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PartyTime/HDO 2018 Career Builders Challenge Storage 17INDEMNITY AND HOLD HARMLESS AGREEMENT THIS INDEMNITY AGREEMENT AND HOLD HARMLESS ("Agreement") is hereby entered into by the City of La Quinta ("City") and PARTYTIME/HDO Operations, LLC. ("Agency") as of October 19, 2017. RECITALS A. Agency has proposed to use the storage lot located at Avenue 54 and Jefferson Street to store equipment (Exhibit A - Equipment List) for the upcoming 2018 Career Builder Challenge Golf Tournament ("Intended Use"). B. The City wishes to grant Agency's request for the Intended Use to facilitate ease of access to the golf course for Agency. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties agree as follows: Section 1 The foregoing Recitals are true and correct and are hereby incorporated herein by this reference and are expressly made a part of this Agreement. Section 2 2.1 Agency shall defend (with counsel selected by the City), indemnify, and hold harmless the City and its officers, employees, and agents (collectively, "Indemnified Parties") from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Agency or by any individual or entity for which Agency is legally liable, including but not limited to officers, agents, employees, or subcontractors of Agency, excepting only those claims, actions, obligations, losses, liabilities, judgments, or damages arising out of the sole gross negligence, active gross negligence, or willful misconduct of the Indemnified Parties. 2.2 In the event the Indemnified Parties are made a party to any action, lawsuit, or other adversarial proceeding alleging negligent or wrongful conduct on the part of Agency, Agency shall provide a defense (with counsel selected by the City) to the Indemnified Parties. 2.3 In addition, Agency shall be obligated to promptly pay any final judgment or portion thereof rendered against the Indemnified Parties. Revised April 2015 Section 3 3.1 Prior to the execution and throughout the duration of this Agreement, Agency shall maintain insurance in conformance with the requirements set forth below. Agency may use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Agency shall have it amended to do so. Agency acknowledges that the insurance coverage and policy limits set forth in this Section 3.1 constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to City in the event of a loss covered by this Agreement. Agency shall provide the following types and amounts of insurance with Endorsement pages: A. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. B. Workers' Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses, as well as a Waiver of Subrogation endorsement. C. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non -owned and hired autos, or the exact equivalent. Limits shall be no less than $1,000,000 per accident, combined single limit. If Agency owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Agency or Agency's employees will use personal autos in any way on this project, Agency shall obtain evidence of personal auto liability coverage for each such person. 3.2 Agency agrees to provide evidence of the insurance required herein, satisfactory to City, consisting of: (a) certificate(s) of insurance evidencing all of the coverages required and, (b) an additional insured endorsement to Agency's Commercial General Liability policy using ISO Form CG 20 10 with an edition date prior to 1988, which form shall include coverage for completed operations. The additional insured endorsement shall expressly name City, and its officers and employees, and Landmark Golf Management, La Quinta Farms, and Vermillion EPA, as additional insureds on the policy(ies) as to Commercial General Liability coverages, and completed operations coverages, with respect to liabilities arising out of Agency's performance of the Services under this Agreement. Revised April 2015 3.3 Proof of compliance with these insurance requirements, consisting of endorsements and certificates of insurance, shall be delivered to City prior to Agency commencing performance of any of the Services described in this Agreement. 3.4 Agency agrees to remove their equipment no later than April 1, 2018. Failure to do so may result in City disposing of equipment at City's sole discretion. 3.5 Copies of this Agreement and any other forms of communication between the parties shall be directed to the addresses set forth below: To City: CITY OF LA QUINTA Attention: Steve Howlett 78-495 Calle Tampico La Quinta, California 92253 Email address: showlett@la-quinta.org ATTEST: Susan Maysels Digitally signed by Susan Maysels DN: cn=Susan Maysels, o=City of La Quinta, ou=Clerk's Office, email=smaysels@ la -q u i nta.org, c=US Date: 2017.10.30 11:06:51 -07'00' Susan Maysels, City Clerk APPROVED AS TO FORM: By: C[1� WiMam H. Ihrke, City Attorney Revised April 2015 To Consultant: Vendor Name: PARTYTIME/HDO Attn: Dennis Coppi Address: 6150 West Howard Street City ST ZIP: Niles, Illinois 60714 Email address: dennis@tentprofessionals.com PARTYTIME/HDO OPERATIONS, LLC (A Limited Liability Corporation) By: Its: Senior Acc unt Executive CITY OF LA QUINTA ("City") Digitally signed by Frank Spevacek DN: serialNumber=3fffgcd7gnjs38w1, c=US, st=California, I=La Quinta, o=Frank J. Spevacek, cn=Frank Spevacek Date: 2017.10.30 10:38:56 -07'00' By: Frank J. Spevacek, City Manager 14 R1 CERTIFICATE OF LIABILITY INSURANCE �� DATE(MM/DD/YYYY) 10/23/2017 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(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 confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lovitt & Touche - Tempe 1050 W Washington Street, Suite 233 Tempe AZ 85281 CONTACT NAME; Tami Lane PHONE E q. 602-956-2250 FAX WC; 144 602-956-2258 EMAIL tlane@lavitt-touche.com nos: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Cincinnati Insurance Company 10677 INSURED PROEMOP-C1 PartyTime-HDO Operations, LLC. 6150 W. Howard Street Niles IL 60714-3402 INSURER B :Argonaut Insurance Company 7/1/2018 INsuRERc: $1,000,000 INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 485476864 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. f INSR TYPE OF INSURANCE AINso DD L WVD� POLICY NUMBER IMM/DDIIYY EYYY1 (M POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y ENP0444086 7/1/2017 7/1/2018 EACH OCCURRENCE $1,000,000 CLAIMS -MADE , X OCCUR - ATM SES (Eaecourremel 5100,000 ' MED EXP (Any one person) 55,000 PERSONAL & ADV INJURY 51,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 52.000.000 X POLICY Wi' LOC PRODUCTS - COMP/OPAGG $2,000,000 OTHER: � 5 A AUTOMOBILE LIABILITY Y EBA0444086 7/1/2017 7/1/2018 COMBIREI'JSINGLE UHT Ma accident) $ 1,000,000 X ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY — SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS ONLY NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Peram:Wenl) 5 A X UMBRELLA LIAB X OCCUR ENP0444086 7/1/2017 7/1/2018 EACH OCCURRENCE $4,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $4,000,000 $ —1;E1717—( RETENTION$0 8 WORKERS COMPENSATION AND EMPLOYERS' LIABILITYSTATUTE WC928278607484 6/21/2017 6/21/2018 x ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y i NN/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) EL. DISEASE - EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 A Business Personal Property ENP0444086 7/1/2017 7/1/2018 Limit: $7,100,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if mo e space is required) Certificate holder is additional insured as respects general liability, automobile liability, and excess liability if required in a written contract. Waiver of Subrogation applies to the general liability, automobile liability and workers compensation if required in a written agreement. City of LaQuinta and its officers and employees, and Landmark Golf Management, La Quinta Farms, and Vermillion EPA are shown as an additional insured solely with respect to General Liability coverage as evidenced herein as required by written contract with respect to the work performed by the named insured. CERTIF[CATE HOLDER CANCELLATEON City of LaQuinta 78-495 Calle Tampico LaQuinta CA 92253 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver of Subrogation Any and All Illinois Projects This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Date: 06 / 21 /2017 Policy No. WC 928278607484 Endorsement No_ Policy Effective Date: 06/21/2017 to 06/21/2018 Premium $ Insured: PartyTime-HDO Operations LLC DBA: Carrier Name / Code: Argonaut Midwest Insurance Company WC 00 03 13 (Ed. 4-84) 0 1983 National Council on Compensation Insurance. Countersigned by Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi. cated below. Endorsement Effective 7/1/2017 Policy Number: EBA0444086 Named Insured: PartyTime-HDO Operations, LLC Countersigned by. Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION II - LIABILITY COVERAGE, A. Cover- age, I. Who is an Insured Is amended to include as an insured any person or organization with which you have agreed In a valid written contract to provide insurance as is afforded by this policy_ This provision is limited to the scope of the valid written contract. This provision does not apply unless the valld written contract has been executed prior to the "bodily injury" or "property damage". AA 4171 11 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION - AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: 7/1/2017 Policy Number: EBA0444086 Named Insured: PartyTime-HDO Operations, LLC Countersigned by: (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. Blanket Waiver of Subrogation SECTION IV - BUSINESS AUTO CONDI- TIONS, A. Loss Conditions, 5. Transfer of Rights of Recovery Against Others to Us is amended by the addition of the following: We waive any right of recovery we may have against any person or organization because AA 4172 09 09 of payments we make for "bodily injury" or "property damage" arising out of the operation of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", pro- vided the "bodily injury" or "property damage" occurs subsequent to the execution of the "In- sured contract". THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Endorsement - Table of Contents: Coverage: Begins on Page: 1. Employee Benefit Liability Coverage 2 2. Unintentional Failure to Disclose Hazards 8 3. Damage to Premises Rented to You 8 4. Supplementary Payments 9 5. Medical Payments 9 6. Voluntary Property Damage (Coverage a.) and Care, Custody or Control Liability Coverage (Coverage la.) g 7. 180 Day Coverage for Newly Formed or Acquired Organizations 10 8. Waiver of Subrogation 10 9. Automatic Additional Insured - Specified Relationships: 10 Managers or Lessors of Premises, Lessor of Leased Equipment; Vendors; State or Political Subdivisions - Permits Relating to Premises; State or Political Subdivisions - Permits; and Contractors' Operations 10. Broadened Contractual Liability - Work Within 50' of Railroad Property . 14 11. Property Damage to Borrowed Equipment 14 12. Employees as Insureds - Specified Health Care Services: 15 Nurses; Emergency Medical Technicians; and Paramedics 13. Broadened Notice of Occurrence 15 B. Limits of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorse- ment, except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $ 1,000,000 Aggregate Limit: $ 3,000,000 Deductible: $ 1,000 3. Damage to Premises Rented to You The lesser of: a. The Each Occurrence Limit shown in the Declarations; or b. $500,000 unless otherwise stated $ 4. Supplementary Payments a. Bail bonds: $ 1,000 b. Loss of earnings: $ 350 5. Medical Payments Medical Expense Limit: $ 10,000 GA 233 1L 02 07 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 15 6. Voluntary Properly Damage (Coverage a.) and Care, Custody or Control Liability Coverage (Coverage b.) Limits of Insurance (Each Occurrence) Coverage a. $1,000 Coverage b. $5,000 unless otherwise stated $ Deductibles (Each Occurrence) Coverage a. $250 Coverage b. $250 unless otherwise stated 11. Property Damage to Borrowed Equipment Each Occurrence Limit: $ 10,000 Deductible: $ 250 C. Coverages: 1. Employee Benefit Liability Coverage a. The following is added to SECTION I - COVERAGES: Employee Benefit Liability Coverage. (1) GA 233 IL 02 07 Insuring Agreement (a) We will pay those sums that the insured becomes legally obligated to pay as dam- ages caused by any act, er- ror or omission of the in- sured, or of any other per- son for whose acts the in- sured is legally liable, to which this insurance ap- plies. We will have the right and duty to defend the in- sured against any "suit" seeking those damages. However, we will have no duty to defend against any "suit" seeking damages to which this insurance does riot apply. We may, at our discretion, investigate any report of an act, error or omission and settle any claim or "suit" that may re- sult, But: 1) The amount we will pay for damages is limited as described in SEC- TION III - LIMITS OF INSURANCE; and 2) Our right and duty to defend ends when we have used up the ap- plicable limit of insur- ance in the payment of judgments or settle- ments. No other obligation or liabil- ity to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Pay- ments. (b) This insurance applies to damages only if the act, er- ror or omission, is negli- gently committed in the "administration" of your "employee benefit pro- gram"; and 1) Occurs during the pol- icy period; or 2) Occurred prior to the effective date of this endorsement provided: a) You did not have knowledge of a claim or "suit" on or before the ef- fective date of this endorsement. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 15 COVERAGE PREMIUM BASIS (a) Area (b) Payroll (c) Gross Sales (d) Units (e) Other RATE (For Limits in Excess of $5,000) ADVANCE PREMIUM (For Limits in Excess of $5,000) b. Care, Custody or Control $ TOTAL ANNUAL PREMIUM $ 11. Property Damage to Borrowed Equipment Each Occurrence Limit: $ 10,000 Deductible: $ 250 C. Coverages: 1. Employee Benefit Liability Coverage a. The following is added to SECTION I - COVERAGES: Employee Benefit Liability Coverage. (1) GA 233 IL 02 07 Insuring Agreement (a) We will pay those sums that the insured becomes legally obligated to pay as dam- ages caused by any act, er- ror or omission of the in- sured, or of any other per- son for whose acts the in- sured is legally liable, to which this insurance ap- plies. We will have the right and duty to defend the in- sured against any "suit" seeking those damages. However, we will have no duty to defend against any "suit" seeking damages to which this insurance does riot apply. We may, at our discretion, investigate any report of an act, error or omission and settle any claim or "suit" that may re- sult, But: 1) The amount we will pay for damages is limited as described in SEC- TION III - LIMITS OF INSURANCE; and 2) Our right and duty to defend ends when we have used up the ap- plicable limit of insur- ance in the payment of judgments or settle- ments. No other obligation or liabil- ity to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Pay- ments. (b) This insurance applies to damages only if the act, er- ror or omission, is negli- gently committed in the "administration" of your "employee benefit pro- gram"; and 1) Occurs during the pol- icy period; or 2) Occurred prior to the effective date of this endorsement provided: a) You did not have knowledge of a claim or "suit" on or before the ef- fective date of this endorsement. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 15 You will be deemed to have knowledge of a claim or "suit" when any "authorized repre- sentative"; i) Reports all, or any part, of the act, error or omission to us or any other insurer; ii) Receives a written or ver- bal demand or claim for dam- ages because of the act, er- ror or omis- sion; and b) There is no other applicable insur- ance. (2) Exclusions This insurance does not apply to: (a) Bodily Injury, Property Damage or Personal and Advertising Injury "Bodily injury"."property damage" or "personal and advertising injury". Dishonest, Fraudulent, Criminal or Malicious Act Damages arising out of any intentional, dishonest, fraudulent, criminal or mali- cious act, error or omission, committed by any insured, including the willful or reck- less violation of any statute. (c) Failure to Perform a Con- tract (b) Damages arising out of fail- ure of performance of con- tract by any insurer. (d) Insufficiency of Funds Damages arising out of an insufficiency of funds to meet any obligations under any plan included in the "employee benefit pro- gram". (e) Inadequacy of Perform- ance of Investment / Ad- vice Given With Respect to Participation Any claim based upon: 1) Failure of any invest- ment to perform; 2) Errors in providing in- formation on past per- formance of investment vehicles; or 3) Advice given to any person with respect to that person's decision to participate or not to participate in any plan included in the "em- ployee benefit pro- gram". (f) Workers' Compensation and Similar Laws Any claim arising out of your failure to comply with the mandatory provisions of any workers' compensation, unemployment compensa- tion insurance, social secu- rity or disability benefits law or any similar law. (g) ERISA Damages for which any in- sured is liable because of liability imposed on a fiduci- ary by the Employee Re- tirement Income Security Act of 1974, as now or hereafter amended, or by any similar federal, state or local laws. (h) Available Benefits Any claim for benefits to the extent that such benefits are available, with reason- able effort and cooperation of the insured, from the ap- plicable funds accrued or other collectible insurance. (i) Taxes, Fines or Penalties Taxes, fines or penalties, including those imposed under the Internal Revenue Code or any similar state or local law. Includes copyrighted material of Insurance GA 23311_ 02 07 Services Office, Inc., with its permission. Page 3 of 15 (j) Employment -Related Practices Any liability arising out of any: (1) Refusal to employ; (2) Termination of em- ployment; (3) Coercion, demotion, evaluation, reassign- ment, discipline, defa- mation, harassment, humiliation, discrimina- tion or other employ- ment-related practices, acts or omissions; or (4) Consequential liability as a result of (1), (2) or (3) above, This exclusion applies whether the insured may be held liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. (3) Supplementary Payments SECTION I - COVERAGES, SUPPLEMENTARY PAY- MENTS - COVERAGES A AND B also apply to this Coverage. b. Who is an Insured As respects Employee Benefit Liabil- ity Coverage, SECTION II - WHO IS AN INSURED is deleted in its en- tirety and replaced by the following: (1) If you are designated in the Declarations as: (a) An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. GA 233 IL 02 07 (b) A partnership or joint ven- ture, you are an insured. Your members, your part- ners, and their spouses are also insureds but only with respect to the conduct of your business. (c) A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are in- sureds, but only with re- spect to their duties as your managers (d) An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and di- rectors are insureds, but only with respect to their duties as your officers or di- rectors. Your stockholders are also insureds, but only with respect to their liability as stockholders. A trust, you are an insured. Your trustees are also in- sureds, but only with re- spect to their duties as trustees. (e) (2) Each of the following is also an insured: (3) (a) Each of your "employees" who is or was authorized to administer your "employee benefit program". (b) Any persons. organizations or "employees" having proper temporary authori- zation to administer your "employee benefit program" if you die, but only until your legal representative is ap- pointed. Your legal representative if you die, but only with re- spect to duties as such. That representative will have all your rights and du- ties under this Coverage Part. Any organization you newly ac- quire or form, other than a part- nership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if no other similar insurance applies to that organization. However, cover- age under this provision: (a) Is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and (c) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 15 (b) Does not apply to any act, error or omission that was committed before you ac- quired or formed the or- ganization. c. Limits of Insurance As respects Employee Benefit Liabil- ity Coverage, SECTION III - LIMITS OF INSURANCE is deleted in its en- tirety and replaced by the following: (1) The Limits of Insurance shown in Section B. Limits of Insur- ance, 1. Employee Benefit Li- ability Coverage and the rules below fix the most we will pay regardless of the number of: (a) insureds; (b) Claims made or "suits" brought; (c) Persons or organizations making claims or bringing "suits"; (d) Acts, errors or omissions; or (e) Benefits included in your "employee benefit pro- gram". (2) The Aggregate Limit shown in Section B. Limits of Insurance, 1. Employee Benefit Liability Coverage of this endorsement is the most we will pay for all damages because of acts, er- rors or omissions negligently committed in the "administra- tion" of your "employee benefit program". (3) Subject to the limit described in (2) above, the Each Employee Limit shown in Section B. Limits of Insurance, 1. Employee Benefit Liability Coverage of this endorsement is the most we will pay for all damages sus- tained by any one "employee", including damages sustained by such "employee's" dependents and beneficiaries, as a result of: (a) (b) GA 233 IL 02 07 An act, error or omission; or A series of related acts, er- rors or omissions, regard- less of the amount of time that lapses between such acts, errors or omissions, negligently committed in the "administration" of your. "em- ployee benefit program". However, the amount paid un- der this endorsement shall not exceed, and will be subject to the limits and restrictions that apply to the payment of benefits in any plan included in the "em- ployee benefit program". (4) Deductible Amount (a) Our obligation to pay dam- ages on behalf of the in- sured applies only to the amount of damages in ex- cess of the deductible amount stated in the Decla- rations as applicable to Each Employee. The limits of insurance shall not be reduced by the amount of this deductible. (b) The deductible amount stated in the Declarations applies to all damages sustained by any one "em- ployee", including such "employee's" dependents and beneficiaries, because of all acts, errors or omis- sions to which this insur- ance applies. The terms of this insurance, including those with respect to: (c) 1) Our right and duty to defend the insured against any "suits" seeking those dam- ages; and 2) Your duties, and the duties of any other in- volved insured, in the event of an act, error or omission, or claim, apply irrespective of the application of the deductible amount. (d) We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as we have paid. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 15 d. Additional Conditions As respects Employee Benefit Li- ability Coverage, SECTION IV - COMMERCIAL GENERAL LIABIL- ITY CONDITIONS is amended as follows: (1) Item 2. Duties in the Event of Occurrence, Offense, Claim or Suit is deleted in its entirety and replaced by the following: 2. Duties in the Event of an Act, Error or Omission, or Claim or Suit a. You must see to it that we are noti- fied as soon as practicable of an act, error Or omission which may result in a claim. To the extent possible, no- tice should include: (1) What the act, error or omission was and when it occurred; and (2) The names and addresses of anyone who may suffer dam- ages as a result of the act, error or omission. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) 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. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, sum- monses or legal papers re- ceived in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investi- gation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organiza- tion which may be liable to the insured because of an act, error or omission to which this insur- ance may also apply. d. No insured will, except at that in- sured's own cost, voluntarily make a payment, assume any obligation, or incur any expense without our con- sent. (2) Item 5. Other Insurance is de- leted in its entirety and replaced by the following: 5. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is pri- mary except when c, below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in b. below. b. Method of Sharing If all of the other insur- ance permits contribu- tion by equal shares, we will follow this method also. Under this approach each in- surer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other in- surance does not per- mit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of in- surance to the total ap- plicable limits of insur- ance of all insurers. c. No Coverage This insurance shall not cover any loss for which the insured is Includes copyrighted material of Insurance GA 233 IL 02 07 Services Office, Inc., with its permission Page 6 of 15 entitled to recovery un- der any other insur- ance in force previous to the effective date of this Coverage Part. e. Additional Definitions As respects Employee Benefit Li- ability Coverage, SECTION V - DEFINITIONS is amended as fol- lows: (1) The following definitions are added: GA 233 IL 02 07 1. "Administration" means: a. Providing information to "employees", including their dependents and beneficiaries, with re- spect to eligibility for or scope of "employee benefit programs"; b. Interpreting the "em- ployee benefit pro- grams"; c. Handling records in connection with the "employee benefit pro- grams"; or d. Effecting, continuing or terminating any "em- ployee's" participation in any benefit included in the "employee bene- fit program". However, "administration" does not include: a. Handling payroll de- ductions; or b. The failure to effect or maintain any insurance or adequate limits of coverage of insurance, including but not limited to unemployment in- surance, social security benefits, workers' com- pensation and disability benefits. 2. "Cafeteria plans" means plan authorized by applica- ble law to allow "employ- ees" to elect to pay for cer- tain benefits with pre-tax dollars. 3. "Employee benefit pro- grams" means a program providing some or all of the following benefits to "em- ployees", whether provided through a "cafeteria plan" or otherwise: a. Group life insurance; group accident or health insurance; den- tal, vision and hearing plans; and flexible spending accounts; provided that no one other than an "em- ployee" may subscribe to such benefits and such benefits are made generally available to those "employees" who satisfy the plan's eligi- bility requirements; b. Profit sharing plans, employee savings plans, employee stock ownership plans, pen- sion plans and stock subscription plans, provided that no one other than an "em- ployee" may subscribe to such benefits and such benefits are made generally available to all "employees" who are eligible under the plan for such benefits; c. Unemployment insur- ance, social security benefits, workers' com- pensation and disability benefits; and d. Vacation plans, includ- ing buy and sell pro- grams; leave of ab- sence programs, in- cluding military, mater- nity, family, and civil leave; tuition assis- tance plans, transpor- tation and health club subsidies. (2) The following definitions are deleted in their entirety and re- placed by the following: 21. "Suit" means a civil pro- ceeding in which money damages because of an act, error or omission to which this insurance applies are alleged. "Suit" includes: Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 15 a. An arbitration pro- ceeding in which such damages are claimed and to which the in- sured must submit or does submit with our consent; b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the in- sured submits with our consent; or c. An appeal of a civil proceeding. 8. "Employee" means a per- son actively employed, for- merly employed, on leave of absence or disabled, or retired. "Employee" in- cludes a "leased worker". "Employee" does. not in- clude a "temporary worker". 2. Unintentional Failure to Disclose Haz- ards SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 7. Represen- tations is hereby amended by the addi- tion of the following: Based on our dependence upon your representations as to existing hazards, if unintentionally you should fail to disclose all such hazards at the inception date of your policy, we will not reject coverage under this Coverage Part based solely on such failure 3. Damage to Premises Rented to You a. The last Subparagraph of Paragraph 2. SECTION 1 - COVERAGES, COVERAGE A. - BODILY INJURY AND PROPERTY DAMAGE, 2. LI- ABILITY Exclusions is hereby de- leted and replaced by the following: Exclusions c. through q. do not apply to damage by fire, explosion, light- ning, smoke or soot to premises while rented to you or temporarily occupied by you with permission of the owner. b. The insurance provided under SEC- TION 1- COVERAGES, COVERAGE A. BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY applies to "property damage" arising out of water damage to premises that are both rented to and occupied by you GA 233 IL 02 07 (1) As respects Water Damage Le- gal Liability, as provided in Paragraph 3.b. above: The exclusions under SECTION 1 - COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABIL- ITY, 2. Exclusions, other than i. War and the Nuclear Energy Liability Exclusion, are deleted and the following are added: This insurance does not apply to: (a) "Property damage": 1) Assumed in any con- tract; or 2) Loss caused by or re- sulting from any of the following: a) Wear and tear; b) Rust, corrosion, fungus, decay, deterioration, hid- den or latent de- fect or any quality in property that causes it to dam- age or destroy it- self; c) Smog; d) Mechanical breakdown in- cluding rupture or bursting caused by centrifugal force; e) Settling, cracking, shrinking or ex- pansion, or f) Nesting or infesta- tion, or discharge or release of waste products or secretions, by in- sects, birds, ro- dents or other animals. (b) Loss caused directly or indi- rectly by any of the follow- ing: 1) Earthquake, volcanic eruption, landslide or any other earth move- ment; Includes copyrighted material cif Insurance Services Office, Inc., with its permission. Page 8 of 15 2) Water that backs up or overflows from a sewer, drain or sump; 3) Water under the ground surface press- ing on, or flowing or seeping through: a) Foundations, walls, floors or paved surfaces; b) Basements, whether paved or not; or c) Doors, windows or other openings. (c) Loss caused by or resulting from water that leaks or flows from plumbing, heat- ing, air conditioning, or fire protection systems caused by or resulting from freez- ing, unless: 1) You did your best to maintain heat in the building or structure; or 2) You drained the equipment and shut off the water supply if the heat was not main- tained. (d) Loss to or damage to: 1) Plumbing, heating, air conditioning, fire pro- tection systems, or other equipment, or ap- pliances: or 2) The interior of any building or structure, or to personal property in the building or structure caused by or resulting from rain, snow, sleet or ice, whether driven by wind or not. c. Limit of Insurance The Damage to Premises Rented to You Limit as shown in the Declara- tions is amended as follows: (2) Paragraph 6. of SECTION III - LIMITS OF INSURANCE is hereby deleted and replaced by the following: 6. Subject to 5. above, the Damage to Premises Rented to You Limit is the GA 233 IL 02 07 most we will pay under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, for damages because of "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of any one "occurrence" to which this insurance ap- plies. (3) The amount we will pay is lim ited as described in Section B Limits of Insurance, 3. Dam age to Premises Rented to You of this endorsement. 4. Supplementary Payments Under SECTION I - COVERAGE, SUP- PLEMENTARY PAYMENTS - COVER- AGES A AND B: a. Paragraph 2. is replaced by the fol- lowing: Up to the limit shown in Section B. Limits of Insurance, 4.a. Bail Bonds of this endorsement 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 ap- plies. We do not have to furnish these bonds. b. Paragraph 4. is replaced by the fol- lowing: 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 eamings up to the limit shown in Section B. Limits of Insurance, 4.b. Loss of Earnings of this en- dorsement per day because of time off from work. 5. Medical Payments The Medical Expense Limit of Any One Person as stated in the Declarations is amended to the limit shown in Section B. Limns of Insurance, 5. Medical Pay- ments of this endorsement. 6. Voluntary Properly Damage and Care, Custody or Control Liability Coverage a. Voluntary Property Damage Cov- erage We will pay for "property damage" to property of others arising out of op - Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 15 erations incidental to the insured's business when: (1) Damage is caused by the in- sured; or (2) Damage occurs while in the in- sured's possession. With your consent, we will make these payments regardless of fault. b. Care, Custody or Control Liability Coverage SECTION 1 - COVERAGES, COV- ERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, j. Damage to Property, Subparagraphs (3), (4) and (5) do not apply to "property damage" to the property of others described therein. With respect to the insurance provided by this section of the endorsement, the fol- lowing additional provisions apply: a. The Limits of Insurance shown in the Declarations are replaced by the lim- its designated in Section B. Limits of Insurance, 6. Voluntary Property Damage and Care, Custody or Control Liability Coverage of this endorsement with respect to cover- age provided by this endorsement. These limits are inclusive of and not in addition to the limits being re- placed. The Limits of Insurance shown in Section B. Limits of Insur- ance, 6. Voluntary Property Dam- age and Care, Custody or Control Liability Coverage of this endorse- ment fix the most we will pay in any one "occurrence" regardless of the number of: (1) (2) (3) Insureds; Claims made or "suits" brought; or Persons or organizations mak- ing claims or bringing "suits". b. Deductible Clause (1) Our obligation to pay damages on your behalf applies only to the amount of damages for each "occurrence" which are in ex- cess of the deductible amount stated in Section B. Limits of Insurance, 6. Voluntary Prop- erty Damage and Care, Cus- tody or Control Liability Cov- erage of this endorsement. The limits of insurance will not be re - GA 233 IL 02 07 duced by the application of such deductible amount. (2) Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit, applies to each claim or "suit" irrespective of the amount. We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and, upon notification of the ac- tion taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. 7. 180 Day Coverage for Newly Formed or Acquired Organizations SECTION II - WHO IS AN INSURED is amended as follows: Subparagraph a. of Paragraph 4. is hereby deleted and replaced by the fol- lowing: a. Insurance under this provision is af- forded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; 8. Waiver of Subrogation SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 9. Transfer of Rights of Recovery Against Others to Us is hereby amended by the addition of the following: We waive any right of recovery we may have because of payments we make for injury or damage arising out of your on- going operations or "your work" done un- der a written contract requiring such waiver with that person or organization and included in the "products -completed operations hazard". However, our rights may only be waived prior to the "occur- rence" giving rise to the injury or damage for which we make payment under this Coverage Part The insured must do nothing after a loss to impair our rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce those rights. 9. Automatic Additional Insured - Speci- fied Relationships a. The following is hereby added to SECTION II - WHO IS AN INSURED: (1) Any person or organization de- scribed in Paragraph 9.a.(2) below (hereinafter referred to as additional insured) whom you (3) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 10 of 15 are required to add as an addi- tional insured under this Cover- age Part by reason of: (a) A written contract or agreement; or (b) An oral agreement or con- tract where a certificate of insurance showing that per- son or organization as an additional insured has been issued, is an insured, provided: (a) The written or oral contract or agreement is: 1) Currently in effect or becomes effective during the policy pe- riod; and 2) Executed prior to an "occurrence" or offense to which this insurance would apply; and (b) They are not specifically named as an additional in- sured under any other pro- vision of, or endorsement added to, this Coverage Part. (2) Only the following persons or organizations are additional in- sureds under this endorsement, and insurance coverage pro- vided to such additional in- sureds is limited as provided herein: (a) The manager or lessor of a premises leased to you with whom you have agreed per Paragraph 9.a.(1) above to provide insurance, but only with respect to liability aris- ing out of the ownership, maintenance or use of that part of a premises leased to you, subject to the following additional exclusions: This insurance does not apply to: 1) Any "occurrence" which takes place after you cease to be a ten- ant in that premises, 2) Structural alterations, new construction or demolition operations performed by or on be - Includes copyrighted material of Insurance GA 233 IL 02 07 Services Office, Inc., with its permission. half of such additional insured. (b) Any person or organization from which you lease equipment with whom you have agreed per Paragraph 9.a.(1) above to provide in- surance. Such person(s) or organization(s) are insureds solely with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such per- son(s) or organizations(s), However, this insurance does not apply to any "oc- currence" which takes place after the equipment lease expires. Any person or organization (referred to below as ven- dor) with whom you have agreed per Paragraph 9.a.(1) above to provide in- surance, but only with re- spect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the ven- dor's business, subject to the following additional ex- clusions: 1) The insurance afforded the vendor does not apply to: a) "Bodily injury" or "property damage" for which the ven- dor is obligated to pay damages by reason of the as- sumption of liabil- ity in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the ab- sence of the con- tract or agree- ment; b) Any express war- ranty unauthorized by you; c) Any physical or chemical change in the product (c) Page 11 01 15 made intentionally by the vendor; d) Repackaging, un- less unpacked solely for the pur- pose of inspection, demonstration, testing, or the substitution of parts under in- structions from the manufacturer, and then repackaged in the original container; e) Any failure to make such in- spections, adjust- ments, tests or servicing as the vendor has agreed to make or normally under- takes to make in the usual course of business, in connection with the distribution or sale of the prod- ucts; f) Demonstration, in- stallation, servic- ing or repair op- erations, except such operations performed at the vendor's premises in connection with the sale of the product; 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. 2) This insurance does not apply to any in- sured person or or- ganization: a) From whom you have acquired such products, or any ingredient, part or container, entering into, ac- g) companying or containing such products; or b) When liability in- cluded within the "products - completed opera- tions hazard" has been excluded under this Cover- age Part with re- spect to such products. (d) Any state or political subdi- vision with which you have agreed per Paragraph 9.a.(1) above to provide in- surance, subject to the fol- lowing additional provision: This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connec- tion with premises you own. rent or control and to which this insurance applies: 1) The existence, mainte- nance, repair, con- struction, erection, or removal of advertising signs, awnings, cano- pies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decora- tions and similar expo- sures; Or 2) The construction, erec- tion, or removal of ele- vators; or 3) The ownership, main- tenance, or use of any elevators covered by this insurance. (e) Any state or political subdi- vision with which you have agreed per Paragraph 9.a.(1) above to provide in- surance, subject to the fol- lowing provisions: 1) This insurance applies only with respect to op- erations performed by you or on your behalf for which the state or Includes copyrighted material of Insurance GA 233 IL 02 07 Services Office, Inc., with its permission. Page 12 of 15 political subdivision has issued a permit. 2) This insurance does not apply to "bodily in- jury", "property dam- age" or "personal and advertising injury" aris- ing out of operations performed for the state or political subdivision. (f) Any person or organization with which you have agreed per Paragraph 9.a.(1) above to provide insurance, but only with respect to li- ability arising out of "your work" performed for that additional insured by you or an your behalf. However, the City of Chicago, its offi- cers, employees and agents are not insureds with respect to liability caused by or arising from: 1) The building or disas- sembly of scaffolding by or for you; or 2) The use of such scaf- folding. A person or organization's status as an insured under this provision of this endorsement continues for only the period of time required by the written contract or agreement, but in no event beyond the expiration date of this Coverage Part. If there is no written contract or agreement, or if no period of lime is required by the written contract or agreement, a person or organization's status as an insured under this endorsement ends when your operations for that insured are completed. (3) Any insurance provided to an additional insured designated under Paragraph 9.a.(2): (a) Subparagraphs (e) and (1) does not apply to "bodily injury" or "property damage" included within the "prod- ucts -completed operations hazard"; (b) Subparagraphs (a), (b), (d), (e) and (f) does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising GA 233 IL 02 07 out of the sole negligence or willful misconduct of the additional insured or their agents, "employees" or any other representative of the additional insured; or (c) Subparagraph (1) does not apply to "bodily injury", "property damage" or "per- sonal and advertising injury" arising out of: 1) Defects in design fur- nished by or on behalf of the additional in- sured; or 2) The rendering of, or failure to render, any professional architec- tural, engineering or surveying services, in- cluding: a) The preparing, approving or fail- ing to prepare or approve maps, shop drawings, opinions, reports, surveys, field or- ders, change or- ders or drawings and specifications; and b) Supervisory, in- spection, archi- tectural or engi- neering activities. 3) "Your work" for which a consolidated (wrap-up) insurance program has been provided by the primecontractor-project manager or owner of the construction project in which you are in- volved. b. Only with regard to insurance pro- vided to an additional insured desig- nated under Paragraph 9.a.(2) Sub- paragraph (t) above, SECTION III - LIMITS OF INSURANCE is amended to include: The limits applicable to the additional insured are those specified in the written contract or agreement or in the Declarations of this Coverage Part, whichever are less. If no limits are specified in the written contract or agreement, or if there is no written contract or agreement, the limits ap- Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 13 of 15 plicable to the additional insured are those specified in the Declarations of this Coverage Part. The limits of in- surance are inclusive of and not in addition to the limits of insurance shown in the Declarations_ c. SECTION IV - COMMERCIAL GEN- ERAL LIABILITY CONDITIONS is hereby amended as follows: (1) Condition 5. Other Insurance is amended to include: (a) Where required by a written contract or agreement, this insurance is primary and / or noncontributory as re- spects any other insurance policy issued to the addi- tional insured, and such other insurance policy shall be excess and / or noncon- tributing, whichever applies, with this insurance. (b) Any insurance provided by this endorsement shall be primary to other insurance available to the additional insured except: 1) As otherwise provided in SECTION IV - COMMERCIAL GEN- ERAL UABIUTY CONDITIONS, 5. Other Insurance, b. Excess Insurance; or 2) For any other valid and collectible insurance available to the addi- tional insured as an additional insured by attachment of an en- dorsement to another insurance policy that is written on an excess basis. In such case, the coverage provided under this endorse- ment shall also be ex- cess, (2) Condition 11. Conformance to Specific Written Contract or Agreement is hereby added: 11. Conformance to Specific Written Contract or Agreement With respect to additional insureds described in Para- graph 9.a.(2)(1) above only: If a written contract or agreement between you and the additional insured specifies that coverage for the additional insured: a. Be provided by the In- surance Services Of- fice additional insured form number CG 20 10 or CG 20 37 (where edition specified); or b. Include coverage for completed operations; or c. Include coverage for "your work"; and where the limits or cov- erage provided to the addi- tional insured is more re- strictive than was specifi- cally required in that written contract or agreement, the terms of Paragraphs 9.a.(3)(a), 9.a.(3)(b) or 9.b. above, or any combination thereof, shall be interpreted as providing the limits or coverage required by the terms of the written contract or agreement, but only to the extent that such limits or coverage is included within the terms of the Coverage Part to which this endorse- ment is attached. If, how- ever, the written contract or agreement specifies the In- surance Services Office additional insured form number CG 20 10 but does not specify which edition, or specifies an edition that does not exist, Paragraphs 9.a.(3)(a) and 9.a.(3)(b) of this endorsement shall not apply and Paragraph 9.b. of this endorsement shall ap- ply. 10. Broadened Contractual Liability - Work Within 50' of Railroad Property It is hereby agreed that Paragraph f.(1) of Definition 12. "Insured contract" (SEC- TION V - DEFINITIONS) is deleted. 11. Property Damage to Borrowed Equip- ment a. The following is hereby added to Ex- clusion (. Damage to Property of Paragraph 2., Exclusions of SEC- TION I - COVERAGES, COVERAGE Includes copyrighted material of Insurance GA 233 IL 02 07 Services Office, Inc., with its permission. Page 14 of 15 A. BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY: Paragraphs (3) and (4) of this exclu- sion do not apply to tools or equip- ment loaned to you, provided they are not being used to perform opera- tions at the time of Toss. b. With respect to the insurance pro- vided by this section of the en- dorsement, the following additional provisions apply: (1) The Limits of insurance shown in the Declarations are replaced by the limits designated in Sec- tion B. Limits of Insurance, 11. of this endorsement with respect to coverage provided by this endorsement. These limits are inclusive of and not in addition to the limits being replaced. The Limits of Insurance shown in Section B. Limits of Insurance, 11. of this endorsement fix the most we will pay in any one "oc- currence" regardless of the number of: (a) Insureds; (b) Claims made or "suits" brought; or (c) Persons or organizations making claims or bring "suits". (2) Deductible Clause (a) Our obligation to pay dam- ages on your behalf applies only to the amount of dam- ages for each "occurrence" which are in excess of the Deductible amount stated in Section B. Limits of Insur- ance, 11. of this endorse- ment. The limits of insur- ance will not be reduced by the application of such De- ductible amount. (b) Condition 2. Duties in the Event of Occurrence, Of- fense, Claim or Suit, ap- plies to each claim or "suit" irrespective of the amount. GA 233 IL 02 07 (c) We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. 12. Employees as Insureds - Specified Health Care Services It is hereby agreed that Paragraph 2.a.(1)(d) of SECTION II - WHO IS AN INSURED, does not apply to your "em- ployees" who provide professional health care services on your behalf as duly li- censed: a. Nurses; b. Emergency Medical Technicians; or c. Paramedics, in the jurisdiction where an "occurrence" or offense to which this insurance applies takes place. 13. Broadened Notice of Occurrence Paragraph a. of Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit (SECTION IV - COMMER- CIAL GENERAL LIABILITY CONDI- TIONS) is hereby deleted and replaced by the following: a. You must see to it that we are noti- fied as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "oc- currence" or offense took place; (2) The names and addresses of any injured persons and wit- nesses; and The nature and location of any injury or damage arising out of the "occurrence" or offense. This requirement applies only when the "occurrence" or offense is known to an "authorized representative". (3) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 15 of 15 — GEM rf the DESERT — MEMORANDUM TO: Frank J. Spevacek, City Manager FROM: Steve Howlett, Facilities Director DATE: October 24, 2017 RE: Partytime/HDO, Career Builder Challenge, Equipment Storage Attached for your signature is the Indemnity and Hold Harmless Agreement with Partytime/HDO for the Career Builder Challenge. Please sign the attached agreement(s) and return to the City Clerk for processing and distribution. Requesting department shall check and attach the items below as appropriate: NA Contract payments will be charged to account number: NA Amount of Agreement, Amendment, Change Order, etc.: NA A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or reportable interests NA A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: NA Approved by the City Council on April 18. 2017 X City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less. This expenditure is $ and authorized by contract approved by NA Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached to the agreement: X Insurance certificates as required by the agreement (approved by Risk Manager on l01 a 5 l 1 r dace) NA Performance bonds as required by the agreement (originals) NA City of La Quinta Business License number NA A requisition for a Purchase Order has been prepared (amounts over $5,000) X A copy of this Cover Memo has been emailed to Finance (Sandra) S Revised May 2017