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HomeMy WebLinkAboutGOOD SOLUTIONS GROUP-2017INSURANCE ON FILE' RROGSEO ,{ALL iSEtXPIftF.S CI ER� itOF COUNCIL N-2097-970 DATES 0 »7 21111 SPONSORSHIP AGREEMENT WITH GOOD SOLUTIONS GROUP 0: FRCS ( /1 FOR FIESTAS PATRIAS 2017 Silvia Cuevas THIS SPONSORSHIP AGREEMENT is made and entered into this may of August, 2017 by and between GOOD SOLUTIONS GROUP ("Sponsor"), 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 ("City"). RECITALS A. The City is producing its annual Fiestas Patrias event in Downtown Santa. Ana on September 16-17, 2017 ("Event") and desires to retain sponsors for the Event. B. Sponsor represents that it is able and willing to provide sponsorship for the Event. C. In undertaking the performance of this Agreement, Sponsor represents that it is knowledgeable in its field and that any activities conducted by Sponsor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in such 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: SPONSOR BENEFITS In exchange for the sum specified in Section 2 below, Sponsor shall be entitled to the benefits at the Event as described on Exhibit A. Sponsor grants to City the right to use Sponsor's trademark(s), trade name(s), logo designs and company descriptions as prepared and delivered to City by Sponsor in any medium of advertising, marketing materials, and/or promotional goods distributed in conjunction with the Event and in accordance with Sponsor's usage guidelines. 2. SPONSORSHIP FEE For its participation as a Sponsor for the Event, Sponsor shall pay to the City a sponsorship fee of Three Thousand Dollars ($3,000.00). The sponsorship fee is due and payable by Sponsor to City on August 23, 2017, one month prior to Event. Failure by the sponsor to pay the fee by the date specified will be grounds for the City to terminate the Agreement. 3. TERM This Agreement shall commence on the date stated above continue through the last day of the Event, unless terminated as otherwise provided in this Agreement. 4. INDEPENDENT CONTRACTOR Sponsor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Sponsor Page 1 of 7 performs the services which are the subject matter of this Agreement; however, the services to be provided by Sponsor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Sponsor 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 During the term of this Agreement, Sponsor shall maintain and shall require its subcontractors or agents, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Sponsor shall maintain commercial general liability insurance which 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 Sponsor'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, and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and non-contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with California state law, Sponsor, if Sponsor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Sponsor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Sponsor pursuant to this section: (i) Sponsor 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. (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 Sponsor 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 terminate this Agreement. Page 2 of 7 6. INDEMNIFICATION To the fullest extent permitted by law, Sponsor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from or in any manner are related to the acts, errors and/or omissions at or in connection with the Event of Sponsor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed. directly or indirectly by any of them. Notwithstanding the foregoing, nothing herein shall be construed to require Sponsor to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Sponsor. 7. CONFIDENTIALITY If Sponsor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Sponsor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the 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 Sponsor disclosed in a publicly available source; (c) is in rightful possession of the Sponsor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Sponsor without reference to information disclosed by the City. S. CONFLICT OF INTEREST CLAUSE Sponsor 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, to the following persons: To City: Clerk of the City Council City of Santa Ana Page 3 of 7 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-75) Santa Ana, California 92702 To Sponsor: GOOD SOLUTIONS GROUP 456 East Orange Grove Blvd, #302 Pasadena, CA 91104 Phone: (626) 229-9991x1000 pschiff(�,) goodsolutionsgroup.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Sponsor regarding the subject matter herein, 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 Sponsor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Sponsor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any 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 Sponsor, Sponsor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered mill 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 Sponsors retained by City. 12. CANCELLLATION OR TERMINATION Page 4 of 7 If, because of war, fire, strike, civil strife, govenunent regulation, natural catastrophe, an act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control of City, the Event or any part thereof is prevented from being held or is cancelled by City, City, in its sole discretion, shall determine and refund to the Sponsor its proportionate share of the balance of the aggregate sponsor fees received that remain after deducting expenses incurred by City and reasonable compensation to City. In no case shall the amount of the refund to the Sponsor exceed the amount of the fee paid. City reserves the right to cancel any portion of the Event as it deems necessary and appropriate. Cancellation by the Sponsor will be accepted only in writing. In the event of cancellation by Sponsor, Sponsor will remain obligated for 100% of the sponsorship fee, and City will retain the right to seek and retain an alternate sponsor in City's sole discretion. 13. NON-DISCRIMINATION Sponsor shall not discriminate because of race, color, creed, relation, 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 or any activities under this Agreement. Sponsor 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 Sponsor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions applicable to Sponsor's participation in the Event 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. Sponsor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature below has the power, authority and right to bind their respective parties to each of the terms of this Agreement. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Page 5 of 7 SCOPE OF SERVICES Type of Service: Sponsorship Agreement Event: Fiestas Patrias Festival 2017 Event Dates and Hours of Sponsor Participation*: • Saturday, September 16, 2017 from 12:00 p.m. - 10:00 p.m. Sponsorship Package (Custom) • Good Solutions Group, "SPONSOR", to provide the following: o Sponsorship fee of $3,000.00 paid in full to the City of Santa Ana o Wheel of fortune; Sponsor will provide their own spin wheel and prizes o Distributing free samples of Abuelita hot chocolate" o Distributing free branded swag items • City of Santa Ana to provide the following: o Two (2) 10'x10' Spaces o One chair and two chairs for each 10'x10' space *Sponsors are required to stay for fall duration of the two day event. See "Event Dates and Hours of Sponsor participation". ** Sponsor is required to apply in advance for a health permit for food/beverage distribution and/or sampling from the Orange County Health Care Agency. Any fees associated with the health permit will be paid for by Good Solutions Group. OOODSOL-C1 PATRACO AC CERTIFICATE OF LIABILITY INSURANCE DATE/MM/2017 1r......�� 7/18/2017 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(los) must have ADDITIONAL INSURED provisions or 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 cartificate does not confer riahts to the certificate holder In lieu of such endorsement(s). PRODUCER Bolton & Company 3475 E. Foothill Blvd., Suite 100 Pasadena, CA 01107 INSURED Good Solutions Group Inc. 456 E. Orange Grove Boulevard, Suite 302 Pasadena, CA 91104 441-3233 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 [$SUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, FXCLUSiONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COMMERCIAL GENERAL LIABILITY CLkMS-MADE a OCCUR L AGGREGATE LIMIT APPLIES PER: POLICY --� jP'?T E LOC AUTOMOBILE LIABILITY ANY AUTO _ OAUF�O��p��SONLY AUTOS X AUTOS0NLY X 0N60ONLY UMBRELLA LIAB OCCUR E%CESS LIAB CLAIMS -N DED RETEN'PON$ X YIN I EN1A per the attached form CG 88 City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 0413, 856415423 03/16/2018 03/16/2017 103/1612018 VA 10107/20161101071201 att r tt mors spate is required) s anndd representatives are named as Additional Insured In regards to required by written contract or agreement. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. REPRESENTATIVE ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX e SUBJECT PAGE NON -OWNED AIRCRAFT 2 NON -OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY -ELEVATORS 2 —_ EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS • COVERAGES A AND B 3 " ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT .p�" 7 o LIBERALIZATION CLAUSE \��eaL'� dd " 7 m BODILY INJURY REDEFINED �� G a\,�, 7 EXTENDED PROPERTY DAMAGE WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST O RS TIS"• 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH U © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 8 q Is With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON -OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B, NON -OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY - ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such 'property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: ��yy Paragraphs (1), (3) and (4) of this exclusion do ng,A" ply to "pr rty damage" (other than damage by fire, lightning, explosion, smoke, or leakaPg-@j om an\ aut atic fire protection system) to: (i) Premises rented to you for a period 9f, ,?r` few,g'o @e Ave days; or (ii) Contents that you rent or lease al�W of r e ire or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusio a'l0 ly to "property damage" to contents of premises rented to you for a period of 7 o w cutive days. A separate limit of insurance appliae to this coverage as described in Section III - Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n, do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. 2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following: 6. Subject to Paragraph S. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- e tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.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, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGESAAND B 1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following: I Up to $3,000 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. p 2. Paragraph 1.d. is replaced by the following: ° 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 $500 a day because of time off from work. ,0 , C,\ G. ADDITIONAL INSUREDS , BY CONTRACT, AGREE M$ OR PE -F3 1. Paragraph 2. under Section II - Who Is sured 19 to include as an insured any person or organization whom you have agree add as an Insured in a written contract, written E agreement or permit. Such person or organizati nional insured but only with respect to liability for "bodily injury", "property damage" ttlr ped r and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the act omi- of those acting on your behalf, in the performance of your on going operations for a addition 1 Insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (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. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. s The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property J - e". We have no duty to defend an additional i d under tl' endorsement until we receive written notice of a "suit" by the additional insure r)✓ required i aragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim it under S 1 I - Commercial General Liability Condi- tions. Q.• �ci G�� a���° © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. g This exclusion applies even if the claims against any Insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- _ rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. $ d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (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. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; a whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Ic&tfrance�:-_�J�'\, If an additional insured's policy has an Insurance q on making its policy excess, and you have agreed in a written contract or writt@rr agreemen Qqrp�vi ,the additional insured coverage on a primary and noncontributory basis, this policy sh �',yirT'mc and we will not seek contribution from the additional insured's policy for damages we�\ A��\Q' © 20131-iberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other Insurance for which the addi- tlonal insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional Insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional Insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of Insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS! MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (If you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; s (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or fa'•to provide ofessional health care services. However, if you are not in the business of proI profess! I health care services or providing profes- sional health care personnel to ot,18, or if cov ge for providing professional health care ser- vices is not otherwise excluded�separ a oa'r§ement, this provision (Paragraph (d)) does not apply. nPv _i� ..1` •.d0• Paragraphs (a) and (b) above do not apply to "b - yUlifj ^'or "personal and advertising injury" caused by an "employee" who is acting in a superviso I r you. Supervisory capacity as used herein means the "employee's" job responsibilities as u, includes the direct supervision of other "employ- ees" of yours. However, none of the "emO s" are insureds for "bodily Injury" or "personal and © 20131-berty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; 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 and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. d No person or organization is an insured with respect to the conduct of any current or past partnership, joint `s venture or limited liability company that is not shown as a Named Insured In the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV -Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior 'occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an 'occurrence", offense, claim or "suit' by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an Insured listed under Paragraph 1. of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V - Definitions, Definition 3. is replaced the following: 3. 'Bodily Injury" means physical injury, �as or dise sustained by a person. This includes mental anguish, mental injury, shock_�i1 hI or death at results from such physical injury, sick- ness or disease. 20131I1beMutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "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. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The Injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 20131iberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8