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HomeMy WebLinkAboutCRADLEPOINT, INC.-2016INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES Ct,ERK OF COUNCIL DATE: AGREEMENT FOR EVALUATION OF MOBILE COMPUTER EQUIPMENT IrEg ?. 3 7.018 THIS EQUIPMENT EVALUATION AGREEMENT is entered into on January 5, 2016 by and between Cradlepoint, Inc., a Delaware corporation (hereinafter "Cradlepoint") 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 WHEREAS, the City desires to evaluate and test in real world situations mobile computer equipment in police patrol vehicles prior to putting out a bid request for mobile computer equipment. WHEREAS, Cradlepoint is willing to allow the City to use its mobile computer equipment in a police patrol vehicle for testing and evaluation for marketing purposes. THEREFORE, in consideration of the foregoing premises, mutual covenants and agreements contained herein, and other good and valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows: 1. EQUIPMENT Cradlepoint hereby grants the City the use of the following (hereinafter "Equipment") for evaluation and testing purposes: • Cradlepoint COR IER1104 mobile router (Model #LPE-VZ) • Associated tri -band antenna for connecting to Verizon Wireless 2. INSTALLATION The Equipment will be installed, into one (1) City police vehicles. The precise vehicle will be determined by the Chief of Police or his designee. After having received the Equipment, City technical personnel will configure the Equipment for use with the City's mobile computer environment. City staff will install the Equipment in the designated police vehicle after the configuration process is complete. 3. TERM The term of this Agreement shall commence on the Effective Date of this Agreement. Cradlepoint will endeavor to deliver the Equipment within fourteen (14) days of the effective date of this Agreement. The Agreement will continue for a period of sixty (60) days after the date of delivery. 4. COMPENSATION A. There is to be no fee or other form of compensation or monetary consideration charged to the City or given to Cradlepoint for the services described herein. Both parties agree that Cradlepoint is providing the use of Equipment including its installation as a marketing effort and will not require payment for these services. City desires to evaluate the Equipment to determine whether it desires to procure the Equipment in the future. B. Cradlepoint understands that the City makes no promises by way of this Agreement about contracting with Cradlepoint in the future. 5. CAPTIONS AND PARAGRAPH HEADINGS Captions and paragraph headings used herein are for convenience only and are not a part of the Agreement and shall not be used in construing same. 6. GENERAL INDEMNIFICATION AND LIABILITY PROVISIONS A. Cradlepoint shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify the same against all claims, losses, liability and damages from every cause, including but not limited to injury to person or property, and related costs and expenses, including reasonable attorneys fees, arising directly or indirectly out of any act or omission of contract performance by Cradlepoint, its agents, officers, employees, or volunteers. If such defense becomes necessary, the City Counsel for the City shall have the absolute right to approve any and all counsel employed to defend the City. This paragraph shall survive any expiration or termination of this Agreement. B. Cradlepoint understands that reasonable wear and tear for the period of the evaluation and testing process may occur because its equipment will be in use and installed within a City police vehicle for a period of approximately thirty (30) days. Cradlepoint agrees that City is not responsible and will not be held liable for any wear and tear to its Equipment that may occur during the evaluation and testing process covered by this Agreement, including but not limited to scratches, chips, and dents. C. City agrees to bear liability for any negligent damage as well as malicious and/or intentional destruction of the equipment under this Agreement including but not limited to cracked screens. 7. INSURANCE Cradlepoint shall provide at their own expense and maintain at all times while this Agreement is in effect the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by registered mail, return receipt requested, for all the following state insurance policies. General Liability insurance - with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. The certificate of insurance shall indicate the aforementioned. Cradlepoint shall maintain insurance for as long as this Agreement is in effect. If at any time any of said policies are reasonably unsatisfactory to the City, as to form or substance or if a company issuing such policy is reasonably unsatisfactory to the City, Cradlepoint shall promptly obtain a new policy submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of Cradlepoint to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City may be forthwith declared suspended, or terminated. Failure of Cradlepoint to obtain and/or maintain any required insurance shall not relieve Cradlepoint from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of Cradlepoint concerning indemnification. The City, its officials, agents and employees shall be named as an additional insured on general liability insurance policies required herein. Cradlepoint insurance policies shall include a provision that the coverage is primary and not -contributory as respects the City (to the extent of Cradlepoint negligence in the performance of its services under this Agreement); shall include no special limitations to coverage provided to additional insured under the general liability policies; and, shall be placed with insurer(s) with acceptable Best's rating of A: VII or with approval of the Risk Manager. 8. CONFIDENTIALITY If Cradlepoint receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Cradlepoint 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 Cradlepoint disclosed in a publicly available source; (c) is in rightful possession of the Cradlepoint without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Cradlepoint without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Cradlepoint covenants that it presently has no interests and shall not acquire any interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. No persons having such interest shall be employed by or associated with Cradlepoint. 10. 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 copies to: and Chief of Police Santa Ana Police Department City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 245-8007 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 Cradlepoint: Cradlepoint, Inc. 1111 W. Jefferson St. Suite 400 Boise, ID 83702 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, any 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. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Cradlepoint, 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 Cradlepoint. 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. 12. TERMINATION This Agreement may be terminated by either party upon five (5) days written notice of termination to the other party. Within five (5) additional days after notice is received by Cradlepoint, the City will arrange to remove the Equipment from City's vehicle. City agrees that the Equipment will be returned to Cradlepoint no later than twenty (20) days after the date that notice of termination of the Agreement was mailed. 13. DISCRIMINATION Cradlepoint 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. Cradlepoint 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 and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. 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. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS Cradlepoint shall carry out all services pursuant to this Agreement in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, as they may apply, and all other provisions of the City and its Municipal Code (as they may apply), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq., Government Code § 4450 et seq., and the Unruh Civil Rights Act, Civil Code § 51 et seq. 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 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: MARIA HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: `-s w' Ual Laura A. Rossini Senior Assistant City Attorney REC ME I3 F PR >> CARLOS ROJAS Chief of Police CITY OF SANTA ANA AVID CAVAZOS City Manager CRADLEPOINT, INC. By: Nan Title I �( Ijrl ``1T I Client#: 13840 CRADLEPINC ACORD,. CERTIFICATE OF LIABILITY INSURANCEGATE(MM/DD/YYYY) INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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, 2/09/2016 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 INSU RER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AN D THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Liz Schneider NAME: Moreton &Company -Idaho aoNNo Ext : 208 321-9300 (INC,AX Ho: 208-321.0101 P.O. Box 191030 ADDRIESS: eschnsider@moreton.com Boise, ID 83719 05104/201C EACH OCCURRENCE $1 000000 208 321-9300 INSURER(S) AFFORDING COVERAGE HAD N INSURERA: Travelers Indemnity Company 25658 INSURED B: Travelers Property Casualty Co. 25674 CradINSURER point Inc. INSURER C: Charter Oak Fire Insurance Co. 25615 1111 W Jeffereson, Ste. 400 1111 Boise, ID 83702 INSURER D: GENERAL AGGREGATE $2,000000 INSURER E INSURER F: GEN'L AGGREGATE LIMIT APPLIES PER: 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 REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LER TYPE TYPE DF INSURANCE ADOLSUBR INSR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MWDO/YY/Y LIMITS A GENERAL LIABILITY X 6304E732253 5/04/2015 05104/201C EACH OCCURRENCE $1 000000 X COMMERCIAL GENERAL LI ABILITY CLAIMS -MADE I X1 OCCUR PREMISES E Turcencs 000,000 MED EXP (Any one pereon $10,000 PERSONAL &ADV INJURY $1000000 GENERAL AGGREGATE $2,000000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - GOMP/CP AGO $2,000,000 X POLICY PE LOC $ A AUTOMOBILE LIABILITY BA4E78612615 5/04/2015 05104/201E COMBINEDSINGLE LIMIT E accident 1,000,000 BOD ILY INJURY Per career) $ ANY AUTO ALL OWNED 77 SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X HIREDAUTOS X NONCANNEDPROPERTYDAMAGE AUTOS Per accident $ B X UMBRELLA LIAB X OCCUR CUP4E732253 5/04/2015 05fG4/201E EACH OCCURRENCE $5,000,000 AGGREGATE $5,00-0,00-0 EXCESS LIAB CLAIMS -MADE CED X RETENTION $10000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PAWNER/EXECUTIVE Y/N OFFICERIMEMBER EXCLUDED? FN] N/A UB4E78771315 5/04/2015 05/04/201 X WCSTATU- OTH- EL EACH ACCIDENT $1000,000 EL DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS balow E.L. DISEASE -POLICY LIMIT $1,000000 B Techology ZPL41M0453015 5/04/2015 05/04/2016 $5,000,000 Limit Professional $10,000 Deductible RetroDate 4/13/09 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD IDI, Additional Roma*s Scheclule,'d more space Is required) Certificate Holder is included as additional insured as required perwritten contract requirements, insurance is primary non-contributory, 30 days written notice of cancellation �"�°S �ici2AW City of Santa Ana its officers employees agents volunteers and representatives 20 Civic Center Plaza Santa Ana, CA 92701-0000 ACORD 25 (2010/05) 1 of 1 #S790223/M718984 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988.2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ELISC COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage — Ex- ception To Expected Or Intended Injury Ex- clusion B. Non -Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured — Employees And Volun- teer Workers — First Aid G. Who Is An Insured — Employees — Supervi- sory Positions H. Who Is An Insured — Newly Acquired Or Formed Organizations 1. Blanket Additional Insured—Owners,Manag- ers Or Lessors Of Premises J. Blanket Additional Insured — Lessors Of Leased Equipment PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE — EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2., of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage K. Blanket Additional Insured — Persons Or Or- ganizations For Your Ongoing Operations As Required By Written Contract Or Agreement L. Blanket Additional Insured — Broad Form Vendors M. Who Is An Insured — Unnamed Subsidiaries N. Who Is An Insured — Liability For Conduct Of Unnamed Partnerships Or Joint Ventures O. Medical Payments — Increased Limits P. Contractual Liability — Railroads O. Knowledge And Notice Of Occurrence Or Of- fense R. Unintentional Omission S. Blanket Waiver Of Subrogation B. NON -OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and "Bodily injury" or "property damage" expected or (b) Not being used to carry any person or intended from the standpoint of the insured. This property for a charge. exclusion does not apply to "bodily injury" or C. AIRCRAFT CHARTERED WITH PILOT "property damage" resulting from the use of rea- sonable force to protect any person or property. The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION CG D4 17 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc, with its permission. 010564 COMMERCIAL GENERAL LIABILITY I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge. D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the exceptions in Ex- clusion j., Damage To Property, in Para- graph 2. of SECTION 1 — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABIL- ITY: Exclusions c., g. and h., and Paragraphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion C(1)(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I — Cover- age A — Bodily Injury And Property Damage Liability is replaced by another endorsement to this Coverage Part that has Exclusion - All Pollution Injury Or Damage or Total Pollution Exclusion in its title. A separate limit of Insur- ance applies to "premises damage" as de- scribed in Paragraph 6. of Section III — Limits Of Insurance. 3. The following replaces Paragraph 6. of SEC- TION III — LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a. of the definition of "insured contract' in the DEFINI- TIONS Section: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract` S. The following is added to the DEFINITIONS Section. "Premises damage" means "property dam- age" to: a. Any premises while rented to you or tem- porarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. S. The following replaces Paragraph 4.b.(1)(b) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c► of SECTION IV — COMMERCIAL GENERAL LIABILITY CON- DITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: b. Up to $2,500 for cost of bail bonds re- quired 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 fur- nish these bonds. 2. The following replaces Paragraph i.d. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: 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. Page 2 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance services Office, Inc. with its permission. F. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — FIRST AID 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samaritan services" to a person. 2. The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of pro- viding or failing to provide first aid or "Good Samaritan services" by any of your "employ- ees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed by any of your "employ- ees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. G. WHO IS AN INSURED — EMPLOYEES — SU- PERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal injury" to a co - "employee" in the course of the co -"employee's" employment by you arising out of work by any of COMMERCIAL GENERAL LIABILITY your "employees" who hold a supervisory posi- tion. H. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4, of SECTION II — WHO IS AN INSURED of the Commercial General Liability Coverage Form, and Paragraph 3. of SECTION II — WHO IS AN INSURED of the Global Companion Commercial General Liability Coverage Form, to the extent such coverage forms are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insurance which provides similar coverage to that organiza- tion. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form if, or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will con- tinue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal in- jury" or "advertising injury" arising out of an offense committed before you acquired or formed the organization. 1. BLANKET ADDITIONAL INSURED — OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II — WHO IS . AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the owner- ship, maintenance or use of that part of any prem- ises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: CG D4 17 01 12 © 2012 The Travelers Indemnity Company. All rights reserved Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 010566 COMMERCIAL GENERAL LIABILITY a. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or b. Structural alterations, new construction or demolition operations performed by or on be- half of such premises owner, manager or les- sor. J, BLANKET ADDITIONAL INSURED — LESSORS OF LEASED EQUIPMENT The following is added to SECTION 11 — WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liabil- ity for "bodily injury", "property damage", "per- sonal injury" or "advertising injury" caused, in whole or in pan, by your acts or omissions in the maintenance, operation or use by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agree- ment applies or the acts or omissions of any person or organization performing such op- erations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. L. BLANKET ADDITIONAL INSURED — BROAD FORM VENDORS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with re- spect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- vide in the written contract or agreement, or the limits shown in the Declarations, which- ever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of pans under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products' (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts"; or (6) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Page 4 of 6 © 2012 The Travelers Indemnity Company. All rights reserved_ CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingre- dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. M. WHO IS AN INSURED — UNNAMED SUBSIDI- ARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named In- sured in the Declarations Is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under simi- lar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. N. WHO IS AN INSURED — LIABILITY FOR CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II — WHO IS AN INSURED: No person or organization is an insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured in the Declarations. This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section II — Who Is An Insured. O. MEDICAL PAYMENTS — INCREASED LIMITS The following replaces Paragraph 7. of SECTION III— LIMITS OF INSURANCE: COMMERCIAL GENERAL LIABILITY (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY— RAILROADS 1. The following replaces Paragraph c, of the definition of "insured contract" in the DEFINI- TIONS Section: C. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract' in the DEFINITIONS Section is de- leted. Q. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2.; Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Pali to you or any insured listed In Paragraph 1. or 2. of Section II — Who Is An Insured: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the "occurrence" of offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by You to give notice of an 'occurrence" or offense. (2) If you are a partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such 'occurrence" or offense must be given as soon as practicable only after the 'occurrence" or offense is known by: 7. Subject to 5. above, the Medical Expense (a) Any individual who is: Limit is the most we will pay under Coverage C for all medical expenses because of "bodily (i) A partner member any part- jo Warship or joint venture; injury" sustained by any one person, and will be the higher of: (it) A manager of any limited liability (a) $10,000; or company; CG D4 17 01 12 © 2012 The Travelers Indemnity Company All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance services Office, Inc. with its permission. 010566 COMMERCIAL GENERAL LIABILITY (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture, limited li- ability company, trust or other organi- zation to give notice of an "occur- rence" or offense. (3) Notice to us of such "occurrence" or of- fense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as prac- ticable after any of the persons described in Paragraphs e. (1) or (2) above discov- ers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional er- ror in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal in accordance with applica- ble insurance laws or regulations. S. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS: If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza- tion, but only for payments we make because of: a. "Bodily injury" or "properly damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising injury" caused by an offense that is committed, subsequent to the execution of the contract or agreement. Page 6 of 6 02012 The Travelers Indemnity Company. All rights reserved, CG D4 17 61 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However, if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an 'occurrence" that takes place; and (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. CG D4 25 07 08 © 2008 The Travelers Companies, Inc. Page 1 of 1