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HomeMy WebLinkAboutCardio Partners Inc; 2020-10-10;II Cardio Partners PREMIUM SERVICE CONTRACT CARDIO PARTNERS, INC. -EQUIPMENT SERVICES CONTRACT ("Contract") dated as of this 10/10/2020 day ("Effective Date") is entered into by and between City of Carlsbad Fire Department ("Customer"), having its principal place of business at 2560 Orion Way Carlsbad, CA 92010 and CARD IO PARTNERS, lnc. ('.'CARD IO PARTNERS") having offices located at 100 l Flagpole Court, Brentwood, Tennessee 37027. FOR AND IN CONSIDERATION OF the premises and mutual agreements herein, Customer and CARDIO PARTNERS agree as follows: TERMS AND CONDITIONS I. TERM. The term of this Contract shall become effective as of the date set forth above and shall remam in full force and effect for ~ month(s) ("lmhal Term"). Except as otherwise set forth herem, the word "Tenn" shall mean either "Initial Term" and/or "Renewal Term" 2. COVERED EQUIPMENT AND SERVICES. Covered Equipment under this Contract shall mean all equipment listed in the attached Schedule A below that will be eligible for Repair Services and/or Preventative Maintenance Services pursuant to this Contract. Covered Services shall mean the designated Repair Services and/or Preventative Repair Services, to be performed by CARDIO PARTNERS at the designated service frequency as reflected in Schedule A and during Designated Service Hours. 3. REPAIR SERVICES. Repair Services shall mean, subject to the Excluded Services identified below, the following repair services that CARDIO PAR1NERS will perform on a Covered Equipment: • Repairs required to return the Covered Equipment to the original equipment manufacturer's specification 4. PREVENTATIVE MAINTENANCE SERVICES. Preventative Maintenance Services shall mean, subject to the Excluded Services identified below, the preventative mamtenance services that CARDIO PARTNERS will perform on the Covered Equipment pursuant to this Contract: • Verification of proper instrument calibration; • Verification that instrument mechanical operations and output measurements are consistent with applicable product specifications; • Perfcmnance of an electrical safety c·heck in accordance with National Fire and Protection Guideljnes; • An inspection within thirty (30) days of the execution of this Agreement and any subsequent renewal date, ifrenewed. 5. EXCLUDED SERVICES. Excluded Services shall mean all services that are not expressly set forth in Repair Services and/or Preventative Maintenance Services Sections of this Agreement. Excluded Services include, but is not limited to, the following: • Supply or repair of accessories or disposables (e.g .. patient cables, recorder paper, etc.); • Excessive wear and tear; • Damage cau&ed by ( or repairs needed due to) misuse. abuse, abnormal operatmg conditions, operator errors, and/or acts of God; • Repairs to return Covered Equipment to normal operating condition at the time of initial inspection if the equipment is not in normal operating condition; • Case changes; • Repair or replacement of items not originally distributed or installed by CARD IO P AR1NERS Biomedical; • Internal, sterilizable and pediatric paddles; • Sp02 sensors and cables; • Communication cables; • Therapy cables; • Patient cables; and • PCMCIA modems; 6. CUSTOMER'S OBLIGATIONS. For any Covered Services to be performed at Customer's facilities, it shall be Customer's responsibility to ensure Covered Equipment is located at the Covered Equipment Location set forth in the attached Schedule A at the Page I ofS 20190405 scheduled time designated by CARD IO PARTNERS. CARD IO PARTNERS shall be provided full access to such Covered Equipment and adequate working space to complete such Covered Services. 7. UNAUTHORIZED ALTERATION OF COVERED EQUIPMENT. If any person, other than a CARDIO PARTNERS technician, alters any Covered Equipment or the configuration thereof without the prior consent of CARD IO PARTNERS, CARDIO PARTNERS at is sole discretion may exclude such Covered Equipment from coverage under this Agreement or charge Customer its standard rate, including the cost of materials and labor, to return to the affected equipment to the original equipment manufacturer's specifications. 8. SHIPPING COSTS. For Covered Services to be performed using CARD IO PARTNERS 's facilities. Customer shall have the responsibility of shipping the Covered Equipment to CARDIO PARTNERS using the pre-paid label provided by CARDIO PARTNERS. Upon completion of the Covered Services, CARDIO PARTNERS will ship, at its costs, the Covered Equipment to the Covered Equipment Location set forth in the attached Schedule A. Notwithstanding the foregoing, in the event Customer is only to receive Preventative Maintenance Services, Customer shall be responsible for all shipping costs associated with shipping the Covered Equipment to and from CARDIO PARTNERS's facility. 9. DESIGNATED SERVICE HOURS. Designated Service Hours shall mean the hours of 8:00 A.M. and 5:00 P.M. Central Time, Monday through Friday, excluding all Holidays. In the rare circumstance when CARD IO PARTNERS service technicians are rendered unavailable due to mandatory training commitments or other Delay, CARDIO PARTNERS will perform the service as soon as reasonably possible. 10. DOCUMENTATION. Following each Repair Service and/or Preventative Maintenance Service, CARDIO PARTNERS will provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for replacement. 11. LOANER UNITS. If a CARD IO PARTNERS product is listed as a unit of Covered Equipment for Repair Services and needs to be removed from Customer's facilities to complete the Covered Services, CARDIO PARTNERS will loan to Customer a substantially equivalent piece of equipment ("Loaner Vnit"), at no charge, until the Covered Equipment is returned to Customer. Customer assumes complete responsibility for the Loaner Unit and shall return, at CARDIO PARTNERS's expense, the Loaner Unit to CARDIO PARTNERS in the same condition as received upon the earlier of the return of the removed unit or CARDIO PARTNERS's request. Customer's use of the Loaner Unit shall be subject to terms and conditions of CARDIO PARTNERS's "Loaner Agreement". Notwithstanding the foregoing, Customer shall be charged CARD IO PARTNERS 's standard rate for a Loaner Unit if Customer is only receiving Preventative Maintenance Services. 12. ADDITIONAL SERVICES. Additional Services means any and all services other than Covered Services as expressly defined in this Agreement. Further, Additional Services includes, but is not limited to, services for equipment/instruments that are not Covered Equipment and services requested outside the designated service frequency or Designated Service Hours. Additional Services shall be performed at CARDIO PARTNERS's current rates. Further, Customer shall be responsible for all travel costs incurred and mileage at the rate of hourly labor multiplied by average travel time. 13. PAYMENT. The annual fee for the Covered Services ("Annual Service Fee") is set forth in Schedule A and shall be due and payable (i) with respect to the Initial Term, contemporaneously with the execution of this Agreement; and (ii) with respect to a Renewal Term, thirty (30) days prior to the commencement of such Renewal Term. For Customers with credit accounts with CARDIO PARTNERS, payment shall be made within thirty (30) days of the mailing of the invoice to Customer (or such other terms as CARDIO PARTNERS Biomedical confirms to Customer in writing). In addition to the cost of Covered Services or Additional Services performed, Customer shall pay or reimburse CARDIO PARTNERS for any sales, use, excise, goods or services tax that CARDIO PARTNERS is required to collect from Customer. Discounts, special terms, or promotions cannot not be combined with the terms and pricing of this Agreement. 14. TERMINATION. Either party may terminate this Agreement, as of the date specified in a notice of termination, if the other party materially breaches its obligations under this Agreement and does not cure such breach within thirty (30) days after receiving notice of such breach. If CARD IO PARTNERS terminates this Agreement for cause and/ or incurs expenses to enforce this Agreement, it shall be entitled to recover from Customer any and all damages, losses, expense and costs, including reasonable attorney's fees, incurred by CARD IO PARTNERS as a result of or in connection with such termination and/or enforcement. 15. WARRANTY. CARD IO PARTNERS warrants Repair Services performed under this Agreement against defects in material and workmanship for ninety (90) days from the date of the Repair Service was performed. Customer shall provide CARD IO PARTNERS written notice of any alleged defective material or workmanship within the same ninety (90) day period. EXCEPT AS EXPRESSLY Page 2 ofS 20190405 SET FORTH IN nns AGREEMENT, CARD IO p ARTNERS DISCLAIMS ANY AND ALL w ARRANTIES· CONCERNING THE COVERED SERVICES. ADDITIONAL SERVICES AND/OR ANY LOANED UNITS TO BE PROVIDED HEREUNDER. WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 16. LIMITATION OF LIABILITY. IN NO EVENT SHALL CARDIO PARTNERS BE LIABLE FOR LOSS PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF THE PARTIES HA VE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. CUSTOMER'S SOLE REMEDY SHALL BE THE REP AIR OF THE COVERED EQUIPMENT (INCLUDING THE REPLACEMENT OF ANY DEFECTIVE PARTS) OR REFUND OF FEES ASSOCIATED WITH THE SERVICES TO BE PROVIDED TO SUCH COVERED EQUIPMENT. THIS LIMITATION OF LIABLITY SECTION SHALL APPLY TO COVERED SERVICES, ADDITIONAL SERVICES AND ANY LOANED UNITS. NOTWITHSTANDING THE FOREGOING, CARDIO PARTNERS'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXECEED THE AMOUNT OF FEES PAID UNDER THIS AGREEMENT AND THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT SERVE TO EXPAND SUCH LIMITS OF LLA.BILITY. 17. FORCE MAJEURE. CARD IO PARTNERS will not be liable for any loss or damage of any kind due to its failure to perform or delay in its performance under this Agreement. A delay means any failure to perform resulting from any cause beyond CARDIO PARTNERS reasonable control, including, but not limited to, acts of God, labor disputes, labor shortages, the requirements of any govemme11tal authority, war, civil unrest, delays in manufacture, obtaining any required license or permit, and/or CARDIO PARTNERS's inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of CARDIO PARTNERS 's obhgat1ons and the performance dates shall be extended for the length of such delay. 18. INDEMNITY. Customer agrees to indemnify and hold harmless CARDIO PARTNERS from any and all injunes, damages, claims, suits, costs, attorney's fees, or any other loss or obligation of any kind or nature arising out of or in any way related to the use and/or operation of the Covered Equipment and/or any Loaned Units. This provision shall survive the termination of this Agreement. 19. NON-SOLICITATION. Customer agrees to not solicit or employ CARDIO PARTNERS personnel during the Term of this Agreement or for one (1) year following its expiration without CARDIO PARTNERS's prior written consent. 20. MISCELLANEOUS. 'Tius Agreement shall be governed and constructed in accordance with the substantive laws of the State of Ohio and without regard to its laws concerning choice of law. The parties agree that any legal action brought by any party hereto in connection with this Agreement shall be maintained in the state and/or federal courts located in Columbus, Ohio. Customer may not assign this Agreement or any rjghts and obligations hereunder, in whole or in part, without prior written consent of CARDIO PARTNERS. The captions contained in this Agreement are for reference only and shall. not limit or control the meaning of any provision of this Agreement. Any waiver, amendment or modification of any provisions of this Agreement or any right, power or remedy hereunder shall not be effective unless made in writing and signed by the party against whom enforcement of such waiver, amendment or modification 1s sought. In the event that any portion of this Agreement is determined to be illegal or unenforceable, such illegality or unenforceabili.ty shall not affect the remaining terms of this Agreement. This Agreement and Schedule A are the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, negotiations, and communications on such subject matter. Schedule A Notes: 1.) Email service@cardiopartners.com for all questions, quotes, pricing or items not listed. 2.) We offer on-site services for PM work for an additional fee. 3.) We offer one free loaner (1), or add additional loaners for OEFIBs $300 or AED's $100 each. -4.) Premium coverage offered as a 1, 2, or 3 year plans only. Premium Contract/ Pricing per Unit/ Per Year HOURLY LABOR RATES-AED'S@$7S.00/HR; ALL ELSE@$180.00/HR; MINIMUM 1 HOUR Premium Coverages Page 3 ofS 20190405 Premium plan includes (1) PM/per year, labor and parts offunctional items only. Doesn't cover labor/parts for non-. functional repairs, cosmetic, physical damage, or improper use. Signed Service Agreement Required. Item Fee Qty Yrs Total Philips MRX's $1,100 11 ½ (6 Months) $6,050 Subtotal $6,050 Premium Contract Total $6,050 Premium Contracted Items / Serial# Log Manufacturer Model SN# 1 Philips Heart Start MRX US00545515 2 Philips Heart Start MRX US00545449 3 Phillps Heart Start MRX US0OS45350 4 Philips Heart Start MRX US00546679 5 Philips Heart Start MRX US00545358 6 Philips Heart Start MRX US00546680 7 Philips Heart Start MRX US00545701 8 Philips Heart Start MRX US00545476 Page 4 ofS 20190405 9 Philips Heart Start MRX 10 Philips Heart Start MRX 11 Philips Heart Start MRX 12 13 14 15 16 17 CARDIOPARTNERS Signature: ~--r::::-t:__ L Printed Name: IV\ o.."'\.c We..b~-r Title: Date: US00317055 US00325240 US00325233 Customer Signature: Printed Name: Title: Date: Purchase Order #: __________ _ APPROVED AS TO FORM Celia A. Brewer, Ci Altomey Br.-.;:;~~~~:::;;;s,~- c, sbad,CA Page 5 ofS 20190405 ~ I DATE(MM/00/YYYY) ~RD .. CERTIFICATE OF LIABILITY INSURANCE 09/22/2020 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(ies) 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 CONTACT Aon Risk services Northeast, NAME: Inc. ~nOnt (866) 283-7122 I r~. No.): (800) 363-0105 Columbus OH office (AIC. No. Ext): 445 Hutchinson Avenue E-MAIL suite 900 ADDRESS: Columbus OH 43235 USA INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A: Medmarc casualty I ns Co 22241 cardi o Partners, I nc. INSURER 8: Hartford Fire I nsurance co. 19682 5000 Tuttle crossing Bl vd. P.O. Box 8023 INSURERC: Sentinel Insurance company, Ltd 11000 Dublin OH 43016 USA INSURER 0: Hartford casualty Insurance Co 29424 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 570083970545 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 ANO CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested ''i.'i'i\' TYPE OF INSURANCE INSD wvo POLICY NUMBER 1,1.mmoivm, IMM/00/YYYY LIMITS B X COMMERCIAL GENERAL LIABILITY l.:l.:lUUNVG.:!4.:l) U./ ', .. :/U.J./LU<-EACH OCCURRENCE Sl,000,000 .__ D CLAIMS-MADE 0occuR ..,,.,.n,.--....,.._ IV,, ... ,◄IC:U $300,000 PREMISES (Ea occurrence) MED EXP (Any one person) no.ooo ,-. Sl,000,000 PERSONAL & ADV INJURY 1--$2,000,000 GEN'LAGGAEGATE LIMIT APPLIES PER• GENERAL AGGREGATE Fl 0PRO· O toe Excluded POLICY X JECT PRODUCTS· COMP/OP AGG OTHER: 1 C AUTOMOBILE LIABILITY 33 UUN VG3435 12/01/2019 12/01/2020 COMBINED SINGLE LIMIT Sl,000,000 (Ea orr1"onH ,__ BODILY INJURY ( Per person) X Am AUTO I--~ SCHEDULED BODILY INJURY (Per accldenl) OWNED I--AUTOS ONLY AUTOS PROPERTY DAMAGE t--NON-OWNED HIRED AUTOS IPer accldenll -ONLY t--AUTOS ONLY D X UMBRELLA LIAB H OCCUR 33RHUVG1892 12/01/2019 12/01/2020 EACH OCCURRENCE $10,000,000 .__ AGGREGATE Sl0,000,000 EXCESSLIAB CLAIMS-MADE OED j X I RETENTION SlO, 000 WORKERS COMPENSATIOt,1 At-ID I PER STATUTE I ,~r-EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR I PARTNER I EXECUTIVE □ E.L EACH ACCIDENT OFF1CER/MEMBER EXCLUDED? NIA (Mandatory In NH) E.L DISEASE-EA EMPLOYEE ~l;i~rp5.¥:g,~ 01~PERATIONS below E.L. DISEASE-POLICY LIMIT A Products Liab 190H380015 12/01/2019 12/01/2020 Aggregate Limit no.000,000 Claims Made Agg Deductible n so,ooo Per occ Limit no.000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached II more space Is required) Cit~ of Carlsbad i s included as Additional Insured in accordance with the policy provisions of the General Liability, Product Lia ility and Automobile Liability policies. Umbrella Liability policy is follow form to the General Liability and Automobile Liability policies. CERTIFICATE HOLDER City of Carlsbad Fi re Department 2560 orion way Carl sbad CA 92008-7240 USA ACORD 25 (2016/03) .,.. CANCELLATION 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. The ACORD name and logo are registered marks of ACORD 0 z .! lU ~ i (.) ✓ ____, ACORD® t,,,__.---- AGENCY AGENCY CUSTOMER ID: 570000037575 LOC#: ADDITIONAL REMARKS SCHEDULE NAMED INSURED Aon Risk services Northeast, Inc. cardio Partners, Inc. POLICY NUMBER see certifi cate Number: 570083970545 CARRIER rAICCOOE see Certificate Number : 570083970545 EFFECTIVE DATE, ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER Page _ of_ I ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD I certificate form for policy limits. JNSR POLICY POLICY ADDL SUBR POLICY NUMBER EFFECTIVI! EXPIRATION LIMITS LTll TYPE OF INSURANCE INSD WVO DAT£ DATE (MMIOD/YYYY) (MMIOD/YYYY) OTHER A Products Liab 190H380015 Claims Made 12/01/2019 12/01/2020 Per occ Deductible SS0,000 ACORD 1 01 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Sarnova. Inc. Policy Number: 33UUNVG3435 Policy Period: 12/1119 -12/1/20 SECTION II -WHO IS AN INSURED 1. If you are designated m the Declaratmns 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. b. A partnership or joint venture, you are an insured. Your members, your partners, 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 insureds, but only with respect 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 directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for. (1) "Bodily injury" or "personal and advertising injury": (a} To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or that HG 00 01 0916 "volunteer worker" as a consequence of Paragraph (1 )(a} above: (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the Injury described in Paragraphs (1)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a). (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your •employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. Page 11 of 21 Sarnova. Inc. Policy Number: 33UUNVG3435 Policy Period: 12/1/19-12/1/20 The insurance afforded herein for any subsidiary not named in this Coverage Part as a named Insured does not apply to injury or damage with respect to which such insured ,s also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier: b. Coverage A does not apply to "bodily mJury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person Is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person 1s also an insured. but only with respect to liability arising out of the operation of the watercraft, and only if no other msurance of any kind Is available to that person or organization for this liability. However, no person or organization is an insured with respect to; a. "Bodily injury" to a co-"emptoyee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision. that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. Page 12 of21 A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization{s) {referred to below as 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 and only if this Coverage . Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded the vendor 1s subject to the following additional exclusions· This insurance does not apply to: (a) "Bodily inJury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you: (c) Any physical or chemical change in the product made intentionally by the vendor: (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make ln 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 the vendor's premises in connection with the sale of the product: (g) Products which, after distribution or sale by you. have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or HG 00 01 0916 Sarnova. Inc. Polley Number: 33UUNVG3435 Policy Period: 12/1/19 -12/1/20 (h) "Bodily 1nJury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make m the usual course of business, in connection with the distribution or sale of the products (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient. part or container, entering into. accompanying or containing such products b. Lessors Of Equipment (1) Any person(s} or organization(s) fr~ whom you lease equipment but only with respect to their liability for "bodily 1nJury", "property damageH or "personal and advertising 1nIury" caused, 1n whole or m part, by your maintenance, operation or use of equipment leased to you by such person(s) or organizat1on(s) (2) With respect to the Insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises. but only with respect to liability ansing out of the ownership maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply This insurance does not apply to: 1. Arty "occurrence" which takes place after you cease to lease that land: or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization d . A.rchitects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily inJury". "property damage" or "personal and advertising inJury" caused, m whole or tn part. by your acts or omissions or the acts or HG 00 01 0916 omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds. the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal ~nd advertising in1ury• arising out of the rendenng 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. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment. training or morntonng 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. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a pennit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily inJury". "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily inJury" or ·property damage• included within the "products-completed operations hazard" f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury". "property damage" or "personal and advertising injury" caused, in whole or m part, by your acts or omissions or the acts or omissions of those acting on your behalf· (1) In the performance of your ongoing operations; Page 13 of 21 The Harford Mutual Insurance Company -Company Profile -Best's Credit Rating Center Page 1 of 5 The Harford Mutual Insurance Company AMB #: 000460 NAIC #: 14141 FEIN#: 520424840 Domiciliary Address 200 North Main Street Bel Air, Maryland 21014-3544 United States Web: www.harfordmutual.com Phone: 410-838-4000\. Fax: 410-838-86750- AM Best Rating Unit: AMB #: 018009 -Harford Mutual Insurance Companies Financ• --RIiiing Assigned to insurance companies that have, in our opinion, an excellent ability to •·· ~ meet their ongoing insurance obligations. A l!ko.ilent View additional news, reports and products for this company. Based on AM Best's analysis, 000460 -Harford Mutual Insurance Company is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: Affiliation Code: A (Excellent) p (Pooled) Financial Size Category: IX ($250 Million to $500 Million) Outlook: Action: Effective Date: Initial Rating Date: Stable Affirmed May 29, 2020 June 30, 1922 http://ratings.ambest.com/SearchResults.aspx? AltSrc=9 9/28/2020