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HomeMy WebLinkAboutSTRAUB DISTRIBUTING CO. - 2016N-2016.141 INSURANCE ON FILE rVORK MAY PROCEED TIL �INS�URANCE EXPIRES,, CLERK OF COLI CII., DATE: SPONSORSHIP AGREE, MENT WITH STRAUB DISTRIOUTING t): PRCS FOR FIESTAS PATRIAS SANTA ANA 2016 Silvia Cuevas THIS SPbtiISQIiSI-IlP ACil2EE1vlE1"VT is made and entered into this laf day of Sepieiftlier 2016, by and between Strauls Distributing Co,, an Anheuser>Busch Distributor ("Sponsor"')i and the City of Santa Ana, a charter city and municipal corporation organized and existing Outlet the Constitution and laws of the State of California ("City'), RECITALS A, The City is producing its annual Fiestas Patrias Event in downtown Santa Aria on September 60-11, 2016 ("Event'l and dosires to retain sisonsors for the Event, B. Sponsor represents that it is able and willing to provide sponsoi5hip for the Event as further described below" NOW THEREFORE, in consideration of the mutual and respective promises, and subjeet to the terms and conditions hereinafter set forth, the parties agree as follows: I. SPONSOR OBLIGATIONS Sponsor shall provide for the Event a beer garden package that shall Include the following: one beer trailer, three 20' x 20' teats, three tables for the serving areas one table for ID check, one portable bay, a beer garden entrance banner, and tett tear drop banner flags, tit bti stat up with the approval of the Executive Director, Sponsor grants to City the right to use SponsoP`s trademark(s), trade name(%), logo designs and company descriptions as prepared And delivered to City by Sponsor in any medium of advertising, marketing materials, and/or promotional goods distributed in conjunction with the Event and in accordance with Sponsor's usage guldolines (See Exhibit A, attached hereto and incorporated herein), 2. SPONSORSHIP FEE For its participation as a Sponsor for the Event, Sponsor shall pay to the City a sponsorship fee of Twenty Thousand Dollars ($20,000.00), The sponsorship foe Is title and payable by Sponsor to City upon execution of this Agreement, 1 TERM This Agreement shall, commence on the date stated above arid continue through the last date of the Event, unless terminated as otherwise provided in this Agreement. 4, INDEPENDENT CONTRACTOR Sponsor shall, during the entire term of this Agreement, be construed to be inn independent contractor and not an employee of the City. This Agreement is not littended not shatl it be constmed to create an employer employee t"elationAlp, a joint venture rcltttitittslii(9e of to allow the City to exercise discretion or control over the professional manor in whloh Sponsor performs the services which tyre the subject matter of this Agreement; however, the servioes to be provided by Sponsor shall be provided in a manner consistent with all applicable staudafels acid regulations governing such services, Sponsor shall pity all salaries and wages, employer`s soblal security taxes, unemployment insurance and similartaxes relating to employees and shall be responsible for all applicable withholding taxes. S. INSURANCE During the tenor of this Agreement, Sponsor shall maintain and shall require its subcontractors or agents, if any, to obtain and maintain insurance as described below; a. Commerciat General Liability Insurance. Sponsor shall tnaintain commerehil geti€tfal liability insurance which shall include, but not be hinitod to protection against olahns taisi tig from bodily and personal injury, including death resulting therefrom and datitage to, property, resulting from any act or occurrence arising out of Sponsor"s operations in the peffarnianett of this Agreement, including, without limitation, acts Involving vehicles, The amourits of fm5u ahlie shall be not less than the following-, single limit coverage applying to bodily and personal hijuty, including death resulting therefrom, and property damage, in the total amount of $14000,000' per occurrence; and $1,000,000 in the aggregate, Such Insurance shall (a) nairto the city, Its officers, employees, agents, volunteers and representatives as additional insured(s)1(b) be primary and non-contributory with respect to insurance or soi f-fnsurance programs maintained by the City; and (c) contain standard separation of insureds provisions, b. Business automobile liability insurance, or equivalent form, with a colubined single limit of not less than $1,000,000 per occurrence, Such insurance shall Include average for owned, hired and nun -owned automobiles c. Worker's Compensation Insurance. In accordance with California state law, Spvnsot, if Sponsor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance, Prior to commencing the peefutmance of tha work under this Agreement, Sponsor agrees to obtain and maintain any employer's liability Itistiranoe with limits not less than $1,000,000 per accident, d. The following requirements apply to the insurance to be provided by Sponsor putsuant to this section: (i) Sponsor shah maintain all insurance requited above in fish force and effeot for the entire period covered by this Agreement: (ii) Certificates of insurance shall be furnished to the City upon; execution of this Agreement and shall be approved in form by the City. (iii) Certificates and policies shah state that the policies shah not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City, e, If Sponsor fails or refuses to produce or maintain the insurance required by this section or faits or refuses to furnish the City with required proof that insurance has beeit prooured and is in force and paid for, the City shall have file light, at the City`s oleotfonq to toeminate this Agreement. &. INDEMNIFICATION To the fullest extent permitted by law, Sponsor shah indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties")lkoni and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, sui€s, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without litnitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from or in any manner are related (directly or indirectly} to Sponsor's presence or activities at the Event (including the negligent and/or willful acts, errors and/or omissions of Sponsor; its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of thom), Notwithstanding the foregoing, nothing herein shall be construed to require Sponsor to indemnify the indemnified parties from any claim arising from the sole negligence of willful misconduct of the indemnified parties, This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable, The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Sponsor, 7. CONFIDENTIALITY If Sponsor receives from the City information which duo to the nature of such information is reasonably understood to be confidential and/or proprietary, Sponsor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the game degree of care it uses to protect its own information of life importance, but in no event less than reasonable care. "Confidential lnforrrration" shall lnolude all nonpublic information. Confidential information includes not only written infocrrtatfon, 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 eovored by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) ls, through no fault of the Sponsor disclosed in a publicly available source; (c) is in rightful possomlon ofthe Sponsor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Sponsor without reference to inforntation disclosed by tite City. 8. CONFLICT OF INTEREST CLAUSE Sponsor covenants that it presently has no interosts and shall not have intorostsi direct or indirect, which would conflict in any manner with performance of servicos specified under this Agreement. 9. 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 poison or mailed by first class or certifies[ mail, postage prepaid, or sent by fhositaile or other tolographie communication in the manner provided in this Section, to the following persons, To City: Clerk of the City Council City of Santa Aria 20 Civic Center plaza (lvl-30) P.O. Box 1988 Santa Ana, CA 92702.1988 Fax: 714-6,47-6956 Copies to: Park%, Recreation & Community Services Agency City of Santa Ana 20 Civic Center plaza (NI -75) Santa Ana,, California 92702 Fax': 714.571.4221 and City Attorney City of Santa Ana 20 Civic Center plaza (Iv1-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-6515 Co Sponsor: Straub Distributing Co, 4633 La palma Avenue Anaheim, CA 92807 Phone: 714-743-5274 A party may change its address by giving notice in writing to the other party. 'f heteaf ef, any communication shall be addressed and transmitted to the new address. If sent by ntaii, commuunication shall be effective or deemed 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 sett by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the tratistuission 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.. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Sponsor regarding the subject matter hercirt, and supersedes any and all other agreements, oral of written, between the parties, In the event of a conflict between the terntg of this Agfedment And any attachments hereto, the terms of this Agreement shall prevail, This Agreotnetit may not He modified except by written instrument signed by the City and by an authorized ropresentative of Sponsor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall riot bind or obligate Sponsor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any panty, or anyone acting on behalf o€any party, which are not embodied heroin, 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services ofSponsor, Sponsor 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 tiny of the services which are the subject to this Agreement performed by City personnel or by other Sponsors retained by City, 12. CANCELLATION OR TERMINATION If, because of war, Eire, strike, civil strife, government regulation, natural catastrophe, an act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control of City, the Event or any part thereof is prevented from being held or is cancelled by City, City, In its sole discretion, shall determine and refund to the Sponsor its proportionate share of the balance of the aggregate sponsor fees received that remain atter deducting expeinseg incurred by City and reasonable compensation to City. In no case shall the amount of the refund to the Sponsor exceed the amount of the fee paid. City reserves the right to cancel any portion of the Event as it deems necessary and appropriate. Cancellation by the Sponsor will be accepted only in writing, In the evetit ofcane ellat€tan by Sponsor, Sponsor will remain obligated for 100% of the sponsorship fee, and City will retain the right to seely and retain an alternate sponsor in City's sole discretion, 13. NONDISCRIMINATION Sponsor shall not discriminate because of race, color, deed, religion, stat, marital atanist sexual orientation, age, national origin, aneestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreottiont. Sponsor afflrtns that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION -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 Calif6mia, Eofh pat #es further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 15. PROFESSIONAL LICENSES Sponsor shall, throughout the term ofthis Agreement, maintain all necessary lietifus, permits, approvals, waivers, and exemptions necessary hereunder and required by this laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Sponsor shall notify the City immediately and in writing of Its Inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions, Said inability shall be cause for termination of this Agreement. 26. POWER TO RIND Each undersigned represents and warrants that Its signature below lttw the power, authority and right to bind their respective parties to each of the termsofthis Agreement, and shall Bitter hl-f� City fully, including reasonable costs and attorney's fees, for any injuries or damages to City hi the event that such authority or power is not, in tact,, held by the signatory or is withdrawn, IN WYrNESS W'HEREOF, the parties hereto have executed this Sponsorship Agreemahtthe dale and year first above written. ATTEST: JY41 MARIA D HUIZAR Clerk of the Council APPROVED AS TO FORM; SONIA R. CARVALHO City Attorney By -z � Lisa. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL Al-aA Gerardo Mouet. Executive Director, Parke, Recreation end Community Services Agency CrTY OF SANTA ANA NAVA) CAVAZOS City Manager SPONSOR STRAUB 4 STRADIS-01 RHONDAC .A4c"*v ' CERTIFICATE OF LIABILITY INSURANCE DAT Ziz12o1s 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 License '# 0252636 Gallant Risk &Insurance Services, Inc. 4160 Temescal Canyon Rd., #402 Corona, CA 92883 CONTACT "---- __ _ PHONE - - FAx .JA&,A%XX0J951) 368-0700�aX Hm: (951) 368.0707 _ EMAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAICA INSURER A: United Fire _&Cas_ualt Cy ompany13021___ X INSURED INSURER IS: In su rance Compel riOfthe West 27847 Straub Distributing Co. LTD INSURER C $ 300,000 INSURER _ MED EXP (Any one parson) 4633 La Palma Ave. Anaheim, CA 92807 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NIIMRER: 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. IN A.._..._.._.....__.._... __.._.__._._.._._.._._____ D 9U .----_.__.__— dLTMFF- Pbu Y LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDDIYYYY MM/DDN"Y LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIM&MADE EX] OCCUR X 60472392 02/0112016 02101/2017 pFTv a Ea occurrence) _ $ 300,000 MED EXP (Any one parson) $ 6000 PERSONAL & ADV _INJURY _ $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: O. POLICY X1- JE I LOC PRODUC'r$_COMPIOPAGG $ 2,000,000 $ OTHER: _ _ AUTOMOBILE _ LIABILITY COMBINED SINGLE LIMIT -La son t S 1,000,000 A X ANY AUTOX 60472392 02)0112016 02/01/2017 BODILY INJURY (Per person) $ _ ALL OWNED _SCHEDULED AUTOS AUTOS litl BODILY INJURY (Per accident) ) $ HIRED AUTOS NON -OWNED AUTOS PROPCRTYD MAGE fPer accitlenU _ 8 X UMBRELLA UAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREOATE _ $ 10,000,000 A DAR 60472392 0210112016 02/01/2017 JEXCESS --,_L _CLAIM_.M_ADE DED X RETENTION$ 0 ����-$ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory lnNH) If yao, dosarib0 under DESCRIPTION OF OPERATIONS below _ NIA WSD502056604 0210112016 02/01/2017 X _ P _ OT ,F9jr _ _ STATUTE „_____a�____ E.L. EACH ACCIDENT —----------.-- E. L. DISEASE - EA EMPLOYE $ 1,000,0_0_0 $ 1,000,000 E. L. DISEASE,POLICYLIMIT $ 11000,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more apace is required) RE: Anhouser Busch riestae`8040 The City of Santa Ana, Its officers, employees, agents and representatives are listed as additional insured In regards to general liability and auto liability per the attached policy farms. Coverage Is primary and non-contributory par the attached policy forms. 30 day notice of cancellation. • 1 I City of Santa Ana, Parks, Recreation & Community Services Agency -M23 Attn: Silvia Cuevas 20 Civic Center Plaza PO Box 1988 Santa Ana, CA 92702 SHOULD ANY OF THE ABOVE DE: THE EXPIRATION DATE THEI ACCORDANCE WITH THE POLICY AUTHORIZED REPRESENTATIVE �Jf0� aki-1�aial ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD WILL BE DELIVERED IN All riahla ra.arvad CG 71 98 92 15 MANUFACTURERS LIABILITY EXTENSION ENDORSEMENT COMMERCIAL GENERAL LIABILITY EXTENSION ENDORSEMENT SUMMARY OF COVERAGES This Is a summary of the various additional coverages and coverage modifications provided by this endorsement. No coverage Is provided by this summary. * Extended Property Damage * Expanded Fire Legal Liability to include Explosion, Lightning and Sprinkler Leakage * Coverage for non -owned watercraft is extended to 51 feet in length * Property Damage - Borrowed Equipment * Property Damage Liability - Elevators * Coverage D - Voluntary Property Damage Coverage $10,000 Occurrence with a $25,000 Aggregate Coverage E - Care, Custody and Control Property Damage Coverage $50,000 Occurrence with a $100,000 Aggregate - $500 Deductible * Coverage F - Electronic Data Liability Coverage - $50,000 * Coverage G - Product Recall Expense $50,000 Each Recall Limit with a $100,000 Aggregate - $1,000 Deductible * Coverage H - Water Damage Legal Liability - $25,000 * Increase in Supplementary Payments: Bail Bonds to $1,000 " Increase in Supplementary Payments: Loss of Earnings to $500 * For newly formed or acquired organizations - extend the reporting requirement to 180 days " Broadened Named Insured * Automatic Additional Insured - Owners, Lessees or Contractors - Automatic Status When Required in Construction Agreement With You * Automatic Additional Insured - Vendors * Automatic Additional Insured - Lessor of Leased Equipment Automatic Status When Required in Lease Agreement With You * Automatic Additional Insured - Managers or Lessor of Premises * Additional Insured - Engineers, Architects Or Surveyors Not Engaged by the Named Insured Additional Insured - Employee Injury to Another Employee * Automatically included - Aggregate Limits of Insurance (per location) * Automatically Included - Aggregate Limits of Insurance (per project) * Knowledge of occurrence - Knowledge of an "occurrence", 'claim or suit' by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee * Blanket Waiver of Subrogation * Liberalization Condition * Unintentional failure to disclose all hazards. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. Mobile equipment to include snow removal, road maintenance and street cleaning equipment less than 1,000 lbs GVW * Bodily Injury Redefined REFER TO THE ACTUAL ENDORSEMENT FOLLOWING ON PAGES 2 THROUGH 12 FOR CHA_N,%j b*FECTING YOUR INSURANCE PROTECTION �QNIPWw o �u � as ,°°°°""p� SNP�itin CG 7198 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its peals is on. Page 1 of 12 CG 71 98 02 15 j. Damage to Property "Property damage" to: (1) Property held by the insured for servicing, repair, storage or sale at premises you own, rent, lease, operate or use; (2) Property transported by or damage caused by any "automobile", "watercraft" or "aircraft" you own, hire or lease; (3) Property you own, rent, lease, borrow or use. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE For the purposes of this Voluntary Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for this coverage. 2. COVERAGE E - CARE, CUSTODY AND CONTROL PROPERTY DAMAGE COVERAGE For the purpose of this Care, Custody and Control Property Damage Coverage only: a. Item (4) of Exclusion J. does not apply, The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE For the purposes of this Care, Custody and Control Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for this coverage. 3. COVERAGE F - ELECTRONIC DATA LIABILITY COVERAGE For the purposes of this Electronic Data Liability Coverage only; a. Exclusion p, of Coverage A — Bodily Injury And Property Damage Liability in Section I — Coverages is replaced by the following: 2. Exclusions This insurance does not apply to: p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data" that does not result from physical injury to tangible property. However, this exclusion does not apply to liability for damages because of "bodily injury" b. "Property Damage means: (1) Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or (2) Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it; or (3) Loss of, loss of use of, damage to, corruption of, inability to access or inability to properly manipulate "electronic data", resulting from physical Injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the "occurrence" that caused it, For the purposes of this Electronic Data Liability Coverage, "electronic data" is not tangible property. The amount we will pay Is limited as described below in SECTION III - LIMITS OF INSURAN�CF.�Dl., 4. COVERAGE G - PRODUCT RECALL EXPENSE ���\O� tQJ 144 a. Insuring Agreement C $ (1) We will pay 90% of "product recall expense" you incur as a result of a "product re �iQr? tate * Oing the coverage period.''\Vrr�''�(pQ (2) We will only pay for "product recall expense" arising out of "your products" whichr�rave Teen physically relinquished to others, (3) Exclusion J. does not apply to "customer consequential loss of profit expense". CG 71 98 02 15 includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 12 CG 71 98 02 15 SECTION II - WHO iS AN INSURED A. The following change is made: Extended Reporting Requirements Item 3.a. is deleted and replaced by the following a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. The following provisions are added: 4, BROAD FORM NAMED INSURED Item 1.f. is added as follows: f. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period only if there is no other similar insurance available to that entity. However: (1) Coverage A does not apply to "bodily injury" or 'property damage" that occurred before you acquired more than 50 percent of the voting stock; and (2) Coverage B does not apply to 'personal and advertising injury" arising out of an offense committed before you acquired more than 50 percent of the voting stock. S. Additional Insured - Owners, Lessees or Contractors • Automatic Status When Required in Construction or Service Agreement With You a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy is an Insured. Such person or organization Is an additional insured only with respect to your liability for "bodily injury", 'property damage" or "personal and advertising injury" which may be imputed to that person or organization directly arising out of: d by 1. Your acts or omissions; or�v1Ca�N� 2. The acts or omissions of those acting on your behalf; in the rform nce of ur ons for Howeveer, the aInsuranceoaffordedongoing osuchaational 'ddtinsureidtional insured. `\v �IP� � 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. 'Bodily injury", 'property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the 'personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. 2. 'Bodily Injury" or "property damage" occurring after: a, All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or CG 7198 02 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 12 CG 71 98 02 16 However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. b. With respect to the insurance afforded to these additional insureds, this Insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 8. Additional Insured — Managers or Lessors of Promises a. Any person(s) or organization(s), but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "Occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) afforded coverage by this additional coverage, However: (1) The Insurance afforded to such additional Insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 9. Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured a. Any architects, engineers or surveyors who are not engaged by you are insureds, but only with respect to liability for "bodily injury" or "property damage" or "personal and advertising injury" which may be Imputed to that architect, engineer or surveyor arising out of: d �y (1) Your acts or omissions; or �Ovy0yy6 �) (2) Your acts or omissions of those acting on your behalf; [ in the performance of your ongoing operations performed by you or on your behalf. ('��OvaS But only if such architects, engineers or surveyors, while not engaged by you, areIyC'rggrtli be added as an additional Insured to your policy. ��rp However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. b. With respect to the insurance afforded to these additional Insureds, the following additional exclusion applies This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services, including: (1) The preparing, approving, or failing to prepare or approve, maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (2) Supervisory, inspection or engineering services, This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily Injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services. CG 7198 02 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 12 CG 71 98 02 15 b. The Each Product Recall Limit shown above is the most we will pay, subject to the Aggregate and $1,000 deductible, for "product recall expense" you incur for any one "product recall' you initiate during the endorsement period. $25,000 Is the most we will pay for "customer consequential loss of profit expense" for any one "product recall'. $25,000 is the most we will pay for 'loss of your profit' for any one "product recall' We will only pay for the amount of Product Recall Expenses which are in excess of the deductible amount. The deductible applies separately to each Product Recall. The limits of Insurance will not be reduced by the amount of this deductible. We may, or will If required by law, pay all or any part of any deductible amount. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. 10. Aggregate Limits of Insurance (Per Location) The General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. "Location" means premises involving the same or connecting lots, or premises whose connection is Interrupted only by a street, roadway, waterway or right-of-way of a railroad. 11. Aggregate Limits of Insurance (Per Project) The General Aggregate Limit applies separately to each of your projects away from premises owned by or rented to you. 12. With respects to the Insurance afforded to additional insureds afforded coverage by items 5 through 10 of SECTION II — WHO IS AN INSURED above, the following Is added; The most we will pay on behalf of the additional Insured is the amount of insurance: a. Required by the contract or agreement; b. Available under the applicable Limits of Insurance shown in the Declarations; Whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 13. Subject to 5, of SECTION III — LIMITS OF INSURANCE, a $10,000 'Occurrence" limit and a $25,000 "aggregate" limit is the most we will pay under Coverage A for damages because of "property damage" covered under Coverage D -Voluntary Property Damage Coverage. For the purposes of this Voluntary Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for this coverage. 14. Subject to 5. of SECTION III — LIMITS OF INSURANCE, a $50,000 'Occurrence" limit and a $100,000 "aggregate' limit is the most we will pay under Coverage E - Care, Custody and Control Cov�pngq regardless of the number of: eweG a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits".eVa Deductible -Our obligation to pay damages on your behalf applies only tot amounv� �9ezcess of $500.1 ✓ This deductible applies to all damages because of "property damage" as the result of any one 'Occurrence" regardless of the number of persons or organizations who sustain damages because of that 'Occurrence". We may pay any ;pert or all of the deductible amount to effect settlement of any claim or "suit' and upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. CG 7198 02 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 12 CG 7198 02 15 12. Unintentional Failure to Disclose All Hazards Based on our reliance on your representations as to existing hazards, if you unintentionally should fail to disclose all such hazards at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. 13. The following conditions are added in regard to Coverage G - Product Recall Expense In event of a "product recall", you must a. See to it that we are notified as soon as practicable of a "product recall". To the extent possible, notice should include how, when and where the "product recall" took place and estimated "product recall expense". b. Take all reasonable steps to minimize "product recall expense". This will not increase the limits of insurance. c. If requested, permit us to question you under oath at such times as may be reasonably required about any matter relating to this insurance or your claim, Including your books and records. Your answers must be signed. d. Permit us to inspect and obtain other Information proving the loss. You must send us a signed, sworn statement of loss containing the Information we request to investigate the claim. You must do this within 60 days after our request. e. Cooperate with us in the investigation or settlement of any claim. f. Assist us upon our request, in the enforcement of any rights against any person or organization which may be liable to you because of loss to which this insurance applies. SECTION V -DEFINITIONS A. At item 12. Mobile Equipment the wording at f.(1) is deleted and replaced by the following: f.(1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; except for such vehicles that have a gross vehicle weight less than 1,000 lbs which are not designed for highway use. B. Item 3. "bodily Injury" is deleted and replaced with the following: 3. "bodily injury" means physical Injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease. C. The following definitions are added for this endorsement only, 23. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, Including systems and applications software, hard or floppy disks, CD-ROMS, tape drives, cells, data processing devices or .any other media which are used with electronically controlled equipment, 24. "Product recall" means a withdrawal or removal from the market of "your product" based on the determination by you or any regulatory or governmental agency that: a. The use or consumption of "your product" has caused or will cause actual or alleged "bodily injury" or "property damage"; and b. Such determination requires you to recover possession or control of "your product" from any distributor, purchaser or user, to repair or replace "your product", but only if "your product" is unfit for use or consumption, or is hazardous as a result of: (1) An error or omission by an insured in the design, manufacturing, processing, labeling, storage, or transportation of "your product"; or (2) Actual or alleged intentional, malicious or wrongful alteration or contamination of "your product" by someone other than you. CG 71 98 02 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 11 of 12 F:PICO200 (12-11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFUL Q z Yy BUSINESS AUTO ELITE COVERAGE ENDORSEMENT a\C, �`c„'' This enclorsentent modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this enulorsemenl; tine provisions of the Crverago Porro IMu mess l ed by this endorsement. SECTION H - LIABILITY COVERAGE - Amendments WHO IS AN INSURED The following are added to WHO IS AN INSURED: BLANKET ADDITIONAL INSUREDS Art), person or organization svhh whorl Sou agreed. pursraml tell written contract, to provide insurance such as is afforded under this Coverage Part, but rally to the extent that the person or organization is held alable for your acts or omissions mith respect to your ownership, maintenance or use of a covered "auto." This provision ordy applies if Ute nrrittea contract has been exccutedl prior to the `"bodily in J ill)" or ^property damage" This coverage shall be primary and not contributory' with respect to the person or organization included its an "insured'' trader this section. Any other insurance that person or orgamalzanion has shall be excess and not contributor) with respect to this insurance, bill this provision only applies if it is required in the written contract, identified in this sectlonn and is permitted by law. BROAD FORM NAMED INSURED Any business entity newly acquired or formed by you, other than a partnership. joint venture or limited liability' company during tate policy period provided you own 50% or more of the busluess cutit) and the business entity is mol sepiratety insured for Business Auto Coverage. Coverage is extended lip to a mhaxiiuumn of 180 days following acquisition or formatlam of the business omtitr. EMPLOYED".S AS INSURED -HIRED AUTOS Ane-emptoyoe" of yours is au -insured" while operating an -auto" hired or retired ander a contract or agreement in that `entpaayoe"s' Imam with your pernaission, while perfoallifi g dotes related to the conduct of mir business. EMPLOYEES AS INSURED - N'ONOWNED AUTOS Any' "employee" of Sours is an "Insured while using a covered "ntao" you don't oun, hire or borrow in your business, COVERAGE EXTENSIONS - SUPPLEMENTARY PAYMENTS SuppleaenlalyPayments is annentledl its folloos: We will pati ap to $3.000 for cost of bail bonds (including bonds for relined traffic law violations) required because of an -accident` we Grover. We do not have to tarnish these bonds. We will palalta reasonable expenses incurred by the "insured" at our regtiesi, including actual loss of earnings up to $300 a day. because of tittle off from world. SECTION IIT - PHYSICAL DAMAGE COVERAGE - Amendments AUDIO, VISUAL, AND DATA ELECTRONIC EQUIPMENT COVERAGE EXTENSION Any reference to equipment for the reproduction of sound al includes video and global positioning systems. EXPANDED TOWING COVERAGE Im addition to the towing and labor linut shown in Ute Declarations for private passenger type "autos." we will pay tip to $75 for towing and labor costs incurred each tittle the covered "unto" is disabled. However, tie labor mast be performed at the place of disablement. This coverage applies only to an "auto" covered on this policy for other physical damage coverage. EXPANDED TRANSPORTATION EXPENSE Coverage Extensions - Trn mportatian Expenses is deleted and replaced by the lolloiiing: We will pay up to $60 per day to it maximum of $1.800 for temporal), trmasportafion expense incurred by you because of the total tholl of a covered "auto' of alae priiato passenger type. We will pay only for those covered "autos" for which you early either Comprehensive or Specified Causes of Loss Coveraga. We will pay for temporaq' tuuisportatiom expenses incurred dloring the period beginning 48 hours after hiclud3s eqa}TighW nwterial of ISO pmpei4e'�. Ina. Alda, its panniesioa Page I of 3 the theft and ending, regardless of the policy's expiration. leper, the cowered "auto" is returned to use or Ave pay for its 'loss." EXTRA EXPENSE — STOLEN AUTOS We will pay all to $1.000 for tate expense of returning a stolen covered "auto" to you. We 'will pay only for those cowered "autos' for m hick fou carr Comprehensive or Specified Causes of Loss Coverage. AIRED CAR PHYSICAL DAMAGE COVERAGE For purposes of this section; the term "auto" is redefined to menu a land motor vehicle. "trailer" or semitrailer Avith a gross vehicle NNeight under 20.000 pounds designed for trm el on public roads, but sloes not include "'mobile equipment:' If Comprehensive, Specified Causes of Loss or Collision coverage is provided to all owned autos by this policy, you nutp extend that coverage to apply to Physical Damage "loss' to hired ""autos:' We will provide coverage equal to the nuninmm coverage mailable to any covered "auto"' shoran in the Declarations. Bill, the most we will pay for '"loss" to a l4ed "auto" in am one "accident' is the lesser of: L $50.000: of 2. 'rhe actual cash value of tlae damaged or stolen properly as of the time of the "loss:" or 3. The actual cost of repairing o' replacing the damaged or stolen property with other propert} of like kind or qualiq A part is of like kind mal qunlitp when it is of equal o better condition than (lie pre -accident part. We will use the original equipment front tine manufacturers when: a) The operational safeq of the vehicle ought otherwise be impaired: b) Reasonable and diligent efforts to locate the appropriate rebuilt. aflermarket or used partInce been unsuccessful: c) A new original equipment part of like kind and clualih is available lad wilt result' in the lovcst morall repair cost: (1) For vellicles insured under policies written on or before December 31. 2003. the vehicle has been used no more than 15,000 miles miless the pre- accident condition warrants olhenvlse: or e) For vehicles insured under policies written on or after January 1, 2004, the vehicle has been used no mote than 20,000 miles unless the pre -accident condition oanrants otherwise. FPICO200 (12-11) For each hired "auto" our obligation to pay "loss" will be reduced by it deductible equal to the highest deductible applicable to any owned "auto for that coverage. No deductible will be applied to "loss` caused by fire or lightning. We will also pay rip to $500 per "accident' to] - loss of use of the bared "auto" if it results front an " aocideat' for which } ou arc legally liable, The lessor most suffer an actual financial "loss" for this coverage to apply. Hired Car Physical Damage Coverage provided by this extension is excess over any other collectible insurance, LOAN/LEASE GAP COVERAGE For purposes of this section. tile leant -into" is redefined to mean a laud motor vehicle. "trailef' or semitrailer with a gross vehicle weight under 20.000 pounds designed for travel on public roads, but does not include "mobile equiputeut:' If a long-term leased or financed "auto" is a covered "auto' for the Physical Damage Coverage applicable to a total 'loss." lad file lessor or financial institution is an additional insured under this Coverage Part; we will pay lip to a maximum of $15.000 the difference between amounts 3011 owe the lessor or financial institution under the lease or loot terms and tine amount of insurance paid the lessor or financial institution for the total "loss' of alae covered "auto" nuuus: any payments overdue at the time of file loss: any financial penalties huposed clue to wear and tear, bigh mileage or simllar charges: any security deposits not refunded by file lessor or financial institution: any costs for credit life. health ,and accident. or disability insurance: anq costs for extended warranties: or any carl5'-over balances from precious leases or loans. You are responsible fo the deductible applicable to the "los" for the covered "auto'. This coverage is excess instu'mtce ON any other collectible insoramce or lease Provision. PERSONAL EFFECTS COVERAGE We will pm up to $400 for 'loss �cari other personal effects, avinich are- , ,„116 1. Oacned by an "imsurecl.`' and Gip,''' ���v. L ha or ora your covered "auto." r \a�6 in the event of a total theft "1 of q ( ered -',,into," No deductibles apply to Personal Effects Coverage. RENTAL REIMBURSEMENT COVERAGE 1. We twill pap for rental reimbursement expenses incurred be Vou for the rental of an "mato' because of "loss" to a co\ eyed "auto:' Payment applies in addition to tine otherwise applicable amount of each coverage you have oto a covered "onto. " No deductibles apply to Rental Reimbursement Coverage. lircludts copi'righted material (if L":O Properties. Inc. rvith its permission Page 2 of 3 2. We will pay only for those expenses incurred during die policy period beginning 24 hours after the "loss" and ending,, regardless of the policy's expiration, with the lesser of the following number of days: a) The number of days reasonably required to repair or replace the covered "auto." If " loss' is caused by theft, this number of days is added to the number of days it tames to locate the covered "auto" and return it to you, b) The nnrmber of days shouvu in the Schedule. 3. This coverage applies only to a covered "autoe' for which there is Comprehensive, Spec'if'ied Causes of Loss or Collision Coverage provided on this covered "auto." If there is no Collision Coverage for a covered -auto,"t then Rental Reimbursement Coverage will not apply to a Collision loss 'involving that covered "auto." 4. Our payment is limiter( to the lesser of the foilouving amounts; a) Necessary and actual expenses incurred. b) $75 for any one day or for a rrnaxinnum. of 30 days. 5, This coverage does not apply while there are spare or reserve"autos' available to yoni for your operations. G. If -Ions" results fora n the total thetl of a covered "antro" of the private passenger type, we will, pay under this coverage only that runcatat of your rental rel riburseruent expenses which .is not already provided for under the PHYSICAL DAMAGE COVERAGE Coverage Extension, 7. Coverage does not ripply to any covered "auto" for which coverage is provided by endorsement form CA 9923 on this policy. WAIVER OF DEDUCTIBLE - GLASS Deductible is amended by adding the following: No deductible for it covered "auto" will apply to glass damage if the glass is repaired rather than replaced. SECTION IV -- BUSINESS AUTO CONDITIONS - Ameudments LOSS CONDITIONS FPICO200(12-11) subsequent investigation of such claims or "suits", ander DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS, do not apply until the "acoident" or "loss' is known to: 1. You, if you are in individual: 2. A partner, if you ire it partnership. 3. An executive officer or Insurance manager, if you area corporation: 4. Your members, managers or insurance nnauager, if you are a limited liability company, 5, Your elected or appointed officials, trustees, board members, or your insurance manager, if you are an orginization other than a partnership, joint venture, or limited liability company. But, this section does not amend the provisions relating to notification of police, protection or examination of the property, whish ryas subject to the "loss." BLANKET WAIVER OF SUBROGATION Transfer Of Rights Of Recover v Against Others To Us is deleted and replaced by the following: We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or ""loss,` provided that the "accident' or '•loss" arises out of the operations contemplated by such contract. The nuiver applies only to the person or organization designated in such contract. GENERAL CONDITION'S UNINTENTIONAL ERRORS OR OMISSIONS Concealment, Misrepresentation Or Fraud is amended by adding tine following: The' unintentional omission of, or unintentional error in, any inhbrrnation given by you shall not prejudice your rights under this insurance Ilo'ttever•, Nus provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. SECTION V - DEFINITIONS - Amembrient MENTALANGUISH KNOWLEDGE OF ACCIDENT, CLAIM, SUIT OR LOSS The definition of "bodily In' g�, amended t Include nrel>Cal ang ish resulting � IRay " odill 'p' siclaless The requlernonis ,for reporting and sending claim or `"suit"" or dlsuese sustained fr eN,$on, l�� information to us, Including provisions related to the "�,�ir� 6{(il ti� P� Tnatn<Iu�t u�.9ntyrighfae mnten3til of ISO ih npa41e5, Yi7t�, with3i>; pero$a p, i" T,7 P Pago3of3