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HomeMy WebLinkAboutOCCUPATIONAL SAFETY TRAINING SYSTEMS, INC. -2012iftst, MICE OINI FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES N-2012-1 01 -/7- CLERK OF COUNCIL DATE: Sf=P I Q G-) CONSULTANT AGREEMENT QT?2AM??a HIS AGREEMENT, made and entered into this 1" day of June, 2012 by and between Occupational Safety Training Systems, Inc., a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of safety training. B. Consultant represents that Consultant is able and willing to provide such services to the C C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $25,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on April 30, 2013, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Public Works and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shallI 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 anemployer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance_ Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insureds) 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 Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant 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. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect 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 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. e. If Consultant 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. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) 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 azise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant 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. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services 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 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 92702-1 98 8 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Public Works City of Santa Ana 20 Civic Center Plaza (M-85) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-3345 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. BOX 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 4 To Consultant: OSTS Inc. 14650 Central Ave., Chino, California 91710 Attn: Greg Bullullock Senior Business Development A party may change its address by giving notice in writing to the other party. 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 forth 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 shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, 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 Consultant. 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 Consultant 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. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. The City acknowledges that Consultant will utilize services of Crane Safety Association of America, to perform a portion of this Agreement. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product sha"11 be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant 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. Consultant affirms 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 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. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant 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- 16. 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. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forkh in the body of this Agreement. 6 1N WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D.Huizar Clerk of the Council CITY OF (SANTA ANA Paul M. Walters City Manager APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: _ s Str a ief Assistant City Attorney RECOMMENDED FOR APPROVAL: ?.. Raul Godinez Executive Director the Public Works Agency CONSULTANT ? - __ Senior siness Development Tax ID # ? S ?3? ?? yJ1 Edward Raya Executive Director Personnel 7 Safety Training Cost Worksheet x# of # of Cost per Total Class Max. City Classes to class Class Class Title duration Students EE's to complete Cost (hours) per class be this topic trained $550.00 Aerial -Scissor Lifts 5 10 $325.00 Asbestos Awareness 2 25 Atmospheric $425.00 Monitors 3 25 Blood borne $225.00 ' Pathogens 1 ; 25 $550.00 Bucket Trucks 4 15 $450.00 Chain Saw Safety 2 15 $495.00 CPR/First Aid 4 12 $720.00 CPR/AED/First Aid 6 12 Confined Space $900.00. Entry 8 15 DOT Haz Mat $795.00 HM126 6 25 Electrical Safety- - $950.00 NFPA 70e g,` 15 $325.OD Fall Protection 2 25 Fire Extinguisher $550.00 Safety (6) Extinguishers Provided 2.5 25 Hazmat First $900.00 Responder per class Awareness FRA 8 20 Hazmat First $2700.00 Responder per class O erations FRO '24 20 $3600.00 Hazmat Technician 32 20 per class Hazmat Waste $4,500..00 Worker 40 20 per class Occupational Safety Training Systems ? Quality Safety Training 8c Consulting Since 1990 Occupational Safety Training Systems ? Quality Safety Training 8c Consulting Since 1990 Skid Steer ?? ?? 5? 15 .???c ?.?4.? ? ? + ' Skip Loader ? ' ? ?? a? ?. ??>?ti? ?`?` ' rl-. .i .?? ? 5 10 ? t q,. ? ? ?, Traffic Control Work Zone (Navigating '?9?0??y?3? "??? " i?? ?? 4 1 ?? ???„? ??? 4 ,_ ,? ` r ,, " ? the MUTCD - y? ??? ??' "`??, ar ' ? ? C lif ? ? ;? d iM ?., a ornia 8 25 l„„ ?h ,,??, Trenching 11++ ???? ? J"ap i;. > ? Y Awareness q 2O . r? , ,?, r ?"'d ? ? ' ?? ` . < ,. Occupational Safety Training Systems ? Quality Safety Training 8c Consulting Since 1990 10 ClientiL: 3908 9 OSTS ACORO,M CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YWY) s/zz/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the farms and conditions of the policy, certain policies may require an endorsement. A statement on this eertiflcate does not confer rights to the certificate holder in Ileu of such endorsement(s). PRGDUGER ^ Tami Hamlin NAME- USI of Southern California SC PHONE 949 790-9297 484 652-5079 A/C No Ext : A/C No Lic # 0351162 noDRlESS: tami.hamlin@usi.biz 29A Technology Drive INSURERS AFFORDING COVERAGE NAIC Ir Irvine, CA 92618 INSURERA: Golden Eagle Insurance Corporat 10836 INSURED INSURER B: Preferred Employ@rs Ins Company 10900 OSTS, Inc. INSURER c :Underwriters at Lloyd's London 15792 dba: Occupational Safety INSURER D 14650 Central Avenue INSURER E Chino, CA 91710 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIR EM ENT, 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 MAV HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE AODL IN R SUER WVD POLICY NUMBER POLICY EFF MM/OD/YYYY POLICY EXP MM/DD/1'YYY LIMITS A GENERAL LIABILITY CBP8411963 4/17/2012 04/17/201 E A C H O C C URRENCE $1 OOO OOO X COMMERCIAL GENERAL LIABILITY p gI ? q? E T PREMISES Ee occurrence $ 5OO 000 CLAIMS-MADE ? OCCUR MEO EXP (Any one person) $5 OOO PERSONAL 8 ADV INJURY $ 1 OOO OOO GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY PE ? LOC $ A AUT OM061LE LIABILITY CBP8411963 4/17/2012 04/17/201 COMBINED SINGLE LIMIT Ee accident 1,000,000 ANY AVTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accitlant A ?( UMBRELLA LIAR X OCCUR CU8412263 4/17/2012 04/17/201 EACH OCCURRENCE $2 OOO OOO EXCESS LIAB CLAIMS-MADE AGGREGATE $2 OOO OOO DED X RETENTION $1 OOOO $ B WORKERS COMPENSATION ' WKN10574512 4/17/2012 04/17/201 X we sTATU- orH- AND EMPLOYERS LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $1 OOO OOO OFFIGER/MEMBER EXCLUDED? ? (Mantlatory In NH) N / A E.L. DISEASE - EA EMPLOYEE $1 OOO OOO If yes, tleacribe untler DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1 OOO OOO C Professional 453775 8/31/2011 08/31/201 $1,000,000 Liability DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (Attach AGORD 101, Atltlltlo 1 hadula, more apace la required) ? d res are named additional per City of Santa Ana, its officers, employees, agents,x I? attached policy endorsement R A?o??y 3?geQC ri ` :sty° CERTIFICATE HOLDER CANCELLATION Cit of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE dO © 7988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (201 O/OS) 1 of 1 The ACORD name and logo are registered marks of ACORD #S7378386/M73D3546 TJHJB THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL LIABILITY GOLD ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I -COVERAGES COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY 2. Exclusions Item 2.g. 2) is replaced with the following: 2.g. 2) A watercraft you do not own that is: a) less than 50 feet long; and b) Not being used to carry persons or property for a charge. Item 2.g. 6) is added: 6) An aircraft in which you have no ownership interest and that you have chartered with crew. The last paragraph of 2. Exclusions is replaced with the following: Exclusions c. through n. do not apply to damage by fire, explosion, sprinkler leakage, or lightning to premises while rented to you, temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner. A separate limit of insurance applies to this coverage as described in Section III -Limits of Insurance. SECTION I -COVERAGES COVERAGE C. MEDICAL PAYMENTS If Medical Payments Coverage is provided under this policy, the following is changed: 3. Limits The medical expense limit provided by this policy shall be the greater of: a. $'10,000; or b. The amount shown in the declarations. Coverage C. Medical Payments is primary and not contributing with any other insurance, even if that other insurance is also primary. The following is added: COVERAGE D. PRODUCT RECALL NOTIFICATION EXPENSES Insuring Agreement We will pay "product recall notification expenses" incurred by you for the withdrawal of your products, provided that: a. Such withdrawal is required because of a determination by you during the policy period, that the use or consumption of your products could result in "bodily injury" or "property damage"; and b. The "product recall notification expenses" are incurred and reported to us during the policy period. The most we will pay for "product recall notification expenses" during the policy period is $'100,000. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B Item b. and d. are replaced with: b. The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit" including actual loss of earnings up to $500 a day because of time off from work. Includes copyrighted material of Insurance Services Offices Inc., with its permission. GECG 602 (01/11) Page 1 of4 INSURED COPY 04/17/20'12 84'1'1963 NEUSXAFS2703 PGDM060D J29734 GC3FPPN 00000405 Paga qs SECTION II -WHO IS AN INSURED Item 4. is replaced with: 4. Any subsidiaries, companies, corporations, firms, or organizations you acquire or form during the policy period over which you maintain a controlling interest of greater than 50% of the stock or assets, will qualify as a Named Insured if: a) you have the responsibility of placing insurance for such entity; and b) coverage for the entity is not otherwise more specifically provided; and c) the entity is incorporated or organized under the laws of the United States of America. However; coverage under this provision does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the entity, or "personal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the entity. Coverage under this provision is afforded only until the end of the policy period, or the twelve (12) month anniversary of the policy inception date whichever is earlier. SECTION 111 -LIMITS OF INSURANCE Paragraph 2 is amended to include: The General Aggregate Limit of Insurance applies separately to each "location" owned by you, rented to you, or occupied by you with the permission of the owner. Paragraph 6. is replaced with the following: 6. Subject to 5. above, the Fire Damage Limit is the most we will pay under Coverage A for damages because of "property damage" to premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner, arising out of any one fire, explosion or sprinkler leakage incident. The Fire Damage Limit provided by this policy shall be the greater of: a. $500,000; or b. The amount shown in the Declarations. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS Item 2. a. is replaced with: 2. Duties In The Event of Occurrence, Offense, Claim or Suit a. You must promptly notify us. Your duty to promptly notify us is effective when any of your executive officers, partners, members, or legal representatives is aware of the "occurrence", offense, claim, or "suit". Knowledge of an "occurrence", offense, claim or "suit" by other employee(s) does not imply you also have such knowledge. To the extent possible, notice to us should include: 1) How, when and where the "occurrence" or offense took place; 2) The names and addresses of any injured persons and witnesses; and 3) The nature and location of any injury or damage arising out of the "occurrence", offense, claim or "suit". Item 4. b. 1) b) is replaced with: b. EXGBSS Insurance 1) b) That is Fire, Explosion or Sprinkler Leakage insurance for premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner; or Item 6, is amended to include: 6. Representations d. If you unintentionally fail to disclose any hazards existing 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. Includes copyrighted material of Insurance Services Offices Inc., with its permission. GECG 602 (01/11) Page 2 of4 INSURED COPY 04/'17/20'12 841 "1963 NEUSXAFS2703 PGOM060D J29734 GC3FPPN 00000406 Paga 46 Item 8. is replaced with: 8. Transfer of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. b. If required by a written "insured contract", 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 your ongoing operations or "your work" done under that written "insured contract" for that person or organization and included in the "products-completed operations hazard". Item 10. and Item 11. are added: 10. Cancellation Condition If we cancel this policy for any reason other than nonpayment of premium we will mail or deliver written notice of cancellation to the first Named Insured at least 60 days prior to the effective date of cancellation. 11. Liberalization If we adopt a change in our forms or rules which would broaden your coverage without an extra charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. SECTION V -DEFINITIONS The following definitions are added or changed: 9. "Insured contract" a. Is changed to: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, explosion or sprinkler leakage to premises while rented to you, or temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner is not an "insured contract". 23 and 24 are added: 23. "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. 24. "Product recall notification expenses" means the reasonable additional expenses (including, but not limited to, cost of correspondence, newspaper and magazine advertising, radio or television announcements and transportation cost), necessarily incurred in arranging for the return of products, but excluding costs of the replacement products and the cash value of the damaged products. The following Provisions are also added to this Coverage Part: A. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 7. Paragraph 2. under SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization when you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy to provide insurance such as is afforded under this Coverage Part. Such person or organization is not entitled to any notices that we are required to send to the Named Insured and is an additional insured only with respect to liability arising out of: a_ Your ongoing operations performed for that person or organization; or b. Premises or facilities owned or used by you. With respect to provision 1.a. above, a person's or organization's status as an insured under this endorsement ends when your operations for that person or organization are completed. With respect to provision 1.b. above, a person's or organization's status as an insured under this endorsement ends when their contract or agreement with you for such premises or facilities ends. Includes copyrighted material of Insurance Services Offices Inc., with its permission. GECG 602 (0'1/7'1) Page 3 of4 INSURED COPY 04/t 7/2012 84'1'1963 NEUSXAFS2703 PGDM060D J29734 GC3FPPN 00000407 Page 47 B 2. This endorsement provision A_ does not apply: a. Unless the written contract or agreement has been executed, or permit has been issued, prior to the "bodily injury", "property damage" or "personal and advertising injury"; b. To "bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, in the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insureds) at the site of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project; c. To the rendering of or failure to render any professional services including, but not limited to, any professional architectural, engineering or surveying services such as: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities; d. To "bodily injury", "property damage" or "personal and advertising injury" arising out of any act, error or omission that results from the additional insured's sole negligence or wrongdoing; e. To any person or organization included as an insured under provision B_ of this endorsement; f. To any person or organization specifically designated an additional insured for ongoing operations by a separate ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS endorsement issued by us and made a part of this policy. ADDITIONAL INSURED -VENDORS Paragraph 2. under SECTION II -WHO IS AN INSURED is amended to include as an insured any person or organization (referred to below as "vendor") with whom you agreed, in a written contract or agreement to provide insurance such as is afforded under this policy, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 7. The insurance afforded the vendor does not apply to: a_ "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d_ Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. To "bodily injury" or "property damage" arising out of any act, error or omission that results from the additional insured's sole negligence or wrongdoing. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. GECG 602 (01/11) 04/'17/202 84'I 1963 Includes copyrighted material of Insurance Services Offices Inc., with its permission. Page 4 of 4 NEUSXAFS2703 INSURED COPY pGDM060D J29734 GC3FPPN 00000408 Page 48