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HomeMy WebLinkAboutGETAC INC.-2016NURAM,c4_ mit'. F.I.K. WWX 10AY PR0,( ,45 WKIL YMV,13 NCk �XRIAES. 11 C� HIS EQUIPMENT EVALUATION AGREEMENT is entered into on January�� xw,) 2016 by and between Getac Inc., a California corporation (hereinafter "Getac") 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, Getac 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: EQUIPMENT Getac hereby grants the City the use of the following (hereinafter "Equipment") for evaluation and testing purposes: • Getac VI 10 ragged convertible computer tablet (Model #VC8IBCDABHXX) • Getac Office Dock for V110 convertible tablet (Model #GDOFU4) • Gamber-Johnson Vehicle Dock Tri Pass (Model #GDVPG2) 2. INSTALLATION The Equipment will be installed into two (2) City police vehicles. The precise vehicles 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 vehicles after the configuration process is complete. 3. TERM The term of this Agreement shall commence on the Effective Date of this Agreement. Getac 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 Getac for the services described herein. Both parties agree that Getac 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. Getac understands that the City makes no promises by way of this Agreement about contracting with Getac 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. Getac 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 Getac, 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 coumsel employed to defend the City. This paragraph shall survive any expiration or termination of this Agreement. B. Getac 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. Getac 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 Getac 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. Getac 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, Getac 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 Getac 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 Getac to obtain and/or maintain any required insurance shall not relieve Getac from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of Getac concerning indemnification. The City, its officials, agents and employees shall be named as an additional insured on general liability insurance policies required herein. Getac insurance policies shall include a provision that the coverage is primary and not -contributory as respects the City (to the extent of Getac 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 Getae receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Getac 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 Getac disclosed in a publicly available source; (c) is in rightful possession of the Getac without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Getac without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Getac 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 Getac. 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 Getac: Getae Inc. 400 Exchange, Suite 100 Irvine, CA 92602 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 Getac, 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 Getac. 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 Getac, the City will arrange to remove the Equipment from City's vehicle. City agrees that the Equipment will be returned to Getac no later than twenty (20) days after the date that notice of termination of the Agreement was mailed. 13. DISCRIMINATION Getac 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. Getac 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, perfonnance, 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 Getac 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 seg. 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 HUIZA Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: aura A. Rossini Senior Assistant City Attorney REC MM D PXO APPROXI: CARLOS ROJA --' Chief of Police CITY OF SANTA ANA gvlz 4 DAVID CAVAZOS City Manager GETAC INC. By:Ca'r`�d - — Name ems slum w n Title ,-e5iJevc?` A� " CERTIFICATE OF LIABILITY INSURANCE OATE(MMIDDIYYYY) 1/20/2016 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 INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER NFP P & C Services, Inc. - San Jose Lie # OF15715 160 W. Santa Clara St. Ste.575 San Jose CA 95113 CONTACTRosemary Sal PHONE(408)792-5400 AX No: 1401 AIL ADDRESS: rosemary. bardi@nfp. com INSURERS AFFORDING COVERAGE NAIC9 INSURER A:Atlantic Specialty Ins Cc POLICY EXP MMIDDIYVYY INSURED Getac, Inc. 400 Exchange, Suite 100 Irvine CA 92602 INSURER B: X COMMERCIAL GENERAL LIABILITY INSURER C: INSURER O: INSURER E: EACH OCCURRENCE $ 1,000,000 INSURER F: CLAIMS -MADE X OCCUR COVERAGES CERTIFICATE NUMBER:15-16 GL/EXC REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR LTR rypE OFINBURANCE 0 IN O 5 B WVD POLICY NUMBER POLICY EFF MMIDDIYVY POLICY EXP MMIDDIYVYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE X OCCUR DAMAGE TO RENTED 100,000 PREMISES Ea occurrence $ MED EXP (My one person) $ 10,000 711-01-15-22-0006 9/14/2015 9/14/2016 PERSONAL& ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY E PRO- � LOC ECT — PRODUCTS -CON IOP AGO $ Excluded _ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea ac.idenl BODILY INJURY (Per person) $ ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Peraccldent) $ PROPERTY DAMAGE $ Peraccident NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAR X OCCUREACH OCCURRENCE $ 2,000,000 AGGREGATE $ �OA000 A X EXCESS LIAR CLAIMS -MADE DED RETENTION _ _ $ j 711-01-15-22-0006 9/14/2015 9/14/2016 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN PER OTH- STATUTE ER _ _ ANY PROPRIETORIPARTNERIEXECIITIVE E.L. EACH ACCIDENT $ OFFICERNEMBER EXCLUDED? NIA E.L. DISEASE -EA EMPLOYE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Per Written Contract/Agreement with the Named Insured. Certificate holder is named as Additional Insured as respects to General Liability per form VCG207 0709 attached. �.i)VEDASTOIORIVf Form CIR Attached. p.� Santa Ana Police Department City of Santa Ana Attn: Boris Duran 60 Civic Center Plaza (M-97) Santa Ana, CA 92702 ACORD 25 (2014/01) INS025 (201401) 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 Melendez/MMELEN © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ,0h . Insured: Getac, Inc. Policy #711-01-15-0160500001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. I@VANTAGE FOR GENERAL LIABILITY TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provisions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured — Broad Form Vendors 2. Additional Insured — by Contract, Agreement or Permit relating to: o Work performed by you o Premises you own, rent, lease or occupy o Equipment you lease 3. Aggregate Limit Per Location 4. Blanket Waiver of Subrogation 5. Bodily Injury Redefined — Mental Anguish 6. Broadened Named Insured 7. Broadened Property Damage o Borrowed Equipment o Customers' Goods o Use of Elevators 8. Coverage Territory — Worldwide 9. Duties in Event of Occurrence, Claim or Suit 10. Expected or Intended Injury (PD) 11. Incidental Medical Malpractice 12. Medical Payments 13. Mobile Equipment Redefined 14. Newly Acquired or Formed Organizations 15. Non -Owned Aircraft 16. Non -Owned Watercraft 17. Personal and Advertising Injury 18. Product Recall Expense 19. Supplementary Payments Increased Limits 1. ADDITIONAL INSURED —BROAD FORM VENDORS Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor) with whom you agreed in a written contract or agreement to provide insurance, 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: a. This provision 1. does not apply to: (1) "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; (2) Any express warranty not authorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under Instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) 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 (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Subparagraphs 4. or 6.; or VCG 207 07 09Ja)Includes copyrighted material of Insurance Services Office, Inc. page 1 of 7 Copyright 2009, OnoBeacon Insurance Group LLC PRODUCER (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) Any vendor, person or organization if the "products -completed operations hazard" is excluded either by the provisions of the Coverage Form or by endorsement, b. 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. 2. ADDITIONAL INSURED—CONTRACT, AGREEMENT OR PERMIT a, Section It — Who is An Insured is amended to Include as an additional insured any person(s) or organi- zation(s) with whom you agreed in a written contract, written agreement or permit to provide insurance such as Is afforded under this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of "your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or 2. In the maintenance, operation or use of equipment leased to you by such person(s) or organization (s), or 3. In connection with premises you own, rent, lease or occupy. This insurance applies on a primary or primary and non-contributory basis if that is required in writing by the contract, agreement or permit. b. The insurance provided to the additional insured herein is limited. This insurance does not apply: 1. Unless (a) the written contract, agreement or permit is currently in effect or becomes effective during the term of this policy; and (b) the contract or agreement was executed or permit issued prior to the "bodily injury", "property damage", or "personal and advertising injury'; 2. To any person or organization included as an insured under the Additional Insured - Broad Form Vendors provision of this endorsement; 3. To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part; 4. To any person or organization if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys,, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. S. To any: (a) Lessor of equipment after the equipment lease terminates or expires; or (b) Owners or other interests from whom land has been leased; or (c) Managers or lessors of premises if: (1) The "occurrence" takes place after you cease to be a tenant in that premises; or (2) The "bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. G. To "bodily injury, or "property damage" occurring after: (a) All work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured at the site of the covered operations has been completed; or (b) 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 part of the same project. Page 2 of 7 Includes copyrighted material of Insurance services Office, Inc. VCG 207 07 09 Copyright 2009, OneBeacon Insurance Group LLC Go 500aa c. Limits of Insurance applicable to the additional insured are those specified in the contract, agreement or permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the number of: 1. Insureds; 2. Claims made or "suits" brought; or 3. Persons or organizations making claims or bringing "suits". These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. 3. AGGREGATE LIMIT PER LOCATION a. Under Section III — Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations" owned by or rented or leased to you. b. Under Section V — Definitions, the following definition is added: "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. 4. BLANKET WAIVER OF SUBROGATION Section IV — Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will 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 done under a written contract or agreement with that person or organization and included in "your work" or the "products -completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or "property damage", that requires you to waive your rights of recovery. 5. BODILY INJURY REDEFINED — MENTALANGUISH Under Section V, the definition of "bodily injury" is replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 6. BROADENED NAMED INSURED Section II —Who Is An Insured is amended to include as an insured the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180th day or the end of the policy period, whichever comes first, provided there is no other similar insurance available to that organization. The insurance afforded herein does not apply to any entity which is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 7. BROADENED PROPERTY DAMAGE — BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for "property damage" liability is subject to the following: a. The Damage To Property exclusion under Section I Coverage A is amended as follows: 1. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. 2. The exclusions for (a) Property loaned to you; (b) Personal property in the care, custody or control of the insured; and (c) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it do not apply to "property damage" to "customers' goods" while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. Subject to the Each Occurrence Limit, the most we will pay for "property damage" to "Customers' Goods" is $35,000 per "occurrence VCG 207 07 09 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 7 Copyright 2009, OneBeacon Insurance Group LLC b. Under Section V — Definitions, the following definition is added: "Customers' Goods" means goods of your customer on your premises for the purpose of being: 1. Repaired; or 2. Used in your manufacturing process. c. The insurance afforded by this provision is excess over any other valid and collectible property insurance (Including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 8. COVERAGE TERRITORY—WORLDWIDE The definition of "coverage territory" is replaced by the following: "Coverage territory" means anywhere provided the insured's responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 9. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV — Duties In The Event Of Occurrence, Claim or Suit is amended by adding the following paragraphs: a. The requirements that you must 1. notify us of an "occurrence" offense, claim or "suit" and 2. send us documents concerning a claim or "suit" apply only when such "accident" claim, "suit" or "loss" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. An executive officer of the corporation or insurance manager, if you are a corporation; or 4. A manager, if you are a limited liability company. b. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an "occurrence" to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular "occurrence" is a liability claim rather than a workers compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. 10. EXPECTED OR INTENDED INJURY (PROPERTY DAMAGE) The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is replaced by: "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 reasonable force to protect persons or property. 11. INCIDENTAL MALPRACTICE —EMPLOYED PHYSICIANS, NURSES, EMT'S AND PARAMEDICS a. Under Section II — Who Is An Insured, the paragraph that excludes an employee or volunteer worker as insured for "bodily injury" or "personal and advertising injury" arising out of his or her providing or failing to provide professional health care services does not apply to a physician, dentist, nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. b. The insurance afforded by this provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 12. MEDICAL PAYMENTS —INCREASED LIMITS AND TIME PERIOD In the Insuring Agreement under Coverage C — Medical Payments, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. a. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. b. This provision 12, does not apply if Coverage C -- Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement. Page 4 of 7 Includes copyrighted materlal of Insurance Services Office, Inc. VCG 297 07 09 Copyright 2009, OneBeacon Insurance Croup LLC 13. MOBILE EQUIPMENT — SELF-PROPELLED SNOW REMOVAL, ROAD MAINTENANCE AND STREET CLEANING EQUIPMENT The following is added to the "mobile equipment" definition: Vehicles maintained primarily for purposes other than the transportation of persons or cargo that are self- propelled vehicles of less than 1,000 pounds gross vehicle weight with the following types of permanently attached equipment will be considered "mobile equipment": a. Snow removal; b. Road maintenance, but not construction or resurfacing; or c. Street cleaning. 14. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Under Section II — Who Is An Insured, the time period limitation for newly acquired or formed organizations is replaced by: Coverage under this provision is afforded only until the end of the current policy period. 15. NON-OWNED AIRCRAFT The Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability does not apply to an aircraft that is: 1. Hired, chartered or loaned with a paid crew; and 2. Not owned by any insured. a. The insurance afforded by this provision 15. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 16. NON -OWNED WATERCRAFT a. Section II — Who Is An Insured is amended to include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: 1. "Bodily injury" to a co -"employee" of the person operating the watercraft; or 2. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. b. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 55 feet. c. The insurance afforded by this provision 16, is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 17. PERSONAL AND ADVERTISING INJURY The following exclusions under the definition of "personal and advertising injury" are amended as follows: a.. Insureds In Media Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or developing content of websites for others, However, this exclusion does not apply to paragraphs 14 a., b, and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chaboom or bulletin board the insured hosts, owns, or maintains for others. VCG 207 07 09 Includes copyrighted material of Insurance Services Office, Inc. age 5 of 7 Copyright 2009, Oneaeacon Insurance Group LLC 18. PRODUCT RECALL EXPENSE With respect to this Provision 18., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodily Injury And Property Damage Liability is deleted. a. The following is added to Section III - Limits Of Insurance section: 1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay regardless of the number of (a) Insureds; (b) "Covered recalls" initiated; or (c) Number of "your products" recalled. 2. The Product Recall Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. 3. Subject to 2. above, the Each Product Recall Limit is the most we will reimburse you for the sum of all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. 4. Subject to 3. above, we will pay only the amount of "product recall expenses" in excess of the deductible amount shown in the Product Recall Schedule. Schedule Limits of Insurance Product Recall Aggregate Limit $ 50,000 Each Product Recall Limit $ 25,000 Each Product Recall Deductible $1,000 If any limits and deductible other than those above are shown in the Declarations as the Products Recall Expense Limits, the amounts shown in the Declarations will replace the Limits of Insurance and deductible provided for this coverage. The Limits of Insurance for this coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. b. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision under Section IV — Conditions: You must see to It that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": 1. Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; 2. Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance; 3. As often as may be reasonably required, permit us to inspect "your product" that demonstrates the need for the "covered recall" and permit us to examine your books and records. Also permit us to take damaged and undamaged samples of "your products" for inspection, testing and analysis; and permit us to make copies from your books and records; 4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim. You must do this within 60 days after our request. We will supply you with the necessary forms; and 5. Permit us to examine any insured under oath, while not in the presence of any other insured and at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. In the event of an examination, an insured's answers must be signed. Page 0 of 7 Includes copyrighted material of Insurance Services Office, Inc. VCG 207 07 09 Copyright 2009, OneBeacon Insurance Group LLC c, The following definitions are added to the Definitions Section: 1. "Covered recall' means a recall made necessary because the insured or a government body has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in or will result in "bodily injury" or "property damage". 2. 'Product Recall Expense" means: (a) The following necessary and reasonable expenses you incur exclusively for the purpose of recalling "your product': (1) For communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage; (2) For shipping the recalled products from any purchaser, distributor or user to the place or places designated byyou; (3) For remuneration paid to your regular "employees" for necessary overtime; (4) For hiring additional persons, other than your regular "employees"; (5) Incurred by "employees", including transportation and accommodations; (6) To rent additional warehouse or storage space; or (7) For disposal of "your products", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, but "product recall expenses" does not include costs of regaining your market share, goodwill, revenue or profit. (b) 'Product Recall Expense" does not include any expenses resulting from: (1) Failure of any product to accomplish its intended purpose; (2) Breach of warranties of fitness, quality, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product' which has been recalled by like products or substitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; and (7) Recall of 'your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found 19. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS Under Section I — Coverages, Supplementary Payments — Coverages A and B, paragraphs 1.b. and 1.d. are replaced by the following: b. Up to $2,500 for 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. VCG 207 07 09 Includes copyrighted material of Insurance services Office, Inc. Page 7 of 7 Copyright 2009, OneBeacon Insurance Group LLC