BigBelly Service Agreement 2igbeIiy
CHANGE YOUR SPACE
BIGBELLY SERVICE AGREEMENT
Agreement No.
Bigbelly Service Agreement
BBSA20150714
Page 1 127
Nk
604
Full Legal Name: City of Miami Beach
Legal Contact:
6.1i'cin- -rbite of
Billing Address:
1700 Convention Center Drive
FL 33139 US
Billing Contact:
mon to
4-w,e R- /J" -y ci
- 70 36
Miami Beach,
BillingPhone:
Cans) b73
Billing Email:
Sales Tax
►1 Exempt (Attach Certificate)
TIN or FEIN:
Status:
❑ Non -Exempt
91- 6000372_
Insurance:
// Self Insured
❑ Insurance Certificate Attached
Shipping Address:
Shipping Contact:
Jp 1 ,F"-
/(/ /' .Ait_r/ ci ,g - VO
Shipping Phone:
//Os.) G73. 764,
4414-"a( p64 -CH, ,cam 3',i/.? %
Shipping Email
.)ayoz, nskPMi 1aE4c'if
rvi e Schedule
24 Existing Bigbelly + Smartbelly Double Station — Rear Panel Standard
36 Months
$158.74
$3,809.76
Energy with side message panels and added Ash trays ("Existing Stations")
Faceplate 1: Black hopper; Faceplate 2: Single Stream
$187.82
4 New Bigbelly + Smartbelly Double Station — Message Panels and Ash trays
36 Months
$ 751.28
Energy with side message panels
38 New Bigbelly Single Station — Message Panels and Ash trays.
Energy with side message panels (collectively, ("New Stations")
36 Months
$133.82
$5,085.16
The Existing Stations and New Stations shall be collectively referred to as
"Stations".
(Note: advertising anywhere on the Station (including message panels)
shall be prohibited; only the Bigbelly logo may be displayed on the Station)
Program includes the following services for each Station:
• CLEAN Console and. CLEAN Mobile Software Licenses
(collectively, CLEAN Software")
• Warranty (parts and labor — including system battery)
• Shipping, Installation and Set-up
• CLEAN Software and Station Hardware Training
The Station(s) and CLEAN Software for use at each Station shall be
collectively referred to herein as the "Equipment". The Equipment and other
services being provided to the City by Bigbelly under this Agreement, including
warranty and training, shall be collectively referred to herein as the "System".
Equipment Insurance Fee: Total Annual Cost (Paid in advance annually)
$3,500.00*
*Insurance is provided for all stations as a fleet, not per individual station. Customer is responsible for paying
the applicable Deductible (as defined in subsection 4.3(A)), which shall apply on a per incident basis. The cost
of the policy and any Deductible thereunder shall be subject to annual adjustment on the policy anniversary date
(Nov 1st).
This amount shall become due upon execution of this Agreement and be prorated for the first year of coverage
(date of execution until 10/31/2017).
Shipping Fee: One Time Fee (applicable to New Stations only)
$ 7,904.00
Relocation Fee: One Time [Not to Exceed] Fee (to move 18 of the 24 Existing Stations including de -install,
$10,897.00
relocation, re -install)
Total Monthly Service Fee (Paid in advance monthly)
$ 9,646.20
Bigbelly Service Agreement
BBSA20150714
Page 1 127
Nk
604
This Service Agreement (the "Agreement"), made and entered into as of Od G247 (the "Effective
Date"), by and between the customer identified above ("Customer" or the "City") and Big Belly Solar, Inc.
("Bigbelly", "Vendor") a Delaware corporation located at 150 A Street, Suite 103, Needham, MA 02494, and
incorporates herein by reference the Terms and Conditions attached hereto as Attachment A. Vendor and
Customer shall each be referred to herein as a "Party." This Agreement may be executed in counterparts, each of
which shall be an original, but which together shall constitute one instrument. Intending to be legally bound,
each of the parties has caused this Agreement to be executed by its duly authorized representative as of the date
set forth above. The City Manager's designee for purposes of this Agreement shall be the City's Public Works
Department Director.
CITY OF MIAMI BE.e1 BIG BELLY SOLAR, INC.
By:
ATTEST:
By:
Rafael Granado, City Clerk
By:
diid
/
Print d
,? ame:
Title:
WITNESS:
By:
Printed Name:
(Na freo--0VI(S
Date: k) fo/jiQATES3\-\S-
Bigbeily Service Agreernea
Date: 10 / (-7 (9,f(7
BBSA20150715
APPROVED AS TO
FORM & LANGUAGE
FO ,EXECUTION
City A torney
Date
e 227
ATTACHMENT A
BIGBELLY SERVICE TERMS AND CONDITIONS
For purposes of this Attachment A, the "Agreement" shall mean the Bigbelly Service Agreement signed by the
parties, including this Attachment A. The meaning of capitalized and undefined terms appearing in these Terms
and Conditions shall be as set forth in the Bigbelly Service Agreement unless otherwise indicated herein.
1.0 Term of Agreement
1.1 Tern. As outlined in the Services Schedule, the Term of this Agreement ("Initial Term") will
commence on the Acceptance Date, as defined hereinafter, and will expire three (3) years from
the Acceptance Date. The Acceptance Date shall be defined as the date when all of the
following has occurred: (1) all of the New Equipment (as defined in subsection 3.1(A)) ordered
pursuant to this Agreement has been delivered to the Customer at the receiving location
designated by Customer; (2) All of the New Equipment has been installed at the agreed upon
Equipment Sites (as defined in subsection 3.1(D) (3) all of the Relocated Equipment (as defined
in subsection 3.1(A) has been installed at the agreed upon Equipment Sites; and (4) all of the
New Equipment and Relocated Equipment have been accepted by Customer in writing, as
evidenced by a signed Acceptance Certificate, in the form attached hereto as Attachment B. The
parties agree to cooperate so that the Acceptance Date does not exceed three (3) weeks after the
date all New Stations are delivered to Customer. The Existing Equipment is the subject of a
separate Bigbelly Service Agreement, dated December 4, 2015 (the "Existing Agreement"),
which is currently being extended by the parties, on a month to month basis, and which Existing
Equipment will be incorporated into this Agreement as of the Acceptance Date. Upon
commencement of the Initial Tern, this Agreement shall effectively replace and supersede the
Existing Agreement, which as of the Acceptance Date will be considered automatically and
immediately terminated.
1.2 Renewal. Upon expiration of the Initial Term, and upon three (3) months prior written notice,
Customer, at the City Manager's sole discretion, shall have the option to renew this Agreement
for an additional two (2) years ("Renewal Term"), subject to the pricing set forth in Attachment
E. As used herein, "Tern" shall mean the Initial Term and the Renewal Term, if exercised.
Except to the extent otherwise provided herein, the Term is non -cancelable.
2.0 Fees Payable by Customer
2.1 Fees. In compensation for the Bigbelly System described in this Agreement, Customer agrees to
pay the Monthly Service Fee, the Equipment Insurance Fee and any other fees (including one time
fees) payable for services specified in the Agreement Services Schedule (collectively, "Fees").
Bigbelly shall submit invoices to Customer during the Term of this Agreement per the payment
terms outlined in the .Agreement Services Schedule. Payments due under this Agreement are
subject to the Florida Local Government Prompt Payment Act, Section 218.70 to Section 218.80,
Florida Statutes. The Parties agree that each payment due under this Agreement shall be paid
within forty-five (45) days from the date on which the applicable invoice is received by
Customer. All payments shall be made by check or, at Customer's option, may be automatically
deposited to the account of Bigbelly. Late payments shall be subject to interest at the rate of one
percent (1%) o) per month pursuant to the Florida Local Government Prompt Payment Act.
2.2 Service Fee Prices. The Monthly Service Fee is guaranteed for the Term of the Agreement.
3.0 Obligations of the Parties
Bigbelly Service Agreement. B 'SA2O15O71 Page 31 27
3.1 Bigbelly's Obligations
(A)Equipment; Software; Ongoing Services. The System which is the subject of this Agreement
shall include twenty-four (24) Existing Stations with Clean Software ("Existing Equipment"), of
which eighteen (18) will be relocated to a mutually agreed upon site on Washington Avenue
between 5th street and 17th Street (the "Relocated Equipment") and 42 New Stations with Clean
Software ("New Equipment"). Bigbelly will supply the System identified in the Agreement
Services Schedule on a rental basis to Customer for the Term of the Agreement. The New
Equipment will be new, not refurbished or used.
(B) CLEAN Software License. The CLEAN Software License Agreement includes communication
services and access to the CLEAN Management Console and CLEAN Mobile. Customer's use
of the Software is subject to the then current CLEANTM Software License Agreement.
(C) Equipment Delivery. Bigbelly will deliver the New Equipment to a receiving dock or to a
location mutually agreed upon by the parties before the shipment. Bigbelly hereby warrants that
as of the delivery date of the New Equipment or as of the installation date of the Relocated
Equipment, the Equipment shall be:
(1) good and merchantable, (2) free from defects and malfunctions, (3) free of liens, security
interests or other encumbrances, (4) complies with all applicable laws, rules, regulations and
orders, and (5) is fit for the purpose for which the Equipment is intended.
(D) Installation. The New and Relocated Bigbelly waste and recycling Stations will be installed by
Bigbelly at mutually agreed upon locations, including semi-permanent attachment to the ground
("Equipment Sites"), which shall be memorialized in writing and attached as Attachment C after
installation has occurred.
(E) Training Bigbelly shall, at its expense, provide Customer Equipment and Software training,
("Customer Training Plan") to the personnel designated, in writing, by the City Manager or City
Manager's designee prior to the Acceptance Date, and as necessary, during the Term of the
Agreement. An itemization of the topics which will be covered under the Customer Training
Plans are set forth in Attachment D, attached hereto and incorporated herein by reference. The
parties shall agree upon the location and method of training.
(F) Warranty, Defective Part Replacement, Maintenance, and Repair Services. During the Term,
(and except for a Casualty Loss (as defined in Section 4.2 below), Bigbelly shall cause the
System to be maintained in good repair and operating condition, and cosmetically in accordance
with the Maintenance Standards set forth in Attachment G (collectively, `Bigbelly's
Maintenance Obligation"); provided, however, that (i) the foregoing shall not limit Customer's
obligation to pay insurance Deductibles pursuant to subsection 4.3 (A); and (ii) Customer shall
be directly liable to Bigbelly for any damage to or loss of any item of Equipment caused by
Customer's error, misuse or abuse. Replacement parts required due to manufacturer defects or
workmanship will be provided by Bigbelly at no cost to Customer. Replacement parts provided
by Bigbelly may be new, refurbished or certified used. Bigbelly agrees to respond to all such
Customer Service requests for maintenance, support, or repair and will dispatch a Field Service
Professional (as described in subsection 3.1(G)) according to the following service level
agreement ("SLA"), unless delayed by Customer:
i. Bigbelly will acknowledge any Customer Service request for replacement, maintenance
or repair within two (2) business days (the "Acknowledgement Window").
Bigbelly Service Agreement BBSA20150715 Page 41 27
ii. If a there is a remotely curable fault, Bigbelly will maintain or repair within two (2)
busfess days of the Acknowledgement Window.
iii. Bigbelly will complete any maintenance or repairs that require a service provider within
ten (10) business days of Acknowledgement Window.
iv. Bigbelly will replace any Equipment within twenty (20) business days of
Acknowledgement Window, unless delayed by Customer.
v. Credit to the City for Excessive Downtime. Subject to the foregoing, in no event shall
the Equipment, on a per unit basis, and/or the Software be separately and independently
unavailable for more than 20 calendar days in any given month (the "Downtime
Window"). For purposes of this paragraph, "unavailable" means a failure to perform its
basic operational function (i.e. signaling of the CLEAN alert labeled "Compacting
Problem" or the Software server is offline). Customer acknowledges that this SLA is
expressly limited to unavailability resulting from defects, flaws, or malfunctions in the
Equipment and/or Software, or other issues deemed to be exclusively within Bigbelly's
control, and specifically excludes any unavailability caused by acts of God, nature or
other external causes, including but not limited to vehicle strikes and physical abuse. For
Equipment and/or Software unavailability that exceeds the Downtime Window and is
covered by the SLA, Bigbelly shall extend Customer a prorated daily refund as a credit to
account, retroactively, for such extended unavailability in excess of the Downtime
Window ("Downtime Credit"), which shall be issued directly as a check from Bigbelly to
Customer separate from invoicing and calculated based on the Monthly Service Fee for
the Equipment affected. Bigbelly shall submit payment for the Downtime Credit to
Customer within thirty (30) days of when notice of Excessive Downtime is received and
will provide Customer with supporting documentation for how all amounts have been
calculated. Customer acknowledges its payment obligations under this Agreement shall
remain unchanged and agrees to pay the full amount of each invoice.
Equipment batteries will be replaced by Bigbelly at no cost to Customer during the Term of the
Agreement, except where Station operating conditions change such that insufficient sunlight is
available for normal station operations (for example, Customer moves Station into storage and
fails to switch off station or places station under awning), and as a result the Equipment battery
fails prematurely, battery will be replaced at Customer expense.
(G) Customer Service. Bigbelly shall provide Technical Customer Support ("Customer Service"),
available Monday through Friday, 7 am to 7 pm EST to guide Customer in troubleshooting any
minor common operating issues, including Customer Repair Responsibilities, and placing repair
service requests. In addition, Bigbelly shall maintain a network of trained Field Service
Professionals, in Miami -Dade County, Florida, available for dispatch upon a Customer's request
to investigate and resolve issues in the field. If Bigbelly Field Service Professional is dispatched
and Bigbelly determines the issue is due to failure of Customer to comply with the Customer's
Repair Responsibilities .(as defined in subsection 3.2(E)), or to damage as a result of Customer's
error, misuse or abuse, Bigbelly reserves the right to bill Customer for the necessary parts,
service call and/or repair, as applicable.
Bigbelly Service Agreement 13f33A201 0715 Page 5121
(H) Removal. Upon expiration or early termination of the Agreement, Bigbelly shall surrender the
Sites in the same condition as they were prior to the Acceptance Date. Bigbelly shall, at
Customer's expense, in an amount not to exceed $500 per Station, remove all Stations from the
Equipment Sites no later than thirty (30) days after the conclusion of the Term, notwithstanding
reasonable delay, (or from the date of other termination of this Agreement) unless a longer time
period is agreed to, in writing, by the City Manager). Bigbelly's obligation to observe or
perform this covenant shall survive the expiration or other termination of this Agreement.
Continued occupancy of any Equipment Sites for more than sixty (60) days after expiration or
termination of the Agreement, without the Customer's consent, shall constitute trespass by
Bigbelly, and may be prosecuted as such. Bigbelly shall pay the City One Thousand $1,000.00
Dollars per day per Equipment Site as liquidated damages for such trespass and holding over,
(I) Subcontractor Services. Bigbelly may contract with third parties to provide Ongoing Services.
(J) Bigbelly Insurance, Bigbelly and/or any of its subcontractors shall maintain and carry in full
force during the Term the following insurance:
1. Coverages
a. Worker's Compensation Insurance as required by Florida, with Statutory limits
and Employer's Liability Insurance with limit of no less than $1,000,000 per
accident for bodily injury or disease.
b. Commercial General Liability Insurance on an occurrence basis, including
products and completed operations, contractual liability, property damage,
bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence, and $2,000,000 general aggregate. (The general
aggregate shall apply separately to this Agreement.)
c. Automobile Liability Insurance covering all owned, non -owned and hired
vehicles used in connection with the work, in an amount not less than
$1,000,000 combined single limit per occurrence, for bodily injury and
property damage,
d. Property insurance, including casualty as defined in the policy specimen
attached as Attachment H hereto, including the declaration page thereto,
containing a waiver of subrogation rights which Bigbelly insurers may have
against Customer and against those for whom Customer is in law responsible
including, without limitation, its directors, officers, agents, and employees,
(without contribution). Such insurance is obtained on the Customer's behalf,
subject to the terms of Section 4.3 below, and shall insure the Equipment in an
amount not less than the full replacement cost thereof (new). The declaration
page shall indicate each site location and schedule of values for each Station
and the Deductible and Cap value. The coverage set forth in the specimen
policy contained in Attachment H shall be considered sufficient and is hereby
approved by the Parties.
2< Additional Insured Status
The City of Miami Beach must be covered as an additional insured with respect to liability
arising out of work or operations performed by or on behalf of Bigbelly.
Bigbelly Service Agreement
6 88201507/5 Page 6127
3. Waiver of Subrogation
Bigbelly hereby grants to City of Miami Beach a waiver of any right to subrogation which
any insurer of Bigbelly may acquire against the City of Miami Beach by virtue of the
payment of any loss under such insurance. Bigbelly agrees to obtain any endorsement that
may be necessary to affect this waiver of subrogation, but this provision applies regardless of
whether or not the City of Miami Beach has received a waiver of subrogation endorsement
from the insurer.
4. Other Insurance Provisions
a. For any property claims made under this Agreement for the replacement of any
Equipment, Bigbelly's coverage shall be primary insurance as respects the City of Miami
Beach, its officials, officers, employees, and volunteers. Any insurance or self-insurance
maintained by the City of Miami Beach shall be in excess of Bigbelly's insurance and
shall not contribute with it.
b. Bigbelly shall notify Customer in writing within two (2) business days of any
cancellation of any policy required by this clause.
5. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than
A:VII, unless otherwise acceptable to the City of Miami Beach Risk Management Office.
6. Verification of Coverage
Bigbelly shall provide the required insurance certificates, endorsements or applicable policy
language effecting coverage required by this section. All certificates of insurance and
endorsements are to be received prior to any work commencing. However, failure to obtain
the required coverage prior to the work beginning shall not waive Bigbelly's obligation to
provide them. The City of Miami Beach reserves the right to require complete, certified
copies of all required insurance policies, including endorsements required by these
specifications, at any time.
7. pecial Risks or Circumstances
The City of Miami Beach reserves the right to reasonably request modification of these
requirements, including limits, based on the nature of the risk, prior experience, insurer,
coverage, or other special circumstances. In accordance with the foregoing, Customer agrees
to reasonable adjustment of the Equipment Insurance Fee and Deductible as may become
necessary.
Certificate Holder
CITY OF MIAMI BEACH
c/o PROCUREMENT DEPARTMENT
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FL 33139
Compliance with the foregoing requirements shall not relieve the vendor of his liability and
obligation under this section or under any other section of this Agreement.
Bi be Hy ervic Agreement. BBSA20150715 Page 7127
I . Reporting/Monitoringof System. Within thirty (30) days from the end of each month during the
Taal, 'Bigbelly will o.tuploy best efforts to provide Customer with a report or the capability to
generate a report, using reasonable criteria requested by Customer, at Customer's sole discretion,
showing the service levels and station performance levels, as well as the recycling levels.
Additionally, Customer shall be given access to the Station's CLEAN Software through an
Internet Protocol Address (IPA) or dashboard accessibility so that Customer may monitor the
effectiveness of the System.
3.2 Customer's Obligations
(A) Customer agrees that Bigbelly's ability to perform the Services under the Agreement in a timely
manner is dependent upon access to Customer's installation information and locations.
Deadlines imposed by this Agreement shall be extended in the event that Customer fails to
provide such information and/or access in a timely manner.
(B) Customer agrees to pay for the shipping expense of the New Equipment, in the lump sum of
$7,904.00, and to provide an appropriate facility that can received inspect and stage all New
Bigbelly Equipment until the New Equipment is installed.
(C) Customer agrees to provide a poured concrete pad if the intended installation surface does not
meet Bigbelly specifications. If Customer's installation surface does not meet such
specifications, the Customer shall pay, subject to a reasonable estimate, any additional cost
associated with Bigbelly's efforts to properly prepare the surface, which will be at Customer's
expense. It is the Customer's responsibility to remove at Customer's expense, existing bins or
any other items from the locations where Bigbelly stations will be installed. Notwithstanding the
foregoing, Customer reserves the right to change the location of an Equipment site, if, in the City
Manager's sole discretion, the site preparation cost or other installation factors are not acceptable
to Customer.
(D) Unsafe Condition. Customer agrees to provide immediate notice to Bigbelly with respect to any
damage or other event which causes the Equipment to pose a public safety issue or create unsafe
operating conditions. City shall remove or otherwise secure from the public space any damaged
equipment that poses an immediate threat to the public or operator safety ("Unsafe Condition").
Upon receipt of notification of said Unsafe Condition, Bigbelly will dispatch a Field Service
Professional, the cost of which shall be determined in accordance with the provisions set forth
herein, to repair any Equipment, or replace any Equipment that Customer has identified as
causing an Unsafe Condition, within the SLA set forth in the preceding subsection 3.1(F).
(E) Automated System Monitoring and Customer Support Escalation. Customer will respond to
minor issues they observe or are notified of via automated CLEAN alerts including but not
limited to a dirty sensor alert or minor operational issues such as a jammed hopper (collectively
"Customer Repair Responsibilities). Customer will use best efforts to promptly resolve these
Customer Repair Responsibilities and may contact Customer Service to receive troubleshooting
assistance and instructions for proper handling. If Customer's efforts do not resolve these
Customer Repair Responsibilities, or the alert relates to a maintenance issue or a repair issue (as
described in the preceding subsections 3.1(F) and 3.1('G)), the Customer needs to inform
Bigbelly of the action taken and the status of the Station, and Bigbelly will investigate and repair
the Station at Bigbelly's expense. Notwithstanding the foregoing, if the issue is found to be due
to Customer not taking ordinary precautions to correct any of Customer's Repair Responsibilities
or Customer's error, misuse or abuse, then Bigbelly reserves the right to bill customer for
reasonable and customary incurred expenses. If Customer cannot resolve a network interruption
using the guidelines provided by Bigbelly, Customer will inform Bigbelly and Bigbelly will
investigate at Bigbelly's cost.
Bigbelly Service Agreement
B65A20150715 Page 8127
..(F) Customer Insurance. The parties acknowledge that Customer is a Florida municipal corporation
and Maintains a program of self-insurance 'as permittedunder Florida -law.. ' Customer does not
carry insurance with an insurance company, so Customer cannot provide Bigbelly with a
certificate of insurance. However, in compliance with and subject to limitations of Florida
Statutes, Section 768.28 and 440.09, provisions have been made by Customer to process any
liability claims that may arise against Customer pursuant to the terms of this Agreement and the
same protection will be afforded as would be provided by a policy of insurance. Upon execution
of this Agreement, Customer will provide a letter confirming self-insurance coverage for the
liability coverage.
(G) Customer reserves the right to change Equipment Sites, at the City Manager's sole discretion
and at Customer's sole expense. Within five (5) business days following relocation of any
Equipment, Customer shall notify Bigbelly in writing of the specific location of such Equipment.
4. Equipment Rental Terms and Conditions
4.1 Title To and Use of Equipment
(A)Title. As further set forth in Section 5.4 below, Bigbelly is and will at all times be the sole
owner of the Equipment. Customer shall not acquire any title or interest, legal or equitable, in
the Equipment, other than the use rights set forth in this Agreement. In the event this Agreement
is deemed to be disguised sale, Customer hereby grants to Bigbelly a security interest in the
Equipment (and all accessions thereto and substitutions therefore) and the proceeds thereof.
(B) Use of Equipment. Customer shall use the Equipment solely for waste collection and recycling
operations. Customer shall ensure safe operation of the Equipment by trained personnel.
Customer and Bigbelly shall comply with all Bigbelly and governmental guidelines, laws,
rules, regulations and ordinances applicable to the use and operation of the Equipment. The
Equipment cannot be used for advertising purposes and may only contain the Bigbelly logo.
(C) No Pledge. Customer shall not pledge, lend, create a security interest in or permit any lien to
attach to the Equipment or any part thereof or attempt in any other manner to dispose the
Equipment.
(D)No Attachments. Customer represents and warrants that the Equipment is, and shall at all times
remain, frilly removable personal property notwithstanding any affixation or attachment to real
property or improvements. Customer shall give Bigbelly immediate notice of any such
attachment or other judicial process affecting the Equipment and shall immediately take all
action necessary to remove such attachment and terminate the effect of such judicial process on
the Equipment.
(E) Equipment Inspection Rights. Bigbelly and its agents shall have the right to enter any premises
where Equipment is located to inspect such Equipment at any time with reasonable advance
written notice to Customer.
4.2 Risk of Loss.
(A) Bigbelly Insures Equi meat. From the date that all Equipment has been delivered to Customer at
the receiving location until the expiration of the Term, Customer will bear the entire risk of whole or
partial loss, destruction or damage to the Equipment caused by any sudden, unexpected or unusual
event such as, without limitation, a flood, hurricane, tornado, fire, earthquake, theft or vandalism (a
"Casualty Loss"). The definition of a Casualty Loss shall not include normal wear and tear or
progressive deterioration, any loss caused by the negligence or willful misconduct of Bigbelly, its
employees, contractors or agents, or any defects, flaws or malfunctions in the Equipment. To the
extent applicable, for any Casualty Loss that is covered by the Equipment insurance policy acquired
by Bigbellyptir&iant to subsection 3.1(J)(1)(d), Customer shall be responsible for payment of the
Deductible for each claim made thereunder. In the event Customer is self-insuring the Equipment or
Bigbelly Service Agreement E E3SA2O1 as / 15 Page 9127
if _Bigbelly's Equipment insurance policy doesnot cover such Casualty Loss for any reason,
Custotrier sliall°-be responsible for the :entire cost of such Casualty Loss, as -further set forth hey zin.
Each Party will give the other Party written notice within 10 days of any Casualty Loss reported to
them (`Loss Notice'). Except as provided in this section, no loss will condition, reduce, or relieve
Customer's rental obligations, including its obligation to pay any fees pursuant to the Agreement and
any Attachments thereto. If as a result of a Casualty Loss, any Equipment is damaged but can be
economically repaired, Bigbelly shall immediately have the Equipment restored to good working
order and condition at Bigbelly's or Customer's expense, as applicable. If as a result of a Casualty
Loss, the Equipment is not economically repairable, or the repair cost of the Equipment exceeds its
FMV Amount (as defined herein) ("Total Loss"), Bigbelly shall replace the Equipment within
twenty (20) days from receipt of the Loss Notice, and Customer shall, as applicable, pay the
applicable Deductible to Bigbelly, subject to the Cap. For purposes of this section, the FMV
Amount shall mean the replacement cost of the Equipment, plus the cost of shipping, delivery and
installation of the Equipment, which is further set forth in Attachment F.
(B) the Parties agree to cooperate with each other in connection with the investigation of a Casualty
Loss.
4.3 Additional Insurance Provisions
(A) Equipment Insurance Fee
Pursuant to the coverage requirements set forth in Section 3.1(J)(1)(d), Customer shall pay the
annual Equipment Insurance Fee as described in the Service Schedule. Customer acknowledges that
such insurance is calculated and extended for all stations as a fleet and does not otherwise reflect or
indicate coverage per individual station. For any and all claims made pursuant to Bigbelly's
insurance policy covering the cost of Equipment replacement or repair, Customer shall be
responsible for and remit to Bigbelly, upon demand, the applicable deductible per occurrence
("Deductible"), subject to the applicable cap amount, in the aggregate per occurrence .(the "Cap").
The annual Equipment Insurance Fee and any applicable Deductible (including the Cap per
occurrence) thereunder shall be subject to annual adjustment on the policy anniversary date (Nov
1st), with the annual Equipment Insurance Fee being payable up -front annually. The Equipment
Insurance Fee for the first year of the Term shall become due upon execution of this Agreement and
be prorated for the first year of coverage (date of execution until 10/31/2017). Thereafter, at least
thirty (30) days prior to each policy anniversary date, Bigbelly shall provide Customer with the cost
proposal for the new Bigbelly insurance policy, the coverage information, and any additional
information which the City Manager may reasonably requested, in order to elect whether or not
accept the new policy and Equipment Insurance Fee or elect to secure its own policy or self -insure
pursuant to subsection B herein. Upon the expiration or early termination of the Agreement,
Bigbelly shall refund to Customer the unearned Equipment Insurance Fee relating to the Equipment
insurance policy in place at the time.
(B) Option to Self -Insure
At any time during the Term, Customer shall have the option, exercised in the City Manager's sole
discretion, to insure or self -insure through the Customer's self-insurance fund (the "City's
Equipment insurance") the Equipment against any Casualty Loss in an amount not less than the
replacement cost thereof. In such case, Customer shall provide Bigbelly at least thirty (30) days
advance written notice of such election, and thereafter Customer shall maintain the City's Equipment
insurance in full force and effect for the remainder of the Term. Upon notice of Customer's intent to
assume the responsibility of maintaining City's Equipment insurance, Bigbelly shall cancel the
policy described in Section 3.1(J)(1)(d) above, refund Customer any unearned Equipment Insurance
Bigbelly Service Agreerner t B6SA20150715 Page 10 27
Fee, and thereafter Customer will bear the entire risk of loss.for a Casualty Loss, in accordance_with
Section 42 above. ,
(C) Flood Damage or Uncovered Casualty Loss under Bigbelly's Equipment Insurance Policy.
In the event of a Casualty Loss caused primarily by flood damage, catastrophic or otherwise, that is
not covered under Bigbelly's Equipment insurance policy, described in Section 3.1(J)(1)(d),
Customer, at the City Manager's sole discretion, shall have the right to either.(i) terminate the rental
of any affected Station (each a "Damaged Station"), subject to the payment of, in addition to all
amounts then due through the date of termination, an early termination fee equal to one hundred
percent (100%) of the remaining Monthly Service Fee to become due during the then current Term
as calculated based on the number of those Damaged Stations being terminated, without undertaking
the repair of any of the Damaged Stations, or (ii) cause Bigbelly to replace the Damaged Station(s),
at Customer's expense, subject to the replacement cost set forth in Attachment F. In the event
Customer terminates rental of a Damaged Station under this subsection 4.3(C), the Total Monthly
Service Fee shall be reduced as calculated based on the number of Damaged Stations. Upon such
termination, Bigbelly will remove the Damaged Station and Customer will pay Bigbelly the removal
fee per Damaged Station, as set forth in Section 3.1(H). Thereafter, the City shall be fully discharged
from any further liabilities or duties with respect to the Damaged Stations.
4.4 Termination for Convenience. The City Manager, at his sole discretion, may terminate the rental of
one or more Stations., without cause and for convenience, subject to the payment of, in addition to all
amounts then due through the date of termination, a termination fee equal to one hundred percent
(100%) of the remaining Monthly Service Fee to become due during the then current Term as
calculated based on the number of Terminated Stations. In the event Customer terminates rental of a
Terminated Station, the Total Monthly Service Fee shall be reduced as calculated based on the
number of Terminated Stations. Bigbelly will remove the Terminated Stations and Customer will
pay Bigbelly the removal fee per Terminated Station, as set forth in section 3.1(H). If the Terminated
Station has suffered any damage, the Station shall be repaired, as required under the terms of this
Agreement, prior to being removed. Thereafter, the City shall be fully discharged from any further
liabilities or duties with respect to the Terminated Stations.
5.0 General Terms and Conditions
5.1 Taxes and Other Charges. Customer is responsible for all taxes (including sales, use and personal
property tax), fees, and assessments (collectively, "Taxes") that may be imposed by any
governmental entity or taxing authority in connection with this Agreement or any amount due
hereunder. Customer will reimburse Bigbelly (or pay directly to the applicable taxing authority if
instructed in writing by Bigbelly). Notwithstanding the foregoing, Bigbelly acknowledges that
Customer is a municipal corporation, organized and existing under the State of Florida, and has been
provided with Customer's Certificate of Exemption.
5.2 Ongoing Services. Customer agrees that during the Term of the Agreement, it shall keep in effect
the Ongoing Services as defined in the Agreement. Unless otherwise agreed in a written amendment
to this Agreement, Bigbelly or its subcontractors shall be the sole and exclusive suppliers of the
Ongoing Services.
5.3 Additions and Modifications of Equipment. Unless otherwise expressly agreed by an officer of
Bigbelly in writing, Customer shall not make any additions, alterations or modifications to the
Equipment. Customer shall not remove, cover or damage any Bigbelly logos or other identification
markings on the Equipment.
Bigbelly S rvlee Agreement B3SA2015O7i5 P a g 11 1 27
5.4 Ownership Rights. The Equipment and Software contain intellectual property including but not limited
to' patented and unpatented inventions, trade secrets, know-how, and copyrights all of which is owned
and will continue to be owned exclusively by Bigbelly and/or its licensors and Customer will obtain no
rights thereto other than the limited rights of use under this Agreement. Customer acknowledges and
agrees that all technology, materials, hardware, software is the sole and exclusive property of Bigbelly
(-Bigbelly Property). Bigbelly hereby grants Customer a royalty -free, non-exclusive, fully paid up right
and license to use the Equipment, the Software, and any intellectual property rights therein as necessary
for Customer and its contractors to use the Equipment and Bigbelly Service consistent with the terms
and conditions of the Agreement and these Terms and Conditions. Bigbelly reserves the right, at its sole
cost and expense and subject to applicable governmental guidelines, laws, rules, regulations and
ordinances, at any time upon notice to Customer, to enhance or otherwise modify the Equipment and/or
Software made available to Customer under this Agreement, including but not limited to enhancements
or modifications for the purpose of implementing Wi-Fi network capability to the Equipment,
instituting mechanisms for data collection, processing and analysis. Notwithstanding the foregoing, any
content, data or material of which the Equipment and Software is comprised or which is otherwise
contained within or attached to, generated, collected or processed by the Equipment and/or CLEAN
Software, in connection with the performance of this Agreement, shall remain the sole and exclusive
property of Customer ("Customer Property"). Additionally, Bigbelly will cooperate with Customer in
connection with any requests for records which Customer may receive pursuant to any Public Records'
Laws including, without limitation, Chapter 119, Florida Statutes.
5.4.1 Advertising. The parties acknowledge that no advertising is permitted on any portion of the
Bigbelly Equipment. Notwithstanding the foregoing, Customer shall be permitted to display public
service messages at no additional cost to Customer, except for any out of pocket cost incurred by
Bigbelly for the production of such related advertising materials, which cost shall be reimbursed to
Bigbelly,
5.5 Termination
(A) Effect of Termination. Except as provided for in Section 5.7 below, or otherwise specified in this
Agreement, any termination of the Agreement by Customer, without cause, shall not relieve
Customer of its obligations to make any and all payments which obligations are absolute,
unconditional, irrevocable, non -cancelable and subject to no right of set off, counterclaim,
deduction, or defense.
(B) Post Termination Duties / Surrender of Equipment. Upon the expiration or earlier termination or
cancellation of the Agreement, Bigbelly shall remove the Equipment as described in subsection 3.1
(R) above.
5.6 Indemnifications by the Parties
(A) Indemnity by Bigbelly. Bigbelly shall indemnify, defend, and hold harmless Customer and its
directors, officers and employees, agents, and contractors, (collectively, Customer and/or its
representatives), as to all actions (whether at law or in equity), claims, liabilities, losses, damages
and expenses (including reasonable attorneys' fees and other legal expenses and amounts paid in
settlements) brought against Customer and/or its .representatives because of (a) any negligent
acts, errors, omissions or other wrongful conduct of Bigbelly, its officers, employees, agents,
contractors, or any other person or entity acting under Bigbelly's control or supervision
(collectively, Bigbelly and/or its representatives), in connection with, related to, or as a result of
Bigbelly's performance pursuant to this Agreement or the use of the Bigbelly Equipment; (b)
breach or alleged breach by Bigbelly of any of its warranties to, or agreements with, Customer,
(e) any claim that any of the products or services infringes any patent, trademark, copyright or
other intellectual property right, anywhere in the world, or (d) any death, injury or damage to any
person or property caused by Bigbelly's negligent performance of this Agreement. In no event
:.will Bigbelly be liable for or indemnify Customer or its representatives against any damage,
Bigbeily Service Agreement E36SA20150715 Page 12127
claim or .injury arising out of Customer or its representative's gross negligence or intentional
misconduct, or any third party'sactions, including -°but not limited to a`ccidertal-or intentional
tampering with the Equipment.
(B) Indemnity by Customer. To the extent allowable, and subject to the limitations on the City's
liability, as set forth in Section 768.28, Florida Statutes, Customer shall indemnify and hold
Bigbelly and its directors, officers and employees harmless, and defend Bigbelly and its
representatives if it requests, as to all claims, liabilities, losses, damages and expenses (including,
without limitation, reasonable attorneys' fees and other legal expenses and amounts paid in
settlements) brought against Bigbelly and/or its representatives arising out of any grossly
negligent act or omission or intentional misconduct of Customer and/or its representatives;
however, in no event will Customer be liable for or indemnify Bigbelly or its representatives
against any damage, claim or injury arising out of Bigbelly or its representative's negligence or
other misconduct, or any third party's actions, including but not limited to accidental or
intentional tampering with the Equipment.
(C) Survival of Indemnity. The rights and obligations of Bigbelly under this Section 5.6 survive the
termination, cancellation or expiration of this Agreement.
5.7 Default; Dispute Settlement; Governing Law
(A) Definition of Default. The term "Default" means any of the following events: •(i) Customer fails
to make any payment required under this Agreement and such non-payment is not cured within
ten (10) days following written notice; (ii) Customer or Bigbelly fails to perform any other
obligation under this Agreement and such non-performance is not cured within thirty (30) days
following written notice; (iii) Customer or Bigbelly defaults under any other Agreement between
Customer and Bigbelly (iv) Customer or Bigbelly becomes insolvent or makes an assignment for
the benefit of its creditors; (v) a receiver, trustee, conservator or liquidator of Customer or
Bigbelly of all or a substantial part of such party's assets is appointed with or without the
application or consent of such party; (vi) a petition is filed by or against Customer or Bigbelly
under any bankruptcy, insolvency or similar law; or (vii) any warranty or representation made by
either party herein proves to have been false or misleading when made; or, (viii) there is a
material adverse change in Customer's financial condition.
(B) Default by Customer. Upon the occurrence of a Default by Customer, Bigbelly may do one or
more of the following as Bigbelly in its sole discretion shall elect: (i) initiate Dispute Settlement
procedures pursuant to subsection (D) herein to enforce performance by Customer of the
Agreement or to recover damages for the breach thereof; (ii) cause Customer, at Customer's
expense (as more particularly set forth in subsection 3.1(H)), to promptly return the Equipment
to Bigbelly at such place as Bigbelly designates in writing; (iii) by notice in writing to Customer,
cancel or terminate the Agreement, without prejudice to any other remedies hereunder; (iv) enter
upon, or instruct its agents or assigns to enter upon, the premises of Customer or other premises
where any Equipment may be located and take possession of and remove all or any portion of
such. Equipment without liability to Customer by reason of such entry or taking possession; (v)
subject to the limitations on Customer's liability in Section 5.14 hereof, require Customer to pay
to Bigbelly immediately, upon demand, in addition to all amounts then due through the date of
termination, liquidated damages in the amount of the greater of (A) eighty percent (80%) of the
remaining Service Fees to become due during the Term or (B) one year of Service Fees;
however, said liquidated damages not exceeding one hundred percent (100%) of the remaining
Service Fees to become due during the Term, which liquidated damage amount, owing to the
acknowledged difficulty in establishing a value for the unexpired Initial Term, the parties agree
that this represents an agreed upon reasonable measure of damages and is not to be deemed a
forfeiture or penalty, (vi) charge Customer interest on all monies due Bigbelly al; the rate of one
percent (1%) per month from the date of the Default until paid, pursuant to the Florida Local
belly Service Agreement 3B3A20150745 Page 13127
Government Prompt Payment Act; (vii) collect from Customerall expenses incurred by Bigbelly
in . connection with the enforcement pit of any remedies; including all expenses_. of =.repossessing,
storing, shipping, repairing and selling the Equipment and reasonable attorneys' fees; and (viii)
exercise any other right or remedy available to Bigbelly under applicable law.
(C) Default by Bigbelly. Upon the occurrence of a Bigbelly Default, Customer may do 'one or more
of the following as Customer in its sole discretion shall elect; (i) initiate Dispute Settlement
procedures pursuant to subsection (D) herein to enforce performance of the Agreement or
recover damages for the breach thereof; (ii) cause Bigbelly, at its expense, to promptly collect
the Equipment; (iii) by notice in writing to Bigbelly, cancel or terminate the Agreement, without
prejudice to any other remedies hereunder; (iv) subject to the limitations on Bigbelly's liability in
Section 5.14 hereof, collect from Bigbelly all expenses incurred by Customer in connection with
the enforcement of any remedies, including all expenses of repossessing, storing, shipping,
repairing and selling the Equipment and reasonable attorneys' fees; and (v) exercise any other
right or remedy available to Customer under applicable law.
(D)Dispute Settlement. In the event of any dispute arising due to a Default or with respect to the
terms of the Agreement or obligations of the parties, the parties agree to discuss the dispute in an
attempt to amicably resolve such dispute within 30 days of the date of a written notice of such
dispute by one party to the other. Failing any such resolution, either party will be free to seek
remedy through a court of competent jurisdiction.
(E) Continuation of -Obligations. The occurrence of a dispute under or relating to the Agreement
shall not relieve Bigbelly of, or change in any way, Bigbelly's obligation to provide the Ongoing
Services in accordance with the terms of the Agreement nor shall the occurrence of a dispute
under or relating to the Agreement relieve Customer of its obligations to make any and all
payments described in the Agreement including the Attachments, which obligations are absolute,
unconditional, irrevocable, non -cancelable and subject to no right of set off, counterclaim, or
deduction, unless otherwise specified in this Agreement.
(F) Governing Law. The Agreement including the Attachments shall be interpreted under the laws
of the courts of the State of Florida, without regard to principles of conflicts of law or the United
Nations Convention on the International Sale of Goods. Each party consents to the personal
jurisdiction of federal and state courts located in Miami -Dade County, Florida. EACH PARTY
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING
FROM OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE EQUIPMENT.
5.8 Assignment. Customer may not assign this Agreement or any rights hereunder, or sublease or lend
any Equipment without the prior written consent of Bigbelly. No assignment or sublease shall
relieve Customer of its obligations hereunder and Customer shall remain primarily liable for such
obligations. Any sale, assignment, transfer, encumbrance, delegation or sublease by Customer not
consented to by Bigbelly shall be void ab initio. Bigbelly may at any time assign to any person (an
"Assignee") any interest in this Agreement in part or in whole or grant security interests in the
Equipment and/or the Bigbelly's rights hereunder. In such event, all the provisions of this
Agreement for the benefit of Bigbelly shall inure to the benefit of and be exercised by or on behalf
of such Assignee, but the Assignee shall not be liable for or be required to perform any of Bigbelly's
obligations to Customer and Bigbelly shall retain such obligations. Customer acknowledges that
Assignee is providing financing for the Equipment only and agrees that (a) as between Customer and
Bigbelly, all of Customer's payment obligations shall be absolute, unconditional and not subject to
set-off, counterclaim, reduction, recoupment or other. defense (b) it will not assert any defenses, set-
offs, counterclaims or claims against any Assignee that Customer may have against Bigbelly at any
time; and (c) any such assignment shall not materially change Customer's duties or obligations
hereunder. Sulk; ect to the foregoing, the Agreement shall inure to the benefit of, and be binding :upon,
the successors and permitted assigns of the parties hereto.,,.
Bigbelly Service Agre me BBSA201 ,0715 .Page 14127
F5.9 Relationship of Parties. Bigbelly and Customer are each independent entities _and the relationship
- betweeni Bigbelly and CuMonier udder the Agreementris not a joint vet1tu1c, partnersinili, principal -agent,
broker, sales representative or franchise relationship. Bigbelly has no authority to make any promise,
commitment or agreement on Customer's behalf, and Bigbelly will not represent to anyone that it does
have such authority.
5.10Notices. Each notice provided for in the Agreement shall be given in writing and become effective
when:
(A) served by personal delivery to the recipient's Legal Department or Contract Administrator;
Customer: City of Miami Beach BIGBELLY SOLAR, INC.:
Name: Eric Carpenter Brian Phillips
Title: Assistant City Manager and Director of
City of Miami Beach
Public Works Department President/CEO
Address: City of Miami Beach 150 A Street, #103
1700 Convention Center Drive Needham, MA 02494
With a copy to:
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
(B) deposited, postage prepaid in the United States registered or certified mails addressed to the
recipient's Legal Department or Contract Administrator;
i. dispatched to the recipient's Legal Department or Contract Administrator via overnight
mail using UPS, Federal Express or similar carrier; or,
ii. sent to recipient's Legal Department or Contract Administrator: via facsimile or other
electronic means if delivery does not require a signature or other confirmation of delivery.
5.11Force Majeure. Any delay or failure of either party to perform its obligations (other than payment
obligations) shall be excused if it is caused by an extraordinary event or occurrence beyond the
control of the nonperforming party and without the nonperforming party's fault or negligence, such
as acts of God, fires, floods, windstorms, explosions, natural disasters, wars and sabotage. Raw
material or labor shortages are not force majeure events. Each party shall promptly notify the other
of the reason for the delay and use its best efforts in curing such cause and shall take all action
practicable to minimize the adverse impact of the delay on the other party.
5.12 No Warranties. •Customer hereby acknowledges that it has not entered into the Agreement including
the Attachments in reliance upon any warranty or representation by any person or entity except for
the warranties or representations specifically set forth therein.
5.13 Use of Trade Names and Trademarks. Neither party may use the trade name, service mark, logo or
trademark of the other party for any purpose without previous permission in writing from the other
party.
Bigbeliy Service AgreEl e -rt 6E3SA20150715 Page 15 1 27
5.14 Damages. Unless otherwise provided in the Agreement, in no event shalleither party, or their- .
r
respective affiliates, 's1iaiul-oklers . officers, directors, etr<ployees, agentsror representatives,cb
assigns be liable to the other for lost revenue, lost profits, incidental, indirect or consequential
damages, resulting from any Services provided in connection with this Agreement. The Customer
and Bigbelly's maximum aggregate liability to the other in relation to or in connection with a breach
of the terms of this Agreement will be limited to the total amount paid by Customer to Bigbelly
under the Agreement.
5.15lnjunetive Relief. If there is a breach or threat of a breach of the terms of the Agreement, the parties
agree that compensation alone would not be an adequate remedy for the harm suffered by the non-
breaching party, which harm would be immediate and irreparable. Therefore, if there is a breach or
threatened breach, then the non -breaching party shall be entitled to seek injunctive relief to stop the
breach or threatened breach. The rights and obligations of the parties under this provision survive
the termination, cancellation, or expiration of the Agreement.
5.16Fiscal Funding This Section 5.16 is effective only if Customer is a governmental entity, agency or
authority. Customer hereby represents and warrants to Bigbelly that: (a) Customer is a State,
possession of the United States, the District of Columbia, or political subdivision thereof as defined.
in Section 103 of the Internal Revenue Code and Treasury Regulations and Rulings related thereto
(the "Code"); (b) If Customer is incorporated, it is duly organized and existing under the
Constitution and laws of its jurisdiction of incorporation and will do or cause to be done all things
necessary to preserve and keep such organization and existence in full force and effect; (c) Customer
has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a
resolution of its governing body (which resolution, if requested by Bigbelly, is attached hereto), to
execute and deliver. the Agreement and to carry out its obligations hereunder; (d) All legal
requirements have been met, and procedures have been followed, in order to ensure the
enforceability of the Agreement; (e) The Equipment will be used by Customer only for essential
governmental or proprietary functions of Customer consistent with the scope of Customer's authority
and will not be used in a trade or business of any person or entity, by the federal government or for
any personal, family or household use (f) The Customer shall comply at all times with all applicable
requirements of the Code. If sufficient funds are not appropriated to make contracted payments
under the Agreement ("Payments"), the Agreement shall terminate and Customer shall not be
obligated to make contracted Payments under the Agreement beyond the then -current fiscal year for
which funds have been appropriated. Upon such an event, Customer shall, no later than the end of
the fiscal year for which contracted Payments have been appropriated, deliver possession of the
Equipment to Bigbelly. If Customer knowingly and willfully prevents Bigbelly from removing the
Equipment, as provided in subsection 3.1(H), then the termination shall nevertheless be effective but
Customer shall be responsible for the payment of damages in an amount equal to the per diem
portion of contracted Payments thereafter coming due that is attributable to the number of days after
the termination during which the Customer fails to allow Bigbelly access to Customer's property for
the removal of the Equipment. The per diem amount shall be determined by taking the total monthly
payment for the Equipment divided by the number of days in the hold over month) Customer shall
notify Bigbelly in writing within seven (7) days after the failure of the Customer to appropriate funds
sufficient for the payment of the contracted Payments, but failure to provide such notice shall not
operate to extend the Agreement teini or result in any liability to Customer.
5.17Entire Agreement. The Agreement including the Attachments constitute the entire agreement
between the parties regarding its subject matter and supersede all prior agreements, oral and written,
negotiations, commitments and writings, and may not be released, discharged, abandoned, changed
or modified in any manner, orally or otherwise, except by an instrument in writing signed by a duly
authorized representative of each party. Any purchase order or other ordering document issued by
Customer is for administrative purposes only and does not form part of this Agreement.
Bigbelly Service A reer en € 85A20350715 Page 16127
5.18Amendment° Modification; Waiver. No modification, amendment, waiver or release of any
provision of the Agreethent =or any- right,= obligation, 'claim- or cause :o f, action arising undei the
Agreement shall be valid or binding unless in writing and duly executed by the party against whom
enforcement is sought. No waiver by either party of any breach, or the failure of either party to
enforce any of the terms and conditions of the Agreement, shall affect, limit or waive that party's
right to enforce and compel compliance with all terms and conditions of the Agreement or to
terminate the Agreement as permitted by its terms. Any provision of this Agreement which for any
reason may be held unenforceable in any one jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such unenforceability without invalidating the remaining provisions of this
Agreement, and any such unenforceability in any one jurisdiction shall not render such provision
unenforceable in any other jurisdiction. This Agreement may be executed in any number of
counterparts and by different parties hereto or thereto on separate counterparts, each of which, when
so executed and delivered, shall be an original, but all such counterparts shall together consist of but
one and the same instrument.
5.19Representations. Customer and Big Belly hereby represent, warrant and covenant that: (a) Each
Party is organized and validly existing under the laws of the jurisdiction of its organization, with
adequate power and capacity to enter into the Agreement and any other documents, instrument or
agreement related to this Agreement; (b) The Agreement has been duly authorized, executed and
delivered by each Party and constitutes a valid, legal and binding agreement, enforceable in
accordance with its terms, except to the extent that the enforcement of remedies therein provided
may be limited under applicable bankruptcy and insolvency laws; (c) no approval, consent or
withholding of objections is required from any governmental authority or instrumentality with
respect to the entry into or performance by each Party of the Agreement, except such as have already
been obtained pursuant to City of Miami Beach Resolution Number 2017-29790; (d) there are no
suits or proceedings pending or threatened in court or before any regulatory commission, board or
other administrative governmental agency against or affecting either Party, which will have a
material adverse effect on the ability of either Party to fulfill its obligations and liabilities under the
Agreement.
5.20 Florida Public Records Law.
(A)Bigbelly shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as
may be amended from time to time. Records made or received in connection with this Agreement
are public records under Florida law, as defined in Section 119.011(12), Florida Statutes.
(B) Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), Bigbelly shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a copy of
the requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise
provided by law;
(3) Ensure that public records that are exernpt or confidential and exempt from public
records disclosure requirements are not disclosed, except as authorized by law, for the duration
of the contract term and following completion of the Agreement if Bigbelly does not transfer the
records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public records in
possession of Bigbelly or keep and maintain public records required by the City to perform the
service. If Bigbelly transfers all public records to the City upon completion of the Agreement,
Bigbelly shall destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If Bigbelly keeps and maintains public records
upon completion of the Agreement, Bigbelly shall meet all applicable requirements for retaining
public recordsb All records stored electronically must be provided to the City, upon request fi°om
-El belly Service Agreement
Ei1°SA20150715 Page 17127
the..City's custodian of public records, in a format that is compatible with _the information
technology -systems of the City: : _
(C)REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for services
must be made directly to the City. If the City does not possess the requested records, the City
shall immediately notify Bigbelly of the request, and Bigbelly must provide the records to the
City or allow the records to be inspected or copied within a reasonable time.
(2) Bigbelly's failure to comply with the City's request for records within a reasonable time,
shall constitute a breach of this Agreement, and the City, at its sole discretion, may: (1)
unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or (3) avail itself of any available remedies at law or in equity.
.(3) If Bigbelly fails to provide the public records to the City within the reasonable time stated
above it may be subject to penalties under s.119.10.
(D)CIVIL ACTION.
(1) If a civil action is filed against a Bigbelly to compel production of public records relating
to the City's contract for services, the court shall assess and award against Bigbelly the
reasonable costs of enforcement, including reasonable attorney fees, if:
a. The court determines that Bigbelly unlawfully refused to comply with the public
records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written notice of
the public records request, including a statement that Bigbelly has not complied with the
request, to the City and to Bigbelly.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public
records and to Bigbelly at Bigbelly's address listed on its contract with the City or to Bigbelly's
registered agent. Such notices must be sent by common carrier delivery service or by registered,
Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and
with evidence of delivery, which may be in an electronic format.
(3) If Bigbelly complies with a public records request within 8 business days after the notice
is sent it is not liable for the reasonable costs of enforcement.
(E)IF BIGBELLY HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO BIGBELLY'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO( MIAMIBEACHFL.GOV
PHONE: 305-673-7411
5.21No Discrimination.
Bigbelly hereby agrees to comply with City of Miami Beach Human Rights Ordinance, as
codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting
discrimination in employment, housing, public accommodations, of public services, on the basis
of actual or p nceivedi race, color; national origin, religion, sex, intersexuality, sexual orientation,
Bigbelly Service Agreement E3BSA20150 715 P a g e 18 127
.gender identity, familial and marital status,, age, ancestry, height, weight,_ domestic partner status,
labor organization membership, familial situat io r; political affiliation,' or- disability:
End of Attachment A.
k3igbeUey Service Agreement 663A20150715 Page 1 27
ATTACHMENT'B
ACCEPTANCE CERTIFICATE
FOR THE BIGBELLY SERVICE AGREEMENT (AGREEMENT)
WITH THE CITY OF MIAMI BEACH, FLORIDA (CUSTOMER), DATED
The Customer hereby acknowledges that the following conditions have been met and acknowledges the
Acceptance Date below:
1. all of the Equipment ordered pursuant to this Agreement has been delivered to the Customer at the
receiving location designated by Customer;
2. all of the Equipment has been installed at the agreed upon Equipment Sites as identified in Attachment
C) and is operational.
CUSTOMER:
CITY OF MIAMI BEACH
By:
Print Name and Title:
Date:
E38SA2015071 a P a g e 20 1 27
ATTACHMENT C
EQUIPMENT SITES
City of Miami B
Trash Carrs; Proposed 0i
8igbeiiy Service Agree ent
BOSA201 50715
Page 21 27
Upon PO
ATTACHMENT D
CUSTOMER TRAINING FLAN
Review the Connect Guidelines to set expectations.
Highlight site selection and partnership to maintain system in great
working condition.
Establish criteria for success and how to measure them.
1-3 Weeks Prior to Installation
Update CLEAN software system with user names so users can
access the system
Upon Installation
At a mutually agreed upon time, Bigbelly will train users to use the
CLEAN software for optimal results. Training includes site
customization:
o Setting up users
o Updating station location descriptions
o Establishing groups
o Setting up Email notifications.
o How to make adjustments in the system and using the alert
notifications to address any hardware/software issues.
1 Week After Initial CLEAN Training
Reach out for feedback and adjustments to system set up.
Answer any questions
1 Month After Installation
Review reports and how to extract data
Monthly Thereafter
Provide a monthly summary of performance against goals.
END OF ATTACHMENT D
Bigbelly Service Agreement BBSA201 0715 Page 22127
ATTACHMENT E
RENEWAL TERM PRICING
Upon the renewal of the Agreement as set forth in Section 1.2 therein, the following pricing shall apply:
Equipment Insurance Fee: Total Annual Cost (Paid in advance annually)
*Insurance is provided for all stations as a fleet, not per individual station.
Customer is responsible for paying the applicable Deductible which shall apply on
a per incident basis. The cost of the policy thereunder shall be subject to annual
adjustment on the policy anniversary date (Nov 1St)
Total Monthly Service Fee (Paid in advance monthly)
*Based on a 24 month Renewal Term.
**Limited to the configuration of Existing Stations and New Stations as described
in the Service Schedule of the Agreement.
$3,500.00
$5,627.10
Customer has authorization for a total cost of $495,000 for insurance and the Monthly Service Fee for the Term
of the Agreement, including the Renewal Term, if exercised; therefore, the total Monthly Service Fee, for a
term of up to five (5) years, may not exceed the authorized total cost.
END OF ATTACHMENT E.
Bigbelly Service Agreement B68A20150715 P g e 23127
ATTACHMENT F
REPLACEMENT COST
QTY
ITEM
EXTENDED PRICE
1
Replacement of BB5 Double Station with Side Message Panels and Ash Tray
o De -installation of Old Station
o Installation of New Station
$6,030.00
1
Replacement of BB5 Single Station with Side Message Panels and Ash Tray
o De -installation of Old Station
o Installation of New Station
$4,364.00
All pricing in this Attachment F is provided as an estimate only and is subject to change at the time the order is
placed. Shipping costs and applicable taxes are not included in the above pricing and will be calculated at the
time of order.
END OF ATTACHMENT F.
Bigb
y S *;vice Agree nt
13 A20150715 Page 24127
ATTACHMENT G
BI YIIFI.;I Y SERVICE .AAGR?EEMENT
MAINTENANCE STANDARDS
Without limiting Section 3.1(F) and Section 4.2 of the Agreement, Bigbelly agrees to repair and replace the
equipment when the following excessive wear occurs:
Exterior
Side panels
Color fading — material color loss or
evidence of significant cracking and/or
chalking due to weather exposure(NOT
to include color degradation caused by
chemical cleaner or other chemical
reaction); fading of the silkscreen or hot
stamp graphics; broken or cracked
panels missing graphics or rust
Solar bubble
Broken, cracked or substantial
Yellowing; loss of clarity due to
improper cleaning;
Hopper skin
Broken or cracked hopper; color fading
overtime; or rust
Front door
Deep scratches and dents larger than one
inch
Rear panel/Rear door
Deep scratches and dents larger than one
inch; or rust
Interface & Internal
Hopper hard stops and hopper
bearings
Broken stops causing hopper to travel
past its stop point.
Front door lock
Bent or disabled lock due to broken
key, or door being pried open; inability
to insert key or turnkey in lock;
scratches larger than one inch; worn
powder coating
Battery
cables/connections
Wires damaged by electrical storms;
corrosion on terminals such that battery
function is compromised.
sigbelly Service Agreer• e
b SA20150715
Page 25127
Hopper handle
Broken or missing handle; gouges in. -
aluminum.
Base and inside
Structural rust on metal parts;
broken areas of plastic base.
Hopper internal surface
Corrosion on metal surface.
Graffiti and minor scratches cosmetic scratches may be repaired by Customer, by purchasing the paint and other
materials from Bigbelly.
END OF ATTACHMENT G.
Bigheily Service Agreerwmt 0BSA20150715 Page 26 1 27
ATTACHMENT II
SPECIMEN POLICY
Bigbelly Service Agreement BBSA20150715 Page 27127
Property Insurance
Building And Personal Property
Table Of Contents
Section
PCem!t!s�s Coverages
r � Y` ffii'a;2a.'diktIr ,i.;'v+IMF
Additional Coverages
vim ..r. <, ma�
Debris Removal Coverage
Policy
elusions
Additional Exclusions
Limits Of Insurance
o-�
Deduc ible
Page No.
7
13
14
18
21
,021 1%#20.10 ... yr•1er'2,2 .';.". u...24 /. •�,
22
Loss Pa meat Basis
22
ff
ss Pa merit Btsi . Exce a tions
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Loss Pale
tttior!s
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25
°5R
JET'AW
27
9 n iii ns (including Covera
ter,
Additional Condition
Definitions
•
e err!tory_)
28
28
29
Form 80-02.1000 (Rev. 6-05) Contract
Page 1 of 28
THIS PAGE INTENTIONALLY LEFT BLANK
Form 80-02-1000 (Rev. 5.05) Contract Page 2 of 2P
CHUBB°
Building And Personal Property
Contract
Words and phrases that appear in bold ,print have special meanings and are defined in the
Property/Business Income Conditions And Definitions form included in this policy.
Throughout this contract, the words "you" and "your" refer to the Named Insured shown in the
Declarations of this policy. The words "we", "us" and "our" refer to the company providing this
insurance.
�.x�,w crura_-a�.2s��'d:.r_._n�m'n.,;.�-.2.-z"'&�,�e�:�aax:z:.•.axh:.a',9; c�ll�-nur.,�^r•TMa„ar:: ti„2�; :.^'" �.�.i w�,.+:ns',�,x..v'�i.�..r'"^.mal,�''�'u:c'caxuraUSs:.aoEtZni'�.z"'Ta3,L.aa'��*��
Premises Coverages The following Premises Coverages apply only at those premises for which a Limit Of Insurance
applicable to such coverages Is shown in the Declarations.
Except as otherwise provided, the loss or damage must:
be caused by or result from a peril not otherwise excluded; and
• occur at, or within 1,000 feet of, the premises shown in the Declarations.
Building Or Personal We will pay for direct physical loss or damage to:
Property
Burglary Damage To
Building
Fungus Clean-up Or
Removal
• building, or
1 personal property,
caused by or resulting from a peril not otherwise excluded, not to exceed the applicable Limit Of
Iusuranee for Building Or Personal Property shown in the Declarations,
We will pay for direct physical loss or damage to a building:
• you do not own;
you occupy; and
• for which you are contractually liable,
caused by or resulting from burglary or any attempt at burglary, not to exceed the Limit Of
Insurance for Personal Property shown in the Declarations for the premises where the loss or
damage occurred.
This Premises Coverage does not apply;
® to ensuing loss or damage caused by or resulting from a peril not otherwise excluded; or
• if a Limit Of insurance for Building applicable to the premises, where the loss or damage
occurred, is shown in the Declarations.
We will pay the costs you incur to clean up, remove, restore or replace covered property because of
the presence of fungus at the premises shown in the Declarations.
The most we will pay at the premises for the sum of all such covered costs that occur during each
separate 12 -month .policy period, regardless of whether this Premises Coverage appears in any other
contract or contracts that form part of this policy is the applicable Limit Of Insurance for Fungus
Clean-up Or Removal shown in the Declarations.
Property Insurance
Form 80-02-1000 (Rev. 6-05) Contract Page 3 of29
Premises Coverages
Fungus Clean-up Or
Removal
(continued)
Leasehold Interest -
Bonus Payment, Prepaid
Rent, Sublease Profit,
Tenants' Lease Interest
We will not pay for the costs to test for, monitor, contain, treat, -detoxify or neutralize, or in any way
respond to or assess the effects of fungus, other than payment for testing that is performed during
the clean-up or removal of fungus,
This Premises Coverage does not apply if the presence of fungus;
A. is caused by or results from;
1. a peril that is excluded under this insurance; or
2. moisture, other than water or flood, if the flood would be covered under this
insurance;
B. existed prior to the effective date shown in the Declarations;
C, is not reported to us in writing as soon as possible after you first become aware, or in the
exercise of reasonable care, should have become aware, of the presence of fungus; or
D. is at premises that has been specifically excluded in the Declarations or by endorsement to
this policy.
We will pay for the:
• bonus payment;
o prepaid rent;
• sublease profit or
• tenants' lease interest,
loss you incur directly resulting from the cancellation of your written lease for the premises shown
in the Declarations, not to exceed the applicable Limit Of Insurance for:
• Bonus Payment;
• Prepaid Rent;
• Sublease Profit; or
• Tenants' Lease Interest,
shown under Leasehold Interest in the Declarations.
Cancellation of the lease must be:
o by the lessor;
• by a valid condition of your lease; and
• due to direct physical loss or damage to a building caused by or resulting from a peril not
otherwise excluded at the premises shown in the Declarations.
-Leasehold Interest - We will pay for the value of undamaged tenant's improvements and betterments when your
Undamaged Tenant's lease is canceled;
Improvements And
Betterments
Property Insurance
by the lessor; and.
by a valid condition of your lease,
Form 80-0-1000 (Rev, 8-05) Contract Page 4 of 29
CHUBB°
Premises Coverages
Leasehold Interest -
Undamaged Tenant's
Improvements And
Betterments
(continued)
Loss Of Master Key
Loss Prevention
Expenses
Non -Owned L?etached
Trailers
Outdoor Trees, Shrubs,
Plants Or Lawns
Property Insurance
Building And Personal Properly
due to direct physical loss or damage to building or personal property caused by Or resulting from
a peril not otherwise excluded at the premises shown in the Declarations, not to exceed the
applicable Limit Of Insurance for Leasehold Interest — Undamaged Tenant's Improvements And
Betterments shown in the Declarations.
We will pay for the reasonable and necessary costs you incur to:
• replace keys;
• adjust locks to accept new keys; or
• ifrequired, install new locks,
due to direct physical loss or damage to a master key or grand master key caused by or resulting
from a peril not otherwise excluded, not to exceed the applicable Limit Of Insurance for Loss Of
Master Key shown in the Declarations.
We will pay the reasonable and necessary costs you incur to protect:
• building;
• personal property; or
• research and development property,
at the premises shown in the Declarations from imminent direct physical loss or damage caused by
or resulting from a peril not otherwise excluded, not to exceed the applicable Limit Of Insurance for
Loss Prevention Expenses shown in the Declarations.
To the extent possible, you must notify us of your intent to incur such cost before you take any loss
prevention action,
In any event, you must notify us within forty-eight (48) hours after you have taken any loss
prevention action,
We will pay for direct physical loss or damage to non -owned detached trailers caused by or
resulting from a:peril not otherwise excluded, not to exceed the applicable Limit Of Insurance for
Non -Owned Detached Trailers shown in the Declarations.
We will pay for direct physical loss or damage to outdoor trees, shrubs, plants or lawns at
premises you own, rentor occupy, shown in the Declarations, caused by or resulting from:
• fire;
• lightning;
explosion;
• riot or civitcommotion; or
• aircraft or self-propelled missiles,
Form 80-02-1000 (Rev. 6-05) Contract Page 5 o129
Premises Coverages
Outdoor Trees, Shrubs,
Plants -Or Lawns
(continued)
Pair And Set
Personal Property Of
Employees
Processing Water
Property Insurance
not to exceed the applicable Limit Of Insurance for Outdoor Trees, Shrubs, Plants Or Lawns shown
in the Declarations.
We will pay for consequential loss to undamaged personal property that is part of:
• your product; or
• any product in your care, custody or control,
which has become unmarketable as a complete product, because of covered direct physical loss or
damage to personal property which is part of the same product, not to exceed the applicable Limit
Of Insurance for Pair And Set shown in the Declarations.
This Premises Coverage applies only when you have purchased a Limit Of Insurance for Personal
Property.
We will pay for direct physical loss or damage to personal property of employees caused by or
resulting from a peril not otherwise excluded, not to exceed the applicable Limit Of Insurance for
Personal Property Of Employees shown in the Declarations.
We will also pay for direct physical loss or damage to personal property of employees caused by
or resulting from a peril not otherwise excluded while such personal property of employees is
away from your premises for the purpose of performing duties relating to the conduct of your
business, not to exceed $2,500 for any one employee or $10,000 in the aggregate for any
occurrence, regardless of the number of employees.
We will pay the cost you incur to replace water that is used in your processing operations and
contained in any:
• above -ground tank;
• processing equipment; or
• any associated above -ground piping,
when such water has been released or rendered unusable for its intended purpose as a direct result of
direct physical loss or damaged to such tank, equipment or piping caused by or resulting from a
peril not otherwise excluded, not to exceed the applicable Limit Of Insurance for Processing Water
shown in the Declarations.
The loss or damage must occur at the premises show in the Declarations.
This Premises Coverage does not apply to fire protection equipment.
Form 80.02.1000 (Rev. 6-05) Contraot
Page 6 of 29
CHUBB°
Premises Coverages
{continued)
Public Safety Service
Charges
Removal
Research And
Development Property
Building And Personal Property
We will pay the charges you;
assume under any contract or agreement; or
• are required to pay by local ordinance,
in effect at the time of the direct physical loss or damage, if a fire department or other municipal
agency charged with preserving public safety is called to save or protect building, personal
property or research and development property from direct physical loss or damage caused by or
resulting from a peril not otherwise excluded, not to exceed the applicable Limit Of Insurance for
Public Safety Service Charges shown in the Declarations.
We will pay for direct physical loss or damage to budding components, personal property or
research and development property while;
• being moved to another location or returned from such location to its original location; or
• temporarily stored at another location,
if you must move the building components, personal property or research and development
property from such location to preserve it from imminent loss or damage caused by or resulting
from a peril not otherwise excluded, not to exceed the applicable Limit Of Insurance for Building,
Personal Property or Research And Development Property shown in the Declarations.
We will pay for;
• direct physical loss or damage to research and development property caused by or
resulting from a peril not otherwise excluded; and
• the necessary and reasonable additional cost you incur to repair or replace research and
development property that has been lost or damaged by a peril not otherwise excluded,
not to exceed the applicable Limit Of Insurance for Research and Development Property shown in
the Declarations.
These additional costs must be in excess of the cost you would otherwise incur to repair or replace
lost or damaged research and development property in order to meet your last scheduled
introduction date (prior to loss or damage) for any new product which is based on such research
and development property.
6:.Faa. ? r+ zt4•..: e_a AIM -NE V.._'4�._I- itiLt.4xTAF•mItrrtnr SZrs ush. L. s ASMarZ Mra:OSXZyrs.ST/57yr.;vc;•ern-Z"M:is:3x:5,:ca'w12•w^
Additional Coverages The following Additional Coverages apply within the coverage territory.
Any Other Location
Property insurance
n
We will pay for direct physical loss or damage caused by or resulting from a peril not otherwise
excluded to:
• building components;
• personal property; or
• research and development property,
Form 80-02.1000 (Rev. 8-05) Contract
Page 7 of 29
Additional Coverages
Any Other Location at unspecified premises, not to exceed the applicable Limit Of Insurance for:
(continued)
• Building Components;
• Personal Property; or
• Research and Development Property,
shown under Any Other Location in the Declarations.
This Additional Coverage does not apply to:
• salespersons' samples;
• property while at any exhibition, fair or trade show;
• property at newly acquired premises;
• property while hi transit; or
• property at a job site or temporarily warehoused elsewhere awaiting installation at the job
site,
This Additional Coverage applies only if a Limit Of Insurance for:
• Building Components;
• . Personal Property; or
• Research And Development Property,
is shown under Any Other Location in the Declarations,
Arson Or Theft Reward We will pay a reward of 25% of the covered loss or damage, up to a maximum of $25,000, for
information leading to a felony conviction arising out of direct physical loss or damage to covered
property caused by or resulting from arson, larceny, burglary or vandalism,
Deferred Payments
Property insurance
We will pay for your interest in personal property that suffers direct physical Loss or damage
caused by or resulting from a peril not otherwise excluded and sold by you under a conditional sale
or trust agreement or any installment or deferred payment plan:
• while in transit to buyers; or
• after delivery to buyers,
not to exceed the applicable Limit Of Insurance for Deferred Payments shown in the Declarations.
This Additional Coverage does not apply to default by the buyer of such agreement or plan,
This Additional Coverage applies only if a Limit Of insurance for Deferred Payments is shown in
the Declarations,
Form 80-02.1000 (Rev. 6-06) Contract
Page 8 of 29
CHLJBB°
Additional Coverages
(continued)
Exhibition, Fair •Or Trade
Show
Fire Protection
Equipment
Installation
Building and Personal Property
We will pay for direct physical loss or damage to personal property caused by or resulting from a
peril not otherwise excluded while:
• in transit to or from any exhibition, fair or trade show; or
• at any exhibition, fair or trade show,
not to exceed the applicable Limit Of Insurance for personal Property shown under Exhibition, Fair
Or Trade Show in the Declarations.
This Additional Coverage does not apply to:
• electronic data processing property; or
• pne arts,
This Additional Coverage applies only if a Limit Of Insurance for Personal Property is shown under
Exhibition, Fair Or Trade Show in the Declarations,
We will pay the cost you incur to refill your discharged fire protection equipment whether or not
there is direct physical loss or damage to property.
This Additional Coverage is provided regardless of whether a Limit Of Insurance is shown in the
Declarations,
We will pay for direct physical loss or damage to personal property caused by or resulting from a
peril not otherwise excluded while such personal property is:
A, at a job site or temporarily warehoused elsewhere:
1, awaiting and during installation;
2. awaiting and during tests; or
3. awaiting acceptance by the buyer,
not to exceed the applicable Limit Of Insurance for Any Job Site shown under Installation in
the Declarations; or
B, in transit to or from such job site or temporary warehouse, not to exceed the applicable
Limit Of Insurance for In Transit shown under Installation in the Declarations.
We will not pay for any loss or damage to:
• personal property not apart of or destined to become part of the installation;
• tools; or
• contractors' equipment,
This Additional Coverage ends when the first of the following occurs:
• your interest in the personal property ceases;
• the buyer accepts the personal property;
• the personal property is put to use for its intended purpose; or
Property Insurance
Form 80-02-1oo0 (Rev. 8-05) Contract Page 9 of 29
Additrar►al Coverages
Installation
(continued)
• this policy is terminated.
This Additional Coverage applies only if a Limit Of Insurance for Any Job Site or In Transit is
shown under Installation in the Declarations,
In Transit We will pay for direct physical loss or damage to:
A. personal property, building components, or research and development property while in
transit;
B. personal property being shipped FOB or on other similar terms after the title of a shipment
passes to the consignee; or
C. personal property which has been refused by the consignee, from the time such property has
been refused until:
1. the time such property is returned to your premises; or
2. 14 consecutive days after such property has been refused,
whichever occurs first,
caused by or resulting from a peril not otherwise excluded, not to exceed the applicable Limit Of
Insurance for Personal Property, Building Components or Research And Development Property
shown under In Transit in the Declarations.
We will not attempt to collect from the consignee, unless you:
• provide us with your written consent to do so; or
• assign us your right of action.
We will also pay for;
A. the necessary additional expenses you incur to inspect, repackage and reship personal
property damaged by a peril not otherwise excluded;
B. general average and salvage charges that may be assessed against your covered personal
property shipments that are waterborne; and
C. loss or damage to personal property during loading and unloading of that property from a
transporting conveyance, by a peril not otherwise excluded,
not to exceed the applicable Limit Of Insurance for Personal Property shown under In Transit in the
Declarations,
This Additional Coverage does not apply:
• to any personal property, building components or research and development property
while in transit to or from any exhibition, fair or trade show;
• to salespersons' samples;
• when you are acting as a carrier for hire;
• if you have purchased separate ocean marine insurance that covers any property in transit;
• to shipments by rnai.l, unless registered;
to electronic data processing property;
Property !neuranca
Form 90-02.1000 (Rev, 6-05) Contract Page 10 of 29
HUBB'
Additional Coverages
In Transit
(continued)
International Air
Shipments
Newly Acquired Property
Property Insurance
Building And Personal Properly
to fine arts; or
to loss or damage to any property insured under the International Air Shipments Additional
Coverage.
We will pay for direct physical loss or damage to personal property caused by or resulting from a
peril not otherwise excluded while being shipped by air to or from:
• the contiguous United States of America;
• Canada;
• the State of Alaska;
• the State of Hawaii;
• Puerto Rico; or
• territories or possessions of the United States of America or Canada,
and points worldwide, not to exceed the applicable Limit Of Insurance for Personal Property shown
under International Air Shipments in the Declarations. This coverage applies from the delivery of
personal property at the point of origin shown in the air waybill until it is discharged at the
destination shown in the air waybill.
This Additional Coverage does not apply:
• to personal property while being shipped by air to or from any exhibition, fair or trade
show;
• if you have purchased separate ocean marine insurance which covers any personal property
being shipped by air;
• to shipments by mail;
• if you are required to provide a negotiable special cargo policy of insurance to any seller,
buyer or bank;
• to electronic data processing property;
• to fine arts; or
• to loss or damage to any property insured under the In Transit Additional Coverage.
We will pay for direct physical loss or damage to:
• building under construction at existing or newly acquired premises;
building or personal property at newly acquired premises; or
newly acquired personal property at existing premises shown in the Declarations
caused by or resulting from a peril not otherwise excluded, not to exceed the applicable Limit Of
Insurance for Building or Personal Property shown in the Declarations under Newly Acquired
Premises or Newly Acquired or Constructed Property,
Form 80-02-1000 (Rev. 8-05) Contraot
Page 11 of 29
Additional Coverages
Newly Acquired Property
(continued)
Pollutant Clean-up Or
Removal
This Additional Coverage applies until the first of the following occurs:
• you report the value of the building or personal property at the newly acquired premises to
us and we add such building or personal property to this policy;
• you report the value of the newly acquired personal property at the existing premises shown
in the Declarations, and we add such personal property to this policy;
• 180 days pass from the date you acquire the premises, personal property, or construction
begins on the building; or
• this policy expires.
We will charge you additional premium for the reported values from the date you acquire the
premises or personal property, or construction begins on the building, if we add such premises,
personal property or building to this: policy..
Personal property being moved from a vacated premises to a new premises is not considered
newly acquired personal property.
We will pay the costs you incur to clean up or remove pollutants from land, water or air:
A. at the premises shown in the Declarations and either inside or outside of a building; or
B. if the pollutants were part of:
L personal property;
2. research and development property; or
1 building components,
while in transit,
if the discharge, dispersal, seepage, migration, release or escape of the pollutants is caused by or
results from a peril not otherwise excluded.
The costs will be paid only if they are reported to us in writing within 180 days of the date the peril
occurred which caused or resulted in the discharge, dispersal, seepage, migration, release or escape
of the pollutants,
The most we will pay:
• at a premises shown in the Declarations; and
• for any property in transit,
for all such covered costs that occur during each separate 12 -month policy period, regardless of
whether this Additional. Coverage appears in any other contract or contracts that form part of this
policy, is the applicable Limit Of Insurance for Pollutant Clean-up Or Removal shown in the.
Declarations.
We will not pay for the costs to test for, monitor, contain, treat, detoxify or neutralize, or in any way
respond to or assess the effects of pollutants, other than payment for testing that is performed
during the clean up or removal of the pollutants from the land, water or air, either inside or outside
of a building.
Property Insurance
Form 80-02.1000 (,9el4 6-05) Contract Page 12 of 29
CHUBB°
Additional Coverages
Pollutant -Clean-up Or
Removal
(continued)
Preparation Of Loss
Fees
Salespersons' Samples
Debris Removal
Coverage
Debris Removal
Property insurance
Building And Personal Property
This Additional Coverage does not apply if the discharge, dispersal, seepage, migration, release or
escape of pollutants:
• is caused by or results from a peril that is excluded under this insurance; or
occurred prior to the effective date shown in the LDeclarations.
We will pay the reasonable and necessary expenses we require you to incur after covered direct
physical loss or damage to:
• building;
• personal property;
• personal property of employees;
• research and development property; or
• outdoor trees, shrubs, plants or lawns,
to determine the extent of such loss or damage, not to exceed the applicable Limit Of Insurance for
Preparation Of Loss Fees shown in the Declarations.
This Additional Coverage does not apply to any expenses you incur for any:
• insurance adjuster, consultant, or attorney; or
• of your subsidiaries or affiliates,
We will pay for direct physical loss or damage to salespersons' samples caused by or resulting
from a peril not otherwise excluded, not to exceed the Lirnit Of Insurance for Salespersons' Samples
shown in the Declarations.
This Additional Coverage applies only if a Limit Of Insurance for Salespersons' Samples is shown
in the Declarations,
AZONVIP.MAYAWATFSMALT.;EFEEE .'rr-:r-�-�^n, .m s,. sr
The following Debris Removal Coverage applies.
A, We will pay for the costs you incur to:
1, demolish and remove debris of damaged building, personal property, personal
property of employees or research and development property caused by or
resulting from a peril not otherwise excluded that occurs during the policy period; or
2, remove debris of damaged outdoor trees, shrubs, plants or lawns at the premises
shown in the Declarations, caused by or resulting from the perils of fire, lightning,
explosion, riot or civil commotion or aircraft or self-propelled missiles that occurs
during the policy period.
B, The most we will pay for debris removal is the lesser of:
1. 25% of the covered direct physical loss or damage; or
Form 80-02-1000 (Rev. 6-06) Contract Page 13 of 29
Debris Removal
Coverage
Debris Removal 2. the remaining applicable Limit Of Insurance for Building, Personal Property, Personal
(continued) Property Of Employees, Research and Development Property or Outdoor Trees,
Sbrubs, Ptants Or Lawns shown in the Declarations, after payment of the covered
direct physical loss or damage.
C. If the amount in B, above is insufficient to pay the debris removal, we will pay the remaining
debris removal, subject to the applicable Limit Of Insurance shown under Debris Removal in
the Declarations.
We will also pay up to $1,000 for the costs you incur at each premises to remove debris that
is blown onto your premises by wind, if the wind would be covered by this insurance.
D, Debris removal will be paid only if:
1, reported to us in writing within 180 days of the date of the direct physical loss or
damage to the building, personal property, personal property of employees,
research and development property or outdoor frees, shrubs, plants or lawns; and
2. a Limit Of Insurance applicable to the damaged building, personal property,
personal property of employees, research and development property or outdoor
tress, shrubs, plants or lawns is shown in the Declarations.
E. Debris removal does not apply to costs to:
1, a, clean up or remove pollutants from land, water or air;
b. clean up, remove, restore or replace covered property because of the presence of
;ftungus; or
c. clean up, remove, restore or replace polluted land, water or air,
either inside or outside of a building; or
2. demolish and clear the site of the undamaged portion of the building,
Policy Exclusions
Acts Or Decisions
w'3 Y Bzm :'awezeard4ti .,9;,...�.
The following Policy Exclusions apply to all the coverages in this contract,
anvil .. rs+.aa,invx.: ,nail
J.i
This insurance does not apply to loss or damage caused by or resulting from acts or decisions,
including the failure to act or decide, of any person, group, organization or. governmental body,
This Acts Or Decisions exclusion does not apply to ensuing loss or damage caused by or resulting
from a peril not otherwise excluded.
Business Errors This insurance does not apply to loss or damage caused by or resulting from errors in the:
• altering;
• calibrating;
▪ constructing;
• developing;
• distributing;
Property lneuranoe
Form so -02.1000 (Rev. 6-05) Contract
Page 14 of29
C H U B B Building And Personal Property
Policy Exclusions
Business Errors installing;
(continued) manufacturing;
maintaining;
• processing;
• repairing;
• researching; or
• testing,
of part or all of any property.
This Business Errors exclusion does not apply to:
• loss or damage that results to other covered property; or
• ensuing loss or damage caused by or resulting from a peril not otherwise excluded.
Dishonesty This insurance does not apply to loss or damage caused by or resulting from fraudulent, dishonest or
criminal acts or omission committed alone or in collusion with others by you, your partners,
:members, officers, managers, directors, trustees, employees, anyone performing acts conning within
the scope of the usual duties of your employees, or by anyone authorized to act for you, or anyone
to whom you have entrusted covered property for any purpose.
This Dishonesty exclusion does not apply to:
A. acts of vandalism;
B. acts committed by carriers or warehousemen for hire or anyone claiming to be a carrier or
warehousemen for hire, other than:
1, you, your partners, directors, trustees and employees;
2. anyone performing acts coming within the scope of the usual duties of your
employees; or
3, anyone authorized to act for you; or
C. ensuing loss or damage caused by or resulting from a peril not otherwise excluded,
Governmental Or Military This insurance does not apply to loss or damage caused by or resulting from seizure, confiscation,
Action expropriation, nationalization or destruction of property by order of governmental or military
authority, whether de jure or de facto, regardless of any other cause or event that directly or
indirectly:
• contributes concurrently to; or
contributes in any sequence to,
the loss or damage, even if such other cause or event would otherwise be covered,
Property Insurance
Form 80-Q2.1000 (Rev. 6-05) Contract Page 150f29
Policy Exclusions
Governmental Or Military
Action
(continued)
This Governmental Or Military Action exclusion does not apply to loss or damage caused by or
resulting from acts of destruction ordered by governmental or military authority;
A. when taken at the time of a fire to prevent its spread, if the fire would be covered under this
insurance; or
B, if the act of destruction is made necessary by direct physical loss or damage to:
1. personal property while in transit; or
2. a conveyance in or on which personal property while in transit is Ioaded,
caused by or resulting from a specified peril not otherwise excluded,
Inherent Vice/Latent This insurance does not apply to loss or damage caused by or resulting from inherent vice or latent
Defect
insects Or Animals
Mechanical Breakdown
(Other Than Abrupt And
Accidental)
Property Insurance
defect.
This Inherent Vice/Latent Defect exclusion does not apply to:
• loss or damage caused by or resulting from a specified peril; or
• ensuing loss or damage caused by or resulting from a specked peril or water.
This insurance does not apply to loss or damage caused by or resulting from nesting or infestation
by, or discharge or release of waste products or secretions of any insect or other animal..
This Insects Or Animals exclusion does not apply to ensuing loss or damage caused by or resulting
from a peril not otherwise excluded.
This insurance does not apply to loss or damage caused by or resulting from mechanical breakdown.
This Mechanical Breakdown (Other Than Abrupt And Accidental) exclusion does not apply to:
A, abrupt and accidental breakdown of mechanical or electrical system or apparatus which
causes direct physical loss or damage to all or part of that mechanical or electrical system
or apparatus provided the direct physical loss or damage becomes manifest at the time of
the breakdown that caused it.
Abrupt and accidental breakdown of mechanical or electrical system or apparatus does
not include:
1. rust, oxidation or corrosion;
2. faulty, inadequate or defective design, plan, specifications or installation;
3. failure of mechanical or electrical system or apparatus to perform in accordance
with plans or specifications; or
4. freezing caused by or resulting from weather conditions; or
B. ensuing loss or damageeaused by or resulting from a peril not otherwise excluded.
Farm 80-02-1000 (Rev. 6-05) contract
Page 18 of 29
CF®IUBB•
Policy Exclusions
(continued)
Nuclear Hazard
Planning, Design,
Materials Or
Maintenance
Utility Supply Failure
Property Insurance
Building And Personal Property
This insurance does not apply to loss or damage caused by or resulting from nuclear reaction or
radiation, or radioactive contamination, regardless of any other cause or event that directly or
Indirectly;
• contributes concurrently to; or
• contributes in any sequence to,
the loss or damage, even If such other cause or event would otherwise be covered.
This Nuclear Hazard exclusion does not apply to ensuing loss or damage to;
1 building;
• personal property;
• personal property of employees; or
• research and development property,
caused by or resulting from fire, if the fire would be covered under this insurance and there is a law
in effect in the jurisdiction where the loss or damage occurs that expressly prohibits us from
excluding such ensuing loss or damage,
This insurance does not apply to loss or damage (including the costs of correcting or making good)
caused by or resulting •from any faulty, inadequate or defective;
• planning, zoning, development, surveying, siting;
• design, specifications, plans, workmanship, repair, construction, renovation, remodeling,
grading, compaction;
• materials used in repair, construction, renovation or remodeling; or
• maintenance,
of part or all of any property on or off the premises shown in the Declarations.
This Planning, Design, Materials Or Maintenance exclusion does not apply to ensuing loss or
damage caused by or resulting from a peril not otherwise excluded.
This insurance does not apply to loss or damage caused by or resulting from suspension or reduction
of;
• water services;
• electrical or other power services;
• natural.gas or other fuel services; or
• Internet or other communication services,
regardless of any other cause or event that;
• contributes concurrently to; or
• contributes in any sequence to,
the loss or damage, even if such other cause or event would otherwise be covered.
Form 80.02.1000 (Rev, 6.05) Contract Page 17 of 29
Policy Exclusions
Utility Supply Failure
(continued)
This Utility Supply Failure exclusion does not apply;
if the suspension or reduction of such services is the direct result of direct physical loss or
damage caused by or resulting from a peril not otherwise excluded; or
• to ensuing loss or damage caused by or resulting from a specified peril.
War And Military Action This insurance does not apply to loss or damage caused by or resulting from:
• war, including undeclared or civil war;
• warlike action by a military force, including action in hindering or defending against an actual
or expected attack, by any government, sovereign or other authority using military personnel
or other agents; or
• insurrection, rebellion, revolution, usurped power or action taken by governmental or military
authority, whether de jure or de facto, in hindering or defending against any of these,
regardless of any other cause or event that directly or indirectly:
• contributes concurrently to; or
• contributes in any sequence to,
the loss or damage, even if such other cause or event would otherwise be covered.
Wear And Tear
This insurance does not apply to loss or damage caused by or resulting from wear and tear or
deterioration.
This Wear And Tear exclusion does not apply to ensuing loss or damage caused by or resulting
from a specified peril or water.
L. . +ufl 24MVO).
Additional Exclusions
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The following Additional Exclusions apply to all coverages in this contract except:
• In Transit Additional Coverage;
• International Air Shipments Additional Coverage;
• Research And Development Property Premises Coverage; and
• Salespersons' Samples Additional Coverage,
Disappearance This insurance does not apply to loss or damage caused by or resulting from:
• disappearance; or
• shortage disclosed on taking inventory,
where there is no physical evidence to show what happened,
This Disappearance exclusion does not apply to ensuing loss or damage caused by or resulting from
a peril not otherwise excluded.
Properly Insurance
Form 80-021000 (Rev. 6.09) Contract
Page 19 of 29
CHUBB°
Additional Exclusions
(continued)
Building And Personal Property
Earthquake This insurance does not apply to loss or damage caused by or resulting from earthquake, regardless
of any other cause or event that directly or indirectly.
• contributes. concurrently to; or
• contributes in any sequence to,
the loss or damage, even if such other cause or event would otherwise be covered,
This Earthquake exclusion does not apply to ensuing loss or damage caused by or resulting from a
specified peril,
Errors In Systems This insurance does not apply to loss or damage caused by or resulting from:
Programming
A. errors or omissions in the development of, programming of, or instructions to:
1, electronic data processing property; or
2. a machine; or
B, electronic data which is faulty, inadequate or defective for the use intended at the time of
loss or damage,
This Errors In Systems Programming exclusion does not apply to ensuing loss or damage caused by
or resulting .from a specified peril.
Flood This insurance does not apply to loss or damage caused by or resulting from
• waves, tidal water or tidal waves; or
• rising, overflowing or breaking of any boundary,
of any natural or man-made lakes, reservoirs, ponds, brooks, rivers, streams, harbors, oceans or any
other body of water or watercourse, whether driven by wind or not, regardless of any other cause or
event that directly or indirectly:
• contributes concurrently to; or
• contributes in any sequence to,
the loss or damage, even if such other cause or event would otherwise be covered,
This Flood exclusion does not apply to ensuing loss or damage caused by or resulting from a
specified peril.
Fungus
Property Insurance
This insurance does not apply to loss or damage,
• which is fungus;
• which is in anyway attributed to the presence of fungus; or
• caused by or resulting from fungus,
regardless of any 'other cause or event that directly or indirectly;
• contributes concurrently to; or
Force 80-02-1000 (Rev. 6-05) Contract
Page 19 of29
Addilaanal Exclusions
Fungus
{continued}
Pollutants
Property Insurance
• contributes in any sequence to,
the loss or damage, even if such cause or event would otherwise be covered.
This Fungus exclusion does not apply:
A, when the presence of fungus results from:
1. explosion;
2, fire;
3. leakage from fire protection equipment; or
4, lightning; or
B. to the extent insurance is provided under the Fungus Clean-up Or Removal Premises
Coverage,
This insurance does not apply to loss or damage caused by or resulting .from the mixture of or
contact between property and a pollutant when such mixture or contact causes the property to be
impure and harmful to:
• itself or other property;
• persons, animals or plants;
• land, water or air; or
• any other part of an environment,
either inside or outside of a building or other structure, regardless of any other cause or event that
directly or indirectly:
contributes concurrently to; or
• contributes in any sequence to,
the loss or damage, even if such other cause or event would otherwise be covered.
This Pollutants exclusion does not apply to:
A. the mixture of or contact between property and pollutants if the mixture or contact is directly
caused by or directly results from a specified peril;
B, any solid, liquid or gas used to suppress fire; or
C. water,
Paragraphs B and C do not apply to loss or damage involving:
viruses or pathogens; or
ammonia.
Form 80-02-1000 (Ray. 6-05) Contract
Page 20 of 29
17-HLIBBm
Additional Exclusions
(continued)
Settling
Building And Personal Properly
This insurance does not apply to loss or damage caused by or resulting from settling, cracking,
shrinking, bulging or expansion of land, paved or concrete surfaces, foundations, pools, buildm
other structures.
This Settling exclusion does not apply to ensuing loss or damage caused by or resulting from a
specified perp.
0
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Limits of Insurance Except as provided under Fungus Clean-up Or Removal and Pollutant Clean-up Or Removal, the
most we will pay in any occurrence is the amount of loss or damage, not to exceed the applicable
Lhiiit Of Insurance shown in the Declarations.
If any Premises Coverage or Additional Coverage appears in more than one contract which form a
part of this policy, unless otherwise specified, the applicable Limit Of Insurance shown in the
Declarations for such coverages is the most we will pay in any occurrence, regardless of the
number of contracts in which such Premises Coverage or Additional Coverage appears.
Building Extended Limit
Of Insurance
If an Extended Limit Of Insurance for Building is shown in the Declarations, the most we will pay
in any occurrence is the amount of loss or damage, not to exceed 125% of the applicable Limit Of
Insurance for Building shown ha the Declarations.
The Extended Limit Of Insurance for Building:
• applies only to a premises shown in the Declarations for which the Extended Limit Of
Insurance is shown; and
• does not apply to any Limit Of Insurance applicable to more than one building or building
and any other coverage combined.
Automatic Increase !n The Limits Of Insurance for Building or Personal Property will automatically increase by the annual
Limits percentage shown in the Declarations under Automatic Increase In Limits, At the time of loss or
damage, the amount of increase will be determined by multiplying the applicable Limit Of
Insurance shown in the Declarations by the percentage of annual increase applied on a pro rata
basis,
This Automatic Increase In Limits:
A. applies only to a premises shown in the Declarations for which the Automatic Increase In
Limits is shown; and
B. does not apply to any Limit of Insurance applicable to:
1. more than one building;
2. personal property in more than one building;
3, building and personal property combined; or
4. building or personal property combined with any other coverage.
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'Property Insurance
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Form 80-02-1000 (R .v. s -O) contract
Page 21 of 29
Deductible
Subject to the applicable Limit Of Insurance, we will pay the amount of loss or damage, after
application of Coinsurance if applicable, in excess of the applicable deductible amount shown in the
Declarations foreach occurrence.
If two or more deductibles apply to the same occurrence, only the largest single deductible will
apply, unless otherwise stated.
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Loss Payment Basis The following Loss Payment Basis provisions apply to all coverages contained within this contract,
unless otherwise stated,
Subject to the applicable Limit Of Insurance shown in the Declarations:
A. covered property is valued on a replacement cost basis as described` below, unless:
1. the Loss Payment Basis shown in the Declarations is Actual Cash Value; or
2, otherwise stated under Loss Payment Basis Exceptions; and
B, valuation also includes, for building or personal property, costs you incur as .described
below under Ordinance Or Law, Construction Fees, Brands And Labels and Extended
'Warranties.
Our Loss Payment In the event of loss or damage covered by this insurance, at our option, we will either:
Options
Replacement Cost Basis
Property Insurance
• pay the covered value of the lost or damaged covered property;
• pay the cost of repairing or replacing the lost or damaged covered property plus any reduction
in value of the repaired item;
• take all or any part of the covered property at an agreed or appraised value; or
• repair or replace the covered property with other such property of comparable material and
quality for the same use or occupancy,
Lost or damaged covered property will be valued at the cost to repair or replace such property at the
time of loss or damage, but not more than you actually spend to repair or replace such property at
the same or another location for the same use or occupancy. There is no deduction for physical
deterioration or depreciation.
If you replace the lost or damaged covered property, the valuation Will include customs dudes
incurred.
If you do not repair or replace the covered property, we will only pay as provided under Actual
Cash Value Basis.
If you commence the repair or replacement of the lost or damaged covered property within 24
months from the date of the loss or damage, we will pay you the difference between the actual cash
value previously paid and the lesser of the:
• replacement cost at the time of loss or damage; or
• actual costs you incur to repair or replace.
Payment under the Replacement Cost Basis will not be made until the completion of the repairs or
the replacement of the covered property,
Form 80.02-1000 (Rev. 6-05) Contract
Page 22 of 29
UBB°
Loss Payment Basis
(continued)
Actual Cash Value Basis
Ordinance Or Law
Building And Personal Property
If the Loss Payment Basis shown in the Declarations is Actual Cash Value, lost or damaged
covered property will be valued at the cost to repair or replace such property at the time of loss or
damage with material of like kind and quality, less allowance for each of the following;
physical deterioration;
physical depreciation;
obsolescence; and
depletion.
If there is an ordinance or law in effect at the time of loss or damage that regulates zoning, land use
or construction of a building or personal property, and if that ordinance or law affects the repair or
replacement of the lost or damaged building or personal property, and if you;
A, repair or replace the building or personal property as soon as reasonably possible, the
valuation will include;
1, a. the replacement cost of the damaged and undamaged portions of the building or
personal property; or
b, the actual cash value of the damaged and undamaged portions of the building or
personal property (if the applicable Loss Payment Basis shown in the
Declarations is Actual Cash Value);
2, the costs to demolish and clear the site of the undamaged portion of the building or
personal property; and
3. the increased cost to repair or replace the building to the satne general size at the same
site or personal property for the same general use, to the minimum standards of such
ordinance or law, except we will not include any costs:
a. for land, water or air, either inside or outside of a building;
b. for paved or concrete surfaces, retaining walls, foundations or supports below
the surface of the lowest floor or basement, unless specifically covered by this
policy, or outdoor trees, shrubs, plants or lawns;
c, incurred outside the legal property boundary of the premises shown in the
Declarations;
d, If building or personal property is valued on an actual cash value basis; or
e. attributable to any ordinance or law that you were required to, but failed to,
comply with before the loss; or
B. do not repair or replace the building or personal property, the valuation will include:
1. the actual cash value of the damaged and undamaged portions of the building or
personal property; and
2. the cost to demolish and clear the site of the undamaged portion of the building or
personal property,
When direct. physical loss or damage is caused by or results from both;
• a peril not otherwise excluded; and
Property Insurance
Form 80.02.1000 (Rev. 6.05) Contract Page 29 of 29
Loss Payment Basis
Ordinance Or Law
(continued)
Construction Fees
Brands And Labels
Property Insurance
• an excluded peril,
the valuation will not include the Ordinance Or Law costs attributable to the excluded peril, Instead,
the valuation will be based on that portion of such costs equal to the proportion that the covered
direct physical loss or damage bears to the total direct physical loss or damage, not including
Ordinance Or Law costs, unless the Ordinance Or Law applies solely to that portion of the building
or personal property which suffered the covered direct physical loss or damage,
This Loss Payment Basis does not apply to;
• any costs for undamaged tenant's improvements and betterments that are payable under
the Leasehold Interest n Undamaged Tenant's Improvements and Betterments Premises
Coverage;
• any increase in costs, loss or damage associated with the enforcement of any ordinance or law
that requires any insured or others to test for, monitor, clean up, remove, contain, treat,
detoxify or neutralize, or in any way respond to, or assess the effects of fungus or pollutants;
or
• loos or damage caused by or resulting from fire which ensues from nuclear reaction or
radiation, or radioactive contamination,
regardless of any other cause or event that directly or indirectly;
• contributes concurrently to; or
• contributes in any sequence to,
the loss or damage, even if such other cause or event would otherwise be covered.
This Ordinance Or Law Loss Payment Basis does not apply to the Fungus Clean-up Or Removal
Premises Coverage or Pollutant Clean-up Or Removal Premises Coverage,
If a maximum value for ordinance or law is shown in the Declarations, then, subject to the
applicable Limits Of Insurance shown in the Declarations, such maximum value is the most we will
consider under Ordinance Or Law,
Building and personal property valuation includes necessary and incurred architectural,
engineering, consulting, decorating and supervisory fees related to the construction and repair of the
lost or damaged building and personal property.
Personal property valuation includes the cost of:
• replacing labels, capsules, wrappers or containers from lost or damaged personal property;
or
• identifying and reconditioning lost or damaged personal property.
In the event of loss or damage to stock, you have two options when;
• you do not want to sell your lost or damaged stock under your brand or label; or
• the owner of any lost or damaged stock in your care, custody or control does not want to sell
that lost or damaged stock under the owner's brand or label,
even though the lost or damaged stock has salvage value, you may,
• remove the brand or label and then relabel the lost or damaged stock to comply with the law;
or
Form 80-02-1000 (Rev. 6-05) Contract
Page 24 at 29
CH U B B°
Loss Payment Basis
Brands And Labels
(continued)
Extended Warranties
Loss Payment Basis
Exceptions
Accounts Receivable
Records And Valuable
Papers
Deferred Payments
Building And Personal Properly
label the lost or damaged stock as "salvage" but, in doing so, cause no further loss or damage
to the stock,
In either case, the personal property valuation will include the difference between:
the salvage value of the lost or damaged stock with the brand or label attached; and
• the salvage value of the lost or damaged stock with the brand or label removed.
Personal property or building components valuation includes the pro rata portion of the original
cost based on the period of time remaining in your nonrefundable extended warranties, maintenance
contracts or service contracts that you purchased and which are no longer valid on lost or damaged:
• personal property; or
• building components consisting of permanently installed, or intended to be permanently
installed, machinery and equipment,
that you •repair or replace.
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Accounts receivable records and valuable papers, are valued based on the cost of blank materials
and the cost of copying from a duplicate source on the same type of materials.
When a total loss occurs, coverage for Deferred Payments is valued based on the amount shown on
your books as due from the buyer.
When partial loss or damage occurs and the buyer refuses to continue payment, forcing you to
repossess, coverage for Deferred Payments will be valued as follows:
If the realized value of the repossessed personal property is:
• greater than or equal to the amount shown on your books as due from the buyer, we will
make no payment; or
less than the amount shown on your books as due from the buyer, we will pay the difference,
less any amount that was past due by more than 30 days.
Finished Stock And Sold Finished stock and sold personal property completed and awaiting delivery are valued based on
Personal Property your selling priceless the value of discounts and costs you would have incurred.
Property Insurance
Farm 80-02-1000 (Rev. 6-05) Contract
Page 26 of29
Loss Payment Basis
Exceptions
(continued)
Gold, Gold Salts And
Other Precious Metals
Nuclear Hazard
Personal Property Of
Others, Business
Personal Property You
Lease And Personal
Property Of Employees
Research And
Development Property
Research And
Development Property
Of Others
Stock In Process
Undamaged Tenant's
Improvements And
Betterments
;..a. :TT,
Property lnauranca
Gold, gold salts and other precious metals are valued based on the average market cost for
replacement as published by the American Metals Market during the period of Id business days
immediately preceding the date of loss or damage, or the actual sum you pay for replacement,
whichever is less,
Building, personal property, personal property of employees, or research and development
property which suffers direct .physical loss or damage caused by or resulting from fire which
ensues from nuclear reaction or radiation, or radioactive contamination, is valued on an actual cash
value basis, subject to all other exceptions described under Loss Payment Basis Exceptions,
Personal property of others, business personal property you lease and personal property of
employees are valued on the same basis as personal property, subject to all other exceptions
described under Loss Payment Basis Exceptions, but we will not pay more than the amount for
which you are contractually liable,
Labor, materials and services that you furnish or arrange an personal property of others, business
personal property you lease and personal property of employees are valued based on the actual
cost of the labor, materials and services,
If lost or damaged research and development property;
• cannot be repaired, replaced, or reproduced; or
• is not replaced or reproduced,
no payment will be made under this insurance.
Research and development property not owned by you is valued on the same basis as your
research and development property, subject to all other exceptions described under Loss
Payment Basis Exceptions, but we will not pay more than the amount for which you are
contractually liable,
Stock in process is valued based on the cost of raw materials and costs expended as of the date of
loss or damage.
Undamaged tenant's improvements and betterments are valued based on;
the cost to replace undamaged tenant's improvements and betterments at the time of loss
or damage at another site if you commence replacement within 24 months following the
termination of your lease; or
the unamortized.portion of their original cost to you if you do not replace undamaged
tenant's Improvements and betterments,
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ta 11
Form 80-02-1000 (Roy, 6-08) Contract
Pago 26 of29
CHUBB°
Loss Payment
Limitations
Electronic Data
Loss Of Market
Prototypes
Building And Personal Property
We will not pay for any loss or damage to electronic data, unless such loss or damage is caused by
or results from:
aircraft;
explosion;
falling objects;
fire;
freezing;
leakage from fire protection equipment;
• lightning;
• riot or civil commotion;
• sinkhole collapse;
• smoke;
• vehicles;
• weight of snow; or
• windstorm or hail,
We will not pay for any loss or damage that results from loss of market, loss of use or delay.
When production of a new product begins, coverage under this contract ceases for:
•
the prototype of that product; and
• the research project directly associated with the new product.
Tenant's Improvements We will not pay for that part of any lost or damaged tenant's improvements and betterments
And Betterments which is paid by others.
Suspension, Lapse Or Leasehold Interest insurance does not apply to loss caused by or resulting from the suspension, lapse
Cancellation Of Any or cancellation of any license.
License
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Form 80-02-1000 (Rev. 6-05) Contract Page 27 of 29
Conditions (Inc uding The conditions o_plicable to this contract are contained in the Property/Business Income Conditions
Coverage Territory) And Definitions form included in this policy, Any additional conditions are shown in the Additional
Conditions section of this contract,
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Addiilonsl Condition
Building.Or Personal
Property Coinsurance
Property Insurance
Coinsurance applies to building or personal property only when a coinsurance percentage under
Building or Personal Property is shown in the Declarations.
Coinsurance does not apply to:
• personal property or building components while in transit;
• building or personal property at any premises not shown in the Declarations; or
• any covered loss of $100,000 or less.
If coinsurance applies, our maximum loss payment will be determined as follows:
A. determine the value of the covered building or personal property at the time of loss or
damage in accordance with the applicable Loss Payment Basis as provided under Loss
Payment Basis;
B. multiply the value determined in step A, by the applicable coinsurance percentage shown in
the Declarations;
C, divide the applicable Limit Of Insurance for Building or Personal Property shown in the
Declarations by the amount determined in step B,;
D. multiply the total amount of the covered loss or damage, before the application of any
deductible, by the percentage determined in step C.; and
E. subtract the deductible from the amount determined in step D.
The amount determined in step E, is the most we will pay for loss or damage, not to exceed the
applicable Limit Of Insurance for Building or Personal Property shown in the Declarations,
If coinsurance applies and the building or personal property is valued on a replacement cost basis
and if you do not repair or replace the building or personal property, we will pay you the lesser of;
the actual cash value of the lost or damaged building or personal property; or
the replacement cost of the lost or damaged building or personal property after application
of coinsurance.
If you commence the repair or replacement of the lost or damaged building or personal property
within 24 months from the date of the loss or darnage, and if the payment made above was on an
actual cash value basis, then we will pay the difference between the previous payment and the lesser
of the replacement cost of the lost or damaged building or personal property at the time of:
• loss or damage; or
• actual replacement,
after the application of coinsurance.
Farm 80-02.1000 (Rev. 8-05) Contract Page a8 0129
CHUBB°
Additional Condition
Building Or Personal
Property Coinsurance
(continued)
Building And Personal Property
Coinsurance will apply to the total values of all building and personal property if one Limit Of
Insurance for Building or Personal Property applies to:
more than one building;
personal property at more than one premises; or
• buildings and personal property at one or more premises.
If personal property is insured with a separate Limit Of Insurance for personal property at each
premises, you may elect to have coinsurance applied in either of the following ways at the time of
loss or damage:
• at the premises where the loss occurred; or
• based on the total value of all personal property at all premises where a Limit Of Insurance
for Personal Property is shown in the Declarations.
If the application of coinsurance results in a penalty to you, at the time of loss adjustment, you may
change the Loss Payment Basis from a replacement cost basis to an actual cash value basis, if such
action will increase your loss payment and reduce the coinsurance penalty.
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Definitions The definitions applicable to this contract are contained in the Property/Business Income Conditions
And Definitions form included in this policy.
Property Insurance
Form 60-02-1000 (Rev. 6-05) Contract Page 29 of 29