Loading...
HomeMy WebLinkAboutAGMT - Dekra-Lite (Christmas)PROFESSIONAL i SERVICES I i I Between AGREEMENT City of Seal Beach 21 � 8th Street Seal Beach, CA 90740 & Dekra -Lite 3102 W. Alton Ave Santa Ana, CA 92704 (714) 436 -0705 This Professional Service Agreement ( "the Agreement ") is made as of October 23, 2018 (the "Effective Date "), by and between Dekra -Lite ( "Contractor "), a Contractor, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). ECITALS A. City desires certain professional services. B. Contractor represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. REEMENT 1.0 Scope of Services 1.1. Contractor shall provi I de those services ( "Services ") set forth in the attached Exhibit A, which is hereby,' incorporated by this reference. To the extent that there is any conflict between i Exhibit A and this Agreement, this Agreement shall control. 1.2. Contractor shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in !a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law. 1.4. Contractor will not bl compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 3 months unless previously terminated as provided by this Agreement. 3.0 Contractor's Compensatiol City will pay Contractor in accorda i ce with the lump sum shown on the proposal in Exhibit A for Services but in no event will the City pay more than $12,093.15. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with thle fee schedule set forth in Exhibit A. 2 of 9 4.0 Method of Payment 4.1. Contractor shall submit to City monthly invoices for all services rendered pursuant to this Agreeme j t. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor. I 4.2. Upon 24 -hour notice from City, Contractor shall allow City or City's agents or representatives to inspect at Contractor's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Contractor in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The Director of Public Works is the City's representative for purposes of this Agreement. 6.2. Jeff Lopez is the Contractor's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted I or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: 3of9 To City: To Contractor: 7.2. Actual notice shall I notice occurred, regardless of the 8.0 Independent Contractor 8.1. Contractor is an ind( City. All services provided purs Contractor or under its supervi methods, and details of perforr performing services under this AI be employees of City and shall City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager Dekra -Lite 3102 W. Alton Ave Santa Ana, CA 92704 Attn: Jeff Lopez deemed adequate notice on the date actual ethod of service. Indent contractor and not an employee of the nt to this Agreement shall be performed by in. Contractor will determine the means, ig the services. Any additional personnel cement on behalf of Contractor shall also not t all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and ,workers' compensation insurance. 8.2. Contractor shall indei officials, officers, employees, se serving as independent contractor: liability, damages, claims, costs an from Contractor's personnel practic the amount of any fees due to Con to City from Contractor as a result any reimbursement or indemnificati 9.0 Subcontractors nify and hold harmless City and its elected ants, designated volunteers, and agents in the role of City officials, from any and all expenses of any nature to the extent arising s. City shall have the right to offset against actor under this Agreement any amount due f Contractor's failure to promptly pay to City n arising under this Section. No portion of this Agreement shall be subcontracted without the prior written approval of the City. Contractor is fully responsible to City for the performance of any and all subcontractors. 4of9 i 10.0 Assignment Contractor shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required under this Section. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory tol the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Contractor shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII. I licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general) aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim /aggregate. i 11.3. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, 5of9 employees, agents and volunteers,ior if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractors or for which the Contractor is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded `to the City, its directors, officials, officers, employees, agents, and volunteers., 11.5. Any deductibles or s( approved by the City. Contracto either: (1) the insurer shall reduce retentions as respects the City, agents, and volunteers; or (2) the payment of losses and related inve defense expenses. insured retentions shall be declared to and guarantees that, at the option of the City, r eliminate such deductibles or self- insured Ls directors, officials, officers, employees, Dntractor shall procure a bond guaranteeing Ligation costs, claims and administrative and 12.0 Indemnification, Hold Harmless, and Duty to Defend Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property Ior persons, including wrongful death, in any manner arising out of or incident ito any acts or omissions of Contractor, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Contractor shall defend Indemnitees, at Contractor's own cost, expense, and risk, and shall pay and satisfy any judgment, award,I or decree that may be rendered against Indemnitees. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity 6of9 herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Contractor under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Contractor affirmatively represer Contractor shall not discriminal applicant for employment beca handicap, ancestry, sex, sexual includes, but is not limited to, upgrading, demotion, transfer, re termination. 14.0 Labor Certification that it is an equal opportunity employer. against any subcontractor, employee, or of race, religion, color, national origin, entation, or age. Such non - discrimination II activities related to initial employment, fitment or recruitment advertising, layoff, or By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers'lCompensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entirel agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed of the State of California. 18.0 No Third Party Rights No third party shall be deemed to as a result of this Agreement. and construed in accordance with the laws any rights hereunder against either party tZ.3F 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 1 20.0 Prohibited Interests; Conflict of Interest 20.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any mariner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 20.2. Contractor further warrants and maintains that it has not employed or retained any person or entity,` other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, `or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising) out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from :. the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the F representatives have executed above written. CITY OF SEAL BEACH in Works hereto, through their respective authorized Agreement as of the date and year first CONTRACTOR II- By: Public Name: Its: 9 of 9 ACORn® CERTIFICATE OF LIABILITY INSURANCE �/ I DAM 0/30/20118 10/30/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER United Agencies, Inc. One Post, Ste. 200 Irvine CA 92618 POUCYEFF MMIDDIYYYY CONTACT NAME: Jessica Helliwell PHONE FAX ac No Ext: 949 - 988 -7160 IaC, xop ADDREss: jhelliwell@ unitedagencies.com INSURER (S) AFFORDING COVERAGE NAIL 0 Y 60504012 INSURER A: United Fire & Casual Company 13021 41812019 EACH OCCURRENCE INSURED DEKRINO -01 Dekra -Cite Industries, Inc.; Lopez Living Trust 3102 W. Alton Ave INSURER B INSURER C: INSURER D: Santa Ana, CA 92704 -DAMAGE T RENTED PREMISES Ea occurrence INSURER E CLAIMS -MADE OCCUR INSURER F COVERAGES CERTIFICATE NUMBER: 508146654 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADOL SUDR POLICY NUMBER 1 POUCYEFF MMIDDIYYYY POLICY EXP MMIDD/YYYY LIMITS • GENERAL LIABILITY Y Y 60504012 I 41812018 41812019 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY -DAMAGE T RENTED PREMISES Ea occurrence $100,000 CLAIMS -MADE OCCUR MED EXP(My one person) $5,000 PERSONAL B ADV INJURY $1000,000 GENERAL AGGREGATE $2,000,000 GENL AGGREGATIE LIMIT APPLIES PER. PRODUCTS- COMPIOPAGG $2,000,000 X POLICY � X PRO X LOC IFCT $ • AUTOMOBILE LIABILITY Y Y fi0504m2 I 4182018 4/WD19 COMBINED SINGLE LIMIT Ea accitlent BODILY INJURY (Per person) _S1000000 $ X ANY AUTO ALL ONMED SCHEUULED AUTOS SAUTOS BODILY INJURY (Per accident) $ ROPED mDAMAGE $ X HIRED X AOTOSANED Leased /Rented Autos $160,000 X Deductible X $1000 • X UMBRELLA LIAR X OCCUR Y Y 60504012 418121118 4(8(2019 EACH OCCURRENCE ($2,000000 AGGREGATE $2,000,000 EXCESS LIAR CLAIMS -MADE DED RETENTION$ $ WORKERS COMPENSATION VIC STATU- OTH- AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNEWEXECUTIVE E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? � NIA (Mandatory in NH) EL DISEASE - EA EMPLOYE $ If yes, descdhe under DESCRIPTION OF OPERATIONS below E. L. DISEASE - POLICY LIMIT $ I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) As required by written contract with the named insured and as their interests may appear, certificate holders are named as Additional Insured per the endorsement attached with regards to the general liability. Primary & Non - Contributory wording applies per the attached endorsement with regards to the general liability. Blanket Waiver of Subrogation applies per the attached indorsement with regards to the general liability. Blanket Auto Liability Additional Insured is included as required by written endorsement. Blanket Waiver of Subrogation applies per the attached endorsement contract with the named insured prior to an occurrence per the attached with regards to the auto liability. Umbrella Liability policy is fallow form to the above referenced undedying coverages. See Attached... I City of Seal Beach 211 8th Street Seal Beach CA 90740 ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: DEKRIND -01 LOC #: A� o ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY United Agencies, Inc. NAMED INSURED Dekra -Lite Industries, Inc.:: Lopez Livina Trust 3102 W. Alton A_ Ave Santa Ana, CA 92704 POUCY NUMBER CARRIER NAIC CODE EFFECTNE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE note Copyright Laws apply to the Acord form prohibiting us from modifying the Cancellation clause. However, per United Agencies, Inc. procedures we y you within 30 days if said policy cancels for any reason other than non - payment. In the event that the policies cancel for non - payment, you will be within 10 days. ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy #60504012 I THIS ENDORSEMENT CHANGES Ti E POLICY BUSINESS AUTO ULTRA This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM COMMON POLICY CONDITIONS COVERAGE INDEX COMMERCIAL AUTO CA 71 09 01 17 PLEASE READ IT CAREFULLY. ENDORSEMENT DESCRIPTION PAGE Temporary Substitute Auto Physical Damage j 2 Broad Form Insured 2 Employee as Insureds 2 Additional Insured Status by Contract, Agreement !or Permit 2 Bail Bond Coverage 3 Loss of Earnings Coverage 3 Amended Fellow Employee Coverage 3 Towing and Labor I 3 Physical Damage Additional Transportation Expense Coverage 3 Extra Expense - Theft 1 3 Rental Reimbursement and Additional Transportation Expense 4 Personal Effects Coverage 4 Personal Property of Others 4 Locksmith Coverage 4 Vehicle Wrap Coverage t 5 Airbag Accidental Discharge 5 Audio, Visual and Data Electronic Equipment Coverage 5 Auto Loan /Lease Total Loss Protection 5 Glass Repair — Deductible Amendment 5 Amended Duties in the Event of Accident, Claim, Suit or Loss 6 Waiver of Subrogation Required by Contract 6 Unintentional Failure to Disclose j 6 Hired, Leased, Rented or Borrowed Auto Physical Damage 6 Mental Anguish 7 Extended Cancellation Condition 7 The COVERAGE INDEX set forth above is informational I l only and grants no coverage. Terms set forth in (Bold Italics) are likewise for information only and by themselves shall be deemed to grant no coverage. i CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 Policy #60504012 (Temporary Substitute Auto Physical Damage) A. TEMPORARY SUBSTITUTE AUTO PHYSICAL DAMAGE SECTION I - COVERED AUTOS, paragraph C. Certain Trailers, Mobile Equipment and Temporary Substitute Autos is amended by adding the following at the end of the existing language: If Physical Damage Coverage is provided under this Coverage form for an "auto' you own, the Physical Damage coverages provided for that owned "auto' are extended to any "auto" you do not own while used with the permission of its owner as a temporary substitute for the covered "auto" you own that is out of service because of its breakdown, repair, servicing, 'loss ", or destruction B. BROADENED LIABILITY COVERAGES SECTION II - LIABILITY COVERAGE in Paragraph A. Coverage at 1. Who Is An Insured is amended to include the following: (Broad Form Insured) d. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. e. Any organization that is acquired or formed by you, during the term of this policy and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (1) That is a joint venture or partnership, (2) That is an "insured" under any other policy, (3) That has exhausted its Limits of Insurance under any other policy, or (4) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation Coverage does not apply to "bodily injury' or "property damage" that results from an accident that occurred before you formed or acquired the organization. (Employee as Insureds) f. Any employee of yours while acting in the course of your business or your personal affairs while using a covered "auto" you do not own, hire or borrow. (Additional insured Status by Contract, Agreement or Permit) g. Any person or organization whom you are required to add as an additional insured on this policy under a written contract or agreement; but the written contract or agreement must be: (1) Currently in effect or becoming effective during the term of this policy; and (2) Executed prior to the "bodily injury" or "property damage." The additional insured status will apply only with respect to your liability for "bodily injury' or "property damage" which may be imputed to that person(s) or organization(s) directly arising out of the ownership, maintenance or use of the covered "autos" at the location(s) designated, if any. Coverage provided by this endorsement will not exceed the limits of liability required by the written contract or written agreement even if the limits of liability stated in the policy exceed those limits. This endorsement shall not increase the limits stated in Section 11. C. Limits of Insurance. For any covered "auto" you own this Coverage Form provides primary coverage. Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CA 71 09 01 17 Policy #60504012 C. BROADENED SUPPLEMENTARY PAYMENTS SECTION II. LIABILITY A. Coverage 2. Coverage EI tensions a. Supplementary Payments (2) and (4) are replaced by the following: (Bail Bond Coverage) (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to fumish these bonds. (Loss of Earnings Coverage) (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earning up to $500 a day because of time off from work. (Amended Fellow Employee Exclusion) D. AMENDED FELLOW EMPLOYEE EXCLUSION Only with respect to your "employees' who occupy positions which are supervisory in nature, SECTION II. LIABILITY B. Exclusion 5. Fellow Employee is replaced by: 5. Fellow Employee "Bodily Injury": a. To you, or your partners or members (if you are a partnership or joint venture), or to your members (if you are a limited liability company); b. To your "executive officers" and directors I(if you are an organization other than a partnership, joint venture, or limited liability company) but only with respect to performance of their duties as your officers or directors; c. For which there is an obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph a and b above; or d. Arising out of his or her providing or failing to provide professional health care services. For purposes of this endorsement, a position is deemed to be supervisory in nature if that person performs principle work which is substantially different) from that of his or her subordinates and has authority to hire, transfer, direct, discipline or discharge. E. BROADENED PHYSICAL DAMAGE COVERAGES SECTION III —PHYSICAL DAMAGE COVERAGE A. (Towing and Labor) 2. Towing is deleted and replaced with the following: 2. Towing and Labor We will pay towing and labor costs incurred, ul a. For private passenger type vehicles we wi b. For all other covered "auto's" we will pay L However, the labor must be performed at the 1 (Physical Damage Additional Transportation Expei 4. Coverage Extensions a. Transportation Expenses is amended to We will pay up to $60 per day to a maxim applicable. The following language is added to 4. Coverage Extei (Extra Expense — Theft) c. Theft Recovery Expense If you have purchased Comprehensive c returning that stolen auto to you. The limit is amended as follows: to the limits shown below, each time a covered "auto" is disabled: pay up to $100 per disablement. to $500 per disablement of disablement. Coverage) ide the following limits: of $1,800. All other terms and provisions of this section remain :rage on an "auto' that is stolen, we will pay the expense of this coverage extension is $5,000. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 I Policy #60504012 (Rental Reinrhursemeal and Additional Transportation Expense) d. Rental Reimbursement We will provide Rental Reimbursement and Additional Expense coverage only for those Physical Damage coverages for which a premium is shown in the Declarations or schedule pages. Coverage applies only to a ed "auto" (1) We will pay for auto rental expense and the expense incurred by you because of "loss" to remove and transfer your materials and equipment from a covered "auto" to a covered "auto" Payment applies in addition to the otherwise applicable coverage you have on a covered "auto" No deductible applies to this coverage. (2) We will pay only for expenses incurred during the policy period and beginning 24 hours after the `loss' and ending, regardless of the policy's expiration, with the lesser of the following number of days: (a) The number of days reasonably required to repair or replace the covered "auto." If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you, or (b) 30 days. (3) Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses incurred; or (b) $75 per day. (c) This coverage does not apply while there are spare or reserve "autos" available to you for your operations. (d) If "loss" results tram the total theft of a covered "auto" of the'private Dassenger or light truck type. we will pay under this coverage only that amount of your rental reimbursement expense which is not already provided for under the SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses. (Personal Effects Coverage) e. Personal Effects If you have purchased Comprehensive Coverage_ on_this - policy_for an "auto" you own and that "auto" is stolen, we will pay, without -application of a- deductible, up -to -$500 for Personal Effects stolen. -with the "auto'. The insurance provided under this provision is excess over any other collectible insurance. For this coverage extension, Personal Effects means tangible property that is worn or carried by an "insured ". (Personal Property of Others) f. Personal Property of Others We will pay up to $500 for loss to Personal property of others in or on your covered "auto" This coverage applies only in the event of "loss" to your covered "auto" caused by fire, lightning, explosion, theft, mischief or vandalism, the covered "auto's" collision with another object, or the covered "auto's' overturn. No deductibles apply to this coverage. (Locksmith Coverage) g. Locksmith Coverage We will pay up to $250 per occurrence for necessary locksmith services for keys locked inside a covered private passenger "auto ". The deductible is waived for these services. Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CA 71 09 01 17 Policy #60504012 (Vehicle Wrap Coverage) h. Vehicle Wrap Coverage If you have Comprehensive or Collision cash value of the "auto', we will pay up t "auto" at the time of total loss. Regardle: under this Vehicle Wrap Coverage for e signs or other graphics painted or magnel (Airbag Accidental Discharge) F. SECTION III — PHYSICAL DAMAGE COVERT language: If you have purchased Comprehensive or Colli: mechanical breakdown relating to the accidental auto you own and is excess of any other collectibl G. BROADENED LIMITS OF INSURANCE (Audio, Visual and Data Electronic Equipment Coo SECTION III — PHYSICAL DAMAGE COVERAGE — limits. b. Limits of $1,000 per loss" is increased I remain applicable. (Auto Loan/Lease Total Loss Protection) SECTION III — PHYSICAL DAMAGE COVERAGE language: 4. In the event of a total 'loss' to a covered "aut a loan or lease, we will pay any unpaid amour or penalties on the lease or loan for a covered a. The amount paid under the Physical Dam. b. Any: (1) Overdue lease / loan payments at the (2) Financial penalties imposed under a I (3) Security deposits not returned by the (4) Costs for extended warranties, Credit with the loan or lease; and (5) Carry-over balances from previous lo; (Glass Repair— Deductible Amendment) H. GLASS REPAIR — DEDUCTIBLE SECTION III — PHYSICAL DAMAGE COVERAGE — Any deductible shown in the Declarations as app damaged glass is repaired, rather than replaced. average on an "auto' that is a total loss, in addition to the actual $1,000 for vinyl vehicle wraps which are displayed on the covered of the number of autos deemed a total loss, the most we will pay one 'loss" is $5,000. For purposes of this coverage provision, ally affixed to the vehicle are not considered vehicle wraps. B. Exclusions is amended at 3. to include the following n Coverage under this policy, this exclusion does not apply to Discharge of an air bag. This coverage applies only to a covered insurance or warranty. No deductible applies to this coverage. Limit of Insurance at 1.b. is amended to provide the following $5,000 per 'loss'. All other terms and provisions of this section — C. Limit of Insurance is amended by adding the following shown in the Schedule pages, subject at the time of the 'loss' to due including up to a maximum of $500 for early termination fees uto" less: Coverage Section of the policy; and of the 'loss "; for excessive use, abnormal wear and tear or high mileage; Insurance, Health, Accident or Disability Insurance purchased or leases. Deductible is amended by adding the following: able to the covered "auto' will not apply to glass breakage if the CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 Policy #60504012 (Amended Duties in the Event of Accident, Claim, Suit or Loss) 1. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Under SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions , the following is added to paragraph 2. Duties In The Event of Accident, Suit or Loss: d. Knowledge of any "accident ", "claim ", "suit` or "loss" will be deemed knowledge by you when notice of such "accident ", "claim ", "suit" or "loss" has been received by: (1) You, if you are an individual; (2) Any partner or insurance manager if you are a partnership; (3) An executive officer or insurance manager, if you are a corporation; (4) Your members, managers or insurance manager, if you are a limited liability company; or (5) Your officials, trustees, board members or insurance manager, if you are a not - for - profit organization. (Waiver of Subrogation by Contract) J. WAIVER OF SUBROGATION REQUIRED BY CONTRACT Under SECTION IV, BUSINESS AUTO CONDITIONS, A. Loss Conditions S. Transfer of Rights of Recovery Against Others to Us the following language is added: However, we waive any rights of recovery we may have against the person or organization with whom you have agreed in writing in a contract, agreement or permit, to provide insurance such as is a ceded under the policy to which this endorsement is attached. This provision does not apply unless the written contract or written agreement has been executed, or permit has been issued, prior to the "bodily injury" or "property damage" (Unintentional Failure to Disclose) K. UNINTENTIONAL FAILURE TO DISCLOSE Under SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions , the following is added to 2. Concealment, Misrepresentation Or Fraud: Your unintentional error in disclosing, or failing to disclose, any material fact existing at the effective date of this Coverage Form, or during the policy period in connection with any additional hazards, will not prejudice your rights under this Coverage Form. (Hirer/, Leased, Rented or Borrowed Auto Physical Damage) L. HIRED, LEASED, RENTED OR BORROWED AUTO PHYSICAL DAMAGE Under SECTION IV — BUSINESS AUTO CONDITIONS B. General Conditions 5. Other Insurance Paragraph 5.b. is replaced by the following: b. (1) For "Comprehensive" and "Collision" Auto Physical Damage coverage provided by this endorsement, the following are deemed to be covered "autos" you own: (a) Any Covered "auto" you lease, hire, rent or borrow; and (b) Any Covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto" (2) Limit of Insurance For This Section The most we will pay for any one "loss" is the lesser of the following: (a) $75,000 per accident, or (b) actual cash value at the time of loss, or Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CA 71 09 01 17 Policy #60504012 Minus a $500 deductible. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total loss. No deductible applies to "loss" caused by fire or lightning. (3) This Hired Auto Physical Damage coverage is excess over any other collectible insurance. (4) Definitions For This Section (a) Comprehensive Coverage: from any cause except the covered "auto's" collision with another object or the covered "auto's" overturn. We will pay glass breakage, "loss" caused by hitting a bird or animal and, "loss' caused by falling objects or missiles. (b) Collision Coverage: caused by the covered "auto's" collision with another object or by the covered "auto's' overturn. I (Mental Anguish) M. MENTAL ANGUISH Under SECTION V — DEFINITIONS, C. is replaced by the following: C. "Bodily injury" means bodily injury, sickness or disease sustained by a person including mental anguish or death resulting from bodily injury, sickness, or disease. (Extended Cancellation Condition) N. EXTENDED CANCELLATION CONDITION Under CANCELLATION, of the COMMON POLICY b. 60 days before the effective date of can ONS form, item 2.b. is replaced by the following: if we cancel for any other reason. CA 71 09 01 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 Policy #60504012 CA 73 34 09 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. nu CO TRI 1 TO RYT OT'"ER S'IMA CE CONDITION PRIMARYAIYDI�VIY'VVtY1R16,iIVR� 'VIfICRItiJV��AI�VGVVNDI I This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following language replaces SECTION IV BUSINESS AUTO CONDITIONS Part B. General Conditions 5. Other Insurance c.: c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract ". This coverage will also be non - contributory if it is required by the terms of the "insured contract ". CA 73 34 09 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 POLICY NUMBER: 60504012 CG 20 10R 12 11 THIS ENDORSEMENT CHANGES i HE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (WITH LIMITED COMPLETED OPERATIONS COVERAGE) This endorsement modifies insurance provided COMMERCIAL GENERAL LIABILITY CO\ BUSINESSOWNERS COVERAGE FORM NAME OF PERSON OR ORGANIZATION Any person or organization to whom or to whi the named insured is obligated by a virtue c written contract to provide insurance that afforded by this policy. Where required contract, the officers, officials, employe directors, subsidiaries, partners, success( parents, divisions, architects, surveyors t engineers are included as additional insure All other entities, including but not limited agents, volunteers, servants, members t partnerships are included as additional insure if required by contract, only when acting wit the course and scope of their duties control and supervised by the primary (first) additic insured. If an Owner Controlled Insurar Program is involved, the coverage applies to site operations only. If the purpose of i endorsement is for bid purposes only, then coverage applies. WHO IS AN INSURED: (Section II) This section is amended to include as insured the person or organization within t scope of the qualifying language above, but of to the extent that the person or organization held liable for your acts or omissions in t course of "your work" for that person organization by or for you. The "produc completed operations hazard" portion of t policy coverage as respects the additioi insured does not apply to any work involving related to properties intended for residential habitational occupancy (other than apartment This clause does not affect the "produc completed operations" coverage provided to t named insured(s). WAIVER OF SUBROGATION: We waive any right of recovery, when requii by written contract, that we may have agai the person or organization within the scope the following: kGE PART SCHEDULE the qualifying language above because of payments we make for injury. LOCATION OF JOB: The job location must be within the State of domicile of the named insured, or within any contiguous State thereto. DESCRIPTION OF WORK: The type of work performed must be that as described under classifications in the CGL Coverage Part Declarations. PRIMARY CLAUSE: When this endorsement applies and when required by written contract, such insurance as is afforded by the general liability policy is primary insurance and other insurance shall be excess and shall not contribute to the insurance afforded by this endorsement. EXCLUSION This insurance provided to the additional insured does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of an architect's, engineer's or surveyor's rendering or failure to render any professional services, including: 1. The preparing, approving, or failing to prepare or approve, maps, designs, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications, and 2. Supervisory, inspection, architectural or engineering activities. Endorsement EFFECTIVE DATE: SEE DEC Endorsement EXPIRATION DATE: SEE DEC CG 20 1OR 1211 Includes copyrighted material of Insurance services Office, Inc., with its permission Page 1 of 1 Policy #60504012 CG 71 98 02 15 MANUFACTURERS LIABILITY EXTENSION ENDORSEMENT COMMERCIAL GENERAL LIABILITY EXTENSION ENDORSEMENT SUMMARY OF COVERAGES This is a summary of the various additional coverages and coverage modifications provided by this endor5ement. No coverage is provided by 4his summary_ • Extended Property Damage • Expanded Fire Legal Liability to include Explosion, Lightning and Sprinkler Leakage • Coverage for non -owned watercraft is extended to 51 feet in length • Property Damage - Borrowed Equipment • Property Damage Liability - Elevators • Coverage D - Voluntary Property Damage Coverage $10,000 Occurrence with a $25,000 Aggregate • Coverage E - Care, Custody and Control Property Damage Coverage $50,000 Occurrence with a $100,000 Aggregate - $500 Deductible • Coverage F - Electronic Data Liability Coverage - $50,000 • Coverage G - Product Recall Expense $50,000 Each Recall Limit with a $100,000 Aggregate - $1,000 Deductible • Coverage H - Water Damage Legal Liability - $25,000 • Increase in Supplementary Payments: Bail Bonds to $1,000 • Increase in Supplementary Payments: Loss of Earnings to $500 • For newly formed or acquired organizations - extend the reporting requirement to 180 days • Broadened Named Insured • Automatic Additional Insured - Owners, Lessees or Contractors - Automatic Status When Required in Construction Agreement With You • Automatic Additional Insured - Vendors • Automatic Additional Insured - Lessor of Leased Equipment Automatic Status When Required in Lease Agreement With You • Automatic Additional Insured - Managers or Lessor of Premises • Additional Insured - Engineers, Architects -or Surveyors Not Engaged by the Named insured • Additional Insured - Employee Injury to Another Employee • Automatically included - Aggregate Limits of Insurance (per location) "Automatically included - Aggregate Limits of Insurance (per project) • Knowledge of occurrence - Knowledge of an 'occurrence ", "claim or suit" by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee • Blanket Waiver of Subrogation • Liberalization Condition • Unintentional failure to disclose all hazards. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non - renewal. • Mobile equipment to include snow removal, road maintenance and street cleaning equipment less than 1,000 Ibs GVW • Bodily Injury Redefined REFER TO THE ACTUAL ENDORSEMENT FOLLOWING ON PAGES 2 THROUGH 12 FOR CHANGES AFFECTING YOUR INSURANCE PROTECTION CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 12 Policy #60504012 CG 71 98 02 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MANUFACTURERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I -COVERAGES A. The following changes are made at COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Extended Property Damage At 2. Exclusions exclusion a. Expected or In "Bodily injury" or "property damage" expected not apply to "bodily injury" or 'property damag property. 2. Expanded Fire Legal Liability At 2. Exclusions the last paragraph is deleted Exclusions c. through n. do not apply to dan explosion, or lightning or sprinkler leakage to permission of this owner. A separate limit of LIMITS OF INSURANCE. 3. Non -Owned Watercraft ded Injury is replaced with the following: intended from the standpoint of the insured. This exclusion does resulting from the use of reasonable force to protect persons or replaced by the following: by fire, explosion, lightning, smoke resulting from such fire, ises while rented to you or temporarily occupied by you with 3nce applies to this coverage as described in SECTION III - At 2. Exclusions exclusion g. Aircraft, Auto Or Watercraft (2) (a) is deleted and replaced by the following: (a) Less than 51 feet long, 4. Property Damage — Borrowed Equipment At 2. Exclusions the following is added to paragraph (4) of exclusion j. Damage To Property: This exclusion does not apply to 'property damage" to borrowed equipment while at a jobsite and while not being used to perform operations. The most we will pay for "property damage" to any one piece of borrowed equipment under this coverage is $25,000 per occurrence. The insurance afforded under this provision is excess over any valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, contingent or on any other basis. 5. Property Damage Liability — Elevators At 2. Exclusions the following is added to paragraphs (3), (4) and (6) of exclusion j. Damage To Property: This exclusion does not apply to "property damage" resulting from the use of elevators. However, any insurance provided for such "property damage" is excess over any valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, contingent or on any other basis. B. The following coverages are added: 1. COVERAGE D - VOLUNTARY PROPERTY DAMAGE COVERAGE I "Property damage" to property of others caused by the insured: a. While in your possession, or b. Arising out of "your work'. Coverage applies at the request of the insured, whether or not the insured is legally obligated to pay. For the purposes of this Voluntary Property Damage Coverage only: Exclusion j. Damage to Property is deleted and replaced by the following: CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 12 Policy #60504012 CG 71 98 02 15 j. Damage to Property "Property damage" to: (1) Property held by the insured for servicing, repair, storage or sale at premises you own, rent, lease, aoerate or use: (2) Property transported by or damage caused by any "automobile ", "watercraft' or "aircraft" you own, hire or lease, (3) Property you own, rent, lease, borrow or use. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE For the purposes of this Voluntary Property Damage Coverage, our right and duty to defend ends when we have paid rho I imit of Liability or the Aggregate Limit . for this coverage. 2. COVERAGE E - CARE, CUSTODY AND CONTROL PROPERTY DAMAGE COVERAGE For the purpose of this Care, Custody and Control Property Damage Coverage only: a. Item (4) of Exclusion j. does not apply. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE For the purposes of this Care, Custody and Control Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for this coverage. 3. COVERAGE F - ELECTRONIC DATA LIABILITY COVERAGE For the purposes of this Electronic Data Liability Coverage only: a. Exclusion p. of Coverage A - Bodily Injury And Property Damage Liability in Section I - Coverages is replaced by the following: 2. Exclusions This insurance does not apply to: p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data" that does not result from physical injury -to tangible property. However, this exclusion does not apply to liability for damages because of "bodily injury" b. "Property Damage" means: (1) Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or (21 Loss of use of tangible Drooertv that is not phvsically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it, or (3) Loss of, loss of use of, damage to, corruption of, inability to access or inability to properly manipulate "electronic data ", resulting from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this Electronic Data Liability Coverage, "electronic data" is not tangible property. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE 4. COVERAGE G - PRODUCT RECALL EXPENSE a. Insuring Agreement - -(1)- We-will- pay -90 °l0 of- "produci-recaii-expense" -you- incur -as d result -of -a " product - recall'- you- iritiate during- - -- - the coverage period. (2) We will only pay for "product recall expense" arising out of "your products" which have been physically relinquished to others. (3) Exclusion j. does not apply to "customer consequential loss of profit expense ". CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 12 Policy #60504012 CG 71 98 02 15 (4) We will pay for "loss of your profit' caused by a covered "product recall expense The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE b. Exclusions This insurance does not apply to 'product recall expense" arising out of: (1) Any fact, circumstance or situation whIich existed at the inception date of the policy and which you were aware of, or could reasonably have foreseen that would have resulted in a 'product recall'. (2) Deterioration, decomposition or transformation of a chemical nature, except if caused by an error in the manufacture, design, processing, storage, or transportation of "your product'. 1 (3) The withdrawal of similar products or batches that are not defective, when a defect in another product or batch has been found. (4) Acts, errors or omissions of any of yl employees, done with prior knowledge of any of your officers or directors. (5) Inherent vice, meaning a natural condition of property that causes it to deteriorate or become damaged. (6) 'Bodily Injury" or "Property Damage'. (7) Failure of "your product' to accomplishi its intended purpose, including any breach of warranty of fitness, quality, efficacy or efficiency, whether written or implied. (8) Loss of reputation, customer faith or approval, or any costs incurred to regain customer market, or any other consequential damages. (9) Legal fees or expenses. (10) Damages claimed for any loss, cost i ir expense incurred by you or others for the loss of use of "your product". (11) "Product recall expense" arising from the 'product recall" of any of "your products" for which coverage is excluded by endorsement. (12) Any 'product recall" initiated due to the expiration of the designated shelf life of "your product'. (13) Caprice or whim of the insured. 5. COVERAGE H -WATER DAMAGE LEGAL LIABILITY The Insurance provided under Coverage H (Section 1) applies to 'property damage' arising out of water damage to premises that are both rented to and occupied by you. The Limit under this coverage shall not be in addition to the Damage To Premises Rented To You Limit. The amount we will pay is limited as described I below in SECTION III - LIMITS OF INSURANCE C. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B is amended: 1. To read SUPPLEMENTARY PAYMENTS 2. Bail Bonds Item 1.b. is amended as follows: b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 3. Loss of Earnings Item t.d. is amended as follows: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $500 a day because of time off from work. 4. The following language is added to Item 1. However, we shall have none of the duties set forth above when this insurance applies only for Voluntary Property Damage Coverage and /or Care, Custody or Control Property Damage Coverage and we have paid the Limit of Liability or the Aggregate Limit for these coverages. CG 71 98 02 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 12 Policy #60504012 CG 71 98 02 15 SECTION II -WHO IS AN INSURED A. The following change is made: Extended Reporting Requirements item 3.a. is deleted and replaced by the following a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. The following provisions are added: 4. BROAD FORM NAMED INSURED Item 11 is added as follows: f. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period only if there is no other similar insurance available to that entity. However: (1) Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired more than 50 percent of the voting stock; and (2) Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired more than 50 percent of the voting stock. 5. Additional Insured - Owners, Lessees or Contractors - Automatic Status When Required in Construction or Service Agreement With You a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an insured additional inred g your m an inciirorl, Sitrh nAmnn nr ornanizatinn is an ndfiitinnal imiired nnly e c„ with respect to your liability for "bodily injury', 'property damage' or "personal and advertising injury' which may be imputed to that person or organization directly arising out of: 1. Your ads or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. 'Bodily injury", 'property damage" or 'personal and advertising injury' arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence' which caused the "bodily injury" or 'property damage', or the offense which caused the 'personal and advertising injury', involved the rendering of or the failure to render any professional architectural, engineering or _________surveying services. 2. 'Bodily injury' or "property damage" occurring after: a. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed, or CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 12 Policy #60504012 CG 71 98 02 15 b. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part; of the same project. 6. Additional Insured - Vendors a. Any person(s) or organization(s) (referred to throughout this additional coverage as vendor), but only with respect to "bodily injury" or "property damage ", which may be imputed to that person(s) or organization(s) arising out of "your products" shown with the Schedule which are distributed or sold in the regular course of the vendor's business is an insured. However: (1) The insurance afforded to such vendor, only applies to the extent permitted by law; and (2) If coverage provided to the vendor is vendor will not be broader than that such vendor. b. With respect to the insurance afforded to (1) This insurance afforded the vendor do (a) "Bodily injury" or "property damac the assumption of liability in a cc damages that the vendor would h (b) Any express warranty unauthorize (c) Any physical or chemical change (d) Repackaging, except when unpac the substitution of parts under i original container. (e) Any failure to make such inspect make or normally undertakes tc distribution or sale of products. (f) Demonstration, installation, servic vendor's premises in connection v (g) Products which, after distribution container, part or ingredient of am (h) "Bodily injury" or "property damac or omissions or those of its emplc does not apply to: L The exceptions contained in ii. Such inspections, adjustment: undertakes to make in the usi the products. �d by a contract or agreement, the insurance afforded to such you are required by the contract or agreement to provide for :se vendors, the following additional exclusions apply: not apply to: for which the vendor is obligated to pay damages by reason of ract or agreement. This exclusion does not apply to liability for a in the absence of the contract or agreement; by you, the product made intentionally by the vendor; .d solely for the purpose of inspection, demonstration, testing, or tructions from the manufacturer, and then repackaged in the ns, adjustments, tests or servicing as the vendor has agreed to make in the usual course of business, in connection with the ig or repair operations, except such operations performed at the th the sale of the product. or sale by you, have been labeled or relabeled or used as a other thing or substance by or for the vendor. arising out of the sole negligence of the vendor for its own acts (ees or anyone else acting on its behalf. However, this exclusion )- paragraphs d. or f.; or tests or servicing as the vendor has agreed to make or normally course of business, in connection with the distribution or sale of (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 7. Additional Insured — Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You a. Any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in writing in a contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an insured only with respect to your liability for "bodily injury") "property damage" or "personal and advertising injury" directly arising out of the maintenance, operation or use of equipment leased to you, which may be imputed to such person or organization as the lessor of equipment. CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 12 Policy #60504012 CG 71 98 02 15 However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional inSUred. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any '.occurrence" which takes place after the equipment lease expires. 8. Additional Insured — Managers or Lessors of Premises a. Any person(s) or organization(s), but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) afforded coverage by this additional coverage. However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law, and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 9. Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured a. Any architects, engineers or surveyors who are not engaged by you are insureds, but only with respect to liability for "bodily injury' or "property damage" or "personal and advertising injury" which may be imputed to that architect, engineer or surveyor arising out of: (1) Your acts or omissions, or (2) Your acts or omissions of those acting on your behalf; in the performance of your ongoing operations performed by you or on your behalf. But only if such architects, engineers or surveyors, while not engaged by you, are contractually required to be added as an additional insured to your policy. However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. b. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services, including: (1) The preparing, approving, or failing to prepare or approve, maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (2) Supervisory, inspection or engineering services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage ", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services. CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 12 Policy #60504012 CG 71 98 02 15 10. Additional Insured - Employee Injury to Another Employee With respect to your "employees" who occupy (positions which are supervisory in nature: Paragraph 2.a.(1) of SECTION II — WHO IS A NAMED INSURED is amended to read: a. 'Bodily injury' or "personal and advertising injury' (1) To you, to your partners or members (if you are a partnership or joint venture), or to your members (if you are a limited liability company); (2) For which there is any obligation to because of the injury described in pt (3) Arising out of his or her providing or deleted. For the purpose of this Item 10 only, a p principle work which is substantially diff direct, discipline or discharge. damages with or repay someone else who must pay damages )h (1)(a) above, or to provide professional healthcare services. Paragraph 3.a. is i is deemed to be supervisory in nature if that person performs from that of his or her subordinates and has authority to hire, 11. Extension of Insured Status to Premises Owner Who is an insured is amended to include as an insured the premises owner that has leased or rented their premises to the named insured, but only for liability exposure such person or organization may have as the lessor of the designated premises per written contract with the named insured and only for so long as you actually occupy those premises. I A. The following Items are deleted and replaced by the following: 2. The General Aggregate Limit is the most we a. Medical expenses under Coverage C; b. Damages under Coverage A, except d: the 'products- completed operations haz< c. Damages under Coverage B; and d. Damages under Coverage H. 3. The Products - Completed Operations Aggre because of 'bodily injury' and 'property da Coverage G. pay for the sum of: es because of "bodily injury" or 'property damage' included in and Limit is the most we will pay under Coverage A for damages " included in the 'products- completed operations hazard" and 6. Subject to 5. above, the Damage to Premises IRented to You Limit is the most we will pay under Coverage A for damages because of 'property damage" to any one premises, while rented to you, or in the case of damage by fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning or sprinkler leakage while rented to you or temporarily occupied by you with permission of the owner. B. The following are added: 8. Subject to Paragraph 5. of SECTION III — LIMITS OF INSURANCE $25,000 is the most we will pay under Coverage H for Water Damage Legal Liability. 9. Coverage G - Product Recall Expense Aggregate Limit $100,000 Each Product Recall Limit $50,000 a. The Aggregate Limit shown above is the most we will pay for the sum of all 'product recall expense" you incur as a result of all 'product recalls" you initiate during the endorsement period. CG 711 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 12 Policy 960504012 CG 71 98 02 15 b. The Each Product Recall Limit shown above is the most we will pay, subject to the Aggregate and $1,000 deductible, for "product recall expense" you incur for any one "product recall" you initiate during the endorsement period. $25,000 is the most we will pay for "customer consequential loss of profit expense" for any one "product recall ". $25,000 is the most we will pay for "loss of your profit" for any one "product recall" We will only pay for the amount of Product Recall Expenses which are in excess of the deductible amount. The deductible applies separately to each Product Recall. The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. 10. Aggregate Limits of Insurance (Per Location) The General Aggregate Limit applies separately to each of your "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right -of -way of a railroad. 11. Aggregate Limits of insurance (Per Project) The General Aggregate Limit applies separately to each of your projects away from premises owned by or rented to you. 12. With respects to the insurance afforded to additional insureds afforded coverage by items 5 through 10 of SECTION 11 — WHO IS AN INSURED above, the following is added: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; b. Available under the applicable Limits of Insurance shown in the Declarations; Whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 13. Subject to S. of SECTION 111 — LIMITS OF INSURANCE, a $10,000 "occurrence" limit and a $25,000 "aggregate" limit is the most we will pay under Coverage A for damages because of "property damage" covered under Coverage D - Voluntary Property Damage Coverage. For the purposes of this Voluntary Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for this coverage. 14. Subject to S. of SECTION III — LIMITS OF INSURANCE, a $50,000 "occurrence" limit and a $100,000 "aggregate" limit is the most we will pay under Coverage E - Care, Custody and Control Coverage regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits ". Deductible - Our obligation to pay damages on your behalf applies only to the amount of damages in excess of $500. This deductible applies to all damages because of "property damage" as the result of any one "occurrence" regardless of the number of persons or organizations who sustain damages because of that "occurrence ". We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 12 Policy #60504012 CG 71 98 02 15 As respects this coverage "Aggregate" is the maximum amount we will pay for all covered "occurrences" during one policy period. For the purposes of this Care, Custody and Control Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for this coverage. 15. Subject to 5. of SECTION III — LIMITS OF INSURANCE, the most we will pay for "property damage" under Coverage F - Electronic Data Liability Coverage for loss of "electronic data" is $50,000 without regard to the number of "occurrences ". or-%, 11V1141 IV -NVIYIIYICRli1NL VGIYCR/1L LIMOILII I VVIYVI I IVInJ A. The following conditions are amended: 1. Knowledge of Occurrence a. Condition 2., Items a. and b. are deleted and replaced by the following: (1) Duties In The Event Of Occurrence, Offense, Claim Or Suit (a) You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. Knowledge of an "occurrence" by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee. To the extent possible, notice should include: L How, when and where the "occurrence" took place; ii. The names and addresses of any injured persons and witnesses, and iii. The nature and location of any, injury or damage arising out of the "occurrence" or offense. (b) If a claim is made or "suit" is brought against any insured, you must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. I You must see to it that we receive written notice of the claim or "suit" as soon as practicable. Knowledge of a claim or "suit" by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee. 2. Where Broad Form Named Insured is added in SECTION II — WHO IS AN INSURED of this endorsement, Condition 4. Other Insurance b. Excess Insurance (1).(a) is replaced by the following: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to an insured solely by reason of ownership by you of more than 50 percent of the voting stock, and not withstanding any other language in any other policy. This provision does not apply to a policy written to apply specifically in excess of this policy. B. The following are added: 1. Condition (5) of 2.c. (5) Upon our request, replace or repair the property covered under Voluntary Property Damage Coverage at your actual cost, excluding profit or overhead. 10. Blanket Waiver Of Subrogation We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of: premises owned or occupied by or rented or loaned to you, ongoing operations performed by you or on your behalf, done under a contract with that person or organization, "your work ", or "your products ". We waive this right where you have agreed to do so as part of a written contract, executed by you before the "bodily injury" or 'property damage" occurs or the "personal injury" or "advertising injury' offense is committed. 11. Liberalization If a revision to this Coverage Part, which would provide more coverage with no additional premium becomes effective during the policy period in the state designated for the first Named Insured shown in the Declarations, your policy will automatically provide this additional coverage on the effective date of the revision. CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 10 of 12 Policy #60504012 CG 71 98 02 15 12. Unintentional Failure to Disclose All Hazards Based on our reliance on your representations as to existing hazards, if you unintentionally should fail to disclose all such hazards at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non - renewal. 13. The following conditions are added in regard to Coverage G - Product Recall Expense In event of a "product recall ", you must a. See to it that we are notified as soon as practicable of a "product recall ". To the extent possible, notice should include how, when and where the "product recall" took place and estimated "product recall expense ". b. Take all reasonable steps to minimize "product recall expense ". This will not increase the limits of insurance. c. If requested, permit us to question you under oath at such times as may be reasonably required about any matter relating to this insurance or your claim, including your books and records. Your answers must be signed. d. Permit us to inspect and obtain other information proving the loss. You must send us a signed, sworn statement of loss containing the information we request to investigate the claim. You must do this within 60 days after our request. e. Cooperate with us in the investigation or settlement of any claim. f. Assist us upon our request, in the enforcement of any rights against any person or organization which may be liable to you because of loss to which this insurance applies. SECTION V -DEFINITIONS A. At item 12. Mobile Equipment the wording at f.(1) is deleted and replaced by the following: L(11) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; except for such vehicles that have a gross vehicle weight less than 1,000 Ibs which are not designed for highway use. B. Item 3. "bodily injury" is deleted and replaced with the following: 3. "bodily injury' means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease. C. The following definitions are added for this endorsement only: 23. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD -ROMS, tape drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 24. "Product recall" means a withdrawal or removal from the market of "your product" based on the determination by you or any regulatory or governmental agency that: a. The use or consumption of "your product" has caused or will cause actual or alleged "bodily injury" or '.property damage "; and b. Such determination requires you to recover possession or control of "your product" from any distributor, purchaser or user, to repair or replace "your product ", but only if "your product" is unfit for use or - consumption, -or hazardous-as-a- result, of: - -- — - - -- - -- (1) An error or omission by an insured in the design, manufacturing, processing, labeling, storage, or transportation of "your product ", or (2) Actual or alleged intentional, malicious or wrongful alteration or contamination of "your product" by someone other than you. CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 11 of 12 Policy #60504012 25. "Product recall expense" means reasonable a. Telephone, radio and television communi and postage. b. Transporting recalled products from any p c. Remuneration paid to your employees for independent contractors you hire. d. Transportation and accommodation expen e. Rental expense incurred for temporary loc f. Expense incurred to properly dispose of re g. Transportation expenses incurred to repla( h. Repairing, redistributing or replacing co exceed your original cost of manufacturing These expenses must be incurred as a result i 26. "Customer consequential loss of profit customers as a consequence of the "proc because their product incorporated "your pr 27. "Loss of your profit' means net income incurred and includes the net sales value of CG 71 98 02 15 necessary expenses for: i and printed advertisements, including stationery, envelopes distributor or user, to locations designated by you. as well as remuneration paid to additional employees or incurred by your employees. ns used to store recalled products. filled products, including packaging that cannot be reused. recalled products. red recalled products with like products or substitutes, not to processing, acquisition and /or distribution. a 'product recall'. ,ense" means the loss of financial gain incurred by your direct recall' of "your product" or the 'product recall' of their product profit before income taxes) that would have been earned or CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 12 of 12