Agreement and Amendments. This Agreement (including any exhibits hereto) contains the entire agreement between the parties and no oral statements or prior written matter not specifically incorporated herein shall be of any force and effect. No variation, modification or changes in the Agreement shall be binding on either party hereto unless set forth in a written document executed by all parties or a duly authorized agent, officer or representative thereof. 8.2. Assignment. Nothing in this Agreement shall. be construed to permit the assignment by Consultant of any of its rights or obligations hereunder, and such assignment is expressly prohibited without theprior written consent of City. 83. Governing Law, Severability. This.Agreement shall be governed by the laws of the State of Texas. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision. 8.4. Waiver.. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof , 8.5. Drafting. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. SIGNED AND AGREED TO on this the _ day of , 2008. CITY OF PORT ARTHUR: Bv: Steve Fitzgibbons, City Manager SIGNED AND AGREED TO on this the day. of , 2008. CONSULTANT: CARL R. GRIFFITH & ASSOCIATES, INC. By: Carl R. Griffith, President & CEO Z:\lawyer\2008\zsri~[h Retainer Agreement 2008.doc EXHIBIT "A" TO THE AGREEMENT The consulting services will include the following: • Informing the City of Texas and Federal Agency Regulations, as well as programs, i.e., grant and other funding opportunities, that may affect or,benefit the City. • Additional requested services, such as grant applications and grant management services, shall be on a case by case basis, requiring City Council action. Z:\lawyer\2008\z.erifftth Retainer Agreement 2008.doc .EXHIBIT "B" to the Agreement CARL R. GRIFFITH~ JR. -26985 IH-10 • Winnie, Texaz 77665 ~ - 409/243.3261 •409/718.6447 (cell) • griffithranch@a1lteLnet CHIEF EXECUTIVE OFFICER • DIRECTOR Aresults-oriented leader with a record ojsuccess in bringing creative and entrepreneurial solutions to public sector management CAREER HIGHLIGHTS PRESIDENT AND CHIEF EXECUTIVE OFFICER - Carl R. Griffith & Associates, Inc.. January 2007 to Present Established this public affairs consulting firm with associates and subject matter experts nationwide serving clients in business, industry and government with support and representation on a wide range of issues, including government relations, economic development, business development, regulatory affairs, criminal justice, homeland security, policy advocacy, grant writing and administration, and strategic consulting services. COUNTY JUDGE - . Jefferson County, Texas November 1996 to December 2006 The Chief Elected Official of this Southeast Texas county led a county workforce of 1,100 employees and officials in delivering high-quality public services to a population of 250,000 in a metropolitan area of nearly 400,000. Designated by colleagues on the commissioners court to lead the county's economic development program. Successfully negotiated with national and international corporations to develop nearly $13 billion in business and industrial expansions and relocations, thus creating thousands of jobs and enhancing the region's economic posture. Provided direct leadership to county-owned and operated commercial airport, taking it from a $2 million deficit in the post-9/11 environment to a profitable operating position in fisca12006 while enhancing airport infrastructure and services. Built partnership between petrochemical industry leaders, local officials, state regulators; and environmental advocacy groups to gain substanfial emission reductions and secure an expedited State Implementation Plan. This partnership ensured the Beaumont-Port Arthur area (Jefferson, Hardin and Orange Counties) achieved compliance with the Clean Air Act. Managed county's state and federal legislative program, with key successes in defending regional water interests and securing funding for coastal erosion response. As county's emergency management official, promoted a regional approach to emergency management and disaster response. Judicial responsibilities include presiding over probate and mental health commitment dockets. Promoted creation of Employee Health Department, which provides minor healthcare and wellness services to county employees and dependents. Recognized by the Texas Comptroller of Public Accounts for boosting productivity and elevating employee morale while providing nearly $600,000 in savings to the county. .. SHERIFF Jefferson County, Texas January 1989 to November 1996 CAR[. R. GRIFFITH~ JR. Page two The county's chief law enforcement o~cer:managed a department of 400 sworn and support personnel to fnd innovative solutions to the public safety challenges confronting the community. • Spearheaded the creation of regional task forces to attack the region's nazcotics, gang and auto theft problems, resulting in significant reductions in those crime azeas. • Aggressive DWI enforcement and education program led to 70-percent reduction in alcohol-related fatalities. • Inherited the county's outdated and overcrowded 500-bed lineaz jail. Designed low-cost dormitory- style direct supervision correctional facility, which eliminated overcrowding, enhanced inmate and officer security, and reduced per-inmate operational costs. • Chaired the state Sheriff Association's legislative committee for three legislative sessions. • Developed the Positive Production Program, an inmate training and education program designed to equip inmates withjob and life skills necessary for successful reintegration to the community. The program was recognized by Texas Governor George W. Bush, the Texas Attorney General and the U.S. Attomey General for its innovation and was the model for similar programs in the U.S. • Replaced inefficient in-house inmate health caze with managed healthcare provider. This action privatized the system, which reduced cost and enhanced services. • Reduced fugitive extradition costs by forming an aerial extradition unit using a plane seized from drug smugglers. Enhanced law enforcement and search and rescue capabilities by creating an aerial unit using military surplus helicopters secured at no cost to the county. INVESTIGATOR Jefferson County District Attorney's Oj~ce 1986-1988 DEPUTY SHERIFF Jefferson County Sheriff's Office 7976-7986 EDUCATION MASTER OF EDUCATION (GUIDANCE & COUNSELING) Lamar University, Beaumont 1987 BACHELOR OF SCIENCE (CRIMINAL 7USIICE) Lamar University, Beaumont 7983 ASSOCIATE OF SCIENCE (LAW ENFORCEIvIENT) Lamar University, Beaumont 1981 BOARD AND ASSOCIATION MEMBERSHIP (past and present) • Vice-Chair, Texas Conference of Urban Counties CARL R GRIFFITH, JR Page three • .Past Chair, East Texas Regional Water Planning Group Past Chair, Texas Commission on Law Enforcement Officer Standazds & Education • Boazd Member, Texas Environmental Reseazch Consortium • Board Member, South East Texas Economic Development District • Law Enforcement Committee, Texas Association of Counties Past Chair, Legislative Committee, Sheriffs'. Association of Texas • National Sheriff s Association Member COMMUNITY SERVICE • Boazd Member, Communities in Schools Board Member, Boys' Haven • Boazd Member, YMCA of Beaumont Boazd Member, Mediation Center of Jefferson County • Lifetime Member, Southeast Texas Law Enforcement Council Member, Beaumont Senior Citizens Housing Boazd • Member, Rape & Suicide Crisis Advisory Boazd. Board Member, Texas Local Government Records Committee • Member, Spindletop Centennial Celebration Commission AWARDS AND RECOGNITION 2006 • 2005 Hurricane Rita Distinguished Service Awazd, Deep East Texas Foundation • Resolution-Hurricane Rita Appreciation from Port Arthur, Texas, City Council. 2005 Resolution-Humcane Rita Appreciation from Hazdin County, Texas, Commissioners Court • ETMA President's Special Award, East Texas Mutual Aid Association • Special Recognition from U. S. Army Corps of Engineers for Decisive Leadership during Hurricane Rita Frances K. Monk "Regional Leadership" Awazd, Southeast Texas Regional Planning Commission, 2003 Hometown Hero Service Industry Awazd, Beaumont Convention & Visitors Bureau, 2000 Free Enterprise Person of the Yeaz, Associated Builders & Contractors of Southeast Texas, 1999 Executive of the Year Award, Sales and Mazketing Executives Club of Southeast Texas, 1997 Outstanding Political Service Awazd, Texas Public Workers Association, 1996 Community Builder Award, Masonic Grand Lodge of Texas, 1995 Texas Outstanding Law Enforcement Administrator, Combined Law Enforcement Association of Texas, 1992 World of Difference Awazd, Anti-Defamation League of B'nai B'rith, 1991 EXHIBIT' "C" TO THE AGREEMENT z.pi19961 COMMERCIAL LINES POLICY Pouc~ IrtiN.OER COMMON POLICY DECLARATIONS 874736E TEXAS FARM BUREAU UNDERWRITERS Page tot z m 7420 FISH POND RD • WACO TX 76710-7010 - ~ _ n,e .rni,rviveove~. MAILING ADDRESS: PO BOX 2689 • WACO.TX 76702-2689 wxv+.b,f6+ns.cam POLICY PERIOD: FROM:. 03--07-200.8 TO: 03-07-2009 AT 72:01 A.M., STANDARD TIME AT YOUR.MAILING ADDRESS SHOWN BELOW. 123 123A 19377 NAMED INSURED AND MAILING ADDRESS CARL R GRIFFITH S ASSOCIATES INC 2901 TURTLE CREEK DR #101 PORT ARTHUR TX 77642 DESCRIPTION IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO AlL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE-THE INSURANCE AS STATED tN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT 70 ADJUSTMENT. 801LER AND MACHINERY COVERAGE. PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL CRIME COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART Total Provisional Premium PREMIUM $ NOT-COVERED $ NOT COVERED $ NDT COVERED. $ 237 $ NOT COVERED $ 309 $ NDT COVERED $ NOT COVERED $ NOT. COVERED $ NOT COVERED $ NDT COVERED $ 546 IRMS APPLICABLETO ALL COVERAGE PARTS (SHOW NUMBERS): IL0003 [11-1985); IL0017 (11-1998); IL0021 C11-1985); IL0275 Ct)6-1995) Assignment of this policy shat! not be valid except with the written consent of the Company. Includes copyrighted material of Insurance Services Office, Inc., with its permission. IL OS 00 [04-1995) Copyright, Insurance Services Office, Inc., 1998 L 23A 19377 SCNT ~ 01-22-2009 CPP TEXAS FARM BUREAU AAUTUAL INSURANCE COMPANY ,,,~,~,„,.,,,~,a~„` ' www.trlbinrmm STATE OFFICE 7420 FISH POND ROAD WACO, TEXAS TEXAS .FARM BUREAU UNDERWRITERS COMMERCIAL PACKAGE POLICY COVERAGE IS RROVIDED BY THE COMPANY INDICATED ON THE DECLARATIONS'PAGE THIS POLICYJACKET WITH THE DECLARATIONS PAGE, FORMS AND ENDORSEMENTS, IFANY, COMPLETES THE POLICY CPP (902-035) a/01-B Page 1 IMPORTANT NOTICE To obtairi ihformation or make a wmplaint: You. may call TEXAS FARM BUREAU MUTUAL SOUTHERN FARM BUREAU CASUALTY TEXAS FARM BUREAU UNDERWRITERS FARM BUREAU COUNTY MUTUAL OF TEXAS' toll-free teieph'one number for irifprmatidn or to make a complain[ at: 1-800-772.6535 Ydu may contact the Texas Department of Insurance to obtain information on wmpanies, coverages, rights or complaints aY. AVISO IMPORTANTE Para obtener information o para someter una queja: Usted puede Ilamar al numero de telefono gratis de TEXA&FARM BUREAU MUTUAL. SOUTHERN FARM BUREAU CASUALTY TEXAS FARM BUREAU UNDERWRITERS FARM BUREAU COUNTY MUTUALOF7EXAS Para infprmacion o para someter una queja aI: 1-800-772-6535 Puede comunicarse con el Departamento de Seguros de Texas para obtener information acerca de companias, coberturas, derechos o quejas al: 0 1.800-252-3439 1-800-252-3439 N 0 You may write the Texas Department of Insurance: P. O: Box 149104 Austin, TX 78714-9104 Fax: (512)475-1771 Web: http://www.tdj.state.tx.us E-mail: ConsumerProtection@tdi.state.tx:us PREMIUM OR CLAIM DISPUTES: Sheuld you have a dispute concerning your premium or abouYa claim you should contact the company first. If the dispute is nbt resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This. noticeis for informa0on only and does not become a part or condition of the attached document. CPP Page 2 Puede escribir al Deparlamento de Segums de Tezas: P. O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http:/Lwwwadistate.tx:us E-mail: CbnsumerProtection@tdi.state.tx.us DISPUTAS SOBRE PRIMA5 O RECLAMOS: Si liens una disputa concemiente a su prima o a un reclamo, debe comunicarse con el la compania primeto. Si no se resuelve la disputa, puede,enfonces comunicarse cartel depettamento (TDp. UNA ESTE AVISO A SU POLIZA: Este avfso es solo para proposito de.informacion y no se convierte en parts o condition del dowmento adjunto. SPECIAL PROVISIONS APPLYING TO TEXAS FARM BUREAU MUTUAL INSURANCE COMPANY TEXAS FARM BUREAU MUTUAL INSURANCE COMPANY-PARTICIPATION CLAUSE WITHOUTCONTINGENiLiABILITY No Contingent Liability: This policy is non-assessable. The policyholder is a member of the Company and-shall participate; to the extent and upon the conditions faed and determihed 6yihe Board of Directors inaccordance with the provisions of law, in the distribution of dividends so fixed and determined. TEXASFARM BUREAU MUTUAL INSURANCE COMPANY~JIEMBERSHIP AND VOTING NOTICE The insured is notified that by virtue of this policy, he is:a member of the Texas Farm Bureau Mutual Insurance Company of Waco, Texas, and is entitled to vote either in person or by proxy at any and all meetings of said Company. The Annual Meetings are held. in its Home'Office, Waco, Texas, on the firstMonday of February, in each year, at 9:30 o'clock a.m. In Witness Whereof, the Texas Farm Bureau Mutual Insurance Company has caused this policy to be executed and attested. S'~. 'Secretary ~.,~~ ~ SPECIALPROVISIONSAPPLYINGTOTEXAS FARM BUREAU UNDERWRITERS RECIPROCALS-SPECIAL DEFINITIONS AND PROVISIONS-PLAN OFOPERATION President Wherever the words 'Policy,"Insured,' 'Company,"Premium,' and 'Presidents' occur herein they shall betaken and construed to mean'Coniract,"Subscriber,"Reciprocal orInter-Insurance Exchange;"Deposit,' and'Attorney-in-Fact,' respectively. This policy is issued as an Inter-Insurance F~cchange, by Texas Farm Bureau Management Cdrporation, as Attorney-in- Fact forTexas Farm Bureau Underwriters in accordance with the powers vested inhim by an agreement, executed by the subscribers. No Contingent Llabhity: No policyholder in [his Exchange incurs any liability other than Deposit Premium or Pre- mium Paid, the Exchange having a freesurplus in the amount defined by Article 19.03 of the Texas Insurance Code, of 1951, asamended, and in accordance with [he Exchange'sArticles bf Agreement:. Participatidn:.TheInsured is by virtue of ibis policya member of the Exchange, subject to the Articles of Agreement, reference to which is had and shall be entitled to suctt,unabsprbed premium or dividend as.may be declared by the advisory committee, subject; however, to approval in accordance with the provisions of the Texas Insurance Code,of 1951, asamended. In Witness Whereot, the subscribers at Waco; Texas, have caused these presents to be signed by their Attorney(s)-in-Fact, Texas Farm Bureau Management Corporation, (Attorney(s)-in-Fact:) Secretary President CPP Page 3 eL 113 al-ae) cG oo D} u as COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provision3.in this policy restrict coverage.. Read.[he entire policy carefully (o determine rights, duties and what is and is not covered. Throughout this policy the words "you' and 'Your refer to the Named Insured shown in the Declarations; and anyother person or organization qualifying as a Named Insuredunder this policy. The words'We; `us" and'our' refer to the compa- ny providing this insu2nce. The word insured"-means any person or organization qualifying as such under WHO IS AN INSURED (SECTION Iq. Other words and phrases that appear in quotation marks have special meaning. Refer to DEFINITIONS (SECTION V). SECf10N 1=COVERAGES COVERAGE A. BODILY INJURY AND PROPERTY DAM- AGE LIABfLITY L Insuring Agreement. a. We will pay those ums thatthe insuied becomes legally obligated to pay as damages because of 'bodily injury' or "propertydamage" to which this insurance applies. We vrill have the rightand duty to defend-any "suiC seeking those damages. We may at oucdiscretion investigate any'`iiccurrence" and setfleany claim or °suit" that may resulE But: (I) The amouniwe:will pay foCdamages is limit- ed as.described in. LIMITS OF fNSURANCE (SECTION 11p; and (2) Our right and. duty to defend end when. we have used up the applicable limit ~ insu2nce in the payment of judgments or settlements under Cove2ges A or B or rrmedical "expenses. :under Cove2ge C. No other obligation or tiabitity to pay sums or per- form acfs or services is covered unless eicplidtly provided for under SUPPLEMENTARY PAYMENTS-COVERAGES A AND B. b.. This insu2nce.applies to:°6odily injugP and °prop- arty damage":only iL (1) The °bodilyinjury°or "property damage". is caused. by an -occurrence" that takes place in the- cove2ge terfitory'; and (2} The:°bodily injury" or "property damage" oc• curs during the policy period. c Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of senitces.or death resulting at any. .time fmm the "bodily injury: . 2. Fxclusitins., . This. insu2nce does not apply to: exGusion does not apply to "bodily injury' result- ing from ttie use of reasonable force to protect per- sons or property. b. 'Bodily injury" or'property damage forwhich the insured is obligated to paydamages by reason of the assumption ofliability in-a contractor agree- ment: This exclusion doesnotapply to liability for damages:. (1) Assumed. in a contractor agreement that is an 9nsuredcpntrad° provided the bodily in- jury' or'propertydamage occurs subsequent. to the execution'of the contract or agreement; or (2} That the insured would-have in the absence of the contract. oragreemenL c. "Bodily injury" or'pmperly damage' for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxiption of any person; (2} The famishing of alcoholic beverages to a Per- sonunder the legal: drinKngage'or under the iMuence of alcohol; or (3) Any statute, ordinance or regulation relating. to thesale; gift, d'rshibution oruse of alcohol- is beve2ges. This exclusion applies only if you are Sri the busi- ness of manufadurirrg, dstnbuting, selling serving or famishing alcoholic beverages. d: Any obligation of the insured. under a workers' compensation, dsability benefits or unemploy- ment compensation law or any similer.law. e. "Bodily injury'ao: (1} An employee of the insured arising outuf and. in the course of employment bathe insured; or (2) The spouse, child, parent, brother or sister of that empbyeeasa coiuequence of (ll above This exclusion applies: a. 'Bodily injury' or"property damage expected or (1) Whether the insured maybe I261e as an em- intendedfrom the standpoint of the insured. This plover or in any other c8pacity; and ~~ -.t 1 a errs ~~ :i', Copyright, Insurance Services Olfice, Ihc. 1987. 79RA (2) To any obliga6ori to share damages with or re- - pay someone else who must pay damages be= . cause of the injury. This.exclusion does not apply to liability assumed by the insured under an °insured contract" f. (1) "Bodily injury" or °property damage" arising, out of the. actual, alleged or threatened dis- charge, dispersal seepage, migration, release or esgpe of pollutants: (a) At or from any premises, site or location which is or was at any time owned or oc- cupied bg or rented or loaned to, any insured; (b) At or from arty Premises, site or location which. is or was at any time used by or far arty insured or others for the handling, storage, disposal, pmcessing or treatment of waste; (c) Which are or were at any timetransport- ed, handled, Cored; treated,.drsposed of, or processed. as'waste by or for any in- sured or any person or orgadization for wham yoq may be legally responsible; or (d) At or from any premises, si[eror location on-which any insured or any contractors or subcontractors working directly or in- directly on any insured's hehalf:are per- forming. ope2tions; (i} if.the pollutants are.brought on or to the premises; site or location in con- rreccti'on with'such operations bysuch insured, contractor orsubcohtiactor; pr . (ii) if the operations are to festior moni- tor, cleanup; remove, contain, treat, detoxify or neutralize, or in any way respond. to; or assess the ~fects of pollutants. Subparagraphs (a) ahd`(d) O'do-not apply to voday injury' or'pmperty damage' arising out nf. heat, smoke:or fumes from a host-e fire: As used.in this exclusion; a hostilefire means one which>tecomes`uncontrollatile or breaks out fmm where )t was intended to be. (2) Any loss; cost or expense arising out.of any: (a) Request, demand or order that ariy in- sured or others test far, mbnRiir, cleari up, remove, contain,:treat,,detoiii(yorneutial= ize;'or irt.any=way respond; to; or assess the effects of pollutants; or (bl Claim orsuit by oron behalf of a govern- mental authoriiyfpr damages benuse of testing for, monitoring, cleaning up, removing; containing, treating, detacifying or neutralizing;:orlre anyway responding to, or assessing the effects of pollutants. F6llutan[s means.any solid, liquid, gaseous or ther- mal irritant or contaminant, including smoke, va- por, soot, fumes, acids; alkalis, chemicals grid waste. Waste. indudes -materials to be recycled. reconditioned or reclaimed. g> "Bodily injury" or °pmperty damage" arising out of the ownership, maintenance, use.oreritrustment to others of ahyairc2tt, autd' orwatercraft::owned or operated by orrented'or loaned to any insured. Use indudes operation and "loading or unloading' This ezdusion does not apply tp: {1) A watercraft while ashore on.premises you awn or rent; t2) A watercraft you do not avn that is: (a) Less. than 26 feet -long; and (b) Not tieing used to carry persons orprnp- - erty for a charge; (3) Parking ah autd on; or qn the ways next.to; premises you own or rent; provided the'eutd is not owned'by arrested or loanedto you.or the insured; ' t4) Liability `assumed under ariy 5iisured con- . tract" for the ownership, maintenance or use of aircraft or watercraft; or, . (5) °Bodily irijury" or"property damage". adsing out of the operation of any ofthe' equipment .listed in'paragraph f:(2) orf.(3} of the defini- tion. of "mobile equipmeriY' (Section V8). h. "Bodly injurjr or "propertydamage° arising out of: (2) The4ransportation of moliile equipmeriC liy an 'autd' owned, oroperated 6y or rented or .loaned to.any insured;,;or. ',.. (2) The use of "mobile egwpmeP>"'~, ocwhile ih practice orprepa2tion for,.a.prearraaged rac- ing, speed or demohbon cgntestpr in any stunting.: activity i. "Bodiy injury" or °property damage' ,dueefo war, whether or not declared, or any actor condition :incident to war. War includes civil door;- insurreN lion, rebellion or revolution- This eircfusion applies only to:liability assumed. under a contrast. or agreemeriti j. "Property damageP: to': (D Property you own, rent oroauPY~ (2) Premises you seih give awayorabandon, if the "property damage' arises out ~-any Part of those premises;: (3) Property 7oaned'to<ydu; _ (4) Ft=rsonaf property m tfie care, custodyor con- trot of the insured; (5) Tha[particularpartdreafProPeriyon.which you orany contractors or subconhactorswork- ing directly or indrectly on your hehalfare per- formingoperations, -rf the `property damage arises out of those operations; or (6) That particular partof any propertyShat must tie restored, repair"ed or replaced because °your work" was incorrectly performed on it. Paragraph-(7~-of this exclusion does not apply if the premises are "your work" and were never oc- cupied, rented or held for rental by you. Paragraphs (3), (4), (5) and lti} of this exclusion do not apply td liability assumed undera ideVack agreement Paragraph {6) of this exclusion does not apply to "property damage" included in the "pmducts- comple[ed operations hazard? k. "Property damage" to "your product" arising out of it or any part of it i. "Property damage" to "your work" arising out of it. or any part of hand included in the °products- completed operations hazard" This exclusion does not apply if the dajnagedwork or the work out of which the damage arises was pedormed on your behalf. by a, subcontractor: m. °Propedy damage" to impaired property" or prop- erty that has not been physically.)njured, arising out of:_ (1) A defect, defidency, inadequacy ordanger- otiscondition in "yourproduct" or'yourvm~; or (2) A delay or_faiture by you oranyone acting on your behalf to perform. a contract or agree- ment in accerdance with its terms. This exclusion does not apply [o the loss of use. of other property arising. out of sudden and ac- adental physical injury.to °your prndud" dr "your work" after it has been put to )ts intended use. n_. Damages claimed for ariy loss, cost or expense in- cuned by-you or others for tYie loss of use;'with- dratval,' recall, `inspection, repair,- replacement, adjustment; removal or.disposaf~of:.' il) .'Your produd°; - `" (2) °Your wont; or (3) "Impaired property'; if Stich product, work or prpperiy is withdrawn or recalled from the market or inim use by any per- son or organvation becatise of`a known"br sus- pected defect, deftciency_ ,inadequacy or dangerous condition iri it EzcluSions c: through n. do not apply to damage by -file to premises rented to you. A.separate'limit of in- surance applies to this coverage as descrjbed in LIMITS' OF INSURANCE (SECTION Ilq. COVERAGE B-PERSONAL AND ADVERTISINGJNJURY LIABILITY L Insurjng Agreement a. Wewilfpaythosesumsthatthe::insured.becomes legally obligated to pay as damages because of "personal injury' pr advertising injury'.to which this coverage part applies: V~ will have the right and duty to defehd -any "suit" seeking those damages. We may at our discretion. investigate. any 'bccurrence" or offense and settle any claim or "suit" that may result: But- (t) The amount we. will pay for damages is limit- ed as described in LIMITS OF INSURANCE (SECTION III);.and (Z) Our right and duty to defend end when we have used up.Ihe appligble limit of insurance in the payment of'judgmenls or settlements under Coverage A or B or medical expenses under Coverage C. No other obligation or liabilityto pay sums or per- form ads or services is coveied unless explicitly provided Fpr under SUPPLEMENTARY PAY- MENTS-COVERAGES A AND 8. b. This insurance applies to: " (1) "~rsonal injury` caused by an offense ads- . ing out of your business;,excluding advertis- ing; publishing,.hroadcasting,or telecasting -done by or.foryou; (2) Advertising injury! caused byan oFfense com- mitted in the course ofadvertising yourgeods, products or services; but only)f the offense was committed in fhe cov- erage temtor~? iiurjiig tte polity period. 2. Exclusions. This insurance does not apply to: a. "Personal injury' or advertising injury': (1) Arisingoutofmralorwrjttenpublicationofma- terial, if done 6y pr at he directjon of the in- sured with. knowledge of its falsity; (2) Arising out of'oral or wri~n pobfiiation.~ ma- Serial whose firstjiubfication tool<Place before the beginning of the policy period; (3). Arising out of the willful wiolatiort of a.penal :statute or ordnance committed 6yor with the dohserit dF the insured or. - (4), For which the: insured has :assumed liability rn a contract o~,agreernent. This"exdusion does not apply to liability~for damages that the 'iiutireii would have'(htheatiseiiee of'the con= tract or agreerpenL b. Advertising. injury° arising: oat af:.. . (11 Breach of contract, other,than mi~pprbpria- tjon af. advertsing ideas .under an `implied ` conhacf;' (2} The:falifre of.goods; produds or services to canfonn with advertised :quality or per- ' formance; (3) ,The wrong description aF the price aF,goods; producfs.or services; or (4) An offense committed.tiy an (nsured whose business is advertsing, broadcasting publish- ing or telecasting. 3 COVERAGE C. MEDICAL PAYMENTS- 2. Insuring Agreement. _ a. We wilt pay medical expenses as described below for "bodily injury" caused by an accident: (2) On premises you own or rent; (2) On ways neztto premises you awn orren[; or (3) Because of your operations; provided thaL• (1) The accident lakes place in the "coverage ter- . ritory" and during the policy period; (2j The expensesare incurred and reported to us within one year of the date of the accident; and 2. Up to $250 for cost. of bail bonds required because: of accidents or Gaffic lawviolations arising out of the • use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not. have to furnish,these bonds. 3. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance We do not have to furnish these bonds. 4. All reasonable ocpenses incurred by the insuredat our request to assist:us in the investigation or defense of the claim or "suiC, including actual loss of earnings up to $100 a day because of time off from work. 5: AfI costs [axed against the insured in the ~uiC 6. Prejudgment internst awarded.against the insured on that part of the judgment we pay. If we make an offer to pay the applipble limit of insdrnce, we wll notpay anyprejudgmeritinterest based on-that period of time a[tenthe of~er.- (3) The injuredperson'submits to examination, at ourexpense, !iy physicians of our choice as.often as we reasonably require 6. We will make these payments.regardless of fault These payments will not acceed'the applicable lim- 7. itof insurance. We will pay reasonable expenses (or: (2) Frst aid atae time of an accident; k2) Necessary medical, surgical, z-ray and den- tal.servjces, jncludjng prosthetic devices; and (3) Necessary ambulance, hospital, p[ofessional nursing and funeral services. 2. Exclusions. We viill nat pay expenses fiir."bddily'injury": a. To any insured.. 6. To a person hired to do work.for or on,behalf of any insured or a. tenant of any_insured. c. To a person injured`on that part'of premises you own or rent that the person normally occupies. d; To a person, whether or not an employee.of any insured,. if benefits tot the "boffily injut)!' are.pay- able or musk be provided iindera woriiers` corn- pensation or disaEi)fity benefits'lawor a-similar law. e_ 7o a,person injured v±tiile taiaogparf in:athletics. f. Included within the "products~completed opera- bons hazard' g. Excluded undecCoverage A. h. Due to war whether or not dedared_ or any act or crondition incident to war., War includes civil war, insurtection, rebellion: or'revdlution_ SUPPLEMENTARY PAYMENTS-COVERAGES A ANl) B We wilt. pay, with respect to any claim or "suit' we defend: 2. All expenses.we incur Alf`inferest on the.full amount of.any judgment that accrues after entry of the judgment and be<dre we hale paid, offered to pay, or deposited;in court he part of the judgment [fiat is within the applicable limit of in- surance. These payments will not reduce the limits of insurance SECTION 11=WH0 IS AN INSURED 1. ff you are designated- in the Declarations as: a. An individual, you and your5poriseare insureds, but onlywith respect to the conduct of a business of which you are the sole avnec 6. ; A,partnership or-joint venture; you are an insured. Pout members, your,partners, and their spouses. are also insureds; but only with inspect to the con- duck of your.business: a An organjra6on otherthan a partriershipror joint venture, you are an insure7. Yourezecutive officers and directors, are insureds, butnnlywith respect to their, duties as yqur officers or..directors; Your stockholders are also(nsureds,aiutonlywith re- speckto their fiab~ty as stpckholders.'- 2., Each of the' following rs a)~ ag insured: a. Youremployees,otherthariyoucexec;utrveofficers, - : hutanly foracts within the scope of their errrploy- mentby you- However no employee isan insured for: 4 (2) 'Bodily injury'' or °personal njur}Y'to you or, to a co~mployee while in the course of his' or her employment, or the spouse, child, par- ent, brotfier or sister of that co~nployee as a consequence of such °bodily injury" or'per- sonal injur}P or (or any obligatioh to share damages with or repay someone else who- - must pay damages because of the injury; or 12) "Bodily injury or °personal injury' arising out of fits or her providing or Ealing to provide professional health-care services; or {3) `Property damage to property owned or oc- cupied by or rehted or loaned to that em- ployee, anyof your other employees, ar any of your partners or members CrI you are apart.- nership ar joint venture). b. .Arty-person (other than your employee), or any or-' ganaation while acting as your real estate man- ager. c Any person or organization having proper tem- porary custodydfyour property'rfyou de; but onty; {1) With respect to liability adsing out ~ the main- - tenance or use of that:pmperry; and - (2) Until your legal representative has been ap- pointed. d. Your legal representative if you die, but only with respect to duties as such, That representative will. have:all yqur rights and duties under this Covee age Part 3: With respect to Pmobile equipmenC registered in your name under arryrrrotorveh)de regutration law, any pee sari is an insured while-drivingsuch equipment along a public higtrvvaywith.your perm)ssion. Any other per- son ororgan®tion rnsponsihlefor tl7e conduct ofsuch person.isalso-an,±nsured; butonlywith;respectfoiia- tiilityarising out of the operatidn of the equipment, arid.. only H no; other insurance of any kind: l5. available to - that Berson or organ'¢ation forthisliability. However, no person or organj~tion is an Insured with, respect tot a. 'Bodily injury to:a co-employee of the person ddv- -ing the equipment; or .. _ . b. 'Property dariiage" to property owned by,. rented to, in the charge of or occupied by you.or the em- plover of any persortwho.is an insured under this provision. 4: Anyorgairf7aTionyourieuylyacquireorforrri;atherthan a partnersh)p ar joint venture,-and over which you maintain bwnership armajodty interest: will qualityas a Named Insured.'rf there is no other similarinsurance available to that organizatibo. However.. . a._ Coverage underthrs provision rsafforited onty un- til the 96th day alter you acquire or tone the oe ganization ar the end of the pol)i.}r period; whichever is earlier; b. Coverage A doPS not'appiy to "bodily injury' or °prepertydamagd' that occurred before you :ac- quired or formed the brganizatfon; and c Cbve2ge B does not apply[o "personal injury" or 'advertising injury" arising girl of an offense com- -mined before you acqujred or formed the organi- 7aticn. No person or organizafron is an insured with respect to the conduct of-any current or pastpartnership orjointventure that is no[ shown:as a Named Insured in the Declarations: SECLION III-LIMITS OF INSURANCE 1. The limits ofihsurance shown in the DeGardtionsand [he rules below fiz-the mosbwe will pay regardless of the number of: a. Insureds; 6. Claims made or `suits° brought; or c Persons or organizations making claims or bring- -.ing °suits" 2. -The Gene21 Aggregate Limit is the- most we will pay for thesurrr of- a. Medical expenses under Coverage. C; b. Damages under Coverage A, except damages be- cause df "bodily-injury" or'property damage". in- cluded in the "products-completed operations hazard"; and c Damages under Coverage B. 3. The Products-Completed Opeations Aggregate Limit is the mostwe will pay under Coverage Afor-damages. because of Riodily injury'=and `property'damage" in- cluded in. the °products-completed operations hazard' 4. Subject to 2. above, the Personal and Advertis)ng In- jury Limit isahe most:we wilLpayunderCoverage,6 for the sum of all damages because of all °personal ihjury' and all "advertising )njury'sustained byany one person or organ"uation. 5. Subjectto 2. or3. a6dve; whichever applies,ahe Fsch Occurrehce limit is the most we will pay for the sum of. ac Damage's undef Coverage A; and 6. Medical expenses under, Coverage C because of all bodily injury° acid °property damage arising:oirt of any .one bccurreRCe: ri.~ Subject.to 5,-above, the Ere Damage limit jstfie mosk xre will pay under Coverage A.fofdamage5 because of 'property damage' to premises renfetl to you ads- ing out of anyone fire- 7. Subject to 5. above, the Medical Expense Limit is.ihe most we willpay undenCoverage C for all.medidl ex- penses bec_ ause ~: "bodily injury' sustained by arty one person. The limits of this Coverage Part appy separetely to each mnseeutive annual pedod and to anyremaining period of less than 12 months, sthitingwith the beginning of the poli- cy Period shown inthe Dedarations, unless the policy Peri- od is e#ended after issuance for an addifianal pedod of -less than l2 months In that case,.8ie additional period wilt be deemed part.of the last preceding period for purposes of determining the Limits of Insurance SECTfON IV-COMMERCIAL GENERAL LIABILITY CON- DITI ONS _ 1. Bankruptcy. Bankruptcy or insolvency of the insured or of the in- sured'sestate will not relieve us of our obligations un- der this Coverage Part. 2. Duties In The Event Of Occurrence, Claim Or Suit. a. You must see to it that we are notified as soon as practicable of an occurrence" or an offense which may result in a claim. To the extent possible, no- lice should include: (1) Haw. when and where the "occurrence" ar of- fense took place; (2) The names andaddresses o(any injured per- sonsand witnesses; and (3) The nature and location of any injury or dam- age arising out of ihe'bc¢umence' or offense. b. If a Gain is made or~SUit"'is brought against any insured, you must: (i) Immediately record the Specifics of the claim or "suit" and'the date received; and (2)-Notify us as soon as practicable. You•must see to it that we receive written-notice `aEtfine_claim or surf asaoon as.p2cticable:: c You and any'otherinvolved insured must: {1)"immediafely send us copies of anydemands, riotlees; summonses or legatpapers received ih connection=with'the'daim or"suit"; (2).Authorize'us to: obtain records and other in- ~=formation;' (3) . Cooperate with tls:in ttae.investigation, settle- . _ mentor.defense of the Gain or "suit"; and (4) Assist us,.upooour.request;-inYhe errforce- ment'd arryright against arty person or drgani- m8on"wtCch may be liabte fo. the. insured. because of injury or damage to which-this in- surance may also apply. d.: No irisure?)s will;-except atttieirown cost, 6olun- " tardy:make a.paymentrassume ariyabliga6on, or -incur any eirpense,'dtherttiarttor first. aid; with- autourconsent. '3: Lega~:'/~tron /lgaiiist lJs. No.person'or:organization 6as:a,right under this-Coy- erage Fart: a: So:join us as a~:pattyor otherwise br)ng-us into" a 'suit" asking•for.damages frrim an insured; or b. , Tp sue us on this Coverage Part unless all of~its terms have been fully complied-with: A person. or organ'rzation may_sue usdo recover on an ,agreed settlement or on a feat judgment against an insured obtained after an actual trial; but we will not lie liable for damages that are not payable under the Germs of this Cove2ge Part or that are in excess of the applicable limit of insurance An agreed settlement means a settlement antl release of liabilitysigned by us, the insured and the claimant or the claimant's le- gat representative. 4. Ofher Insurance. If other valid and: collectible insurance is available to the insured for a loss we cover under Coverage A or 8 of this Coverage Part, our obligations are limited as follavs: a. Primary insuance This insurance is primary except when h. belay applies 1f this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the. method described in c below. b,. Excess Insurance This insurance )s excess over arty of the other in- surance, whether primary,. excess, contingent or on anyother basis:: . tl) That is Ere, Extended Coverage; Builder's Risk, Installation Risk or similar coverage for :"your work": {2) That is.Fire insurance for prerrmises rented to you; or (3) -If the loss arises out oEttie:maintenance,or use of aircratt;'butos" or watercraft to the ex- tentnot subject-to Exclusion g. of Coverage A fSectiori I). . When this rnsrirant~ fs excess, wewill have rip duty ' under Coverage A or 9 to defend arty clafm or'suiY' tfiatahy other insurer has a'drift' to defend. I( no ottYeririsurer defends, we will Undertake to'do sq but:v±e wtlt be. entitled `to the 'insureds rights against all these other insurers, "`When this fnsuiance is excess oval other incur- ante; we wilt pay only our share ottheamount of the..loss;.if,any, that.exceeds. thesum of:, . (1.) The::totalamountthatall:suohjdtherinsurance 'would pay forthe:loss in:theabsence of this'. jnsu2nce; and. - {2), The total of all.deductiiile_Gnd self:insured -amounts under alt that:ottier insurance: VJe wilFshare.fhe remarning'loss, d any:wrth arty othei insurance ttaat is not desen'betl in'this Ex- cesslnsurdnce provismoh'andwas nottought spe- cifically.to apply. in excess .of rile Limits. of Irisurance.shown in:the De¢laiatfons.of this Cov- erage Part c Method of Sharing If air of the other insurance permits contribution by:equal sharps, we well fGlovr this method also Under this approach each insurer contributes equal amounts until it has paid its applicable lim- it of insu2nce or none of the loss remains, which- ever comes first if any of the other insurance does not permit con- fributioh by equal shags; we will contribute by limits Underthis method, each insurers share is based do the ratio of its applicable limitof insur- ance to the total applicable limits of insurance of all insurers. 5. Premium Audit. a. Vve will compute all. premiums forthis (overage Partin accordance with our rules. and rates. b. Premium shown.in this Coverage-Part as advance premium is a deposit premium only. At the-close of eachaudit period we will compute the earned premium for that pedod. Abditpremiums are due and payable on notice to the firs[ Named Insured. 1f the'sum of the advance-and audit premiums paid for the polityfermis greater than the earned premium, we will returrr the excess to the first Named. Insured., c: 'The first Named Jnsuredmust keep records of the infonria6on we need Tor premium computation, and send us copies a[ such times as we may request 6: RepreserrtAtions. By accepting this policj; you agree: a. The statemeritr in ttie Declarations areacturate and complete; b. Those statements are based upon representations you made to us;, and. c We have issued this polity in reliance; upon your representations. . 7. Separation Of .Insureds. F~ecept with respect:to the Umitr qt insurance, and any nghtr or duties specifically assignEd in'this Coverage Part to the first Named Insured; this fnsurance applies:. - a. As if each Named trisuri#d we?e th'e,only Named Insureds and ' " b, Separately to each insured agarisE whom Gaim is made. or ^suii"is brought &. TFansferOfRrghts'Of;RecoveryAgamstOthetsTa:ll!s. if the insured has rights to, recover alt or part of arty payment:we have made under this Coverage Part, those rights.are transferred to us. The insured must, do notfiing alter Idss to jmpair diem. At our request, '- the insured will bring "suit" or transfer.thdse rights to us and fielp us enforce tbem: ' 9.. tYhen We po;Nat, Renew. . if we. decide not to renevr this Coverage Part; we will mail'or deliver tothe first Named insured shown in the Declarations written notice of the cion(eriesral,not less than 30 days before the expiration date. If notice:is mailed, proof of ma7ng wiil'be sufficient proof of notice. SECTION V-DEFINITIONS 1. Advertising injury". means injury arising out of one'or more of the following offenses: a. ~ Oral orwdtten publication of material thatslanders or libels a person or organaation or disparages a persods or organization's goads, products or services; b. Oral. or written publicatiodof material that violates a person's right of pdvatyj c Misappropriation of adverUsi~g ideas or style of do- ing business; or d. Infringement of copyright. UUe or slogan. 2. Autd means a land motorbeh)cle, baiter ar semitrail- er designed for Uavel on public mods, inGuding any attached machinery or.equipment: But'butd does not include "mobile equipment" 3. "bodily injury' means fly injury, sickness or disease sustained by a person, ihcluding death resulting from any of these aC any lime: 4. °Coverage territory" means:. . a. The United States of America'Gncluding its ferri- toriesand possessions), Puerto Rico and Canada; h. Internationai'waters or airspace, provided the in- jury or damage does not occur in the course of Uavei or transpo~UOn to .or from ahy place not included iri a. above; or - c All parts qF the woad if:' (U The injury or damage arises out of:. (a) Gcods dr products rhade or sold by you in the temtory _described in a. above; or - tb) The attivities of a person wtipse home is ' in theaerdtory described in a: above, but is away for a shorttime:onyour business; . and (2) The insured's responsibility to:paydamages is.cletenniried in a suiY:on:ihe merrfs,, in the territory described in a: above or in a settle- merit we.agree. to 5: °lmpaired pmpert)! means tangible property, other than'yourproduct"or'yourWorit;iliatcannotbeused ' or is less useful because: a. ,It incorporates youcpraduct" or'~our wodP that is knovm ar thought to be defective, deficient 7n- adequate or dangerous; or b. You have failed to fulfill the terms of a'contract or- agreement; 'rf such property pn be restored to use tiy: a, The repair, replacement; adjustment orremoval of 'your produce or 'your worlP; or b: Your- fulfilling the terms of the contract or agreement 6. "Insured contract" means: a. A lease of premises; b, A sidetrack agreement; T c. .Any easement or .license agreement, except in connectionwith construdion or demolition oper- ations on or within 50 feet of a railroad; d. An obligation, as required 6y ordinance, to indem- nify amunicipality, except in connectionwith work for a municipality; , e. An elevator maintenance agreement; f- That part of any other contract or agreement per- taining to your business (including an indemnifi- cation of a municipality in connection with work performed for a municipality) under which you as- sume the tort liability of another party to pay for "bodily injury" or °property damage" to a third per- son or organization. Tort liability means a liability that would be imposed by law in the absence. of any contract or agreement. An insured contracC does not indode that partoF any contract or agreement:. a.' That fndemn~es any person or organization.. for 'bodily injury" or °propertydamage arising out of construction or demolition operations; within50 feetof any railroad propertyand affectingany rail- mad'bridge `qi trestle, tracks, road-beds; tunnel; underpass or crossing; b. That indemnifies an arcFiited; engineecor surveyor for injury.or damage arising out of: (I) Preparing, approving or failing to prepare or -approve .maps, drawings, opinions, reports, surveys, change orders, designs or specifics- - bons;'or . (2) Giving.directions:or instructions; pr failing to give theri;'dtnat is the primary causeotthe .'injury or damage; c: -.:Underwhich the insured, if an architect; engineer of surveyor, assumes liablfity fo~'an injury ortlam- age arising oufof-the insbred"s`endenng orfail- ure,to render prdfessional services, ihduding those. listed.in b: above and supervisory, inspection: or engineedng services; or - d. That indemnifies any person ororgan'rzaGon for ` damage by fire to premises fenced or loaned to -your' 7: 'LOadng or.unloading` means the handlnig ~ property: a. After it ismoved from the p[ace.where it-is accept ed formovement into or.onto.an:aarcraft, watef- craft or'autcP; . b Wh7e itrs in oron an aircraft, watemraftor~utd; or c -' While ills tieing moved (roman aircraft, watercraft or'auto°.to the place where ills finally tlel'n~ered; but "loading or unloading" does not ipdude the moue- ment of property by means o(a mechanical device, other.than a hand truck, that is not attached to fhe aircraft, watercraft or~uto" 8. 'Mobile equipment" means anyof the following types of land vehicles; including anyattarhed machinery or equipment: a. Bulldozers, farm machinery (orkli$sand otherve- hiGes designed for usepdncipaliy off public roads; b. Vefiides maintained far use solely pn or nett to premises you own or rent; c Vehicles that travel on crawler [reads; d. Vehides; whetherself-propelled or not, mamtained pnmanly to provrde mobility to permanently mounted: (I) Power cranes, shovels,. loaders, diggers or drills; or (?a Road constructioaorresurtacing equipment such as graders, scrapers of rollers; e. Vehices not described in a.,; b., c or d. above that are notself-propelled and aremaintained primar- ily to provide mobility to permanently attached equipment of the following types: , (1) .Air cpmpressors, pumps-;and generators, in- dudingsprayang; welding; building cleaning, geophysical exploration, lighting andwell ser- vicing equipment; or (2) Cherty pickers and similar devices used to.- raise or Ia,Ver workers; f. Vehicles not descdbeii iri a., b., c or d..a6ove maintained pr)marityfofpurposes other than-the transportation of persons or cargo. " However, self-pmpalted vehicles with the following types of permanently attached equipmentare-not "mobile-equipment' but will'be cpnsidered'autos°: (1) Equipment designed pnrrrstily'tor:~ (a) Snow removal; ` (p) Road maintenance, but not coristrUdion or resurfacing;' (cY Street cleaning; .,- (2) Cheny pickers and similar dev'ice5 mpunted on automobile or truck chassjs. amd used to raise or lower'wprkers; and _. ,.. (3); Air pgmpressorsr,pungps and. generators; in- chiding sprdyirig,wel'ding, 5rilding clt3aiiing; geoptiysirat.errploration, lighting.and vaeli.ser- vidng equipment 9: 'Occurrence° means an aecideni including coritjnu- ous or repeated exposure to:substahtially the same general harmTul condi[ioris. 10. "Personal. injury' means injury, other [hen bodrl~ inju- N: arising out of one or mbrie of tfieYd7(owingofferases? a. False arrest, detention or rmpnsorirrient; b. Malicious prosecution; c: The wrongful eviction frgm, wrongful entry intq or invasion of the right of private pceupancy.of a. room, dwelling or premises thata person occupies by or on behalf of its owne , landlord-or lessor, d. Oral or written publication of material that slanders or libels a person or organization or disparages a person's or organizations goods, products or serv- ices; or 13- e. Oral orwdtten publication of ma[edal that violates a person's right of pdvaty. • 11. a. °Productstomjileted operatpns hazard" includes all "bodily injury' and. "property damage" occur- . nog away from premises you own or rent and ads- ing out of your product" or "your work" except• (1) Productsthatare still in your physical posses- sion; ar (2) Work that has ndt yet: been completed or abandoned. 6. "Your work" will be deemed completed a[the eadi- est. of the following times: El) When all of the: wade called for in your con- tract has been cdmpleted'. {2) When all of the work to be dohe at the site has-been completed. if your contract calls for work at more than one site: (31 When that part of the work done at a job site has been put to its intended use by any per- son or organization other than another con- tractor.or subcontradorworking on [he same project. Nbrk that may need service, maintenance, correc- tion„repair or replacement, but which is otherwise complete,. will be treated as completed. e This hard does -not include `bodily injury' or "pmperfy damage -arising out of; (D The transportation of properly, unless the in- juryordamage arises out of a condition in or on a vehicle created by the goading or unload- ing° of it; {2) Theexistenc8 of tools, uninstalled equipment or abandonetl or unused materials; (3) Products or operations for wftich the Gasifi- cation in this Coverage Part or in our manual of rules includes products or coritpleted.opet ations 12. "Property damage° means: a. PhysidF injury tb tangible property, including all resulting loss of use of that property. All such loss of useshall be deemed to occurat the time of the physical injury that caused it; or b. toss of use of tangible property that is not physi- callyinjured. All such loss shall be deemed to oc- carat the time offhe "occurrence" that caused il. "Suit" means a civil proceeding in which damagesbe- cause of "bodily injury; "property damage; "personal injury' or 'advertising injury" to which this insurance applies. are alleged'. "Suit" iridudes: a. An arbihation proceeding in which such damages are claimed and.to which you-must submit or do submit. with our consent; or tr. Any other alternative dispute resolution proceed- ing.in which such damages are claimed and to which you submi{with our consent. 14. "Your product" means: a. Any goods or products, other than real property,. manufactured, sold, handled, distributed or dis- posed of by: fl) You; (2) Others. trading under your. name; or (3) A person oriirganization whose. business or assets you Gave acquired; and b. Oohtainers (other thanvehicles); materials, parts or equipment furnished in connection with such goods or products. "Ydur product" includes: a. Warranties or representations made at any time with respect [o the fitness,. quality, durability, per- fdrmance or use of "your product"; and h. The providing of or failure to provide warnings or instructions. "Your product" does nol include vending machinesor other property rented to oNoratediorihe.use of others. but not sold. 15. "Your work° means: a. Work or operations performed. by you or an your behalf;. and 6. Materials, parts or equipment furnishedfn con- nection with such work or operations. "Yaurworl~ includes: a: Warranties or represerrtatipns made at any time with respect to the fitness; quality, durability, p8r- formance or use of your work; and b. The providing of or failure to provide v+2rnings or instructions. 9 874736E TEXAS CHANGES --- CONDIT--IONS REQUIRING NOTICE Attached to and [driving.part of Policy No. -8747361 of the TEXAS FARM BUREAU UNDERWRITERS Insurance Company of 1Varn; Texas, issued at its \5'acu, Texas, Agency. With regard to. Bodily Injury and Property Damage liability, unless we arc prejudiced. by theinsured's. or your failure to comply with the requiremeny.any provision of this Coverage Part requiring you or any insured to give notice of oecurcence, claim or suit, or forward demands, nouces, summonses or legal papers in rnnnection with a claim or suit, r7iU not liar liability under this. Cover- age Part.. ~ - a Prrsct3ed liy the State-Board of Insurance Form No. CC OI U3-TEXAS CHANGES-CONDITIONS REQUIRI\G NOTICE-EReMicg November 1985 874736E PRODUCTS/COMPLETED'OPER,ITIONS HAZARD REDEFINED A[tachedto and (orating partof Policy.\o. 874736E of the TEXA5 FARH BUREAU UNDERWRZTERS Insurance Company of 1Vaco; Texas, issued at it9 \Vaco, 'texas, Agency. SCHEDULE Description of Premises end Operations: SANE PREHISES AND - -OPERATIONS AS APPEAR ONTHE DECLARATION (If.no entry appears above, information requ'trcd to complete this endorsement wiR beahown is the Declarations as applicable to this endorsement.) ' \4ith respec[ to 'bodily injury" or "property damage: arising out of "your products' manufactured, sold, handled or distributed: - 1. On, from or in connection with the use. o(any premises described in the Schedule, or 2. In connection with the conduct of any operaiion described in the.Setiedule, when conducted by youor on your behalf, Paragraph a. of the definition of"Products --- eomplemd operations hazard" in thr DL•FI\'ITIO\S Section is replaced by die following: - a. 'Products --- completed operations hazard" includes al! "bodily injury: and "property damage' iHatarises oui of _ "your products' if the 'hoAily.injury' or "property Aamage" occurs aReryou:have relinquished possession ofthosc products. Yrtscrihed by the State Board of Insurance Form \o. CG 24AT-PRODUCTS/COMPLE'TED OPER4TI0\S HAZARD REDEF[tiEI)-EiTectiic \arcmher 1985 874736E EXCLUSION -PRODUCTS -- COMPLETED OPERA-PIONS HAZARD Attached ro and forming part of Polity No. 874736E of the TEXAS FARM BUREAU UNDERWRITERS Insurance Company of \\'aco, Texas, issued at its_\Vaco, Texas, Agency.. This insurance does not apply to 'bodily inPiry" or "property damage included within the 'products--completed operations hazard-' 8 Prescribed by theState Boaid o(Insurnnce Form Na. CG 21 04-EXCLUSION - PRODUC'(S -COl17RLETED OPERATIONS HAZARD =Ef(cctivc November (985 874736E EXCLUSION --.PERSONAL AND ADVERTISING INJURY Attached to and fotlning part. of Policy No. .874736E of the TEXAS FARM. BUREAU UNDERWRITERS Insurance Company of Waco, Texas, issued at its Waco;.Texas, Agenry. COVERAGE B (Section [) does not apply and none of the rekrences to i[ in the Coverage Part apply. e e Pirscribed by the State Beard of insurance ~ _ Form No..CG 2138-F,XCLUSION - P,F.RSONAL ,4ND ADYERl'(SING INJURY-Elfectivc.Ne4cmbcr .1985 ~. 8.74736E CONTRACTUAL LIABILITY LIMITATION Attached to and forming part of Polity No. 874736E of the TEXAS FARM BUREAU UNDERWRITERS [nsuranceCompiny of R'aco, Texas, issued a[ its R'aco,."Texas,~Agency. This endorsement modifies insurance provided under the following: - CO RI fYI[RCIAL GENERAL LIABILITY COVERAGE PART PRODUCfS;COivIPLE'fED OPL•RAl'fONS L[ABILITV COVERAGE PART The definition of "insured convict' in the DEfINITIO\Ssection is icplaud by [he following: 'Insured Contract' means any W~riuen: 1. Lcasc of-premises; 2. Easement agreement, excep[ in connedtien with cons[rucuon or demolition operations on. or adjiceni to a railroad; 3. Indemnification of a-muniripaliry ssrequired by ordinance, exceprin connection with [vork for the muniripality; 4. Sidetrack agreemen[ or-any easement or license agreement-in connection with vehicle or pedestrian private railroad crossings at grade; or -5. Elevator maintcnanco agrecmen[. An 'insured contract' does not indude that pare of my rndtract or agrecmeiti ihat indcrnnitie5 aitypcrson or organization, for:damagc tiy. fire to premises rented of Loaned to you. Prescribed by 4he State Board of Insutancc Form\o. CC 21 39-CONTRACTUAL LIABILITY LIp71TAT10\-ElTectivc \ovembcr 798g Texas Farm Bureau Insurance Companies ~~~® SOUTHt9it1 FARM BURFAUCASIIALTY WSURANCE-COMPANY FARM BURFAII COUttTY MUTUALtNSURARCECOMPANYOF TEXAS TEXAS FARM BUREAU MUTUAL DISURANCE COMPANY 7EXAS FARM BUREAU UNDERWRITERS f1e~YOih What WS ap9as - '""w'~"~O1^ 7420 FtSFI POND RD • WAC07X 76710.1010 • (i54) 772-3D36• MAILING.ADDRESS: PO BO%2699 • WACO i7t 76701.2fi(19 A JOINT PRIVACY NOTICE On Behalt Of:. Texas Farm Bureau Mutual Insurance Cmpparry, Texas Farm Bureau Premium-Finance Company, Texas Faint Bttteau.Underwriters,.Southem Farts Btueau Castralty.ltuirmnce Company, and. Farm Bureau County lNutual-lnsumnce Company of Texas. When you see the words we, ra, or our within this Jainf Privrxy-Notice, you should-understand that those words include Texas Farm Bureau Mutual Insurance Company, Texas Famr Bureau Premium. Finance Comparry, Texas-Farm Bureau Underwriters, $outhem:Fann Bureau Casualtylnsurance Company, and Farm BureanCounty Mumal lnsumitteCompany of Texas. Oar Commitmeet to Ssfegoardlag Your Privaty This Joint Privary Notice is being provided•to you to=iDfomt you of btu,practices and procedures regarding thesharing of nonpublic personal injarmatton. Notipulilic personal inforrnetioa is personally identiftable financial information atioui you, your family; or yow household that we tray obtain dudctly from you, that we may obtain as a result of our business dealings with you,.orthat weinay obtarn.fromanyothersourt:e. We do oat engage in .the. practice of disclosing your nonpublic. personal information to nonaffiliated. Third parties other than, as- neaasery, to provide quality: insurance sand financial services to our customers. For instance, we do-not sell your name, addreu or telephone-number to telentarketers or m directmail'solicitors. We do.not engagrin "list-selling; `and.we do not offer your-personal infoairation to publishing hottses,.retailers; arcoupon. companies: - During the wntinuatioa of our customer relationship with you, we will also provide you with a copy of {his Joint Privacy Notice at least oncedurmgeacli calendar year as_part ofa regular mailing, such aswithin a-billing-orrenewal notice or with a policy and atany time Ihatyovrequost in writing a copy of this Joint Privacy Notice. Further, because Federal andsWte Taws, regulations and business pmetices canchange at any time, we may revise this Jdint privdry Notrre acrnrdingly. Once you cease [o he a policyholder, we will stopsending you annual privacy notices - Information.We may Collect and-Use Dining the worse of reviewing your applirstiaa for insurance wverage pnd deciding whelfier or not to underwrite the insurance policy for which you. have applied, and,-if we issue you a policy, during the course of providing services [o;you. as required by the policy, we co11eM and evaluate information from the-follawiag sources: • Infomlation we receive-from.you on applieations~or otherfonas; • fnformation about your tranmctions with us, our affiliates or others; • Information wereceive from wnsumer reponingagenciLs; and • Iafmrmadon we. receive from a state or federal agency. @ is important For us to collect and use this infornation to properly provide, administer, and perform services an yourbehalf. We. could rat provide optimum service to ymu without collecting and using this information. Information We Mey D6dose We regard all of your personal infarinatian as confidential. Theretor¢, we do nor disclose anynonpuhtic personal. information. atioul our customers or former customers to anyone except as permitted by law: In the course of conducting our business dealings, we may disclose to otherparties certain information we have about you. These disclosuresare only-made rn accordance with applicable.laws, and may include disclosures to reinsurers, administrators; service proJiders, consultants and regulatory or govemmentaf authorities. FuRhermore,.cenain disclosures of information will.be made to your Ferin Bureau insurance agent andany Fatm Bureau pcrsanne! euthoriud to have accessto your personal information for the purpose of administering your business'and prbvidingserviccs.to you. vssae4 pa:aos> '~'E?~f1S F.~Rl~ ~[Jd~EAIJ IIVS~J~t~N~~ C®1VdPAN~~S SOU iHE0.N FA0.M BUREAU CASUALTY RISURANCE COMfl4NY -FARM BUREAU COUNTY tNTUAI INSURANCE COMPANY OFTEXAS TEXAS FARM OUAEAU MUTUAL I^ISU0.ANCE CONPANT SOUTH ER IJ FA0.M EUREALI LIFE INSURAIJCECOHPAMY ° TEXAS FARM BUREAU UNDERWRITERS Hclpm3 S1YU Is WII3: Wa [b 9asl. _ Rvlvw.txfbins.cam 7.120 19SF1 YUNU ItU • \5:1CU "t'\ 74710-1UIU • 12541.77=-30311- M1IAU.INC. AUUAl"Stiff 1'U IlUX.246') • wACU'1 :C 74711?-24N9 Policyholder Disclosure. Notice of Terrorism Coverage Coverage for acts of terrorism is already included in your current policy. You should know that, effective .November 26, 2002, under your existing coverage, any losses caused bq certified. acts of terrorism would be partially reimbursed. by the United States under a formula established by federal. law. Under this formula, the United States pays 90% of covered terrorism losses exceeding the statutorily established deductible paid by the insurance company providing the coverage. The portion of your annual premium that is attributable to coverage. for acts of terrorism is: S WAIVED. "' a IIUDSTUN REGIONAL I'LAIh6UH Il li: J:1111 MILE It C\i NR SI'E SSII IlOU51'Uti T\ ?IlL rul< I)I'L`nud31111 i.000Ut'A IIEGIONAL CL.V Ati OfFICIi:5nR1 dYFN11ip811 n'N NR 1)IIIIIU['R llt iL'~)uU it 1'J%-InAI ht \IIING \IIUIlLh1: PU tiU\TMII LLIpUO(AL1 '+~lStJa10