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HomeMy WebLinkAboutAGMT - Irvine Valley Air Conditioning Inc (HVAC System Maintenance)PROFESSIONAL SERVICES AGREEMENT I HVAC SYSTEM MAINTENANCE Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 Irvine Valley Air Conditioning, Inc. 2961 E. Coronado Street Anaheim, CA 92806 (714) 575 -5244 I This Professional Service Agreement ( "the Agreement ") is made as of January 3 , 2019 (the "Effective Date "), by and between Irvine Valley Air Conditioning ( "Contractor'), a Contractor, and the City of Seal Beach ( "City"), a California charter city, (collectively, "the Parties "). I RECITALS A. City desires certain professional services. B. Contractor represents that it is qualified and able toy 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. AGREEMENT 1.0 Scope of Services 1.1. Contractor shall provide 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 Exhibit A and this Agreement, this Agreement shall control. I 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 be 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 12 months unless previously terminated as provided by this Agreement. 3.0 Contractor's Compensation City will pay Contractor in accordance with the lump sum shown on the proposal in Exhibit A for Services but in no event will the City pay more than $25,005.00. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A. I 2 of 9 4.0 Method of Payment 4.1. Contractor shall submit to City monthly in oices for all services rendered pursuant to this Agreement. 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 Contractors invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor. 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. i 6.2. Bill Ricigliano is the Contractor's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted 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 at the following addresses: prepaid and addressed to the party 3of9 To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: Steve Mvrter To Contractor: Irvine Valley Air Conditioning 2961 E. Coronado Street Anaheim, CA 92806 Attn: Ilse Renteria 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Contractor is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Contractor or under its supervision. Contractor will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Contractor shall also not be employees of City and shall at 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' compensations insurance. 8.2. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any natuIre to the extent arising from Contractor's personnel practices. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors 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. 4 of 9 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 to 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, 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. 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, employees, agents and volunteers, or if excess, shall stand in an unbroken chain 5 of 9 i of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, Iits 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 Contractor 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 self- insured retentions shall be declared to and approved by the City. Contractor guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials,1 officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. ' 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 or persons, including wrongful death, in any manner arising out of or incident to 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 misconi uct 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, or decree that may The 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 herein provided. Contractor's obligation to indemnify shall not be restricted to 6of9 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. i 13.0 Equal Opportunity Contractor affirmatively represents that it is an equal ;opportunity employer. Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non - discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that requirelevery employer to be insured against liability for Workers' Compensation 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 entire 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 by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 7 of 9 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. 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 manner 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 hiave and recover from 8of9 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 lincorporated 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 Parties hereto, through their, respective authorized representatives have executed this Agreement as of the date and year first above written. I CITY OF SEAL BEACH CONTRACTOR By: Steve Myrter, erect of Public Works 9 of 9 IRVIVAI _n1 At nPF7 4COR0' CERTIFICATE OF LIABILITY INSURANCE `�- DA E(MMIDDIYY YI 1/30/2019 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 have ADDITIONAL INSURED provisions or 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 THE BROKERAGE COMMERCIAL INSURANCE SERVICES, Inc. 20261 SW Acacia St., Suite 200 Newport Beach, CA 92660 CONTACT NAME: PHONE FAX (AIC, No 949 , Ertl: ( ) 287 -5677 INC, No): AE-MAIL INSURER(S) AFFORDING COVERAGE TIN. ICN I COMMERCIAL GENERAL LIABILITY CLAIMS -MADE x OCCUR INSURERA: Ironshore SpeClalty INB Dra NCB COm parry 25445 _ INSURED INSURER B:WescO Insurance Company 125011 Irvine Valley Air Conditioning, Inc. INSURER c:Travelers Property Casualty Company of America 125674 _ INSURER D: Insurance Company Of the West 127847 2961 E. Coronado St. Anaheim, CA 92806 INSURER E : I _ INSURER F: I $ 5,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENTWITH RESPECTTO 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 rypE OFINSURANCE ADDLISUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X I COMMERCIAL GENERAL LIABILITY CLAIMS -MADE x OCCUR X AGS0111900 6115/2018 6/15/2019 EACH OCCURRENCE 1,000,000 $ DAMAGETORENTED PREMISES.(Eaoccueence) 100,000 $ $ 5,000 MED EXP (Any one person)_ PERSONAL B ADV INJURY S 1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY ❑X PECDT E TOO GENERAL AGGREGATE $ 2,000,000 GEN'L _ PRODUCTS- COMPIOP AGGS 2,000,000 $ OTHER' B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT i 1,000,000 5 _- $ X ANY AUTO X WPP1630534 00 6115/2018 6/15/2019 BODILY BODILY INJURY Per person INUL OWNED SCHEDULED AUTOS ONLY AUTOppSWN BODILY INJURY Per accident)- $ PPe�aCC tlenl AMAGE C I X AUTOS ONLY AUOTOS ONE H UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ $ 1,000,000 AGGREGATE $ 1,000,000 EXCESS LIAR CLAIMS -MADE ZUP- 91M9 94 84 -1 8 -NF 6/15/2018 6/15/2019 $ DEO I I RETENTION$ D I X AND EMPLOYERS' LIABITILIOTY YIN ANY PROPRIETOR /PARTNEREXECUTIVE OFFICER/MEMBER EXCLUDED, (Mandatory in NH) NIA WSO 5041645 00 6115/2016 6/1512019 _STATUTE_L_2TRH- EL EACH ACCIDENT $ 1'000'000 E. L. DISEASE -EA EMPLOYEE 5 1,000,000 If yes, deswbe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 5 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS ) VEHICLES (ACORD 101, Ad ditlonal Remarks Schedule, may be arm ched If mom space Is required) RE: All operations performed by the Named Insured during the current policy period. glaip /auai City of Seal Beach, its directors, officials, officers, employees, agents, and volunteers are included as Additional Insureds as respects General Liability per attached endorsement. This Insurance shall apply as Primary and Non - Contributory per attached endorsement. 'Umbrella Liability sits over the General Liability Limits. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016103) © 1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City CI of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 211 8th Street Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE I 6�2 ACORD 25 (2016103) © 1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORO' llk� AGENCY CUSTOMER ID: IRVIVAL -01 LOC #: 1 ADDITIONAL REMARKS SCHEDULE JLOPEZ Page 1 of 1 AGENCY HE BROKERAGE COMMERCIAL INSURANCE SERVICES, Inc. NAMED INSURED Irvine Valley Air Conditioning, Inc. 2961 E. Coronado St. Anaheim, CA 92806 Orange POLICY NUMBER EE PAGE 1 CARRIER NAIc CODE EE PAGE 1 SEE P 1 EFFECTIVE DATE: SEE PAGE 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Cancellation: 'Except 10 Days Notice of Cancellation for non - payment of premium. 'Should this policy be cancelled before the expiration date, The Brokerage Commercial Insurance Services, Inc. will mail 30 (thirty) days written notice to those Certificate Holders which require such action per contract or agreement.' ACORD 101 12008/011 The ACORD name and logo are registered marks of ACORD TInNI All rinbfa ­­d POLICY NUMBER: AGS0111900 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations As required by written contract. If required by your All Locations written contract or written agreement with such Additional Insured, this insurance is primary and non- contributory. If anyone, other than the Additional Insured, provides similar insurance for the Additional Insured, then this insurance will apply as outlined in SECTION IV — COMMERCIAL LIABILITY CONDITIONS, paragraph 4. Other Insurance, subparagraph c. Method of Sharing. The inclusion of one or more Insured(s) under the terms of this endorsement does not increase our limits of liability. All other terms and conditions remain unchanged Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to 2. If coverage provided to the additional insured is include as an additional insured the person(s) or required by a contract or agreement, the organization(s) shown in the Schedule, but only insurance afforded to such additional insured with respect to liability for "bodily injury', "property will not be broader than that which you are damage" or "personal and advertising injury" required by the contract or agreement to caused, in whole or in part, by: provide for such additional insured. 1. Your acts 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(s) at the location(s) designated above. However: The insurance afforded to such additional insured only applies to the extent permitted by law; and CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work' out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. 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. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 POLICY NUMBER: AGS0111900 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations As required by written contract. If required by your The insurance afforded by this policy for the benefit of written contract or written agreement with such the additional insured does not apply to Additional Insured, this insurance is primary and non- 'property damage' to any building, structure or contributory. appurtenant structure intended to be occupied as a 'private residence'. The term "private residence" If anyone, other than the Additional Insured, provides includes single family homes or residences, similar insurance for the Additional Insured, then this multi- family homes or residences. Apartments are not insurance will apply as outlined in SECTION IV — considered "private residences." COMMERICAL LIABILITY CONDITIONS, paragraph 4. Other Insurance, subparagraph c. Method of Sharing. The inclusion of one or more Insured(s) under the terms of this endorsement does not increase our limits of liability. All other terms and conditions remain unchanged. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by ..your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard ". 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. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: CG 20 37 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 2 If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. 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. Page 2 of 2 © ISO Properties, Inc., 2004 CG 20 37 04 13 ❑ POLICY NUMBER: WPP1630534 00 COMMERCIAL AUTO CA990187 0715 This Endorsement Changes The Policy. Please Read It Carefully BUSINESS AUTO COVERAGE EXPANSION ENDORSEMENT This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the COVERAGE FORM apply unless modified by the endorsement. A. Newly Acquired or Formed Organizations, Employee Hired Car Liability and Blanket Additional Insured Status for Certain Entities. Item 1. Who is an Insured of Paragraph A. Coverage under SECTION II — COVERED AUTOS LIABILITY COVERAGE is amended to add: d. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership of a majority interest (greater than 50 %), will qualify as a Named Insured; however, (1) coverage under this provision is afforded only until the 180' day after you acquire or form the organization or the end of the policy period, whichever is earlier, (2) coverage does not apply to "bodily injury", "property damage' or "covered pollution cost or expense" that results from an "accident' which occurred before you acquired or formed the organization; and (3) coverage does not apply if there is other similar insurance available to that organization, or if similar insurance would have been available but for its termination or the exhaustion of its limits of insurance. This insurance does not apply if coverage for the newly acquired or formed organization is excluded either by the provisions of this coverage form or by endorsement. e. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. f. Any person or organization you are required by written contract or agreement to name as an additional "insured ". but only with respect to liability created in whole or in part by such agreement. B. Increase Of Loss Earnings Payment Subpart (4) of a. Supplementary Payments of Item 2. Coverage Extensions of Paragraph A. Coverage under SECTION 11 — COVERED AUTOS LIABILITY COVERAGE is amended to read: (4) We will pay reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $1,000 per day because of time off from work, C. Fellow Employee Injured By Covered Auto You Own Or Hire Item 5. Fellow Employee of Paragraph B. Exclusions under SECTION II — COVERED AUTOS LIABILITY COVERAGE is amended to add: This exclusion does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. Such coverage as is afforded by this provision is excess over any other collectible insurance. CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 1 of 5 Used with permission M. Aggregate Deductible Paragraph D. Deductible under SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add: Regardless of the number of covered "autos" involved in the same "loss ", only one deductible will apply to that "loss ". If the deductible amounts vary by "autos ", then only the highest applicable deductible will apply to that "loss ". N. Diminishing Deductible Paragraph D. Deductible under SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add: Any deductible will be reduced by the percentage indicated below on the first "loss" reported during the corresponding policy period: Loss Free Policy Periods With the Expansion Endorsement Deductible Reduction on the first "loss" 1 0% 2 25% 3 50% 4 75% 5 t00% If we pay a Physical Damage "loss" during the policy period under any BUSINESS AUTO COVERAGE FORM you have with us, your deductible stated in the Declarations page of each such COVERAGE FORM will not be reduced on any subsequent claims during the remainder of your policy period and your deductible reduction will revert back to 0% for each such COVERAGE FORM if coverage is renewed. O. Knowledge of Loss and Notice To Us Subsection a. of Item 2. Duties In the Event of Accident, Claim, Suit or Loss of Paragraph A. Loss Conditions under SECTION IV -- BUSINESS AUTO CONDITIONS is amended to add: (3) An "executive officer' or director, if you are a corporation; (4) A manager or member, if you are a limited liability company; (5) Your insurance manager; or (6) Your legal representative. P. Waiver Of Subrogation For Auto Liability Losses Assumed Under Insured Contract Item 5. Transfer Of Rights Of Recovery Against Others To Us of Paragraph A. Loss Conditions under SECTION IV — BUSINESS AUTO CONDITIONS is amended to read: 5. Transfer of Rights of Recovery Against Others To Us If any person or organization to or for whom we make payments under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after an "accident" or "loss" to impair them. However, if the insured has waived those rights to recover through a written contract we will waive any right to recovery we may have under this Coverage Form O. Insurance is Primary and Noncontributory Subpart a. of Item 5. Other Insurance of Paragraph B. General Conditions under SECTION IV — BUSINESS AUTO CONDITIONS is amended to read: a. This insurance is Drimary and noncontributory. as respects anv other insurance, if reauired in a written contract with you. R. Other Insurance — Hired Auto Physical Damage Subpart b. of Item 5..Other Insurance of Paragraph B. General Conditions under SECTION IV — BUSINESS AUTO CONDITIONS is amended to read: However, prompt notice of the "accident ", b. For Hired Auto Physical Damage claim, "suit" or' loss" to us or our Coverage, the following are deemed authorized representative only applies to be covered "autos" you own: after the "accident ", claim, "suit" or "loss" is (1) Any covered "auto" you lease, known to: hire, rent or borrow; and (1) You, if you are an individual; (2) A partner, if you are a partnership; CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 4 of 5 Used with permission