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HomeMy WebLinkAboutSignificant Cleaning Services 12.17.2025AGREEMENT THIS AGREEMENT is made and entered into on thelltay of December, 2025 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Significant Cleaning Services (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Monthly cleaning services for: • Town Hall — 5 days per week • Parks & Recreation Building — 2 days per week • Corporation Yard —1 day per week • Little Leage — 2 days per week • Multipurpose Room —1 day per week • Westwind Barn —1 day per week • Heritage House —1 day per week Carpet cleaning services for: • Town Hall —10 cleanings 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated December 3, 2025 3. TERMS. The services and/or materials furnished under this Agreement shall commence January 1, 2026, and shall be completed by December 31, 2026, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed fifty two thousand nine hundred fifty two dollars and zero cents ($52,952.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible -for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. Town of Los Altos Hills Page 1 of 5 Short form Updated 4/26/22 c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. a. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills Page 2 of 5 Short form Updated 4/26/22 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any Financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration Town of Los Altos Hills Page 3 of 5 Short form Updated 4/26/22 for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates the Public Works Director and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: WooJae Kim Public Works Director Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 CONTRACTOR: By: �� ��� 12/9/2025 Signature Date Eduardo Cardoza, Sr. VP Finance Print name, Title TOWN OF LOS ALTOS HILLS: By. Cody Einfalt, Acting City Manager Date Town of Los Altos Hills Page 4 of 5 Short form Updated 4/26/22 jigpifiupt Qkdpiogservices SPECIALIZING IN COMMERCIAL OFFICE CLEANING Town of Los Altos Hills 2026 Budget Monthly Services: • Los Altos Hills City Hall $2,020.00 per month o 5 days per week • Parks & Recreation Building $285.00 per month o 2 days per week • Corporation Yard $465.00 per month o 1 day per week • Little League $450.00 per month o 2 days per week • Multipurpose Room $206.00 per month o 1 day per week • Westwind Barn $445.00 per month o 1 day per week • Heritage House $250.00 per month o 1 day per week Carpet Cleaning Services • Carpet Cleaning of City Hall $350.00 per service o $3,500.00 for 10 Cleanings Supplies are not included. 148 E. Virginia Street, Suite 1 - San Jose, CA 95112 - (408) 559-5959 A� RV® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 12/16/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Leavitt Pacific Insurance Brokers, Inc. License #OD79674 1570 The Alameda, Suite 101 San Jose CA 95126 NAME: Micheal Bonham Ptic NNo Ext • i408) 288-6262 ac N0: (408)298-7635 E-MAIL A DDRESS: mbonham@leavitt.com INSURERS AFFORDING COVERAGE NAIC # INSURER A:Employers Mutual Casualty Company 021415 INSURED Significant Cleaning Services, LLC 148 E Virginia St #1 San Jose CA 95112 INSURER B: Burlington Insurance Company 23620 INSURER C:C ress Insurance Company 10855 _ INSURER D: Palomar Excess and Surplus Insurance Cc 16754 INSURER E: Travelers Casualty and Surety Company 31194 INSURER F: COVERAGES CERTIFICATE NUMBER:25 REVISION NUMBER: THIS ISM 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. TR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADEOCCUR DAMAGE TO RENTED PREMISES (Ea o cur ence $ 200,000 MED EXP (Any one person) $ 10,000 X BB05901 6/1/2025 6/1/2026 PERSONAL $ ADV INJURY $ 1;000,000 _ GEMLAGGREGATELIMITAPPLIESPER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑ PRO ❑ LOC JECT PRODUCTS $ 2,000 000 � $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X BODILY INJURY (Per person) $ A ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS 6E73039 6/1/2025 6/1/2026 BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accldent HIRED AUTOS NON -OWNED AUTOS UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 X AGGREGATE- $ 5,000,000 B EXCESS LIAB CLAIMS -MADE 387BE1009401 6/1/2025 6/1/2026 DED X RETENTION $ 0 _ $ WORKERS COMPENSATIONg AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE STATUTE ERH E.L. EACH ACCIDENT $ 1,000,000 C OFFICERIMEMBER EXCLUDED? L-1 (Mandatory In NH) N/A gIWC667801 6/1/2025 6/1/2026 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 D Second Layer Excess Liability PESXS015444 6/1/2025 6/1/2026 Limit $5M XS $5M E 3rd Party Crime 107239010 6/1/2025 6/1/2026 I.ImiNDeductible $1M/$101000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) Re:New Bathroom at LAH Corp Yard The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers are included per attached general liability blanket additional insured endorsement. CERTIFICATE HOLDER CANCELLATION Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 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 Stafford/JOROME ACORD 26 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401) COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended to include the following clarifications and extensions of coverage. The provisions of the Coverage Form apply unless modified by endorsement. A. EXPECTED OR INTENDED INJURY Section I — Coverage A, Exclusion a. is amended as follows: a. "Bodily injury" or "property damage" expected or intended from the standpoint of an insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. NON -OWNED WATERCRAFT Section I — Coverage A, Exclusion g.(2) is amended as follows: (2) A watercraft you do not own that is: (a) Less than 60 feet long; and (b) Not being used to carry person(s) or property for a charge; C. EXTENDED PROPERTY DAMAGE COVERAGE Section I — Coverage A, Exclusions j.(3) and (4) is amended to add the following: Paragraphs (3) and (4) of this exclusion do not apply to tools or equipment loaned to you, provided they are not being used to perform operations at the time of loss. SCHEDULE Limits Of Insurance Deductible $5,000 Each Occurrence $250 Per Claim $10,000 Annual Aggregate a. The each occurrence limit listed above is the most we will pay for all damages because of "property damage" to property in the care, custody and control of or property loaned to an insured as the result of any one "occurrence", regardless of the number of: (1) insureds; (2) claims made or "suits" brought; (3) persons or organizations making claims or bringing "suits". The aggregate limit listed above is the most we will pay for all damages because of "property damage" to property in the care custody and control of or property loaned to an insured during the policy period. Any payment we make for damages because of "property damage" to property in the care, custody and control of or property loaned to an insured will apply against the General Aggregate Limit shown in the declarations. b. Our obligation to pay damages on your behalf applies only to the amount of damages in excess of the deductible amount listed above. We may pay any part or all of the deductible amount listed above. We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and upon notification by us, you will promptly reimburse us for that part of the deductible we paid. c. If two or more coverages apply under one "occurrence", only the highest per claim deductible applicable to these coverages will apply. d. Insurance provided by this provision is excess over any other insurance, whether primary, excess, contingent or any other basis. Since insurance provided by this endorsement is excess, we will have no duty to defend any claim or "suit" to which insurance provided by this endorsement applies if any other insurer has a duty to defend such a claim or "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. D. PROPERTY DAMAGE — ELEVATORS Section I — Coverage A.2. Exclusions paragraphs J.(3), j.(4), j.(6) and k. do not apply to use of elevators. This insurance afforded by this provision Is excess over any valid and collectible property insurance (including any deductible) available to the insured and Section IV — Commercial General Liability Conditions Paragraph 4. Other Insurance is changed accordingly. CG7578(2-19) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 1 of 6 E. FIRE, LIGHTNING OR EXPLOSION DAMAGE Except where it is used in the term "hostile fire", the word fire includes fire, lightning or explosion wherever it appears in the Coverage Form. Under Section I — Coverage A, the last paragraph (after the exclusions) is replaced with the following: Exclusions c. through n. do not apply to damage by fire, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits of Insurance. F. MEDICAL PAYMENTS If Section I — Coverage C. Medical Payments Coverage is not otherwise excluded from this Coverage Form: The requirement, in the Insuring Agreement of Coverage C., that expenses must be incurred and reported to us within one year of the accident date is changed to three years. G. SUPPLEMENTARY PAYMENTS Supplementary Payments — Coverages A and B Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $5,000 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. 1.d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. H. SUBSIDIARIES AS INSUREDS Section II — Who Is An Insured is amended to add the following: 1.f. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of this policy. However, insured does not include any subsidiary that is an insured under any other general liability policy, or would have been an insured under such a policy but for termination of that policy or the exhaustion of that policy's limits of liability. I. BLANKET ADDITIONAL INSUREDS — AS REQUIRED BY CONTRACT 1. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) subject to provisions in Paragraph 2. below, (hereinafter referred to as additional insured) when you and such person(s) or organization(s) have agreed in a written contract or written agreement that such person(s) or organization(s) be added as an additional insured on your policy provided that the written contract or agreement is: a. Currently in effect or becomes effective during the policy period; and b. Executed prior to an "occurrence" or offense to which this insurance would apply. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; and c. Applies only if the person or organization is not specifically named as an additional insured under any other provision of, or endorsement added to, Section II — Who Is An Insured of this policy. 2. As provided herein, the insurance coverage provided to such additional Insureds is limited to: a. Any Controlling Interest, but only with respect to their liability arising out of their financial control of you; or premises they own, maintain, or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. b. Any architect, engineer, or surveyor engaged by you but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations. 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 the failure to render any professional services by or for you, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. CG7578(2-19) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 2 of 6 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 "personal and advertising Injury", involved the rendering of or the failure to render any professional services by or for you. c. Any manager or lessor of a premises leased to you, but only with respect to liability arising 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 tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. d. Any state or governmental agency or subdivision or political subdivision, subject to the following: (1) This insurance applies only with respect to the following hazards for which any state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or (b) The construction, erection or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance. (2) This insurance applies only with respect to operations performed by you or on your behalf for which any state or governmental agency or subdivision or political subdivision has issued a permit or authorization. This insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "Products - completed operations hazard". e. Any vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold In the regular course of the vendor's business. With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1) The insurance afforded any vendor does not apply to: (a) "Bodily Injury" or "property damage" for which any vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that any 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 any 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 any 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; (f) Demonstration, installation, servicing or repair operations, except such operations performed at any 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 any vendor; or CG7578(2-19) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 3 of 6 (h) "Bodily injury" or "property A person's or organization's status as an damage" arising out of the sole additional insured under this endorsement negligence of any vendor for its ends when their contract or agreement with own acts or omissions or those of you for such leased equipment ends. Its employees or anyone else With respect to the insurance afforded to acting on its behalf. However, this these additional insureds, this insurance exclusion does not apply to: does not apply to any "occurrence" which (i) The exceptions contained in takes place after the equipment lease Subparagraphs (d) or (f); or expires. (ii) Such inspections, adjustments, 1. Any Owners, Lessees, or Contractors for tests or servicing as any whom you are performing operations, but vendor has agreed to make or only with respect to liability for "bodily normally undertakes to make in injury", "property damage" or "personal and the usual course of business, advertising injury" caused, in whole or in in connection with the part, by: distribution or sale of the (1) Your acts or omissions; or products. (2) The acts or omissions of those acting (2) This insurance does not apply to any on your behalf; insured person or organization, from whom you have acquired such in the performance of your ongoing products, or any ingredient, part or operations for the additional insured. container, entering into, accompanying A person's or organization's status as an or containing such products. additional insured under this endorsement f. Any Mortgagee, Assignee Or Receiver, but ends when your operations for that only with respect to their liability as additional insured are completed. mortgagee, assignee, or receiver and With respect to the insurance afforded to arising out of the ownership, maintenance, these additional insureds, the following or use of the premises by you. additional exclusions apply: This insurance does not apply to structural This insurance does not apply to: alterations, new construction and demolition operations performed by or for (1) "Bodily injury", "property damage" or that person or organization. "personal and advertising injury" arising g. Any Owners Or Other Interests From out of the rendering of, or the failure to render, any professional architectural, Whom Land Has Been Leased, but only with respect to liability arising out of the engineering or surveying services, ownership, maintenance or use of that part including: of the land leased to you. (a) The preparing, approving, or failing to prepare or approve, maps, shop With respect to the insurance afforded to drawings, opinions, reports, surveys, these additional insureds, the following field orders, change orders or additional exclusions apply: drawings and specifications; or (1) This insurance does not apply to: (b) Supervisory, inspection, architectural (a) Any "occurrence" which takes or engineering activities. place after you cease to lease that This exclusion applies even if the claims land; or against any insured allege negligence or (b) Structural alterations, new other wrongdoing in the supervision, hiring, construction or demolition employment, training or monitoring of operations performed by or on others by that insured, if the "occurrence" behalf of such additional insured. which caused the "bodily injury" or h. Any person or organization from whom you "property damage", or the offense which lease equipment, but only with respect to caused the personal and advertising liability for "bodily injury", "property injury", involved the rendering of or the damage" or "personal and advertising failure to render any professional injury" caused, in whole or in part by your architectural, engineering or surveying maintenance, operation or use of services. equipment leased to you by such person(s) (2) "Bodily injury" or "property damage" or organization(s). occurring after: CG7578(2-19) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 4 of 6 (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (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. j. Any Grantor of Licenses to you, but only with respect to their liability as grantor of licenses to you. Their status as additional insured under this endorsement ends when: 1. The license granted to you by such person(s) or organization(s) expires; or 2. Your license is terminated or revolted by such person(s) or organization(s) prior to expiration of the license as stipulated by the contract or agreement. k. Any Grantor of Franchise, but only with respect to their liability as grantor of a franchise to you. I. Any Co-owner of Insured Premises, but only with respect to their liability as co- owner of any insured premises. m. Any Concessionaires Trading Under Your Name, but only with respect to their liability as a concessionaire trading under your name. 3. Any insurance provided to any additional insured does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence or willful misconduct of the additional insured or its agents, "employees" or any other representative of the additional insured. 4. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits of Insurance: If coverage provided to any additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. J. COVERAGE FOR INJURY TO CO -EMPLOYEES AND/OR YOUR OTHER VOLUNTEER WORKERS Section II — Who is an Insured, Paragraph 2.a. (1) is amended to add the following: e. Paragraphs (a), (b), and (c) do not apply to your "employees" or "volunteer workers" with respect to "bodily injury" to a co -"employee" or other "volunteer worker". Damages owed to an injured co -"employee" or "volunteer worker" will be reduced by any amount paid or available to the injured co - "employee" or "volunteer worker" under any other valid and collectible insurance. K. HEALTH CARE SERVICE PROFESSIONALS AS INSUREDS - INCIDENTAL MALPRACTICE Section II — Who is an Insured, Paragraph 2.a. (1) (d) is amended as follows: This provision does not apply to Nurses, Emergency Medical Technicians, or Paramedics who provide professional health care services on your behalf. However this exception does not apply if you are in the business or occupation of providing any such professional services. L. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Section II — Who Is An Insured, Paragraph 3.a. is replaced by the following: 3.a. Coverage under this provision is afforded until the end of the policy period. This provision does not apply if newly formed or acquired organizations coverage is excluded either by the provisions of the Coverage Form or by endorsements. M. DAMAGE TO PREMISES RENTED TO YOU Section III — Limits of Insurance, Paragraph 6. is replaced by the following: Subject to 5.a. above, the Damage To Premises Rented To You Limit, or $500,000, whichever is higher, 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, smoke or leakage from automatic protection systems, while rented to you or temporarily occupied by you with permission of the owner. N. MEDICAL PAYMENTS — INCREASED LIMITS Section III — Limits of Insurance, Paragraph 7. is replaced by the following: 7. Subject to Paragraph 5. above, $10,000 is the Medical Expense Limit we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, unless the amount shown on the Declarations of this Coverage Part for Medical Expense Limit states: CG7578(2-19) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 5 of 6 (a) No Coverage; or (b) $1,000; or (c) $5,000; or (d) A limit higher than $10,000. O. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV — Commercial General Liability Conditions Paragraph 2. is amended to add the following: e. The requirement in Condition 2.a. that 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, applies only when the "occurrence" or offense is known to: (1) You, if you are an individual or a limited liability company; (2) A partner, if you are a partnership; (3) A member or manager, if you are a limited liability company; (4) An "executive officer" or insurance manager, if you are a corporation; or (5) A trustee, if you are a trust. f. The requirement in Condition 2.b. that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual or a limited liability company; (2) A partner, if you are a partnership; (3) A member or manager, if you are a limited liability company; (4) An "executive officer" or insurance manager, if you are a corporation; or (5) A trustee, if you are a trust. P. PRIMARY AND NONCONTRIBUTORY — ADDITIONAL INSURED EXTENSION Section IV — Commercial General Liability Conditions Paragraph 4. Other Insurance is amended to add the following: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. However, if the additional insured has been added as an additional insured on other policies, whether primary, excess, contingent or on any other basis, this insurance is excess over any other insurance regardless of the written agreement between you and an additional insured. Q. UNINTENTIONAL FAILURE TO DISCLOSE EXPOSURES Section IV — Commercial General Liability Conditions Paragraph 6. Representations is amended to add the following: If you unintentionally fail to disclose any exposures existing at the inception date of your policy, we will not deny coverage under the Coverage Form solely because of such failure to disclose. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. This provision does not apply to any known injury or damage which is excluded under any other provision of this policy. R. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Section IV — Commercial General Liability Condition Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: 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: 1. Your ongoing operations; or 2. "Your work" included in the "products - completed operations hazard". However, this waiver applies only when you have agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: 1. Is in effect or becomes effective during the term of this policy; and 2. Was executed prior to loss. S. MENTAL ANGUISH Section V — Definition 3. is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from bodily injury, sickness or disease. T. LIBERALIZATION If we revise this endorsement to provide greater coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. CG7578(2-19) Includes copyrighted material of 180 Properties, Inc. with its permission. Page 6 of 6