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HomeMy WebLinkAboutAGMT - Koff and Associates (Financial Analysis of Compensation Study) PROFESSIONAL SERVICES AGREEMENT Between ..1` SEA( _--ZpRPOggT .,,,e ,o :O% "ppik_ ;d:1; t7::; City of Seal Beach 211 8th Street Seal Beach, CA 90740 & Koff and Associates 2835 Seventh Street Berkeley, CA 94710 This Professional Service Agreement ("the Agreement") is made as of June 1, 2019 (the "Effective Date"), by and between Koff and Associates ("Consultant"), a Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional services. B. Consultant 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. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services identified in Option 1 as set forth in the attached Exhibit A ("Services"), 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. 1.2. Consultant 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, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant 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. The City Manger may authorize, in writing, extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount shall require prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of June 1, 2019 and shall continue through August 31, 2019 or until project completion and acceptance by the City, whichever is earlier, unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $9,869. Consultant agrees that the time and fees quoted in Exhibit A are 2 of 9 sufficient to complete the Services in a manner consistent with reasonable professional standards in Consultant's industry. Any additional work authorized in writing by the City pursuant to Section 1.4 will be compensated in accordance with the hourly rate set forth in Exhibit A. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices 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 Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant 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 Consultant 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 Consultant if Consultant 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 City Manager is the City's representative for purposes of this Agreement. 6.2. Georg Kramer is the Consultant's primary representative for purposes of this Agreement. 3 of 9 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 prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Koff and Associates 2835 7th Street Berkeley, California 94710 Attn: President 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. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant 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. Consultant 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. Consultant 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 nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors 4 of 9 No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 10.0 Assignment Consultant 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. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant 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. Consultant 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. Consultant 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. 11.3. The insurance policies shall contain the following provisions, or Consultant 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 5 of 9 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 of coverage excess of the Consultant'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 Consultant'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 Consultant, 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 Consultant or for which the Consultant 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. Consultant 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, officers, employees, agents, and volunteers; or (2) the Consultant 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 Consultant 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 Consultant, 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, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall 6 of 9 pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant 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. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant 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, Consultant 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' 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. 7 of 9 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. 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. Consultant 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. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, 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 Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant 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 Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant 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. 8 of 9 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 Consultant 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 Consultant 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. CITY OF SEAL BEACH CONSULTANT By: A ! L J 116.1i / By: . Ingram, City Ma qui Name: deorg ' Krammer c,EAL 8E4 Attest: ;;0=-QpOAATfp,,Cy 1'+i Its: CEO 111111/10 ' dffPa° Gloria Ha tv- IMIPPrr 21 i'.-t Name: Catherine • �- Approved as to For.:11 ....... Its: President ey. Craig A. Steele, City Attorney 9 of 9 EXHIBIT A Submittal date: April 13, 2019 Compensation Study Implementation COST Proposal City of Seal Beach Submitted by: Koff & Associates GEORG S. KRAMMER Chief Executive Officer 2835 Seventh Street Berkeley, CA 94710 www.KoffAssociates.com gkrammer@koffassociates.com Tel: 510.658.5633 Fax: 510.652.5633 KEI City of Seal Beach Cost Proposals 1 Signature Page 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com Ke5 City of Seal Beach COST PROPOSAL Deliverables Compensation Study Implementation Hours: A Initial Documentation Review, Meetings with Study Project Team 2 and Management Staff(this assumes a conference call) Review Comparator Agencies' Compensation Practices since June 2017 and Research whether Any Implemented Cost of Living B. Adjustments 20 - If so, update survey data with COLAs and recalculate survey numbers and rerun survey spreadsheets C Revisit Salary Range Recommendations per Survey Update, Update 10 Proposed Salary Schedule, Recalculate Salary Range Placements Develop Implementation Plan, i.e., Calculate Actual Salary Adjustments per Each of the City's Approximately 105-110 D. Positions: 20 - Develop One-Year Implementation Plan - Develop Three-Year Implementation Plan Present Draft Implementation Plan to and Schedule Meeting with E. Project Team (this assumes a conference call); Update 4 Implementation Plan per the City's Feedback F. Preparation of Draft Final and Final Report and Deliverables 5 G. Final Presentation to the City Council (if desired) 10 Total Professional Hours 71 Combined professional and clerical composite rate: $139/Hour $9,869 Expenses are included in the composite hourly rate: N/A Expenses include but are not limited to duplicating documents,binding reports,phone,supplies,postage,parking,meals, travel time,etc. TOTAL PROJECT COST NOT TO EXCEED: $9,869 *Additional consulting will be honored at composite rate($139) TIM ELINE Deliverables Compensation StudyImplementation Time of p p Completion Initial Documentation Review, Meetings with Study Project Team A. and Management Staff(this assumes a conference call) Week 1 Review Comparator Agencies'Compensation Practices since June 2017 and Research whether Any Implemented Cost of Living B. Adjustments Week 2 - If so, update survey data with COLAs and recalculate survey numbers and rerun survey spreadsheets C Revisit Salary Range Recommendations per Survey Update, Update Week 3 Proposed Salary Schedule, Recalculate Salary Range Placements 2835 Seventh Street, Berkeley, California 94710 J 510.658.5633 www.KoffAssociates.com 1 K5S City of Seal Beach Develop Implementation Plan, i.e., Calculate Actual Salary Adjustments per Each of the City's Approximately 105-110 D. Positions: Week 4 - Develop One-Year Implementation Plan - Develop Three-Year Implementation Plan Present Draft Implementation Plan to and Schedule Meeting with E. Project Team (this assumes a conference call); Update Week 5 Implementation Plan per the City's Feedback F. Preparation of Draft Final and Final Report and Deliverables Week 6 G. Final Presentation to the City Council (if desired) As Scheduled 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com .‘ City of Seal Beach Proposal Signature Page Koff&Associates intends to adhere to all of the provisions described above. This proposal is valid for ninety(90)days. Respectfully submitted, By: KOFF&ASSOCIATES State of California Georg S.Krammer April 13,2019 Chief Executive Officer By: City of Seal Beach Jill R.Ingram City Manager Craig A.Steele City Attorney Kt, ■ /Koff Associates S Human Resources and Recruiting since 1984 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com ACORE) CERTIFICATE OF LIABILITY INSURANCE os4iZY)ii THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract,Agreement or Permit Included 1 2. Additional Insured-Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage-Borrowed Equipment,Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice(Employed Nurses, EMTs and Paramedics) Included 3 6. Personal and Advertising Injury- Broad Form Included 4 T. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $O 5 8. Unintentional Failure to Disclose Hazards , Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form,except as provided below. The following changes are made to SECTION II - (2) Premises you own, rent, lease or UABILITY: occupy; or 1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use of Permit equipment leased to you. The following is added to SECTION II - b. The insurance afforded to such additional LIABILITY,C.Who Is An Insured: insured described above: Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law;and a. Any person or organization with whom you (2) Will not be broader than the insurance agreed in a written contract, written which you are required by the contract, agreement or permit to add such person or agreement or permit to provide for such organization as an additional insured on additional insured. your policy is an additional insured only with (3) Applies on a primary basis if that is respect to liability for "bodily injury", required by the written contract, written "property damage", or "personal and agreement or permit. advertising injury" caused, in whole or in Will not be broader than coverage part, by your acts or omissions, or the acts (4) Will ed to any other insured. or omissions of those acting on your behalf, but only with respect to: (5) Does not apply if the "bodily injury", (1) "Your work" for the additional insured(s) "property damage" or 'personal and designated in the contract, agreement or advertising injury"is otherwise excluded permit; from coverage under this Coverage Part, including any endorsements thereto. 391-1006 0816 includes copyrighted materials of Insurance Services Offices.Inc..with its permission. Page 1 of 6 all Ha Ins!leterp.. OBF D709934 5701660 c. This provision does not apply: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the agreement was executed or permit was lesser of the amount of insurance: issued prior to the °bodily injury", 1. Required by the contract, agreement or °property damage", or "personal injury permit described in Paragraph a.;or and advertising injury". 2. Available under the applicable Limits of (2) To any person or organization included Insurance shown in the Declarations. as an insured by another endorsement This endorsement shall not increase the issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations (3) To any lessor of equipment: e. All other insuring agreements, exclusions, (a) After the equipment lease expires; or and conditions of the policy apply. (b) If the "bodily injury", "property 2. Additional Insured-Broad Form Vendors damage", "personal and advertising The following is added to SECTION II - injury" arises out of sole negligence LIABILITY,C.Who Is An Insured: of the lessor. (4) To any: Additional Insured-Broad Form Vendors (a) Owners or other interests from whom a. Any person or organization that is a vendor with whom you agreed in a written contract has been leased if the landurrhse" takes place the or written agreement to include as an offense is committed after the lease additional insured under this Coverage Part for the land expires; or is aninsured, but only with respect to liability for "bodily injury" or "property damage (b) Managers or lessors of premises if: arising out of "your products" which are (I) The "occurrence" takes place or distributed or sold in the regular course of the offense is committed after the vendor's business. you cease to be a tenant in that b. The insurance afforded to such vendor premises; or described above: (ii) The "bodily injury", °property (1) Only applies to the extent permitted by damage", personal injuryor law; "advertising injury" arises out of (2) Will not be broader than the insurance structural alterations, new which you are required by the contract or construction or demolition agreement to provide for such vendor; operations performed by or on behalf of the manager or lessor. (3) Will not be broader than coverage (5) To "bodily injury", "property damage" or provided to any other insured; and "personal and advertising injury" arising (4) Does not apply if the "bodily injury", out of the rendering of or the failure to "property damage" or "personal and render any professional services. advertising injury" is otherwise excluded This exclusion applies even if the claims from coverage under this Coverage Part, including any endorsements thereto against any insured allege negligence or other wrongdoing in the supervision, c. With respect to insurance afforded to such hiring, employment, training or vendors, the following additional exclusions monitoring of others by that insured, if apply: the "occurrence" which caused the The insurance afforded to the vendor does "bodily injury" or "property damage" or not apply to: the offense which caused the "personal "Bodilyinjury" damage" and advertising injury" involved the (1) or "property for rendering of or failure to render any which the vendor is obligated to pay professional services by or for you. damages by reasons of the assumption of liability in a contract or agreement. This d. With respect to the insurance afforded to exclusion does not apply to liability for these additional insureds, the following is damages that the insured would have in added to SECTION II - LIABILITY, D. Liability the absence of the contract or and Medical Expense Limits of Insurance: agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission. Page 2 of 6 (3) Any physical or chemical change in the The most we will pay on behalf of the vendor product made intentionally by the for a covered claim is the lesser of the vendor; amount of insurance: (4) Repackaging, unless unpacked solely for 1. Required by the contract or agreement the purpose of inspection, described in Paragraph a.;or demonstration, testing, or the 2. Available under the applicable Limits of substitution of parts under instruction Insurance shown in the Declarations; from the manufacturer, and then repackaged in the original container; This endorsement shall not increase the Anyfailure to make such inspection, applicable Limits of Insurance shown in the (5) p Declarations. adjustments, tests or servicing as the 3. Alienated Premises vendor has agreed to make or normally undertakes to make in the usual course SECTION II - LIABILITY, B. Exclusions, 1. of business in connection with the sale Applicable To Business Liability Coverage k. of the product; Damage to Property,paragraph (2)is replaced by (6) Demonstration, installation, servicing or the following: repair operations, except such (2) Premises you sell, give away or abandon, if operations performed at the vendor's the "property damage" arises out of any part premises in connection with the sale of of those premises and occurred from hazards the product; that were known by you, or should have (7) Products which, after distribution or sale reasonably been known by you, at the time by you, have been labeled or relabeled the property was transferred or abandoned. or used as a container, part or 4. Broad Form Property Damage - Borrowed ingredient of any other thing or Equipment,Customers Goods,Use of Elevators substance by or for the vendor, a. The following is added to SECTION II - (8) "Bodily injury" or "property damage" LIABILITY, B. Exclusions, 1. Applicable To arising out of the sole negligence of the Business Liability Coverage, k. Damage to vendor for its own acts or omissions or Property: those of its employees or anyone else to "property actingcluon its behalf.lHowever, this Paragraph (4) does not apply damage" to borrowed equipment while at a exclusion does not apply to: jobsite and not being used to perform (a) The exceptions contained within the operations. exclusion in subparagraphs (4) or (6) Paragraph (3), (4) and (6) do not apply to above; or " d " goods" property damage" to "customers (b) Such inspections, adjustments, tests while on your premises nor to the use of or servicing as the vendor has elevators. agreed to make or normally b. For the purposes of this endorsement, the undertakes to make in the usual following definition is added to SECTION II - with the of business, or saleof connection LIABILITY, F. Liability and Medical Expenses with distribution of the Definitions: products. (9) "Bodily Injury" or "property damage" 1. "Customers goods" means property of your customer on your premises for the arising out of an "occurrence" that took purpose of being: place before you have signed the contract or agreement with the vendor. a. Worked on;or (10)To any person or organization included b. Used in your manufacturing process. as an insured by another endorsement c. The insurance afforded under this provision is issued by us and made part of this excess over any other valid and collectible Coverage Part. property insurance (including deductible) (11)Any insured person or organization, available to the insured whether primary, from whom you have acquired such excess, contingent or on any other basis. products, or any ingredient, part or container, entering into, accompanying 5. Incidental Malpractice - Employed Nurses, EMT's or containing such products. and Paramedics d. With respect to the insurance afforded to SECTION II- LIABILITY,C.Who Is An Insured, these vendors, the following is added to paragraph 2.a.(1)(d) does not apply to a nurse, SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: 391-1006 0816 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission. Page 3 of 6 4 H novler Insurance Croup_ OBF D709934 5701660 1. SECTION I - PROPERTY, if two or more of However, if you agree in a written this coverage part's coverages apply to contract, written agreement, or the same loss or damage, we will not pay written permit that the insurance more than the actual amount of the loss or provided to any person or damage. organization included as an 2. SECTION II - LIABIUTY, it is our stated Additional Insured under this intent that the various Coverage Parts, Coverage Part is primary and forms, endorsements or policies issued to non-contributory, we will not seek the named insured by us, or any company contribution from any other affiliated with us, do not provide any insurance available to that Additional duplication or overla"occurrence", of coverage for the Insured which covers the Additional same claim, suit", occurrence , offense, Insured as a Named Insured except: accident, "wrongful act" or loss. We will (1) For the sole negligence of the not pay more than the actual amount of Additional Insured;or the loss or damage. (2) When the Additional Insured is If this Coverage Part and any other an Additional Insured under Coverage Part, form, endorsement or another liability policy. policy issued to the named insured by us, b. Excess Insurance or any company affiliated with us, apply to the same claim, "suit", occurrence, This insurance is excess over: offense, accident, "wrongful act" or loss, (1) Any of the other insurance, the maximum Limit of Insurance under all whether primary, excess, such Coverage Parts, forms, contingent or on any other basis: endorsements or policies combined shall (a) That is Fire, Extended not exceed the highest applicable Limit of Covera e, Builder's Risk, Insurance under any one Coverage Part, Installation Risk or similar form, endorsement or policy. coverage for"your work"; This condition does not apply to any Excess or Umbrella Policy issued by us (b) That is Property Insurance for specifically to apply as excess insurance premises rented to you or over this policy. wi h perrmission o the owner; G. Liberalization (c) That is insurance purchased If we adopt any revision that would broaden by you to cover your liability the coverage under this policy without as a tenant for "property additional premium within 45 days prior to or damage" to premises rented during the policy period, the broadened to you or temporarily coverage will immediately apply to this policy, occupied by you with H. Other Insurance permission of the owner;or 1. SECTION I -PROPERTY (d) If the loss arises out of the If there is other insurance covering the maintenance or use of ft same loss or damage, we will pay only for toaircraft, tent or subjecteto the amount of covered loss or damage in SECTION the enot to excess of the amount due from that other II - LIABILITY,or insurance, whether you can collect on it or Exclusion g. Aircraft, Auto or Watercraft;and not. But, we will not pay more than the applicable Limit of Insurance of SECTION I (2) Any other primary insurance -PROPERTY. available to you covering liability 2. SECTION II -LIABILITY for damages arising out of the premises or operations, or the If other valid and collectible insurance is products and completed available to the insured for a loss we operations, for which you have cover under SECTION II - LIABILITY, our been added as an additional obligations are limited as follows: insured by attachment of an a. Primary Insurance endorsement. This insurance is primary except when When this insurance is excess, we aragnauh b. below applies. If this will have no duty under SECTION II - insurance is primary, our obligations againstLIABILtTY to "suit" if the insuredother insurance are not affected unless any of the any any e other insurance is also primary. Then, insured has a duty to defend the we will share with all that other insured against that"suit". If no other insurance by the method described in insurer defends, we will undertake to paragraph c.below. do so, but we will be entitled to the 391-1003 08 16 Includes copyrighted matenai of Insurance Services Office. Inc..with its permission Page 79 of 81 insured's rights against all those other premium in accordance with our rates and insurers. rules then in effect. c. When this insurance is excess over other 3. With our consent, you may continue this policy insurance, we will pay only our share of in force by paying a continuation premium for the amount of the loss, if any, that each successive one-year period. The exceeds the sum of: premium must be: (1) The total amount that all such other a. Paid to us prior to the anniversary date; insurance would pay for the loss in the and absence of this insurance; and b. Determined in accordance with paragraph (2) The total of all deductible and self- 2. above. insured amounts under all that other Our forms then in effect will apply. If you do insurance. not pay the continuation premium, this policy d. We will share the remaining loss, if any, will expire on the first anniversary date that we with any other insurance that is not have not received the premium. described in this provision and was not 4. Undeclared exposures or change in your bought specifically to apply in excess of business operation, acquisition or use of the Limits of Insurance shown in the locations may occur during the policy period Declarations for this Coverage. that is not shown in the Declarations. If so, we e. Method of Sharing may require an additional premium. That If all of the other insurance permits premium will be determined in accordance contribution by equal shares, we will follow with our rates and rules then in effect. this method also. Under this approach J. Premium Audit each insurer contributes equal amounts 1. This policy is subject to audit if a premium until it has paid its applicable Limit of designated as an advance premium is shown Insurance or none of the loss remains, in the Declarations. We will compute the final whichever comes first. premium due when we determine your actual If any of the other insurance does not exposures. permit contribution by equal shares, we 2. Premium shown in this policy as advance will contribute by limits. Under this premium is a deposit premium only. At the method, each insurer's share is based on close of each audit period, we will compute the the ratio of its applicable Limit of earned premium for that period and send Insurance to the total applicable limits of notice to the first Named Insured. The due insurance of all insurers. date for audit premiums is the date shown as f. When this insurance is excess, we will the due date on the bill. If the sum of the have no duty under Business Liability advance and audit premiums paid for the Coverage to defend any claim or "suit" policy period is greater than the earned that any other insurer has a duty to premium, we will return the excess to the first defend. If no other insurer defends, we will Named Insured. undertake to do so; but we will be entitled 3. The first Named Insured must keep records of to the insured's rights against all those the information we need for premium other insurers. computation and send us copies at such times I. Premiums as we may request. '/ 1. The first Named Insured shown in the K. Transfer of Rights of Recovery Against Others , Declarations: to Us a. Is responsible for the payment of all 1. Applicable to SECTION I — PROPERTY premiums; and Coverage: b. Will be the payee for any return premiums If any person or organization to or for whom we pay. we make payment under this policy has rights 2. The premium shown in the Declarations was to recover damages from another, those rights computed based on rates in effect at the time are transferred to us to the extent of our the policy was issued. On each renewal, payment. That person or organization must do continuation or anniversary of the effective everything necessary to secure our rights and date of this policy, we will compute the must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 80 of 81 a. Prior to a loss to your Covered Property. We waive any right of recovery we may have b. After a loss to your Covered Property only against any person or organization with whom if, at time of loss, that party is one of the you have a written contract, permit or following: agreement to waive any rights of recovery against such person or organization because (1) Someone insured by this insurance; of payments we make for injury or damage (2) A business firm: arising out of your ongoing operations or"your (a) Owned or controlled by you; or work" done under a contract with that person or organization and included in the "products- (b) That owns or controls you; or completed operations hazard". (3) Your tenant. This condition does not apply to Medical You may also accept the usual bills of lading Expenses Coverage. or shipping receipts limiting the liability of L. Transfer of Your Rights and Duties Under This carriers. Policy This will not restrict your insurance. Your rights and duties under this policy may not be �) 2. Applicable to SECTION II — LIABILITY transferred without our written consent except in Coverage: the case of death of an individual Named Insured. If the insured has rights to recover all or part of If you die, your rights and duties will be transferred any payment we have made under this to your legal representative but only while that Coverage Part, those rights are transferred to legal representative is acting within the scope of us. The insured must do nothing after loss to their duties as your legal representative. Until your impair such rights. At our request, the insured legal representative is appointed, anyone with will bring "suit" or transfer those rights to us proper temporary custody of your property will and help us enforce them. have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 81 of 81 4Hanover Insurance Group_ OBF D709934 5701660 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. OTHER INSURANCE-NON-CONTRIBUTORY BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART The following is added to SECTION IV - (2) When the Additional Insured is an Additional CONDITIONS, 5.Other Insurance: Insured under another liability policy. Other Insurance-Non-Contributory This insurance is excess over any other insurance If you agree in a written contract, written available to the Additional Insured under which the agreement, or written permit that a person or Additional Insured on our policy is also covered as organization be included as an Additional Insured an Additional Insured. This condition does not apply under "underlying insurance" for a loss we cover, to any policy under which the Additional Insured is we will not seek contribution from any other a Named Insured where our policy and the policy insurance available to that Additional Insured listed in the schedule of "underlying insurance"are which covers the Additional Insured as a Named required by written contract, written agreement or Insured except: written permit to provide coverage to the Additional Insured on a primary and non-contributory basis. (1) For the sole negligence of the Additional Insured;or ALL OTHER TERMS,CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 473-2106 10 16 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO DESIGNATED ENTITY(S) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART HANOVER COMMERCIAL FOLLOW FORM EXCESS AND UMBRELLA POLICY COMMERCIAL PROPERTY COVERAGE PART BUSINESS AUTO COVERAGE FORM BUSINESSOWNERS COVERAGE FORM SCHEDULE Name of Designated Entity Mailing Address or Email Address Number Days Notice On file with Company as per 30 Days written contract (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) If we cancel this policy for any reason other than nonpayment of premium, we will give written notice of such cancellation to the Designated Entity(s) shown in the Schedule. Such notice may be delivered or sent by any means of our choosing. The notice to the Designated Entity(s)will state the effective date of cancellation. Unless otherwise noted in the Schedule above, such notice will be provided to the Designated Entity(s) no more than the number of days in advance of the effective date of cancellation that we are required to provide to the Named Insured for such cancellation. Such notice of cancellation is solely for the purpose of informing the Designated Entity(s) of the effective date of cancellation and does not grant, alter, or extend any rights or obligations under this policy. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. Page 1 of 1 401-1235 12 14 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Hander Insurance roup_ AWFD709922 5701660 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION II - Primary and Non-Contributory LIABILITY COVERAGE, Paragraph A.1. Who Is If you agree in a written contract, written An Insured: agreement or written permit that the insurance Additional Insured if Required by Contract provided to a person or organization who If you agree in a written contract, written qualifies as an additional "insured" under agreement or written permit that a person or SECTION II - LIABILITY COVERAGE, Paragraph organization be added as an additional Al. Who Is An Insured, subparagraph "insured" under this Coverage Part, such Additional Insured if Required by Contract is person or organization is an "insured"; but only primary and non-contributory, the following to the extent that such person or organization applies: qualifies as an "insured" under paragraph A.1.c. The liability coverage provided by this Coverage of this Section. Part is primary to any other insurance available if you agree in a written contract, written to the additional "insured" as a Named Insured. We will not seek contribution from any other agreement or written permit that a person or insurance available to the additional "insured" organization be added as an additional "insured" under this Coverage Part, the most except: we will pay on behalf of such additional (1) For the sole negligence of the additional "insured"is the lesser of: "insured"; or (1) The Limits of Insurance for liability coverage (2) For negligence arising out of the ownership, specified in the written contract, written maintenance or use of any "auto" not owned agreement or written permit; or by the additional"insured or by you, unless (2) The Limits of Insurance for Liability that "auto" is a "trailer" connected to an Coverage shown in the Declarations "auto" owned by the additional "insured" or applicable to this Coverage Part. by you; or (3) When the additional "insured" is also an Such amount shall be part of and not in addition additional "insured" under another liability to the Limits of Insurance shown in the policy. Declarations applicable to this Coverage Part. Regardless of the number of covered autos", C. This endorsement will apply only if the "insureds", premiums paid, claims made or "accident"occurs: vehicles involved in the accident", the most we 1. During the policy period; will pay for the total of all damages and 2. Subs uent to the execution of the written "covered pollution cost or expense" combined eq resulting from any one "accident" is the Limit of contract or written agreement or the Insurance for Liability Coverage shown in the issuance of the written permit; and Declarations. 3. Prior to the expiration of the period of time B. The following is added to SECTION IV - that the written contract, written agreement BUSINESS AUTO CONDITIONS, Paragraph B. or written permit requires such insurance to General Conditions, subparagraph 5. Other be provided to the additional"insured". Insurance: D. Coverage provided to an additional "insured" will not be broader than coverage provided to any other"insured" under this Coverage Part. ALL OTHER TERMS,CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 461-0478 12 12 Includes copyrighted material of ISO Insurance Services Office,Inc.,with its permission Page 1 of 1 Hnover Insurance Group- AWFD709922 5701660 THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE BROADENING ENDORSEMENT This endorsement modifies insurance provided under 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. 1. CANCELLATION EXTENSION d. Any business entity for which you Paragraph A.CANCELLATION 2.b. of the have a financial interest greater COMMON POLICY CONDITIONS is than 50% of the voting stock or replaced with the following: otherwise have a controlling b. 60 days before the effective date interest after the effective date of of cancellation if we cancel for this policy or that is newly any other reason. acquired or formed by you during the term of this policy. SECTION I -COVERED AUTOS The coverage provided by this 2. EMPLOYEE HIRED"AUTOS" provision is afforded until Description Of Covered Auto expiration or termination of Designation Symbols;Symbol 8 is this policy, whichever occurs replaced by the following: earlier. 8= Hired "Autos"Only - Only those The coverage provided by this "autos"you lease, hire, rent or borrow; provision does not apply to including "autos"your employee hires at any business entity described your direction, for the purpose of in d. above that qualifies as an conducting your business. This does not insured under any other include any "auto"you lease, hire, rent, or automobile liability policy borrow from any of your"employees" or issued to that business entity partners or members of their households. as a named insured or would have been an insured except SECTION II -LIABILITY COVERAGE for the exhaustion of the policy limits or the insolvency 3. BROADENED NAMED INSURED of the insurer. The following is added to the SECTION II - The coverage provided by this UABIUTY COVERAGE, Paragraph 1.Who provision does not apply to Is An Insured provision: "bodily injury" nor"property damage"arising from an accident that occurred prior to your acquiring or forming the business entity described in d. above. Includes copyrighted material of Insurance Services Office, Inc. with its permission, Copyright, Insurance Services Office, Inc., 1996 461-0155(9-97) Page 1 of 7 4. EMPLOYEES AS INSUREDS SECTION III -PHYSICAL DAMAGE COVERAGE. The following is added to the SECTION II - UABILITY COVERAGE, Paragraph 1.Who 7. EXPENSE OF RETURNING A STOLEN Is An Insured provision: "AUTO"and SIGN COVERAGE e. Any employee of yours is an The following is added to SECTION III - "insured"while using a covered PHYSICAL DAMAGE COVERAGE,A.1. "auto" you do not own, hire or COVERAGE: borrow in your business or your personal affairs. d. Expense Of Returning A Stolen "Auto" 5. SUPPLEMENTARY PAYMENTS We will pay for the expense of The following amends SECTION 11 - returning a covered "auto" to you. LIABILITY COVERAGE, Paragraph 2. Coverage Extensions provision: e. Sign Coverage Paragraph (2)is replaced by the following: We will pay for loss to signs, (2) Up to$2500 for cost of bail bonds murals, paintings or graphics, (including bonds for related traffic as part of equipment, which are law violations) required because displayed on a covered "auto". of an "accident"we cover. We do not have to furnish these bonds. The most we will pay for"loss" in any one"accident" is the lesser Paragraph (4)is replaced by the following: of: (4) All reasonable expenses incurred by the "insured" at our request, 1. The actual cash value of including actual loss of earnings the property as of the up to$500 a day because of time time of the"loss"; or off from work. 2. The cost of repairing or replacing the damaged or 6. AMENDED FELLOW EMPLOYEE stolen property with other EXCLUSION property of like kind and quality; or The following is added to the SECTION II - 3. $2,000. LIABILITY COVERAGE, B. Exclusions Paragraph 5. Fellow Employee exclusion: 8. GLASS BREAKAGE DEDUCTIBLE This exclusion does not apply if the The following is added to SECTION III - "bodily injury" arises from the use of a PHYSICAL DAMAGE COVERAGE,A. covered "auto"you own or hire. This COVERAGE paragraph 3.Glass Breakage- coverage is excess over any other Hitting a Bird or Animal-Falling Objects collectible insurance or Missiles: Any deductible shown in the Declarations as applicable to the Includes copyrighted material of Insurance Services Office, Inc.with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155(9-97) Page 2 of 7 HAInsurance roup_1109@p. AWFD709922 5701660 covered "auto"will not apply to glass direction, for the purpose of breakage if such glass is repaired, conducting your business, for a rather than replaced. period of 30 days or less, of like kind and use as the "autos"you 9. TRANSPORTATION EXPENSE own, subject to the following: Paragraph 4.Coverage Extension. of The most we will pay for any one SECTION Ill -PHYSICAL DAMAGE loss is the lesser of the following: COVERAGE,A. COVERAGE is replaced with the following: a. $50,000 per accident, or b. cash value, or 4. Coverage Extension c. the cost of repair, We will pay up to $50 per day to a minus the deductible equal to the maximum of$1500 for temporary lowest deductible applicable to transportation expense incurred any owned "auto" for that by you because of the total theft of coverage. Any deductible shown a covered "auto" of the private in the Declarations does not apply passenger type. We will pay only to"loss"caused by fire or for those covered "autos"for lightning. Subject to the limit and which you carry either deductible stated above, we will Comprehensive or Specified provide coverage equal to the Causes of Loss Coverage. We will broadest coverage provided to pay for temporary transportation any covered "auto" you own, that expenses incurred during the is applicable to the loss. period beginning 24 hours after the theft and ending, regardless of If the loss arises from an accident the policy s expiration,when the for which you are legally liable covered "auto" is returned to use and the lessor incurs an actual or we pay for its "loss". financial loss from that accident, we will cover the lessor s actual 10. HIRED AUTO PHYSICAL DAMAGE financial loss of use of the hired "auto" for a period of up to seven The following is added to SECTION III - consecutive days from the date of PHYSICAL DAMAGE COVERAGE,A. the accident, subject to a limit of COVERAGE: $1,000 per accident. 5. Hired Auto Physical Damage 11. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE If hired "autos"are covered "autos"for Liability Coverage and The following is added to SECTION III - if Physical Damage Coverage of PHYSICAL DAMAGE COVERAGE,A. Comprehensive, Specified Causes COVERAGE: of Loss, or Collision is provided under this Coverage Form for any 6. Audio,Visual and Data Electronic "auto" you own, then the Physical Equipment Coverage Damage Coverage(s) provided is extended to "autos"you hire We will pay for"loss" to any without a driver or your employee electronic equipment that receives hires, without a driver, at your Includes copyrighted material of Insurance Services Office, Inc.with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155(9-97) Page 3 of 7 • or transmits audio, visual or data equipment is permanently signals and that is not designed installed in the covered solely for the reproduction of "auto", and sound. This coverage applies b. Permanently installed only if the equipment Is in the opening of the dash permanently installed in the or console normally used covered "auto" at the time of the by the manufacturer for "loss" or the equipment is the installation of a radio. removable from a housing unit which is permanently installed in With respect to coverage herein, the covered auto at the time of the LIMIT OF INSURANCE the"loss", and such equipment is provision of PHYSICAL DAMAGE designed to be solely operated by COVERAGE is replaced by the use of the power from the"auto s" following: electrical system, in or upon the covered "auto", including its 1. The most we will pay for all antennas and other accessories. "loss"to audio, visual or data However,this does not include electronic equipment and any tapes, records or discs. accessories used with this equipment as a result of any The exclusions that apply to one'"accident" is the lesser of PHYSICAL DAMAGE COVERAGE, except for the exclusion relating to a. The actual cash value of Audio, Visual and Data Electronic the damaged or stolen Equipment, also apply to coverage property as of the time of provided herein. In addition, the the"loss"; or following exclusions apply: b. The cost of repairing or replacing the damaged or We will not pay , under this stolen property with other coverage, for either any electronic property of like kind and equipment or accessories used quality; or with such electronic equipment c. $500. that is: 2. An adjustment for 1. Necessary for the normal depreciation and physical operation of the covered condition will be made in "auto" or the monitoring of determining actual cash value the covered "auto s" at the time of the"loss". operating system; or 3. Deductibles applicable to 2. Both: PHYSICAL DAMAGE COVERAGE,do not apply a. An integral part of the to this Audio, Visual and Data same unit housing any Electronic Equipment sound reproducing Coverage. equipment designed solely for the If there is other coverage provided reproduction of sound if by this policy for audio, visual and the sound reproducing data electronic equipment, the coverage provided herein is Includes copyrighted material of Insurance Services Office, Inc.with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155(9-97) Page 4 of 7 AHTeinover Insurance Croup- - AWFD709922 5701660 • excess. However, you may elect covered"auto". If loss is to apply the limit or any portion caused by theft, this thereof of coverage provided number of days is added herein to pay any deductible that to the number of days it is applicable under the provisions takes to locate the covered of the other coverage. "auto" and transport it to a repair shop. 12. RENTAL REIMBURSEMENT and MATERIAL TRANSFER EXPENSE 2. 60 days. The following is added to SECTION III - Our payment is limited to the PHYSICAL DAMAGE COVERAGE,A. lesser of the following amounts: COVERAGE: 1. Necessary and actual 7. Rental Reimbursement and expenses incurred, Material Transfer Expense including loss of use. This coverage provides only those 2. $3000. Physical Damage Coverages where a premium is shown in the This auto rental expense coverage Declarations. It applies only to a does not apply while there are covered "auto" described or spare or reserve "autos" available designated to which the Physical to you for your operations. Damage Coverages apply. If"loss" results from the total theft We will pay for auto rental of a covered "auto" of the private expenses and the expenses, passenger type,we will pay under incurred by you because of loss" this coverage only that amount of to a covered "auto", to remove your rental reimbursement and transfer your materials and expenses which is not already equipment from the covered provided for under the SECTION "auto" . Payment applies in III-PHYSICAL DAMAGE addition to the otherwise COVERAGE,A. 4. Coverage applicable amount of each Extension. coverage you have on a covered "auto". No deductibles apply to 13. AIRBAG COVERAGE this coverage. The following is added to SECTION III - We will pay only for those auto PHYSICAL DAMAGE COVERAGE,B. rental expenses incurred during Exclusions, paragraph 3. the policy period beginning 24 hours after the "loss" and ending, The portion of this exclusion relating to regardless of the policy s mechanical or electrical breakdown does expiration, with the lesser of the not apply to the accidental discharge of an following number of days: airbag. This coverage is excess of other collectible insurance or warranty. No 1. The number of days deductible applies to this Airbag reasonably required to Coverage. repair or replace the Includes copyrighted material of Insurance Services Office, Inc.with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155(9-97) Page 5 of 7 14. AUTO LOAN PHYSICAL DAMAGE imposed under a lease for excessive use, EXTENSION abnormal wear and tear or high mileage; security deposits not refunded by the The following is added to SECTION III - lessor; cost for extended warranties, PHYSICAL DAMAGE COVERAGE,C. Limit Credit Life Insurance, Health, Accident or Of Insurance provision: Disability Insurance purchased with the loan; and carry over balances from When a "loss" results in a total loss to a previous leases. covered auto you own for which a Loss Payee is designated in this policy, the This coverage applies only to the initial most we will pay for"loss" in any one lease for the covered "auto" which has not "accident" is the greater of: previously been leased. This coverage is excess over all other collectible 1. The actual cash value of the insurance. damaged or stolen property as of the time of the "loss"; or SECTION IV-CONDITIONS 2. The outstanding balance of the 16. DUTIES IN THE EVENT OF ACCIDENT, initial loan, less any amounts for CLAIM, SUIT OR LOSS taxes, overdue payments, overdue payment charges, penalties, The following is added to SECTION IV - interest , any charges for early BUSINESS AUTO CONDITIONS,A. Loss termination of the loan, costs for Conditions,2. Dudes In The Event Of Credit Life Insurance, Health, Accident, Claim,Suit Or Loss: Accident or Disability Insurance purchased with the loan, and d. Knowledge of any "accident", carry-over balances from previous claim, "suit" or "loss" will be loans. deemed knowledge by you when notice of such "accident", 15. AUTO LEASE PHYSICAL DAMAGE claim, "suit" or "loss" has been EXTENSION received by: The following is added to SECTION III - (1) You, if you are an individual; PHYSICAL DAMAGE COVERAGE,C. Limit (2) Any partner or insurance Of Insurance provision: manager if you are a partnership; or If, because of damage, destruction or theft (3) An executive officer or of a covered "auto", which is a long-term insurance manager if you are leased "auto", the lease agreement a corporation. between you and the lessor is terminated, 'we" will pay the difference between the 17. BLANKET WAIVER OF SUBROGATION amount paid under paragraph C. LIMIT OF INSURANCE 1. or 2. and the amount due Paragraph 5.Transfer Of Rights Of at the time of loss" under the terms of Recovery Against Others To Us, SECTION the lease agreement applicable to the IV- BUSINESS AUTO CONDITIONS,A. leased 'auto"which you are required to Loss Conditions is replaced by the pay: less any fees to dispose of the auto; following: any overdue payments; financial penalties Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155(9-97) Page 6 of 7 Hanover Insurance roup_ AWFD709922 5701660 5. Transfer Of Rights Of Recovery 19. HIRED AUTO -WORLDWIDE Against Others To Us COVERAGE If any person or organization to or The following is added to SECTION IV- for whom we make payment Business Auto Conditions, B. General under this Coverage Form has Conditions, paragraph 7. Policy Period, rights to recover damages from Coverage Territory provision: another, which have not been waived through the execution of e. Outside the coverage territory an "insured contract", written described in a., b., c.,and d. agreement, or permit, prior to the above for an "accident" or loss" "accident" or'loss" giving rise to resulting from the use of a the payment, those rights to covered "auto" you hire, without a recover damages from another driver, or your employee hires are transferred to us. That person without a driver, at your direction, or organization must do for the purpose of conducting your everything necessary to secure business, for a period of 30 days our rights and must do nothing or less, provided the suit is after the "accident"or loss" to brought within The United States impair them. of America or its territories or possessions. 18. UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION SECTION V-DEFINITIONS The following is added to SECTION IV 20. MENTAL ANGUISH BUSINESS AUTO CONDmONS. B. General Conditions, paragraph 2. Paragraph C. "Bodily injury", SECTION V- Concealment, Misrepresentation Or Fraud: DEFINITIONS is replaced by the following: Your unintentional error in disclosing, C. "Bodily injury" means bodily injury, or failure to disclose, any material fact sickness or disease sustained by a existing after the effective date of this person including death or mental Coverage Form shall not prejudice anguish resulting from any of these. your rights under this Coverage Form. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. Includes copyrighted material of Insurance Services Office, Inc. with Its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155(9-97) Page 7 of 7 WAVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule APPLIES AS BLANKET WAIVER FOR THOSE HAVING A WRITTEN CONTRACT WITH THE POLICY- HOLDER REQUIRING WOS FOR WC POLICYHOLDER EMPLOYEES This endorsement changes the policy to which It is attached and is effective on the date issued unless otherwise stated. (The information below Is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Koff&Associates Inc W2F-D709926-00 Premium Insurance Company Countersigned by Allmerica Financial Benefit Insurance WC 00 03 13 (Ed.4-84) Copyright 1983 National Council on Compensation Insurance.