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HomeMy WebLinkAboutDOWNEY VENDORS INC. 2City of Santa Ana Clerk of the Council S AGREEMENT TERMINATION 05 Please complete this form when the attached agreement is no longer in effect. Return form to the Clerk of the Council Office (M -30). Call 647 -6520 if you have any questions. ----------------------- _______________--------------- ______ ____________ ____--------------- The agreement with 1 n er! VQs p-� �} No. was completed on 30 -Q d and final payment has been made. W-1009 -697 Department: (/y J 1 N- 2008 - 0 V -001 Phone /Ext.: f Signature: Date: j D Revised 12 -07 -07 NSURANCE NOT ON FILE NORK MAY Nff PPROCEED CLERK OF COUNCIL DATE: it-i-016 o: COT, (1)(ca1ei nai,e -e) VENDING SERVICES AGREEMENT N-2006 -106 THIS AGREEMENT, made and entered into this y9<L - day of oofc6er 2006 by and between Downey Vendors, Inc., a California corporation (hereinafter "Contractor"), 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 (hereinafter "City"). RECITALS A. The City desires to acquire the services and equipment of a capable and experienced food and beverage vending machine contractor to provide refreshments at reduced cost for City employees at City -owned locations. B. Contractor has provided such services to City and has agreed to continue to provide vending services in compliance with the City's healthy foods resolution. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be perforated in compliance with such standards as may reasonably he expected from a professional vending services company. 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 OF SERVICES Contractor shall perform those services as set forth in Exhibit A to this Agreement. In addition, Contractor shall provide such services in conformance with the following terns and conditions aJ Contractor shall provide a variety of vending snacks and drinks, in conformance with City's Healthy Snacks Resolution 2006 -053. b.) Contractor shall provide "reduced prices" on all vending machine products. The term "reduced prices" shall mean the mutually agreed discounted prices on all vending products provided by Contractor to City. c.) Contractor shall provide City thirty (30) day prior notification, in writing, of any price increase for items dispensed in vending machines subject to this Agreement. Any such increase in price must be agreed upon in writing executed by City and Contractor. d.) Contractor shall provide labor and supervision of service and maintenance of the vending operations at City facilities. If Contractor desires, or is requested by City to install new machines, Contractor shall so install at its cost. e.) Contractor shall be responsible for costs of installation and removal of all vending machines owned or maintained by Contractor. f.) Contractor shall provide new food and beverage vending machines ( "Machines ") which must be new when installed and must be kept in clean, new condition. Energy saving equipment shall be used when available. g.) Contractor shall advise the Clerk of the Council, or her designee ( "Clerk "), of any changes to equipment. If Clerk objects to such change, the parties will negotiate a mutually agreeable resolution of equipment issues. All equipment is subject to inspection by Clerk. If Clerk determines that equipment is not maintained in a clean, sanitary and hygienic standard. City may I) provide such services and bill Contractor for any cost, or 2) require new equipment, or 3) terminate this Agreement. It.) Contractor shall insure that all perishable products are fresh. All items date coded shall be replaced before the expiration date. Contractor shall supply only name brand products. i.) Contractor shall be responsible for complete maintenance of machines, including but not limited to, servicing and cleaning all vending machines. Contractor shall provide the Clerk with a schedule of routine maintenance and cleaning for all machines. j.) Contractor shall provide a toll free number for maintenance problems. Said number shall be displayed on each machine. k.) Contractor provided maintenance and service shall be provided during City business hours. Contractor shall respond to calls within four (4) hours from the time a service call is placed and one (1) hour for emergency calls. Contractor shall provide for the collection of all money deposited within the vending machines at regular intervals, during City business hours. I.) Contractor shall furnish a malfunction incident report to the City upon completion of each maintenance call. The report shall include as a minimum the following: i) date and time notified, 2) date and time of arrival, 3) type of machine 4) description of malfunction, and 5) remedy. m.) Contractor shall establish and display at each vending location, a refund policy for any money lost due to vending machine error. n.) Contractor shall pay all federal, state and local taxes which may be assessed against Contractor's equipment or merchandise while in or upon City premises, as well as all federal, state and local taxes assessed in connection with the operation of its vending services upon the premises. o.) Contractor shall comply with all federal, state and local laws and regulations governing the preparation, handling and service of foods, and shall procure and keep in effect all necessary licenses, permits and food handler's cards required by law. All such permits shall be posted in the vending area, as required by law. p.) Contractor shall comply with all applicable federal, state and local laws pertaining to wages and hours of employment. The City shall: a.) Provide Contractor with the space necessary for the operation of vending services, and shall furnish all utilities and facilities reasonably necessary for the efficient performance of this Agreement, including heat, hot and cold water, steam, gas, electric, and garbage removal. The site, number and suitability of vending equipment installed shall be approved by City. b.) Maintain its facilities where vending services are performed in a safe operating condition such that Contractor employees are not exposed to conditions which violate Occupational Safety and Health Act, or any federal, state or local law or regulation. c.) City shall provide building maintenance and janitorial service in the vending area, excluding the machines. 2. COMPENSATION In exchange for City's waiving its right to any portion of revenue from vending machine sales, Contractor shall provide vending products at reduced cost in City facilities. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2008, unless terminated earlier in accordance with Section 4, below. The term of this Agreement may be extended for successive one -year terms, upon a writing executed by the City Manager and the City Attorney. 4. DEFAULT AND TERMINATION In the event a party hereto fails to perform or comply with this Agreement or any provision hereof, this Agreement may be terminated by the non - defaulting party by sending a Cancellation Notice describing the non - compliance. Upon receipt of such Cancellation Notice, the defaulting party shall have thirty (30) days from the date of such notice to cure any such non- compliance. if said default is not cured within the compliance period, this Agreement shall be terminated. The rights of termination referred to herein are not intended to be exclusive and are in addition to any other rights available to either party in law or in equity. 5. RIGHTS UPON TERMINATION Upon termination of this Agreement by either party, City shall permit Contractor reasonable access to City facilities, free from any claim of trespass, for the purpose of removing any vending equipment belonging to Contractor. Until such time as all Contractor's vending equipment is removed, each party's obligations shall continue as set forth in this Agreement. Contractor shall use its best efforts to leave each vendor site in the condition which it existed prior to installation, excepting reasonable wear and tear. 6. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall he responsible for all applicable withholding taxes. 7. INSURANCE, Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and 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 Contractor'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. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. h. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor 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, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Property Insurance in an amount to cover each machine installed upon City property. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire perind 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 Attorney. (iii) 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. f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. 8. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability for personal injury, damages,just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement. Phis 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 events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or 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. 9. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" 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) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall because for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. h. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: PATRICIA E HEAL Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETC14E.R City Attorne By: 0'e CAI La eedy Assistant City A orney CITY OF SANTA ANA *.A City Manager DOWNEY VENDORS, INC. 2--o STrVrN O'NEAL Regional Vice resident Tax ID # -37 07, r?�-t 7 EXHIBIT A SCOPE OF SERVICES Contractor shall install, service and maintain vending equipment listed below. Maintenance coverage shall be available 24 -hours per day, 7 days per week. Periodic inspections by supervisory personnel will insure all vending equipment is being properly maintained and serviced. Contractor shall refund 100% of money lost to customer in vending machines. SANTA ANA CITY HALL I SNACK MACHINE I COLD BEVERAGE MACHINE SANTA ANA PUBLIC LIBRARY I SNACK MACHINE I COLD BEVERAGE MACHINE SANTA ANA POLICF. ADMINISTRATION CODE 7CAFE I SNACK MACHINE 1 FROZEN FOOD MACHINE 2 COLD BEVERAGE MACHINES I HOT DRINK MACHINE IST FLOOR I COLD BEVERAGE MACHINE W SANTA ANA CITY YARD ADMINISTRATION BUILDING I SNACK MACHINE I COLD BEVERAGE MACHINE I HOT DRINK MACHINE FLEET MAINTENANCE 1 SNACK MACHINE 1 COLD BEVERAGE MACHINE SANTA ANA COUNCIL CHAMBERS I COLD BEVERAGE MACHINE PRICE LIST SNACKS CANDY $0.65 GUM & MINTS .50 LARGE CANDY 1.00 BIG GRAB CHIPS, BAKED CHIPS .75 BAG - BIG COOKIES, GRANOLA, NUTS .85 MICROWAVE POPCORN 1.00 PASTRIES 1.25 SANDWICHES 2.50 BURRITOS, TUNA KITS, LUNCH BUCKETS 1.50 ICE CREAM $1.00 - $150 BEVERAGES BOTTLE SODA $1.00 CAN SODA .65 WATER 1.00 BOYILEJUICE 125 COFFEE SMALL .30 LARGE .50 f0 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is allbrded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. 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 telefacsimile 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, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copy to: City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6515 To Contractor: Downey Vendors, Inc. 6814 Suva Street Bell Gardens, California 90201 Attn: Steven O'Neal 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 mail, communication 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 ibrth above. If sent by telefacsimile, communication shall be 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 shal I be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, 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. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. 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 not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor 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 performed by City personnel or by other Contractors retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall remove its vending equipment as set forth in Section 5, above. 15. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, 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. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. 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 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 connection with or by reason of this Agreement. 17. LICENSES AND PERMITS Contractor 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 States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City ACO�n CERTIFICATE OF LIABILITY INSURANCE o El17 /2 o ) PRODUCER (925)688 0733 FAX (925)688 -0737 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Westport & Associates Insurance Services, Inc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR License fl0B84505 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. RETENTION $ X 1390 Willow Pass Rd , #930 Concord, CA 94520-5253 INSURERS AFFORDING COVERAGE NAIC# INSURED Downey Vendors, Inr. qq //'' / INSUaEaA Travelers Property Casualty Co AUTO ONLY - EA ACCIDENT Cagle vending, Inc �— CG 00e-glo O INSURERS: Travelers Indmnity Co of CT A 6814 Suva Street INSURERC. EACH OCCURRENCE Bell Gardens, CA 90201 INSURER $ 2,000, HIRED AUI INSURER E. 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 MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR D'UJ TYPE OFMSURANCE POLICY NUMBER POLr�Y EFFECTNE POUC EK TIOIN ___ LIMITS GENERAL LIABILITY 1660143OC752TIL06 02/09/2006 02/09/2007 EACHOCCIIRRTNOF $ 1,000,000 X COMMERCIAL6ENER�ALLNYILI IY DAMAGE IO RENIEU $ _100, 00 T7 .C, X OLD .N S MED EXP (w,r ane earsue7 $ 5,00 A PERSONAL S ADV INJURY $ 1,000,000 0 P , 000, 000 GENERALAGGREGATE $ 2,000, Otani GENL AGGREGATE LIMIT APPLIES PER PRODUCTS COMP /OP AGO $ 2,000.0061 GARAGE LIABILITY ANY AUTO B $ X POLICY – PRCT O - UGC 1 BODILY INJURY AUTOMOBILE LIABILITY x30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT RETENTION $ X ANY AUTO ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. PROPERTY DAMAGE $ N I OWNFO AUTOS AUTO ONLY - EA ACCIDENT $ sCHEDIII IT) AUTOS A AUTO ONLY: AGO $ EACH OCCURRENCE $ 2,000, AGGREGATE $ 2,000, HIRED AUI $ $ NON 0WNFD AUTOS GARAGE LIABILITY ANY AUTO B $ OCCUR I CLAIMS MADE 1 BODILY INJURY DEDUCTIBLE For POMM x30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNEWEXECUTVE OFFICERMEMBER EXCLUDED? OTHER BA3395(:09506SEL102/09/2006 L06 COMBINED SINGLE LIMIT $ Ea accmara) 1 BODILY INJURY $ For POMM x30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT BODILY INJURY $ IPor aWdonl) ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. PROPERTY DAMAGE $ IPerac id,ii AUTO ONLY - EA ACCIDENT $ UTHERTHAN EAACC $ AUTO ONLY: AGO $ EACH OCCURRENCE $ 2,000, AGGREGATE $ 2,000, $ $ IDRY DMIIDENT Oi R H o FL FACH ACCIDENT $ E L DISEASE EA EMPLOYE $ E.L. DISEASE POLICY LIMIT $ City of Santa Ana, its officers, employees, agents, volunteers and representatives ale named as additional insured per attached form CGD2471002, primary wording applies per form CG00011001 This certificate supersedes the Certificate issued on 09/13/2006 r 10 days notice for non payment CERTIFICATE HOLDER CANCELLATION ACORD 25 (2881188) / nACORO CORPORATION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL x30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT City Of Santa Ana 0fCI Pat Healy BUT FAILURE TO MAIL SUCH NOTICE SMALL IMPOSE NO OBLIGATION OR LIABILITY 2 CIVIC G @titer, 8th EOOr 2D ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. —OF AUTHORRED REPRESENTATIVE ' Santan Ana, GA 92702 ACORD 25 (2881188) / nACORO CORPORATION 1988 ItNZ1 11 3Z a111 If the certificate holder is an ADDITIONAL INSURED, the policy(es) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2007108) POLICY NUMBER: I- 660- 143OC752- TIL -06 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 01 -03 -07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY — CONTRACTORS COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S) CITY OF SANTA ANA ATTN PAT HEALY 20 CIVIC CENTER, 8TH FLR SANTA ANA CA 92702 PROJECT /LOCATION OF COVERED OPERATIONS: CITY HALL,POLICE DEPT LIBRARY,CITY YARD 1. WHO IS AN INSURED — (Section II) is amended to include the person or organization shown in the Schedule above. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The person or organization is only an additional insured with respect to liability caused by "your work" for that additional insured at the location shown in the Schedule. 2. The insurance provided to the additional insured is limited as follows: a) In the event that the limits of liability stated in the policy exceed the limits of liability required by a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought, the insurance provided by this endorsement shall be limited to the limits of liability required by such contract or agreement. This endorsement shall not in- crease the limits stated in Section III — LIMITS OF INSURANCE. or surveyor's rendering of or failure to render any professional services including: I. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifi- cations; and 11. Supervisory or inspection activities per- formed as pad of any related architectural or engineering activities. c) This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" included in the "products- completed operations hazard" unless you are required to provide such coverage for the additional in- sured by a written contract or written agree- mentin effect during this policy period and signed and executed by you prior to the loss for which coverage is sought and then only for the period of time required by such con- tract or agreement and in no event beyond the expiration date of the policy. b) The insurance provided to the additional in- 3. Subpart (1)(a) of the Pollution exclusion under sured does not apply to "bodily injury", "prop- Paragraph 2., Exclusions of Bodily Injury and edy damage ", "personal injury" or "advertising Property Damage Liability Coverage (Section I — injury" arising out of an architect's, engineer's Coverages) does not apply to you if the "bodily CG D2 47 10 02 Copyright, The Travelers Indemnity Company Page 1 of 2 006638 COMMERCIAL GENERAL LIABILITY injury" or "property damage" arises out of "your work" performed on premises which are owned or rented by the additional insured at the time "your work" is performed. 4. Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, con- tingent or on any other basis unless a written contract or written agreement in effect during this policy period and signed and executed by you prior to the loss for which coverage is sought specifically requires that this insurance apply on a primary or non - contributory basis. When this in- surance is primary and there is other insurance available to the additional insured from any source, we will share with that other insurance by the method described in the policy. 5. As a condition of coverage, each additional insured must, a.) Give us prompt written notice of any "occur- rence" or offense which may result in a claim and prompt written notice of "suit ". b.) Immediately forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with policy conditions. c.) Tender the defense and indemnity of any claim or "suit" to any other insurer which also insures against a loss we cover under this endorsement. This includes, but is not limited to, any insurer which has issued a policy of insurance in which the additional insured qualifies as an insured. For purposes of this requirement, the term "insures against' refers to any self- insurance and to any insurer which issued a policy of insurance that may provide coverage for the loss, regardless of whether the additional insured has actually requested that the insurer provide the additional insured with a defense and /or indemnity under that policy of insurance. d.) Agree to make available any other insurance that the additional insured has for a loss we cover under this endorsement. Page 2 of 2 Copyright, The Travelers Indemnity Company CG D2 47 10 02 or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an in- sured; or b. To sue us on this Coverage Part unless all 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 Coverage Part or that are in excess of the applicable limit of insurance. An agreed settle- ment means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Cover- ages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. be- low applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether pri- mary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work "; (b) That Is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner, CG 00 01 10 01 COMMERCIAL GENERAL LIABILITY (c) That is insurance purchased by you to cover your liability as a tenant for "pfopert,p damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the mainte- nance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Dam- age Liability. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an addi- tional insured by attachment of an en- dorsement. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other in- surer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other in- surers. When this insurance is excess over other in- surance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other in- surance would pay for the loss in the ab- sence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, If any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribu- don by equal shares, we will follow this method also. Under this approach each in- surer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contrib- ® ISO Properties Inc., 2000 Page 11 of 16 A RA CERTIFICATE OF LIABILITY INSURANCE o oz112 /20 s' PRODUCER (925)688 -0733 FAX (925)688 -0737 T THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION INSURERS AFFORDING COVERAGE N NAIC # INSURED Downey Vendors, Inc. / Eagle Vending, Inc. I INSURERA: Travelers Indemn Company of CT INSURERS: INSURER C. INSURER O: NSURER E: VE:HAIJEN 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DD' TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE JUMMOMI DATE (mmann"i GENERAL LIABILITY 6601430075208 02/09/2008 02/0912009 EIACHOCCURRENCE $ 1,000,00 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 100,00 pocaI CLAIMS MADE C OCCUR MED EXP (Any one pereon) $ S,000. A PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $ 2,000,00 X POLICY PJECT RO LOG AUTOMOBILE LIABILITY BA3395CO9508 02/09/2008 02/09/2009 COMBINED SINGLE LIMIT ANY AUTO (Ea accment) $ 1,000,000 ALL OWNED AUTOS BODILY INJURY $ X SCHEDULED AUTOS (Per person) A X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Peraccident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESSAJMBRELLA LIABILITY CUP3619Y73608 02/09/2008 02/09/2009 EACH OCCURRENCE $ 5,000,000 OCCUR El CLAIMS MADE AGGREGATE $ 5,000,00 A $ DEDUCTIBLE S X RETENTION $ 10,00 $ WORKERS COMPENSATION AND IACRUB1215L86707 04/01/2007 04/01/2008 X WCSTATU- EMPLOYERS' LIABILITY El. EACH ACCIDENT $ 1,000,0 A ANY PROPRIETORIPARTNER'EXECUI OFFICERMEMSER EXCLUDED' El DISEASE - EA EMPLOYE $ 1,000,00 If yes, describe under SPECIAL PROVISIONS belay E.L. DISEASE - POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Re: Santa Ana City Hall, Santa Ana Police Dept., Santa Ana City Yard & Santa Ana Library City of Santa Ana, its officers, employees, agents, volunteers and representatives are named as additional insured per attached form CG20110196n & primary wording per attached form C000011001 page 11 Of 16. 10 days notice for non - payment. rAUrCI I A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *'30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, City of Santa Ana BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 20 Civic Center, 8th Floor OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATI Santa Ana, CA 92702 AUTHORIZED REP ENTATIVE OPP ex it ACORD 25 (2001108) C/ _- - �// VAGORD GVIKI UV AI IUN TBtfN rAUrCI I A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *'30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, City of Santa Ana BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 20 Civic Center, 8th Floor OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATI Santa Ana, CA 92702 AUTHORIZED REP ENTATIVE OPP ex it ACORD 25 (2001108) C/ _- - �// VAGORD GVIKI UV AI IUN TBtfN ACORD 25 (2001108) C/ _- - �// VAGORD GVIKI UV AI IUN TBtfN IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001108) ACORDM CERTIFICATE OF LIABILITY INSURANCE osjiz%z0 s' PRODUCER (925)688 -0733 FAX (925)688 -0737 Westport & Associates Insurance Services, Inc. License #0684505 N -axe_ (� 1390 Willow Pass Rd., #930 Concord, CA 94520 -5253 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # NSURED Downey Vendors, Inc. / Eagle Vending, Inc. DBA: aka: Premier Vending Group 6814 Suva Street Bell Gardens, CA 90201 INSURERA: Travelers Indemn Company of CT LIMITS INSURER B: NSURERC: 660143OC75208 INSURER D: 02/09/2009 NSURER E: $ 1,000,00 l VVC Ca 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DO' sn,R TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY 660143OC75208 02/09/2008 02/09/2009 EACHOCCURRENCE $ 1,000,00 DAMAGE TO RENTED $ 100,00 X COMMERCIAL GENERAL LIABILITY MED EXP (Any one person) $ 5,00 CLAIMS MADE O OCCUR PERSONAL & ADV INJURY $ 1,000,00 A GENERALAGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,00 POLICY PRO- LOC JECT AUTOMOBILE LIABILITY ANY AUTO BA3395CO9509 02/09/2008 02/09/2009 COMBINED SINGLE LIMIT IEa accident) $ 1,000,00 BODILY INJURY (Per person) $ A ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS X X BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHERTHAN EA ACC AUTO ONLY: AGG $ ANVAUTO $ EXCESSIUMBRELLA LIABILITY CUP3619Y73608 02/09/2008 02/09/2009 EACH OCCURRENCE $ 5,000,005 AGGREGATE $ OCCUR El CLAIMS MADE $ 5,00-0,00-0- A $ DEDUCTIBLE $ X RETENTION $ 10,00 WORKERS COMPENSATION 4NO IACRUB121SL86708 04/01/2006 04/01/2009 X I WCSTATU- ER ITS E.L. EACH ACCIDENT $ 1,000,000 A EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE OFFICEWMEM13ER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 1,000,00 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ 1,000 00 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS e: Santa Ana City Hall, Santa Ana Police Dept., Santa Ana City Yard & Santa Ana Library ity of Santa Ana, its officers, employees, agents, volunteers and representatives are named as dditional insured per attached form CG20110196n & primary wording per attached form C000011001 page 11 f 16. 10 days notice for non - payment.. " City of Santa Ana 20 Civic Center, 8th Floor Santa Ana, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LI BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIo#fflgN OR LIABILITY ACORD 25 (2001108) COACORD CORPORAI IDN !BBB IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001108) ill WESTPORT & ASSOCIATES INSURANCE SERVICES, INC. May 12, 2008 Re: Downey Vendors, Inc /Eagle Vending, Inc./Premier Vending Group Certificate of Insurance Dear Certificate Holder: Attached is the renewal certificate of insurance for the above Insured. This certificate renews the workers compensation coverage only. All general liability endorsements that have been issued with your prior certificate still applies. Any waiver of subrogation that is needed will be mailed under separate cover upon receipt of the waiver from the company. If you should have any questions or concerns, please don't hesitate to contact our office in writing. Since y, Nicole Saavedra Account Executive Two COR3V mCe • 1390 Waw Pass ROAD • S=930 • CO. RO, CA 94520 -5253 T¢ mon 925.688.0733 • Fax 925.688.0737 LicF No. OB84505 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: I- 660- 14300752- TIL -08 ISSUE DATE: 02 -12 -08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE 1. Designation of Premises (Part Leased to You): 2. Name of Person or Organization (Additional Insured): CITY OF SANTA ANA 20 CIVIC CENTER, 8TH FLOOR SANTA ANA CA 92702 3. Additional Premium: 271 (If no entry appears above, the information required to complete this endorsement will be shown in the Declara- tions as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule but only with respect to liability arising out of the ownership, maintenance or use or that part of the premises leased to you and shown in the Schedule 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 demoli- tion operations performed by or on behalf of the person or organization shown in the Schedule. CG 20 11 01 96 Copyright, Insurance Services Office, Inc., 1994 Page 1 of 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER:I- 660- 14300752- TIL -08 ISSUE DATE: 02 -12 -08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE 1. Designation of Premises (Part Leased to You): 20 CIVIC CENTER, 8TH FLOOR SANTA ANA CA 92702 2. Name of Person or Organization (Additional Insured): CITY OF SANTA ANA 20 CIVIC CENTER, 8TH FLOOR SANTA ANA CA 92702 3. Additional Premium: 271 (If no entry appears above, the information required to complete this endorsement will be shown in the Declara- tions as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule 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 demoli- tion operations performed by or on behalf of the person or organization shown in the Schedule. CG 20 1101 96 Copyright, Insurance Services Office, Inc., 1994 Page 1 of 1 or organization which may be liable to the insured because or injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an in- sured; or b. To sue us on this Coverage Part unless all of Us 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 Coverage Part or that are in excess of the applicable limit of insurance. An agreed settle- ment means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Cover- ages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. be- low applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over (1) Any of the other insurance, whether pri- mary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work ", (b) That is Fire insurance for premises rented to you ortemporadly occupied by you with permission of the owner, CG 00 01 10 01 002694 COMMERCIAL GENERAL LIABILITY (c) 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; or (d) If the loss arises out of the mainte- nance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Dam- age Liability. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an addi- tional insured by attachment of an en- dorsement. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other in- surer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other in- surers. When this insurance is excess over other in- surance, we will pay only our share of the amount of the loss, it any, that exceeds the sum of (1) The total amount that all such other in- surance would pay for the loss in the ab- sence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribu- tion by equal shares, we will follow this method also. Under this approach each in- surer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. 1f any of the other insurance does not permit contribution by equal shares, we will contrib- ® ISO Properties Inc., 2000 Page 11 of 16 ACORDM CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD/YYYY) 01/28/2010 PRODUCER (925)934 -0505 FAX (925)977 -1591 Insurance Associates of Northern CA 1550 Parkside Drive, Suite 120 Walnut Creek, CA 94596 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Downey Vendors, Inc. 6814 Suva Street N -2006 -106 Bell Gardens, CA 90201 N- 2008-097 N- 20INIa7 -001 INSURERA: Travelers Indemnity Company INSURER B GENERAL LIABILITY INSURER C: 02/09/2010 INSURER D. EACH OCCURRENCE INSURER E: A 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILT R RS! TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY I660143OC752TIL10 02/09/2010 02/09/2011 EACH OCCURRENCE $ 1,000,0001 A X COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR DAMAGE TO RENTED PRFMIRFS (Fa MED EXP (Any one person) $ loo' o00 $ 5,000 PERSONAL & ADV INJURY $ 19000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. POLICY PRO- JECT LOC PRODUCTS - COMP /OP AGG $ 2,000,000 AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS BA3395C09510SEL 02/09/2010 02/09/2011 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,00 A SCHEDULED AUTOS HIRED AUTOS APPROVED S To i O T FORM M INJURY (Per person) $ X X NON -OWNED AUTOS Laur t BODILY INJURY (Per accident) $ X PROPERTY DAMAGE DAMAGE (Per accident) $ tt Sheedy GARAGE LIABILITY Assist. nt C Ly Attorney AUTO ONLY - EA ACCIDENT $ ANY AUTO H OTHER THAN EA ACC AUTO ONLY AGG $ $ A EXCESS/UMBRELLA LIABILITY X OCCUR FI CLAIMS MADE ISMCUP3619Y736TIL10 02/09/2010 02/09/2011 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ S.000.00 $ DEDUCTIBLE X RETENTION $ 10,00 $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY IACRUB12151_86710 04/01/2010 04/01/2011 X WC STATU- OTH- ER E.L. EACH ACCIDENT — $ 11000,000 A ANY PROPRIETOR /PARTNER,!EXFCUTIVE OFRCER/MEM °ER EXC!_UDFD? If yes, describe under SPECIAL PROVISIONS below OTHER E.L. DISEASE - EA EMPLOYEE $ 11000,000 E.L. DISEASE - POLICY LIMIT $ 1 , 000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS ertificate holder is included as additional insured as respects to General Liability subject to the conditions, limitations and exclusions of the policy. 110 Day for payment non - payment of premium f.­. ATE.-wow City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, CA 92702 J.VV „maul SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INS AUTHORIZED REPRESENTATIVE rrie Lazaro /CHERNE ITS AGENTS OR REPRESENTATIVES. ©ACORD CORPORATION 1988 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage, The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the PRO- VISIONS of this endorsement carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured B. Damage To Premises Rented To You Extension • Perils of fire, explosion, lightning, smoke, water • Limit increased to $300,000 C. Blanket Waiver of Subrogation D. Blanket Additional Insured — Managers or Lessors of Premises E. Blanket Additional Insured — Lessor of Leased Equipment F. Incidental Medical Malpractice G. Personal injury — Assumed by Contract H. Extension of Coverage — Bodily Injury PROVISIONS A. BROADENED NAMED INSURED I. The Named Insured in Item 1. of the Declara- tions is as follows: The person or organization named in Item 1. of the Declarations and any organization, other than a partnership or joint venture, over which you maintain ownership or majority in- terest on the effective date of the policy. However, coverage for any such organization will cease as of the date during the policy pe- riod that you no longer maintain ownership of, or majority interest in, such organization. 2. WHO IS AN INSURED (Section II) Item 4.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, unless reported in writing to us within 180 days. 3. This Provision A. does not apply to any per- son or organization for which coverage is ex- cluded by endorsement. I. Injury to Co- Employees and Co- Volunteer Workers J. Aircraft Chartered with Crew K. Non -Owned Watercraft — Increased from 25 feet to 50 feet L. Increased Supplementary Payments • Cost for bail bonds increased to $2,500 • Loss of earnings increased to $500 per day M. Knowledge and Notice of Occurrence or Offense N. Unintentional Omission O. Reasonable Force — Bodily Injury or Property Damage B. DAMAGE TO PREMISES RENTED TO YOU EXTENSION 1. The last paragraph of COVERAGE A. BOD- ILY INJURY AND PROPERTY DAMAGE LI- ABILITY (Section I — Coverages) is deleted and replaced by the following: Exclusions c. through n. do not apply to dam- age to premises while rented to you, or tem- porarily occupied by you with permission of the owner, caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning; or e. Water. A separate limit of insurance applies to this coverage as described in LIMITS OF INSUR- ANCE (Section III). 2. This insurance does not apply to damage to premises while rented to you, or temporarily CG D1 86 1103 Copyright, The Travelers Indemnity Company, 2003 Page 1 of 5 COMMERCIAL GENERAL LIABILITY occupied by you with permission of the COVERAGE A. BODILY INJURY AND owner, caused by: PROPERTY DAMAGE LIABILITY (Section I — a. Rupture, bursting, or operation of pres- Coverages) is excluded by endorsement. sure relief devices; C. BLANKET WAIVER OF SUBROGATION b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from wa- ter; c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. 3. Part 6. of LIMITS OF INSURANCE (Section 111) is deleted and replaced by the following: Subject to 5. above, the Damage To Prem- ises Rented To You Limit is the most we will pay under COVERAGE A. for damages be- cause of "property damage" to any one prem- ises while rented to you, or temporarily occu- pied by you with permission of the owner, caused by fire, explosion, lightning, smoke resulting from such fire, explosion, or light- ning, or water. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same 'occur- rence", whether such damage results from fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning, or water, or any combination of any of these. The Damage To Premises Rented To You Limit will be the higher of: a. $300,000; or b. The amount shown on the Declarations for Damage To Premises Rented To You Limit. 4. Under DEFINITIONS (Section V), Paragraph a. of the definition of "insured contract" is amended so that it does not include that por- tion of the contract for a lease of premises that indemnifies any person or organization for damage to premises while rented to you, or temporarily occupied by you with permis- sion of the owner, caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning; or e. Water. We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization; "your work "; or "your products ". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss. D. BLANKET ADDITIONAL INSURED — MANAG- ERS OR LESSORS OF PREMISES WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization (referred to below as "additional insured ") with whom you have agreed in a written contract, exe- cuted prior to loss, to name as an additional in- sured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you, subject to the fol- lowing provisions: 1. Limits of Insurance. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide, or the lim- its shown on the Declarations, whichever is less. 2. The insurance afforded to the additional in- sured does not apply to: a. Any 'occurrence" that takes place after you cease to be a tenant in that premises; b. Any premises for which coverage is ex- cluded by endorsement; or c. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. 3. The insurance afforded to the additional in- sured is excess over any valid and collectible insurance available to such additional in- sured, unless you have agreed in a written contract for this insurance to apply on a pri- mary or contributory basis. E. BLANKET ADDITIONAL INSURED — LESSOR OF LEASED EQUIPMENT WHO IS AN INSURED (Section II) is amended to 5. This Provision B. does not apply if coverage include as an insured any person or organization for Damage To Premises Rented To You of (referred to below as "additional insured ") with Page 2 of 5 Copyright, The Travelers Indemnity Company, 2003 CG D1 86 11 03 whom you have agreed in a written contract, exe- cuted prior to loss, to name as an additional in- sured, but only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such additional in- sured, subject to the following provisions: 1. Limits of Insurance. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide, or the lim- its shown on the Declarations, whichever is less. 2. The insurance afforded to the additional in- sured does not apply to: a. Any 'occurrence" that takes place after the equipment lease expires; or b. "Bodily injury" or "property damage" aris- ing out of the sole negligence of such ad- ditional insured. U, 3. The insurance afforded to the additional in- sured is excess over any valid and collectible insurance available to such additional in- sured, unless you have agreed in a written contract for this insurance to apply on a pri- 5. mary or contributory basis. F. INCIDENTAL MEDICAL MALPRACTICE I. The definition of "bodily injury" in DEFINI- TIONS (Section V) is amended to include "In- cidental Medical Malpractice Injury". 2. The following definition is added to DEFINI- TIONS (Section V): "Incidental medical malpractice injury" means bodily injury, mental anguish, sickness or dis- ease sustained by a person, including death resulting from any of these at any time, aris- ing out of the rendering of, or failure to ren- der, the following services: a. Medical, surgical, dental, laboratory, x -ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or c. First aid, d. "Good Samaritan services ". As used in this Provision F., "Good Samaritan ser- vices" are those medical services ren- dered or provided in an emergency and COMMERCIAL GENERAL LIABILITY for which no remuneration is demanded or received. Paragraph 2.a.(1)(d) of WHO IS AN IN- SURED (Section 11) does not apply to any registered nurse, licensed practical nurse, emergency medical technician or paramedic employed by you, but only while performing the services described in paragraph 2. above and while acting within the scope of their em- ployment by you. Any "employees" rendering "Good Samaritan services" will be deemed to be acting within the scope of their employ- ment by you. The following exclusion is added to paragraph 2. Exclusions of COVERAGE A. — BODILY INJURY AND PROPERTY DAMAGE LIABIL- ITY (Section 1— Coverages): (This insurance does not apply to:) Liability arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals by or with the knowledge or consent of the insured. For the purposes of determining the applica- ble limits of insurance, any act or omission, together with all related acts or omissions in the furnishing of the services described in paragraph 2. above to any one person, will be considered one "occurrence ". 6. This Provision F. does not apply if you are in the business or occupation of providing any of the services described in paragraph 2. above. 7. The insurance provided by this Provision F. shall be excess over any other valid and col- lectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance pur- chased specifically by you to be excess of this policy. G. PERSONAL INJURY — ASSUMED BY CON- TRACT I. The Contractual Liability Exclusion in Part 2., Exclusions of COVERAGE B. PER- SONAL AND ADVERTISING INJURY LIABIL- ITY (Section I — Coverages) is deleted and replaced by the following: (This insurance does not apply to:) Contractual Liability "Advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for CG D1 86 1103 Copyright, The Travelers Indemnity Company, 2003 Page 3 of 5 COMMERCIAL GENERAL LIABILITY damages that the insured would have in the 3. Subparagraphs 2.a.(1)(a), (b) and (c) and absence of the contract of agreement. 3.a. of WHO IS AN INSURED (Section II) do 2. Subparagraph f. of the definition of "insured not apply to "bodily injury" for which insurance contract" (DEFINITIONS — Section V) is de- is provided by paragraph 1. or 2. above. leted and replaced by the following: J. AIRCRAFT CHARTERED WITH CREW f. That part of any other contract or agree- ment pertaining to your business (includ- ing an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury," "property damage" or "per- sonal injury" to a third party or organiza- tion. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. 3. This Provision G. does not apply if COVER- AGE B. PERSONAL AND ADVERTISING IN- JURY LIABILITY is excluded by endorse- ment, H. EXTENSION OF COVERAGE — BODILY IN- JURY The definition of "bodily injury" (DEFINITIONS — Section V) is deleted and replaced by the follow- ing: "Bodily injury" means bodily injury, mental an- guish, mental injury, shock, fright, disability, hu- miliation, sickness or disease sustained by a per- son, including death resulting from any of these at any time. I. INJURY TO CO- EMPLOYEES AND CO- VOLUNTEER WORKERS I. Your "employees" are insureds with respect to "bodily injury" to a co- "employee" in the course of the co- "employee's" employment by you, or to your "volunteer workers" while per- forming duties related to the conduct of your business, provided that this coverage for your "employees" does not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your business. 2. Your "volunteer workers" are insureds with respect to "bodily injury" to a co-"volunteer worker" while performing duties related to the conduct of your business, or to your "employ- ees" in the course of the "employee's" em- ployment by you, provided that this coverage for your "volunteer workers" does not apply while performing duties unrelated to the con- duct of your business. 1. The following is added to the exceptions con- tained in the Aircraft, Auto Or Watercraft Exclusion in Part 2., Exclusions of COVER- AGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I — Coverages): (This exclusion does not apply to:) Aircraft chartered with crew to any insured. 2. This Provision J. does not apply if the char- tered aircraft is owned by any insured. 3. The insurance provided by this Provision J. shall be excess over any other valid and col- lectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance pur- chased specifically by you to be excess of this policy. K. NON -OWNED WATERCRAFT I. The exception contained in Subparagraph (2) of the Aircraft, Auto Or Watercraft Exclu- sion in Part 2., Exclusions of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I — Coverages) is deleted and replaced by the following: (2) A watercraft you do not own that is: (a) Fifty feet long or less; and (b) Not being used to carry persons or property for a charge; 2. This Provision K. applies to any person who, with your expressed or implied consent, either uses or is responsible for the use of a water- craft. 3. The insurance provided by this Provision K. shall be excess over any other valid and col- lectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance pur- chased specifically by you to be excess of this policy. L. INCREASED SUPPLEMENTARY PAYMENTS Parts b. and d. of SUPPLEMENTARY PAY- MENTS — COVERAGES A AND B (Section I — Coverages) are amended as follows: 1. In Part b. the amount we will pay for the cost of bail bonds is increased to $2500. Page 4 of 5 Copyright, The Travelers Indemnity Company, 2003 CG D1 86 1103 2. In Part d. the amount we will pay for loss of earnings is increased to $500 a day. M. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE I. The following is added to COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), paragraph 2. (Duties In The Event of Oc- currence, Offense, Claim or Suit): Notice of an "occurrence" or of an offense which may result in a claim under this insur- ance shall be given as soon as practicable af- ter knowledge of the "occurrence" or offense has been reported to any insured listed under Paragraph 1. of Section 11 — Who Is An In- sured or an "employee" (such as an insur- ance, loss control or risk manager or adminis- trator) designated by you to give such notice. Knowledge by other "employee(s)" of an "oc- currence" or of an offense does not imply that you also have such knowledge. 2. Notice shall be deemed prompt if given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us as soon as practicable after any insured listed under Paragraph 1. of Section II — Who Is An Insured or an "employee" (such as an insur- ance, loss control or risk manager or adminis- trator) designated by you to give such notice discovers that the "occurrence ", offense or claim may involve this policy. 3. However, this Provision M. does not apply as respects the specific number of days within COMMERCIAL GENERAL LIABILITY which you are required to notify us in writing of the abrupt commencement of a discharge, release or escape of "pollutants" which causes "bodily injury" or "property damage" which may otherwise be covered under this policy. N. UNINTENTIONAL OMISSION The following is added to COMMERCIAL GEN- ERAL LIABILITY CONDITIONS (Section IV), paragraph 6. (Representations): The unintentional omission of, or unintentional error in, any information provided by you shall not prejudice your rights under this insurance. How- ever, this Provision N. does not affect our right to collect additional premium or to exercise our right of cancellation or nonrenewal in accordance with applicable state insurance laws, codes or regula- tions. O. REASONABLE FORCE — BODILY INJURY OR PROPERTY DAMAGE The Expected Or Intended Injury Exclusion in Part 2., Exclusions of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I — Coverages) is deleted and replaced by the following: (This insurance does not apply to:) Expected or Intended Injury or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of rea- sonable force to protect persons or property. CG D1 86 11 03 Copyright, The Travelers Indemnity Company, 2003 Page 5 of 5 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WEB XTEND LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS Paragraph o. Personal And Advertising Injury, Part 2. Exclusions of SECTION I — COVERAGES, COV- ERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted and replaced by the following: o. Personal Injury, Advertising Injury and Web Site Injury "Bodily injury" arising out of "personal injury", "ad- vertising injury" or "web site injury". COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY (SECTION I — COVERAGES) is deleted in its entirety and replaced by the following: COVERAGE B. PERSONAL INJURY, ADVERTIS- ING INJURY AND WEB SITE INJURY LIABILITY Insuring Agreement. a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "personal injury", "advertising in- jury" or "web site injury" to which this insur- ance applies. We will have the right and duty to defend the insured against any "suit" seek- ing those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal injury ", "ad- vertising injury", or "web site injury" to which this insurance does not apply. We may at our discretion investigate any "occurrence" or of- fense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverage A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or per- form acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to: (1) "Personal injury" caused by an offense arising out of your business, excluding advertising, publishing, broadcasting or telecasting done by or for you; (2) "Advertising injury" caused by an offense committed in the course of advertising your goods, products or services; or (3) "Web site injury" caused by an offense committed in the course of the visual or audio presentation of material on "your web site" or in the numerical expression Of computer code used to enable "your web site "; but only if the offense was committed in the "coverage territory" during the policy period. With respect to subparagraph b. (1) above, bulletins, financial or annual reports, or news- letters that are not published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters will not be considered publishing. 2. Exclusions. This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal injury", "advertising injury" or "web site injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal injury", "advertising injury" or "web site injury". b. Material Published With Knowledge Of Falsity "Personal injury", "advertising injury" or "web site injury" arising out of oral, written or elec- tronic publication of material, if done by or at the direction of the insured with knowledge of its falsity. CG D2 34 0105 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 5