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HomeMy WebLinkAboutKOFF AND ASSOCIATES - 2016ii'v-URANCE USI FIE Al -2016-072 i0gi( MAY PROCEED ( i,Wil INSURANCE EXPIRES,' � Gly!-kVc. CLERK OF COUNCIL. DATE: )VAI 2 3 2OW CONSULTANT AGREEMENT c� Ar HIS AGREEMENT is made and entered into this 4th day of April, 201E by and between Toff and Associates ("Consultant") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant and having special skill and knowledge in the field of employee classification and compensation. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the,; performance of this Agreement, Consultant represents that they are knowledgeable in their field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from; a professional consorting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE Or SL4 RVICES Generally, Consultant :shall provide a total compensation, survey for two police classifications, See Exhibit A. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services; the rates and charges identified in .Exhibit B. The total sura to be expended under this Agreement shall not exceed $25,000,00 during the teat of this Agreement, b. Payment_ by City shall be macre within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the recitals which may reasonably be expected by City. 31 TERM This Agreement shall commence on April. 4, 2016 and terminate on Jpne 30, 2016, unless terminated earlier _pursuant to Section 12, below. The term of this Agreement may be extended upon a writing executed by the City Manager- and the City Attorney for up to one (1) year. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not in employee of the City This Agreement is not intendednor shall it be construed to create an employer-employee relationship, a joint venture, relationships, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the Subject matter of this Agreement; however; the services to he provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to its employees and shall be responsible for all applicable withholding taxes. 5 INSURANCE Prior to undertaking performance of work under this Agreement; Consultant shall maintain and. shall require its subcontractors, if any, to obtain and maintain insurance as described below; a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury; including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles.: The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 ,per occurrence and $25000,000 in the aggregate; Such insurance shall (a) mare the City, its officers, employees, agents, volunteers and representatives as additional insured(s); and (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City. b. Worker's Compensation Insurance. In accordance with California State law, Consultant, if Consultant has any employees; is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the -performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in fill force and effect for the entire period,covered,by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (ii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material, aspect without thirty (30) days prior written notice to the City. d. If Consultant fails o • refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance rance leas been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its trate and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6; INDEMNIFICATION Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, counsel, and representatives from liability for, 'personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims: (1) for personal injury, including death, and claims for property damage, arising from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in Section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of 'effects arising from this Agreement. This indemnity and hold harmless .agreement applies to all claims for damages, just compensation; restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the event's referred to in this Section. The Consultant further agrees to indemnify, hold harmless; and pay all costs for the defense of the City, including fees and costs for counsel to be selected by the City; regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to ,personal or property rights arises by reason of the terms of, or effects arising from this Agreement, City_ may make all reasonable decisions with respect to its representation in any legal proceeding,. 7. CONFIDENTIALITY If Consultant received from the City information which clue to the nature, of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall: not use or disclose such information except in the performance- of this Agreement; and farther agrees to :exercise the sante degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, "Confidential hnformation" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) Inas been disclosed in publicly available ources (b) is; through no fault of the Consultant disclosed in a publicly available source; (c) is in r'ightf it possession of the Consultant and disclosed without mi obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest: and shall not have interests, direct or indirect; which would conflict in any manner with performance of services specified under this Agreement. % NOTICE. Any notice, tender, demand, delivery; or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid,; or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O.. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Copies to: Executive Director of Personnel City of Santa Ana 20 Civic Center Plaza (M-24) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6930 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Bax 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6515 To Consultant: Georg S. Kranuner Koff & Associates 2835 Seventh Street Berkeley, CA 94710 Facsimile (510) 652-5633 4 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. if sent by hail, communication shall be effective or deerned to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shal e effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. INCLUSIVITY AND AMENDMENT This.Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements; oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. This Agreement may act be modified except by written instrument signed by the City mid by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms or conditions hereof, shall not bind or obligate Consultant nor. the City. Each party to this Agreement acknowledges that no representations, inducements, promises of agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement perfonned by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City with thirty (30) clays written notice of termination to the Consultant:. a. As a condition of such payment, the City may require Consultant to deliver to the City all the work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited bylaw, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be Tirade for work that fails to meet the standard of performance specified in the Recitals of this Agreenierit. 13. NON DISCRIMINATION Consultant shall not discriminate; because ofrace, color, creed; relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination, or other employment related activities or any activities under tlus Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations; 14. JURISDICITON -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in cormection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United Sates, the State, of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately: and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first abovewritten... tiSign ai re Page to Folly>v ATTEST: !d— MA>I A D; F3 CJ[%F,R �l Clerk of the Council APPROVED AS TO FORM:: Sonia. R, :Carvalho City Attorney" CITY David Cavazos City Manager A - -N �v <�G nA- G i -cg Nlb�rr� RECOMMENDED FOR APPROVAL.: dward S. ya Executive Director Pe sonnel CONSULTANT G ox .ICrarnmer C ief Executive Officer Exhibit A Scope ofServices 1. Consultant shall attend a Kiel( off meeting with City personnel agency staff and Union representatives 2. Consultant shall identify/confirm Comparator Agencies, Benefits to Be Collected 3. Consultant shall conduct an.. analysis of the 10 agencies and feconnnendations for changes 4. Consultant shall conduct a total compensation survey for the classifications of Police Officer. and Police Sergeant utilizing 10 agreed upon agencies and 5. Consultant shall prepare an Analysis and Preliminary Data Review 6. Consultant shall draft compensation findings/additional analysis/meeting with Management and/or the City Council 7, Consultant shall recommend Compensation Structure and Implementation Plan Development. &', Development of Draft Final and Final Report and Deliverables 9. Final Presentation to Management/Union and/or City Council if necessary a Exhibit Fees for Total Compensation Survey and Additional Consulting Service Total cost for the project is at 79 hours is $9,875. Additional consulting will be honored at composite tate of $ 125 per hour. 9 A� R& CERTIFICATE OF LIABILITY INSURANCE ­GATE05/02016 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(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LIC #OE77964 1-925-671-5110 Integro Insurance Brokers 2300 Contra Costa Blvd -p72 CONTACT NAME: Eileen Hollander 925-852-0445 Fax o: 925 0495 SExt: A Eileen.Hollander®integrogroup.com INSURERS AFFORDING COVERAGE NAIC# Suite 375 N -2p16 INSURERA: SENTINEL INS CO LTD 11000 Pleasant Hill, CA 94523 INSURED INSURER B; HARTFORD ACCIDENT & IND CO 22357 Koff & Associates, Inc. INSURERC: HARTFORD INS CO OF THE MIDWEST 37478 IINSURER D: HOUSTON CAS CO 42374 2835 7th Street NSURER E INSURER F: Berkeley, CA 94710 COVERAGES CERTIFICATE NUMBER: 46534187 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF ADDLSUBR POLICY NUMBER POLICY EFF MMIDDNM POLICY EXP MIDDIYYI'Y LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MAGE OCCUR X X 57 SHA AZ7015 SC 10/01/15 10/01/16 EACH OCCURRENCE $ 2,000,000 DAMA ETORENTEO 1,000,000 PREMISES Ee occurrence $ MED EXP(Anyone person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENLAGGREGATE LIMITAPPLIES PER: 2 POLICY E PRO. JEOT LOC GENERALAGGREGATE $ 4,000,000 PRODUCTS - COMPIOP AGG $ 4,000,000 $ OTHER: B AUTOMOBILE LIABILITY X X 57 UEC IZ7944 10/01/15 10/01/16 COMBINED SINGLE LIMIT $ 11000,000 Ea accident XANYAUTO BODILY INJ URY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS INJURY ( BODILY INJUPereccldenl) $ HIRED AUTOS NON -OWNED AUTOS H PROPERTY DAMAGE $ Per accident $ A X UMBRELLA LIAB X OCCUR 57 SBA AZ7015 10/01/15 10/01/16 EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 1,000,000 DED 'Y I RETENTION$ 10,000 $ C WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? NIA 57 NEC LY6165 10 O1 / /15 10/O1/16 X PER OTH- STATUTE ER El, EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory In NH) If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below D Professional Liability H-716-107422 03/01/16 03/01/17 Each Claim 1,000,000 CLAIMS -MADE In the Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACO RD 101, Additional Remarks Schedule, may be attached If more space Is required) Additional Insured(s): City of Santa Ana, its officers, employees, agents, volunteers and representatives. Applicable FOrm(e): SS0008 0405, SS1223 0611, HA9916 0312 & IH0313 0611; Claims Made Date: 04/16/14 of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 APPROVED AS TO Lau ra A. Rossin Senior Assistant City A USA SHOUED ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. REPRESENTATIVE © 1988.2014 ACORD ACURD z5 (YU94/U1) The AOORD name and logo are registered marks of ACORD erunyArgo 46534187 �wll reserved. Named Insured: Koff & Associates, Inc. Policy #579BAAZ7015 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any insured To any Insured, except "volunteer workers b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d, Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. a. Athletics Activities To a person injured while practicing, Instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard", g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, Joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also Insureds, but only with respect to their liability as stockholders. a. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following Is also an insured; a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" Of you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts Within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for. (1) "Bodily injury" or "personal and advertising injury": APPROVED AS TO FORM (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employae" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co, "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. if you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such seNices. (2) "Property damage" to property: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 06 Lama A. Rossini Senior Assistant City Attorney Named Insured: Koff & Associates, Inc. Policy 457SBAAZ7015 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily Injury or "property damage" Purpose by you, .any of your "employees", that occurred; or "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member ('rf you are a limited before you acquired or formed the liability company). organization, b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" or With respect to "mobile equipment" registered in N "volunteer worker"), or any organization your name under any motor vehicle registration m while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization Any person or organization having proper responsible for the conduct of such person is, temporary custody of your property if you also an insured, but only with respect to liability N die, but only: arising cut of operation of the p 9 Pa equipment, and [ only if no other insurance of any kind Is available (1) Vvitlt respect to liability arising out of the to that person or organization for this liability. maintenance cruse of that property; and However, no person or organization is an insured H (2) Until your legal representative has with respect to: been appointed, a. "Bodily injury" to a co -"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. _ e. Unnamed Subsidiary S. Operator of Nonowned Watercraft u Any subsidiary and subsidiary thereof, of Wth respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an _ more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission, Any other person or The Insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other — insured under this insurance is also an insurance of any kind is available to that — insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of Insurance, a. "Bodily injury" to a co -"employee" of the = 3. Newly Acquired Or Formed Organization person operating the watercraft; or — Any organization you newly acquire or form, b. "Property damage" to property owned by, — other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you You or the employer of any person who is _ maintain financial interest of more than 50% of an insured under this provision, the voting stock, will qualify as a Named G. Additional Insureds When Required By — insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However. Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f, below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier, and Form SS 00 08 04 05 Page 11 of 24 Named Insured: Koff & Associates, Inc. Policy #57SBAAZ7015 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, orthe Issuance of the permit, with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations perfomled However, no such person or organization is an at the vendor's premises in connection with the sale of the additional Insured under this provision If such product; person or organization Is Included as an additional insured by an endorsement Issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional Insured coverage grants in Section Other thing or substance by or for F. -- Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily Injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising "your its employees or anyone else out of products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (I) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products, damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement, or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change' with respect to their liability for "bodily "properly in the product made intentionally injury", damage" or by the vendor', and advertising injury" caused, caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of pans under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 Named Insured: Koff & Associates, Inc. Policy #57SHAAZ7015 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the Insurance afforded e, Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but occurrence" which takes place after only with respect to operations you cease to lease that equipment, _ performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional Insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations V-1 to these additional insureds, this performed for the stale or insurance does not apply to: municipality; or o (a) Any "occurrence" which takes (b) "Bodily Injury" or "property damage" o place after you cease to lease that Included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party M (b) Structural alterations, new (1) Any other person or organization who Ln ry construction or demolition is not an insured under Paragraphs a. 0 o operations performed by or on through a, above, but only with c behalf of such person or organization. respect to liability for "bodily Injury", "Property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or — (1) Any architect, engineer, or surveyor, but In part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting — injury", "property damage" or "personal on your behalf; and advertising injury" caused, In whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf. owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and — er included within the "products - (b) In the performance of your completed operations hazard", but ongoing operations performed by only if = ® you or on your behalf. (1) (1) The written contract or written (2) With respectto the insurance afforded requires you to to these additional insureds, the Provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part providas "bodily injury", "property damage" or coverage for "bodily injury" or personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded _ (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: = maps, shop drawings, opinions, "Bodily injury", "property damage" or = reports, surveys, field orders, change orders, designs or "personal and advertising injury" drawings and specifications; or arising out of the rendering of, or the failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS OD 08 04 05 Page 13 of 24 Named Insured: Koff & Associates, Inc. Policy #57SBAAZ7015 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described In Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an Insured with respect to the conduct of any ourrent or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of f ra.number of. a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for; a. Damages because of "bodily injury" and "property damage" included In the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily Injury", 'property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations, This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate, limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. S. Each Occurrence Limit Subject to 2.a, or 2.1a above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "oocurrenee" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily Injury" sustained by any one person Is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5, Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay .under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. S. How Limits Apply To Additional Insureds �7 The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of Insurance specified in a written contract, written, agreement or permit issued by a state or political subdivision; or b, The Limits of Insurance shown In the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS DO 08 04 05 Named Insured: Koff & Associates, Inc. Policy #575HAAZ7015 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit'; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each ccnsecuflve annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the Declarations, unless the policy period is extended person or organization that may be m after issuance for an additional period of less than 12 to the insured because of injurydd months. In that case, the additional period will be or damage to which this insurance deemed part of the last preceding period for purposes may also apply. 0 of determining the Limits of Insurance, d, Obligations At the insured's Own Cost oNo E. LIABILITY AND MEDICAL EXPENSES insured will, except at that insured's own o GENERAL CONDITIONS cost, voluntarily make a payment assume any obligation, or incur an expense, other 1. Bankruptcy than for�first aid, without our con consent, NBankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance o the insured's estate will not relieve us of our � If we cover a claim or "suit" under this 0 obligations under this Coverage Part. Coverage Part that may also be covered * 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured — a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not i to p apply Practicable of an "occurrence" or an the extant that you have agreed in a offense which may result in a claim. To written contract, written agreement or —� the extent possible, notice should include: permit that this insurance Is primary and _ (1) How, when and where the "occurrence" ® non-contributory with the additional insured's own insurance. _ or offense took place; (2) The names and addresses of any f. Knowledge Of An Occurrence, Offense, Claim Or Suit injured persons and witnesses; and (3) The nature and, location of any injury paragraphs a. and b. apply to you or to or damage arising out of the any additional insured only when such "occurrence", — "occurrence" or offense, offense, claim or "suit" is known to: b, Notice Of Claim (1) You or any additional insured that is �a If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) immediately record the specifics of the "suit" (3) Any manager, if you or an additional claim or and the date received; insured is a limited liability company; and (2) Notify us as soon as practicable. (4) Any "executive officer" or insurance manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the "suit" (5) Any trustee, if you or an additional claim or as soon as practicable, insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 OB 04 05 page 16 of 24 Named Insured: Koff & Associates, Inc. Policy #57SBAAZ7015 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages, 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us Into a "suit" asking for damages from an Insured; or b. To sue us on this Coverage Form unless ail of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative, S. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this Insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought, 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements In the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have Issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to diselose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: .q, a. primary Insurance _701 This insurance is primary except when b. below applies. if other insurance is also Primary, we will share with all that other Insurance by the method described in c. below. b. Excess insurance This insurance is excess over any of the other Insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That, is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g, of Section A.— Coverages. (5) Property Damage To Borrowed Equipment or Use of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k, of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 Named Insured: Koff & Associates, Inc. Policy 457SBAAZ7015' BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (8) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of. you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay forthe loss Inthe operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self - added as an additional Insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, If any, with u, Additional Insured To This any other insurance that is not described in m Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the o However, the following provisions Declarations of this Coverage Part apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow a Pat: this method also. Under this approach, N (a) Primary Insurance When each insurer contributes equal amounts o Required By Contract until 11 has paid its applicable limit of o This insurance is primary if you insurance or none of the loss remains, TI j1 have agreed in a written contract, whichevercomes first. — written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will — insurance is also primary, we will contribute by limits. Under this method, each — share with all that other insurance insurer's share is based on the ratio of its by the method described in c, applicable limit of insurance to the total _ below. applicable limits of Insurance of all insurers. (b) Primary And Non -Contributory 8, Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a, Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do Insurance, this insurance is nothing after loss to impair them. At our — primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us — insurance. enforce them, This condition does not -- Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. — other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver ,^ insured has been added as an Of Subrogation) additional insured. If the insured has waived any fights of When this insurance is excess, we will W recovery against any person or c� have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we _ other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the Insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 Policy Number: 57 SBA AZ7015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IL • • • • • 1 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SS 12 23 06 11 Page 1 of 1 © 2011, The Hartford Policy Number: 57 UEC IZ7944 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 The Insurance afforded to any such E. Primary and Non -Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non -Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this {b} The Limits of Insurance shown in insurance is primary and we will not seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit' under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers, to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance, Suit or Loss We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2• AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto" you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS - OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 02011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION 11 - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5. PHYSICAL DAMAGE ADDITIONAL TEMPORARY• • CO Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of"loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or O 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a, above or is an integral part of that equipment; or (3) An integral part of such equipment c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D. - DEDUCTIBLE -of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V - DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.lf the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b. The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 Policy Number: 57 UEC IZ7944 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form Ili 03 13 06 11 Page 1 of 1 © 2011, The Hartford