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HomeMy WebLinkAboutSTRAUB DISTRIBUTING CO. (3) - 2017City of Santa Ana ... t Clerk of the Council COTC Office Use Only AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. r`ARK OF THE COUNC s the agreement(s) a permanent record? Yes _ Nod € .UG 2'21 PM3:28 Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with No. N-20VA91i was completed on J_j, I ii and final payment has been made. (List all amendments. Use space below N needed.) Department: PROS A Phone/Ext.: `1 d( )� Signature: �6/-- Date: I h'�a Revised: 10-18-16 INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES oP"! -1 ? CLERK OF COUNCIL N-2017-191 �D 10 20TF SPONSORSHIP AGREEMENT WITH STRAUB DISTRIBUTING FOR FIESTAS PATRIAS SANTA ANA 2017 O; PRCS(/) Silvia C evas THIS SPONSORSHIP AGREEMENT is made and entered into this Kit of Ceptember, 2017 by and between Straub Distributing Co. an Anheuser-Busch Distributor ("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 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 Linder 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: 1. 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 $20,000.00, The sponsorship fee is payable by Sponsor to City upon execution of this Agreement and before Event. Sponsor shall not be entitled to the sponsorship benefits under this Agreement, or to otherwise participate in the Event, if the sponsorship fee is not received before the Event. 3. TERM This Agreement shall commence on the date stated above and continue through the last date 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 all 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 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. 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 (directly or indirectly) to this Agreement or Sponsor's presence or activities at the Event (including the negligent and/or willful acts, errors and/or omissions of Sponsor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all 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. 8. 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, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax:714-647-6956 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-75) Santa Ana, California 92702 Fax: 714-571-4221 To Sponsor: Straub Distributing Co. 4633 La Palma Avenue Anaheim, CA 92807 Phone:714-743-5274 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. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and 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 null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Sponsors retained by City. 12. CANCELLLATION OR TERMINATION If, because of war, fire, strike, civil strife, government 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. NONDISCRIMINATION Sponsor 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 or any activities in connection with 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 necessary hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. 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, and shall indemnify City fidly, 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 anti 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 Sponsorship Agreement the date and year first above written. ATTEST: ARIA I7, HiUIZAR Zlerk r f the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney a By: Assistant City Attorney RECOM ENi#OR APPROVAL: GERARI3 MOt7ET Executive irector of Parks, Recreation and Community Services Agency CITY OF SANTA ANA CYNTHIA RUR Interim City Manager STRAU13 DISTRIHUTINO CO, EXHIBIT A 2017 FIESTAS PATRIAS FESTIVAL SPONSORSHIP PROPOSAL STRAUB DISTRIBUTING COMPANY Saturday and Sunday, September 16 - 17, 2017 • List of Core Elements o Title Sponsor and company branding of Beer Garden o Sponsor name and logo integrated into event branding and promotional materials o Company logo displayed on main stage banners and jumbotron screen o Company sponsorship recognition in TV, Radio and Print and Social Media promotions o Two (2) Product promotion opportunities by company representatives from stage per day o Two (2) Public recognition of sponsorship by MC from stage per day o Company representatives to provide promotional materials to public at Beer Garden o VIP Hospitality for 10 company representatives per day o Partner with city selected non-profit organization to sell product at Beer Garden • Sponsor Requirements: o Provide a minimum of one serving station at Beer Garden o Provide own sponsor branded canopies • City Requirements: o Provide the site location with required pedestrian barricades and security o Provide access to electricity/generator (beer garden lighting can be provided, by request) Sponsorship Package - $20,000.00 Contact Person Sonia Batres Community Events Supervisor (714) 571-4227 sbatresPsanta-ana.org City of Santa Ana Parks, Recreation & Community Services Agency LEARN ` HAVE FUN * GET FIT * BE RESPECTFUL STRADIS-01 DATE ImminolYY --- 5f4/2097VY) THIS CERTIFICATE IS !$SUED 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 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 certificate does not Danfar rights to the cartificafs holder to llau of such endorsamont(s). _ PRODUCER License 0 0282636 QM'�ACT Gallant Risk & Insurance Services, Inc. PH NE Ext1: 959 385.0700 q9 Nol;(951) 368-0707 4160 Temescal Canyon Rd„ N402 No. Wn (951 -- Corona, CA 92683[o—g; _ —I......... tNSURER{Si goro DI,gC ,00VERA0E;7AICd INS11gR,& Unitad Fire & Casualt Company 13021 INSURED INSURER 8:Insurance Company Df the West _ 847 Straub Distributing Co, LTD INS RER C: 4633 La Palm Ave. INS E D: Anaheim, CA 92807 ws R _ INSURER F t THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTYATHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT'WTH 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 CCNDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, TYPE OF INSURANCE POLICY NUMBER LIMITS A IX COMMERCIAL GENERAL LIABILITY Tm Epq HOCCURRENCE $ 1,000,000 CLAIMS -MADE �X� OCCUR X 80486242 0210112097 02t0112018 _BMA yl1 INTE $ 300,004 MED_EXP (Anv one &raon 5'000 1,000,000 _ PE NAL&ADVO RY GEN'LAGGREGATE LIMAPPLI SPER. GE ERALAGGREGATE-_,, $ 2,000,000 pIT Poway a j�GT � LOG I ,_, FRODUCTE-GOMPM AGG _,� $ 2,000,000 O $ A AUTOMOBILE LIABILITY COMBI-Ni, CD SINGLE LIMN' $ 1,OOQ000 X ANY AUTO X 60486242 02/01/2017 02101/2016 BODILY INJURY 11�� E1TOSULE6 JJORY Par S AUTEE�OOSONLY ONLY ASTOS ONLY ePgger$ gCrAccRnfiAMAGE,,,,,,, __„ .........— �A��CS 8 A X UMBRELLA LIAR X OCCUR E CHOCCURRENCE $ 2,000,000 EXCESS LME - CLAIMS -MADE 80488242 0210112047 02/0112018 AGGREGATE � 2,000,000 . DEC; X RETENTIONS 0 13 WORKERS -" A YIN ANYEMPLORS'LIABN WSD602058505 02101I2017 02I01l2 1,000,000 �. AND OPRIETOWPANn ExECunve I EdegnIMrdEhMeB,mEptleEr XCLUOEY7 Y NIA 1rg00,000 (Ir�pnFaIp, SEASE-E4 EMPLOYEE $ 29a0iffION OF CP'N m YXF�TN SEAASE-- POLICY LIMIT $ 1,000,000 SCRIPTION OF OPERATIONS i LOCATIONS I VEHICLES JAGGED 101, AddiUanai RAMINA edrrodulq may IM Aaad ed IrmaR:t : Anheuser Busch Fiestas 2017 gr'ttr,.-G a City of Santa Ana, Its officers, employaes, agents and representatives are listed as additional ins red in attached blanket policy forms. Coverage Is primary and non-contributory pertho attached blanket policy day notice of cancellation, and auto liability par SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana, Parks, Recreation & Community Services THE ACCORDANCE WITH DATE PO HEREOF, OOTICE WILL BE DELIVERED IN THEAgency-M23 Attn: Silvia Cuevas -- 20 Civic Center Plaza AUTHORISED REPRESENTATIVE PO Box 1988 Santa Ana, CA 92102 ACORD 25 (2016103) Q 19884015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CG 71 98 02 16 MANUFACTURERS LIABILITY EXTENSION ENDORSEMENT COMMERCIAL GENERAL LIABILITY EXTENSION ENDORSEMENT SUMMARY OF COVERAGES This is a summary of the various additional coverages and coverage modifications provided by this endorsement. No coverage is provided by this summary. * Extended Property Damage Expanded Fire Legal Liability to Include Explosion, Lightning and Sprinkler Leakage Coverage for non -owned watercraft is extended to 51 feet in length Property Damage - Borrowed Equipment Property Damage Liability - Elevators * Coverage D - Voluntary Property Damage Coverage $10,000 Occurrence with a $25.000 Aggregate * Coverage E • Care, Custody and Control Property Damage Coverage $50,000 Occurrence with a $100,000 Aggregate - $500 Deductible * Coverage F - Electronic Data Liability Coverage - $50,000 * Coverage G - Product Recall Expense $50,000 Each Recall Limit with a $100,000 Aggregate - $1,000 Deductible * Coverage H - Water Damage Legal Liability - $25,000 * Increase in Supplementary Payments: Bail Bonds to $1.000 * Increase in Supplementary Payments: Loss of Earnings to $500 For newly formed or acquired organizations - extend the reporting requirement to 18C days * Broadened Named Insured " Automatic Additional Insured - Owners, Lessees or Contractors - Automatic Status When Required in Construction Agreement With You Automatic Additional Insured - Vendors Automatic Additional Insured - Lessor of Leased Equipment Automatic Status When Required in Lease Agreement With You Automatic Additional Insured - Managers or Lessor of Premises Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured Additional Insured - Employee Injury to Another Employee *Automatically included -Aggregate Limits of Insurance (per location) * Automatically included - Aggregate Limits of Insurance (per project) * Knowledge of occurrence - Knowledge of an "occurrence", 'claim or suit" by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named Insured has received such notice from the agent, servant or employee Blanket Waiver of Subrogation Liberalization Condition Unintentional failure to disclose all hazards. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. Mobile equipment to include snow removal, road maintenance and street cleaning equipment less than 1,000 Ibs GVW Bodily Injury Redefined Rea,I REFER TO THE ACTUAL ENDORSEMENT FOLLOWING ON PAGES 2 THROUC�f 12� C` ptS,ES AFFECTING YOUR INSURANCE PROTECTION CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 1 of 12 CG 71 98 02 15 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. MANUFACTURERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I - COVERAGES A. The following changes are made at COVERAGE A . BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Extended Property Damage At 2. Exclusions exclusion a. Expected or Intended Injury is replaced with the following: "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, 2. Expanded Fire Legal Liability At 2. Exclusions the last paragraph is deleted and replaced by the following: Exclusions c. through n, do not apply to damage by fire, explosion, lightning, smoke resulting from such fire, explosion, or lightning or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of this owner. A separate limit of insurance applies to this coverage as described in SECTION III - LIMITS OF INSURANCE. 3. Non -Owned Watercraft At 2. Exclusions exclusion g, Aircraft, Auto Or Watercraft (2) (a) is deleted and replaced by the following; (a) Less than 51 feet long; 4. Property Damage — Borrowed Equipment At 2. Exclusions the following Is added to paragraph (4) of exclusion j. Damage To Property: This exclusion does not apply to "property damage" to borrowed equipment while at a jobsite and while not being used to perform operations. The most we will pay for "property damage" to any one piece of borrowed equipment under this coverage is $25,000 per occurrence. The insurance afforded under this provision is excess over any valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, contingent or on any other basis. 5. Property Damage Liability — Elevators At 2. Exclusions the following is added to paragraphs (3), (4) and (6) of exclusion j. Damage To Property This exclusion does not apply to "property damage" resulting from the use of elevators. However, any Insurance provided for such "property damage" is excess over any valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, contingent or on any other basis. B. The following coverages are added: 1. COVERAGE D- VOLUNTARY PROPERTY DAMAGE COVERAGE Property damage" to property of others caused by the insured: Piz g a. While in your possession; or`� b. Arising out of "your work". Coverage applies at the request of the insured, whether or not the insured is leg iOyf- t .Tto pay. For the purposes of this Voluntary Property Damage Coverage only: C3 Exclusion J. Damage to Property Is deleted and replaced by the following: CO 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 12 CG 71 98 02 19 j. Damage to Property "Property damage" to: (1) Property held by the insured for servicing, repair, storage or sale at premises you own, rent, lease, operate or use; (2) Property transported by or damage caused by any "automobile', "watercraft' or "aircraft" you own, hire or lease; (3) Property you own, rent, lease, borrow ar use. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE For the purposes of this Voluntary Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for this coverage. 2. COVERAGE E - CARE, CUSTODY AND CONTROL PROPERTY DAMAGE COVERAGE For the purpose of this Care, Custody and Control Property Damage Coverage only: a. Item (4) of Exclusion j. does not apply. The amount we will pay is limited as described below in SECTION III . LIMITS OF INSURANCE For the purposes of this Care, Custody and Control Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for this coverage, 3. COVERAGE F -ELECTRONIC DATA LIABILITY COVERAGE For the purposes of this Electronic Data Liability Coverage only: a. Exclusion p. of Coverage A — Bodily Injury And Property Damage Liability in Section I — Coverages is replaced by the following: 2. Exclusions This insurance does not apply to: p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data" that does not result from physical injury to tangible property. However, this exclusion does not apply to liability for damages because of "bodily injury" 91 "Property Damage" means: (1) Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at.the time of the physical injury that caused it; or (2) Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence' that caused it; or (3) Loss of, loss of use of, damage to, corruption of, inability to access or inability to properly manipulate "electronic data", resulting from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this Electronic Data Liability Coverage, "electronic data" is not tangible property. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE 4. COVERAGE G - PRODUCT RECALL EXPENSE a, Insuring Agreement (1) We will pay 90% of "product recall expense" you incur as a result the coverage period. (2) We will only pay for "product recall expense" arising out of "your relinquished to others. (3) Exclusion j. does not apply to "customer consequential loss of prof during been physically CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 12 C.G 71 98 02 15 (4) We will pay for "loss of your profit" caused by a covered "product recall expense The amount we will pay Is limited as described below in SECTION III • LIMITS OF INSURANCE b. Exclusions This insurance does not apply to "product recall expense" arising out of: (1) Any Fact, circumstance or situation which existed at the inception date of the policy and which you were aware of, or could reasonably have foreseen that would have resulted In a "product recall". (2) Deterioration, decomposition or transformation of a chemical nature, except if caused by an error in the manufacture, design, processing, storage, or transportation of "your product", (3) The withdrawal of similar products or batches that are not defective, when a defect in another product or batch has been found, (4) Acts, errors or omissions of any of your employees, done with prior knowledge of any of your officers or directors. (6) Inherent vice, meaning a natural condition of property that causes it to deteriorate or become damaged. (S) "Bodily Injury" or "Property Damage". (7) Failure of "your product" to accomplish Its intended purpose, Including any breach of warranty of fitness, quality, efficacy or efficiency, whether written or implied. (8) Loss of reputation, customer faith or approval, or any costs Incurred to regain customer market, or any other consequential damages. (9) Legal fees or expenses. (10) Damages claimed for any less, cost or expense Incurred by you or others for the loss of use of "your product". (11) "Product recall expense" arising from the "product recall" of any of "your products" for which coverage is excluded by endorsement. (12) Any "product recall" initiated due to the expiration of the designated shelf life of "your product". (13) Caprice or whim of the insured. 5, COVERAGE H -WATER DAMAGE LEGAL LIABILITY The Insurance provided under Coverage H (Section 1) applies to "property damage' arising out of water damage to premises that are both rented to and occupied by you. The Limit under this coverage shall not be in addition to the Damage To Premises Rented To You Limit. The amount we will pay is limited as described below in SECTION III - LIMITS OF INSURANCE C. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B Is amended: 1. To read SUPPLEMENTARY PAYMENTS 2. Bail Bonds Item 1,b. is amended as follows: b. Up to $1,000 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. BB 3. Loss of Earnings Item 14 is amended as follows; ����\Q d. All reasonable expenses incurred by the insured at our request to assist us"in the inves @iii�����fense of the claim or "suit", including actual loss of earnings up to $500 a day because of tim rrt,,�yi?k. 4. The following language is added to Item 1.`t` CafS' However, we shall have none of the duties set forth above when this ins u ca al 'ss only for Voluntary Property Damage Coverage and/or Care, Custody or Control Property Damage Co erage and we have paid the Limit of Liability or the Aggregate Limit for these coverages. CG 71 98 02 16 Includes copyrighted material of Insurance Services Office, Inc„ with its permission. Page 4 of 12 CG 71 98 02 15 SECTION II - WHO IS AN INSURED A. The following change Is made: Extended Raporting Requirements Item S.a. is deleted and replaced by the following a. Coverage under this provision Is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, B. The following provisions are added: 4. BROAD FORM NAMED INSURED Item 11 is added as follows: f. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period only if there is no other similar insurance available to that entity. However (1) Coverage A does not apply to "bodily injury" or "property damage' that occurred before you acquired more than 50 percent of the voting stock; and (2) Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired more than 50 percent of the voting stock. 5. Additional Insured . Owners, Lessees or Contractors - Automatic Status When Required in Construction or Service Agreement With You a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy is an Insured. Such person or organization is an additional insured only with respect to your liability for "bodily injury", "property damage" or "personal and advertising injury" which may be imputed to that person or organization directly arising out of: 1. Your acts or omissions; or 2, The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured, b. With respect to the insurance afforded to these additional Insureds, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, 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. 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 "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the " grsonal and dverti8ing injury", involved the rendering of or the failure to render any professional arto Tectural, Ineering or surveying services. 2 2. "Bodily injury" or "property damage" occurring after: ��C?i��\ �$ a. All work, including materials, parts or equipment furnished I nnectlo su�! �,work, on the project (other than service, maintenance or repairs) to be performed by o rCliebf the additional insured(s) at the location of the covered operations has been complete CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc,, with its permission. Page 5 of 12 CG 71 98 02 15 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 a part of the same project. 6, Additional Insured - Vendors a. Any person(s) or organization(s) (referred to throughout this additional coverage as vendor), but only with respect to "bodily injury" or "property damage", which may be imputed to that person(s) or organization(s) arising out of "your products" shown with the Schedule which are distributed or sold In the regular course of the vendor's business is an insured, However: (1) The insurance afforded to such vendor only applies to the extent permitted by law; and (2) If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. b. With respect to the insurance afforded to these vendors, the fallowing additional exclusions apply: (1) This insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability In a contract or agreement. This exclusion does not apply to 5ability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, 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. (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of products. (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product. (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. (h) "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: 1. The exceptions contained in Sub -paragraphs d, or f.; or ii. 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. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 7. Additional Insured — Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You a. Any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in writing in a contract or agreement that such persona 'or organlzat' 'n(s) be added as an additional insured on your policy. Such person(s) or organizaticn(s� an insur only with respect to your liability for "bodily injury", "property damage" or "personal ann j vertising Jury" directly arising out of the maintenance, operation or use of equipment leased to you10ich may b Muted to such person or organization as the lessor of equipment. Qi J CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., wl!Ks �iPwon, Page 6 of 12 CG 71 98 02 15 However, the insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional Insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. It. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 8. Additional Insured — Managers or Lessors of Premises a. Any person(s) or organizaticn(s), but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant In that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the persons) or organization(s) afforded coverage by this additional coverage. 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 insurance 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. 9. Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured a. Any architects, engineers or surveyors who are not engaged by you are insureds, but only with respect to liability for "bodily injury" or "property damage" or "personal and advertising injury" which may be imputed to that architect, engineer or surveyor arising out of: (1) Your acts or omissions; or (2) Your acts or omissions of those acting on your behalf; in the performance of your ongoing operations performed by you or on your behalf. But only if such architects, engineers or surveyors, while not engaged by you, are contractually required to be added as an additional insured to your policy. However, the insurance afforded to such additional insured (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Is. With respect to the insurance afforded to these additional Insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services, including: (1) The preparing, approving, or failing to prepare or approve, maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (2) Supervisory, inspection or engineering services, This exclusion applies even if the claims against any Insured allege negligenc�e,� ppt��ether wron ing in the supervision, hiring, employment, training or monitoring of others by that insurF, ;" the "oc rence" which caused the "bodily injury" or "property damage", or the offense which cause . a "perso and advertising injury", involved the rendering of or the failure to render any professional s lice CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., wig Yr �Ex sion. Page 7 of 12 CG 71 98 02 15 10. Additional Insured - Employee Injury to Another Employee With respect to your "employees" who occupy positions which are supervisory in nature: Paragraph 2.a,(1) of SECTION 11— WHO IS A NAMED INSURED is amended to read: a. 'Bodily injury" or "personal and advertising injury" (1) To you, to your partners or members (if you are a partnership or joint venture), or to your members (if you are a limited liability company); (2) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described In paragraph (1)(a) above; or (3) Arising out of his or her providing or failing to provide professional healthcare services. Paragraph 3.a. is deleted. For the purpose of this Item 10 only, a position is deemed to be supervisory In nature if that person performs principle work which is substantially different from that of his or her subordinates and has authority to hire, direct, discipline or discharge. 11. Extension of Insured Status to Premises Owner Who Is an insured is amended to include as an insured the premises owner that has leased or rented their premises to the named insured, but only for liability exposure such person or organization may have as the lessor of the designated premises per written contract with the named insured and only for so long as you actually occupy those premises. SECTION III - LIMITS OF INSURANCE A. The following Items are deleted and replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard'; and c. Damages under Coverage B; and d. Damages under Coverage H. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" and Coverage G. 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 "property damage" to any one premises, while rented to you, or In the case of damage by fire, explosion, Lightning, smoke resulting from such fire, explosion, or lightning or sprinkler leakage while rented to you or temporarily occupied by you with permission of the owner. B. The following are added: 8. Subject to Paragraph 5, of SECTION III — LIMITS OF INSURANCE $25,000 is the most we will pay under Coverage H for Water Damage Legal Liability. 9. Coverage G • Product Recall Expense Aggregate Limit $100,000 Each Product Recall Limit $50,000 a. The Aggregate Limit shown above is the most we will pay for the sum i incur as a result of all "product recalls" you initiate during the endorsement CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., ., A you Page 8 of 12 J CG 71 98 02 15 p. The Each Product Recall Limit shown above Is the most we will pay, subject to the Aggregate and $1,000 deductible, for "product recall expense' you incur for any one "product recall" you Initiate during the endorsement period, $25,000 is the most we will pay for "customer consequential loss of profit expense" for any one "product recall'. $25,000 is the most we will pay for "loss of your profit' for any one "product recall" We will only pay for the amount of Product Recall Expenses which are in excess of the deductible amount, The deductible applies separately to each Product Recall. The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. 10. Aggregate Limits of Insurance (Per Location) The General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. "Location" means premises Involving the same or connecting lots, or premises whose connection is Interrupted only by a street, roadway, waterway or rlght-of-way of a railroad. 11. Aggregate Limits of Insurance (Per Project) The General Aggregate Limit applies separately to each of your projects away from premises owned by or rented to you. 12. With respects to the Insurance afforded to additional insureds afforded coverage by items 5 through 10 of SECTION 11 —WHO IS AN INSURED above, the following is added: The most we will pay on behalf of the additional Insured is the amount of insurance: a. Required by the contract or agreement; b. Available under the applicable Limits of Insurance shown in the Declarations; Whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 13. Subject to 5, of SECTION III — LIMITS OF INSURANCE , a $10,000 "occurrence` limit and a $25,000 "aggregate" limit is the most we will pay under Coverage A for damages because of "property damage' covered under Coverage D . Voluntary Property Damage Coverage. For the purposes of this Voluntary Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for this coverage. 14. Subject to 5. of SECTION lit — LIMITS OF INSURANCE, a $50,000 "occurrence' limit and a $100,000 "aggregate" limit is the most we will pay under Coverage E - Care, Custody and Control Coverage regardless of the number of: a. Insureds; Ill Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". Deductible - Our obligation to pay damages on your behalf applies only to the amount of damages in excess of $500. This deductible applies to all damages because of "property damage' as the result 4Q�� 9ny one "oo rrence" regardless of the number of persons or organizations who sustain damages because of��l'8oc``curra 1, We may pay any part or all of the deductible amount to effect settlement of. cla1 it" and upon notification of the action taken, you shall promptly reimburse us for such pa he dert as has been paid by us. CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., wwts passion. Page 9 of 12 CG 71 98 02 15 As respects this coverage "Aggregate" Is the maximum amount we will pay for all covered "occurrences" during one policy period. For the purposes of this Care, Custody and Control Property Damage Coverage, our right and duty to defend ends when we have paid the Limit of Liability or the Aggregate Limit for this coverage. 15. Subject to 5. of SECTION III — LIMITS OF INSURANCE, the most we will pay for "property damage" under Coverage F - Electronic Data Liability Coverage for loss of "electronic data" Is $50,000 without regard to the number of "occurrences". SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS A. The following conditions are amended: 1. Knowledge of Occurrence a. Condition 2., Items a. and b. are deleted and replaced by the following: (1) Duties In The Event Of Occurrence, Offense, Claim Or Suit (a) You must see to It that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. Knowledge of an "occurrence" by your agent, servant or employee shall not In itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee. To the extent possible, notice should include: I. How, when and where the "occurrence" took place; ii. The names and addresses of any Injured persons and witnesses, and M. The nature and location of any injury or damage arising out of the "occurrence" or offense. (b) If a claim is made or "suit" is brought against any insured, you must: L Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. Knowledge of a claim or "suit" by your agent, servant or employee shall not in itself constitute knowledge of the named insured unless an officer of the named insured has received such notice from the agent, servant or employee. 2. Where Broad Form Named Insured is added In SECTION If — WHO IS AN INSURED of this endorsement, Condition 4. Other Insurance It. Excess Insurance (1).(a) is replaced by the following: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to an Insured solely by reason of ownership by you of more than 50 percent of the voting stock, and not withstanding any other language in any other policy. This provision does not apply to a policy written to apply specifically in excess of this policy. S. The following are added: 1. Condition (5) of 2,c. (5) Upon our request, replace or repair the property covered under Voluntary Property Damage Coverage at your actual cost, excluding profit or overhead. 10. Blanket Waiver Of Subrogation We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of: premises owned or occupied by or rented or loaned to you, ongoing operations performed by you or on your behalf, done under a contract with that person or organization, "your work", or "your products", We waive this right where you have agreed to do so as part of a written contract, executed by you before the "bodily Injury" or "property damage' occurs or the "personal injury" or "a ertising injury" offense is committed. �() 11. Liberalization If a revision to this Coverage Part, which would provide more coverage with addit$m I r um becomes effective during the policy period in the state designated for the first NamedQnsured lip eclarations, your policy will automatically provide this additional coverage on the effective date of t ZWs CG 71 98 02 15 Includes copyrighted material of Insurance Services Office, Inc., wit! sW j)&on. Page 10 of 12 CG 71 98 02 15 12. Unintentional Failure to Disclose All Hazards Based on our reliance on your representations as to existing hazards, if you unintentionally should fail to disclose ail such hazards at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. 13. The following conditions are added in regard to Coverage G - Product Recall Expense In event of a "product recall", you must a. See to it that we are notified as soon as practicable of a "product recall", To the extent possible, notice should include how, when and where the "product recall" took place and estimated "product recall expense". b. Take all reasonable steps to minimize "product recall expense This will not increase the limits of insurance. c. If requested, permit us to question you under oath at such times as may be reasonably required about any matter relating to this insurance or your claim, including your books and records. Your answers must be signed. d. Permit us to inspect and obtain other information proving the lass. You must send us a signed, swom statement of loss containing the information we request to Investigate the claim. You must do this within 60 days after our request. e. Cooperate with us in the investigation or settlement of any claim. f. Assist us upon our request, in the enforcement of any rights against any person or organization which may be liable to you because of loss to which this insurance applies. SECTION M - DEFINITIONS A. At item 12. Mobile Equipment the wording at f.(1) is deleted and replaced by the following: f.(1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; except for such vehicles that have a gross vehicle weight less than 1,000 Ibs which are not designed for highway use. B. Item 3. "bodily injury" is deleted and replaced with the following: 3. "bodily injury" means physical Injury, sickness or disease sustained by a person. This Includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease. C. The following definitions are added for this endorsement only: 23. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tape drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 24. "Product recall" means a withdrawal or removal from the market of "your product" based on the determination by you or any regulatory or governmental agency that: a. The use or consumption of "your product" has caused or will cause actual or alleged "bodily injury" or "property damage"; and b. Such determination requires you to recover possession or control of "your product" from any distributor, purchaser or user, to repair or replace "your product", but only if "your product" is unfit for use or consumption, or is hazardous as a result of: (1) An error or omission by an insured in the design, manufacturing, process' labeling, crage, or transportation of "your product"; or (2) Actual or alleged Intentional, malicious or wrongful alteration or cony natio of p m product" by someone other than you. A , 0, CG 71 98 02 15 includes copyrighted material of Insurance Services Office, Inc. P12 CO 71 98 02 16 26. "Product recall expense" means reasonable and necessary expenses for: a. Telephone, radio and television communication and printed advertisements, including stationery, envelopes and postage. b, Transporting recalled products from any purchaser, distributor or user, to locations designated by you. c. Remuneration paid to your employees for overtime, as well as remuneration paid to additional employees or Independent contractors you hire. d. Transportation and accommodation expense Incurred by your employees. e. Rental expense incurred for temporary locations used to store recalled products. f. Expense incurred to properly dispose of recalled products, Including packaging that cannot be reused. g. Transportation expenses Incurred to replace recalled products. h. Repairing, redistributing or replacing covered recalled products with like products or substitutes, not to exceed your original cost of manufacturing, processing, acquisition and/or distribution. These expenses must be incurred as a result of a "product recall". 26. "Customer consequential loss of profit expense" means the loss of financial gain incurred by your direct customers as a consequence of the "product recall" of "your product" or the "product recall" of their product because their product incorporated "your product'. 27, "Loss of your profit" means net income (net profit before income taxes) that would have been earned or incurred and includes the net sales value of production. CG 71 98 02 18 Includes copyrighted material of Insurance Services Office, Inc., with its 12 of 12 FPICO200 (12-11) THIS ENDORSEMENT CRANGES TTIH POLICY. PLEASE READ IT CAREFULLY BUSINESS AUTO ELITE COVERAGE ENDORSEMENT T(nis enrorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply urdess modified by this endorsement, SECTION H - LIABILITY COVERAGE - Amendments WHO IS AN INSURED The following are added to WHO IS AN INSURED: BLANIMT ADDITIONAL INSUREDS Any person or organization tvith twhonn you agreed, pursuant to a written contract, to provide insurance smch as is affordod under this Coverage Pant, but only to the extent that the person or org rization is held liable for your acts or omissions with respect to your ownership. midureni nice or use of a covered "auto." This provision only applies if the written contract laps been executed prior to the "bodily uijury" or "property damage.. This coverage shall be phaauy and not contributory with respect to the person, or orgarilxation included as an -insured" ender this section. Anv other uisontace that person or organim ion has ,shall be excess and not contributory with respect to this insurance. but this provision only applies if it is required in the written contract, identified in this section, and is permitted by hov, BROAD FORM NAMED INSURED Any business entity newly acquired or formed by you, other tutu a partnership. joint venture or Ihnited liability cotnptuny during the policy period provided you own 50% or more of tie business entity and the business Catty- is not separately insured for Dusinness Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisition or formation of the business enth. EMPLOYEES AS INSURED - HIRED AUTOS Any ^employee' of yours is an "insured'" while operating in "unto" hired or rented under a contract or agreement in that "employee's" manici with your permission, while performing duties relater( to the conduct of vonr business. EMPLOYEES AS INSURED NONOWNED AUTOS Any "employee" of yours is an `insured" Moe rushing a covered "auto" you don't onnn, hire or borrow in your business. COVERAGE EXTENSIONS - SUPPLEMENTARY PAYALENTS Supplementary Payments is im encled as follows: We will pay up to $3,000 for cost of bail bonds (including bonds for related urdfie law violations,) required because of an `accident" we cover. We do not have to furnish these bonds. We wilt pay ail reasonable expemscs incurred by the -insured" at our request, Including actual loss of earnings up to $300 a day, because of time off from work. SECTION III - PHYSICAL DAMAGE COVERAGE - Amendments AUDIO, VISUAL, AND DATA ELECTRONIC EQUIPMENT COVERAGE EXTENSION Airy reference to equipment for the reproduction of soand also includes video and global positioning systems. EXPANDED TOWING COVERAGE In addition to the towing acid labor limit shoun in the Declarations' for private passenger type `.nuns." we will pay up to $75 for towing and Libor costs hicuned each time tile covered "aura" is disabled. However. the tabor must be performed at the place of disabletuen . This coverage applies only to as "auto' covered on this policy for other physical damage coverage. EXPANDED TRANSPORTATION EXPENSE Coverage Extensions - Trnnsponlation .Expenses is deleted and replaced by thefollowhig: y We will pay tip to $60 per day (�aaint��+v��il�itilS $1,800 for temporary transportation ex p me rria l' b m because of the total theft, of a Cove,rgQr, Auto", �ettplassenger type. We will pay only r th et, k or which you carry either Comprehensive or r uses of Loss Coverage. We will pay f n transportation expenses incurred during th CAW ,,p uiag 48 hours after nacluda cop) lighted malcrial ofT30 Pxnp rlioi. tat,. wall its 1xauiiminn4�" `B Page i of 1 the theft and ending, regardless of the policy's expiration, when tile covered "auto" is returned to Ilse or rve pay for its ..loss." EXTRA EXPENSE — STOLEN AUTOS We will pay up to $1.000 for the expense of retumiag a stolen covered "auto' to you, We will pay only for those covered -mitos' for ivh ichi you early Connprellernsive or Specified Causes of Loss Coverage, HIRED CAR PHYSICAL DAMAGE COVERAGE For purposes of this section. the term "auto" is redefined to meari a laid motor veliicle. "toile" or seniltrailer with a gross vehicle weight under 20,000 pounds designed for travel al public roads, but does not hictude "inobile equipment." If Comprehonshe, Specified Causes of Loss or Collision coverage is provided to all owned autos by this policy. you ttiay extend that coverage to applyto Physical Damage "loss" to hired "altos.' We will provide coverage equal to the mininuini coverage available to any covered "auto" shown in the Declarations. But, the most we will pay for "loss' to a lured "'auto" hi any one "accident' is the lesser of: 1, $50,000: or 2. The aehwl cash value of the damaged or stolen property as of tine time of the "loss:" or 3. The actual cost of repairing or replacing the damaged or stolen property nvith other property of the kind or quality. A part is of l ke kind and quality amen it is of equal or better condition than the pre -accident part. We will use tine original equipment from the manufacturer cvtnen: a) The operational safety of the vehicle might otherwise be impaled: b) Reasonable said diligent efforts to locate tine appropriate rebuilt, aftermarket or used part have been unsuccessful: 0 A new oriental equipment part of like kind and quality is available and will result in the lowest overall repair cost: d) For vehiclos insured under policies written or or before December .11, 2003, the vehicle has been used no more than 15,000 miles mlless tine pre. accident condition warrants otherwise� or e) For vehicles insured natter policies written on or after Janina) 1, 2004, the vehicle has been used no more than 20,000 miles unless the pro -accident condition warrants otherwise. FPICO200 (12.-11) For each hired "auto" our obligation to pay "loss" will be reduced by a deductible equal to the""iuelest deductible applicable to any owned "auto" for that coverage. No deductible will be applied to 'loss" caused by fine or. lightnhng. We will also pay up to $500 per "accident" for loss of use of the lured 'alto"' if it results from an '"accident' for which you are legally liable, The lessor roust suffer all actual financial "loss' for this coverage to apply. Hired Car Physical Damage Coverage provided by this extension is excess over ally other collectible insurance. LOANlLEASE GAP COVERAGE For purposes of this section, the term "auto' is redefined to mean a land motor vehicle. "trailer' or serultrahor with a gross vehicle weight under 20,000 pounds designed for travel oil public roads, but does not include "mobile equipment;' If a long-term leased or financed "auto' is a covered"auto" for the Physical Damage Coverage applicable to a total "loss," kind the lessor or fu uncial institution is an additional insured under this Coverage Part, nve will pay up to a fraxinuna of $15,000 the difference between amounts von owe the lessor or firnHrlelal institution amler the lease or loan terms and the amount of insurance paid the lessor or fuumcial, institution for the total "loss" of the covered "auto- rums: any payments overdue at the flue of the loss: any fniancial penalties imposed due to wear and tear, high nuleage or similar Charges: any security deposits not refunded by the lessor or financial institution: any costs for credit life, health and accident, or disability insurance: cry costs for extended waraities: or nay carry-over balances from previous leases or loans. You are responsible for kite dectuctiblo applicable to the "loss" for the covered "auto". This coverage is excess insurance over any, other collectible insurance or lease provision. PERSONAL EFFECTS COVERAGE We will pay up to $ F00 for "loss" to wearing apparel said Other personal effccts, Whichare: 1. Owaecl by an"insured:" and 2. In or on your coveted "auto:" hi the event of a total theft "loss" of your covered "auto." No deductibles apply to Personal Effects CO age, RENTAL REINIBURSEMENT C44RAGE,s 1. We will pay for rental re e3l ennent x esy r' ed by you for the rental of Ivanto la1iXo a covered "auto,' Payment applies i I {n t$e otherwise applicable amount of Rtwbte Vol] have on a covered "auto," No de ti iky ,- to Rental Reimburseracnt Coverae "I hmludes aiprrhhted nvdnrial of 180 Propeftim tic. with ins parmimiuo Page 2 of 3 2. We will pay only for those expenses incurred during the policy period begimring 24 hours after the "loss- and coding. regardless of tire policy's expiration. with the lesser of the following number of (lays: a) The number of days reasonably required to repair or replace the covered "auto." If --loss is caused by theft, tills number of days is added to the number of days it takes to locate the covered'"auto" and return it to you. b) The number of days shown hi the Schedule. 3. This coverage applies orily to a coverer) "auto" for which there is Comprehensive, Specified Causes of Loss or Coffsion Coverage provided on this covered auto," If there is no Collision Coverage for a covered then Rental Reimbursement Coverage ivill not apply to a Collision loss involving that covered "auto." d, Our payment is united to the lesser of the following amounts: a) Necessary and actual exponses incurred. b) $75 for any one day or fora mexitnnm of 30 days. S. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 6. If "loss" results from the total theft of a covered "arao" of the private passenger type; we will pay wider this coverage only that amount of your rental reirnbursement expenses which is not already" provided for corder the PHYSICAL DAMAGE COVERAGE Coverage Extension. 7. Coverage does not apply to any covered "auto' for which coverage is provided by endorsement form CA 9923 on this policy, WAIVER OF DEDUCTIBLE — GLASS Deductible is amended by adding tine following: No deductible for a covered "auto' will apply to glass damage if the glass is repaired rather than replaced. SECTION IV — BUSINESS AUTO CONDITIONS — Ameatbuents LOSS CONDITIONS KNOWLEDGE, OF ACCIDENT, CLAIM, SUIT OR LOSS The requirements for reporturg and sending claim or suit' iaforruation to us, including provisions related to the FPICO200 (12-11) subeguenl investigation of such clailis or 'suits under DUTIES IN, TM EVENT OF ACCIDE'N7, CLAINt, SUIT OR LOSS. do not apply until the "accident' or "loss" is known to: 1. You, if you are fur individual 2. A partner if you are a partnership; 3. An executive officer or insurance inautager; if you are a corporation; 4, Yonr mornbars; muu gcrs or hrsaranno rna auger, h you area limited liability company; i, Your elected or appointer) officials, tnrstees, board membem oryour insurance manager, if you are as orgaulmion other than a partnership"joint venhum or lhtuted liability compa iry. But, this section does not amend the provisions relating to notification of police, protection or examination of the properly, which was subject to the "loss." BLANKET WAIVER OF SUBROGATION Trausfer Of Rights Of Recovery Against Others To Us is deleted and replaced by the following: We waive any right of recovery we may have against any person or organization to the extent roquhed of you by a written conuct executed prior to uiy "accident' or "loss," provldod that the "accident' or "loss- arises oat of the operations contemplated by such contract. The nniver applies ouhy to the person or orgarv2ation designated la such contract GENERAL CONDITIONS UNINTENTIONAL ERRORS OR OMSSIONS Concealment, Misrepresentatiao Or Fraud is amended by adding the following: Tire unhitentioual emission of, or unintentional error in• any information given by you shalt not prejudice your tights wader this insarmice" However_ this provision does not affect our right to collect additional premium or exercise car right of cancellation or non -renewal. SECTION V— DEFINITIONS - MENTAL ANGUISH The definition of `bodil mental ralgrash resulting or disease sustained by a I Imlodos wpylghted maWml 4130 Pmperdm 6m R'id, its permission Page 3 of 3