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17-106 Precision Concrete Cutting, 2017 Concrete Repairs ProjectProject No . 2017-117 CITY OF CUPERTINO CONTRACT For Public Works Projects of $45,000 or Less This public works contract ("Contract") is entered into by and between the City of Cupertino, a municipal corporation ("City"), and Precision Concrete Cutting, a corporation ("Contractor"), pursuant to Public Contract Code Section 22032, for work on the 2017 Concrete Repairs Project. 1. SCOPE OF WORK Contractor will perform and provide all labor, materials, equipment, supplies, transportation, and any and all other items or services necessary to perform and complete the work required for the Project ("Work"), as specified in Attachment A, Scope of Work, and according to the terms and conditions of this Contract, including all attachments to the Contract and any other documents and statutes incorporated by reference. To the extent that any attachment contains provisions that conflict or are inconsistent with the terms set forth in the body of this Contract, the Contract terms will control. 2. TIME FOR COMPLETION The City Engineer will not issue Contractor a written notice to proceed ("NTP ") with the Work for the Project until the Contract is fully executed by both parties and City has received all insurance documentation pursuant to Section 13 below and any required bonds , if applicable, pursuant to Section 14 below . Contractor must fully complete the Work within 35 working days from the commencement date given in the NTP ("Contract Time"). Time is of the essence for completion of the Work within the Contract Time. 3. COMPENSATION AND PAYMENT For satisfactory completion of the Work, performed in full compliance with this Contract, City will pay Contractor at a unit cost of $21.95 per inch . Total Contract amount shall not exceed $24,000. Contractor must submit an invoice on the first day of each month during the Contract Time for the Work performed during the preceding month , itemizing labor, materials, equipment and any incidental costs incurred . City will pay Contractor 95% of the undisputed amount(s) billed, within 30 days after City's receipt of each properly submitted invoice. Any undisputed retention will be released and included with the final payment to Contractor within 60 days after City accepts the Work for the Project as complete. Contractor warrants that title to all work, materials and equipment incorporated into the Work will pass to City free of any claims , liens, or encumbrances upon payment to Contractor. Payment and performance bonds Publ ic Works Contract May 2017 2017 Sidewalk Shaving Project Page 1 Project No . 2017-117 are required for this Contract if the Contract Price is $25,000 or more. 4 . LIQUIDATED DAMAGES If Contractor fails to complete the Work within the Contract Time , Contractor must pay liquidated damages in the amount of $100 .00 per day for each day of unexcused delay in completion . The liquidated damages amount is based on the reasonably foreseeable consequences of delay , which may include actual costs incurred by City due to the delay as well as intangible damages , including loss of or interference with use of public property or inconvenience to the public . Unavoidable delay caused by unanticipated events or circumstances which are entirely outside of Contractor's control may be excused, provided Contractor gives City prompt written notice of any such delay, but excused delay will not entitle Contractor to additional compensation , subject to the limits of Public Contract Code Section 7102 . City may deduct liquidated damages from payment due or to become due to Contractor under this Contract. 5. LICENSES AND PERMITS Contractor must possess a California Contractor's License in good standing for the following classification(s): C 61 -D 6. Contractor must also obtain a City business license before beginning Work on the Project. Contractor is solely responsible for obtaining any required building permits or similar governmental authorizations for the Work, at Contractor's sole expense. 6. LABOR CODE COMPLIANCE Unless the Contract Price is $1,000 or less, the Contract is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, beginning at Section 1720, and the related regulations, including but not limited to requirements pertaining to wages, working hours and workers ' compensation insurance. The Work is subject to compliance monitoring and enforcement by the Department of Industrial Relations ("DIR") pursuant to Labor Code Section 1725.5, and Contractor and any subcontractors must be registered with the DIR to perform public works projects. Contractor must also post all job site notices required by laws or regulations pursuant to Labor Code Section 1771.4 . A. Prevailing Wages. The Contract is subject to the prevailing wage requirements applicable in Santa Clara County for each craft, classification or type of worker needed to perform the Work, including but not limited to employer payments for health and welfare, pension, vacation , and apprenticeship . The prevailing wage rates are on file with the City Engineer's office and are available online at http://www.dir.ca.gov/DLSR. Pursuant to Labor Code Section 1775, Contractor and any subcontractor will forfeit to City as a penalty up to $200 for each calendar day, or portion of a day, for each worker paid less than the Public Works Contract May 2017 2017 Sidewalk Shaving Project Page 2 Project No. 2017-117 applicable prevailing wage rate , in addition to paying each worker the difference between the applicable wage rate and the amount actually paid. B. Working Day. Pursuant to Labor Code Section 1810 , eight hours of labor consists of a legal day's work. Pursuant to Labor Code Section 1813 , Contractor will forfeit to City as a penalty the sum of $25 for each day during which a worker employed by Contractor or any subcontractor is required or permitted to work more than eight hours during any one calendar day, or more than 40 hours per calendar week, unless such workers are paid overtime wages under Labor Code Section 1815 . All Work must be carried out during regular City working days and hours unless otherwise specified in Attachment A or authorized in writing by City. C . Payroll Records. Contractor and its subcontractors must maintain certified payroll records in compliance with Labor Code Sections 1776 and 1812, and all implementing regulations promulgated by the DIR. For each payroll record, Contractor and its subcontractors must certify under penalty of perjury that the information in the record is true and correct , and that it has complied with the requirements of Labor Code Sections 1771 , 1811 and 1815. Contractor must submit certified payroll records t o t he Labor Commissioner as required under California law and regulations . D . Apprentices. If the Contract Price is $30 ,000 or more , Contractor must comply with the apprenticeship requirements in Labor Code Section 1777.5 . E. Workers' Compensation Certification . Pursuant to Labor Code Section 1861 , by signing this Contract, Contractor certifies as follows : "I am aware of the provisions of Labor Code Section 3700 which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code , and I will comply with such provisions before commencing performance of the Work on this Contract." 7 . AMENDMENTS AND CHANGE ORDERS The provisions of this Contract may not be modified except by a written amendment or change order that is duly authorized and executed by both City and Contractor. Any Contractor request for a change order must be submitted in writing, specifically identifying the proposed change to the Contract and the Work , and the proposed adjustment, if any, to the Contract Price or the Contract Time . Each such request must be accompanied by all substantiating documentation , including , but not limited to , the drawings , detailed cost estimates , and schedule analysis for the change order. 8 . STANDARDS AND COMPLIANCE Public Works Co ntract Ma y 20 17 20 17 Sidewa lk Sha ving Pro j ect Pa ge 3 Project No. 2017-117 Contractor will use its best efforts to complete the Work in a professional and expeditious manner, in compliance with this Contract and all applicable permit requirements. Contractor's workmanship must meet or exceed all applicable standards and must comply with all applicable local, state, and federal laws, regulations, rules, and requirements, including City ordinances. By executing this Contract, Contractor warrants that all Work will be performed by a qualified and experienced workforce, and that neither Contractor nor its subcontractors or employees are employees of City or have any other relationship with City officials, employees or consultants that would create an unlawful conflict of interest. 9. INDEPENDENT CONTRACTOR City and Contractor intend that Contractor will perform the Work under this Contract as an independent contractor. Contractor is solely responsible for its means and methods in performing the Work. Contractor is not an employee of City and is not entitled to participate in health, retirement or any other employee benefits from City . 10. IMMIGRATION REFORM AND CONTROL ACT ("IRCA") Contractor is solely responsible for verifying the identity and employment authorization of all of its employees and subcontractors performing the Work , pursuant to the !RCA or similar federal or state rules and regulations governing employment of immigrants. Contractor must indemnify and hold City harmless from and against any loss , damage, liability, costs or expenses arising from Contractor's failure to comply with this section. 11 . NON-DISCRIMINATION Discrimination against any prospective or present employee of Contractor because of race , color, ancestry national origin , ethnicity, religion , sex , sexual orientation, age, disability or marital status is strictly prohibited. Contractor, its employees and its subcontractors, must comply with all applicable local, state and federal nondiscrimination laws, including but not limited to the California Fair Employment and Housing Act , Government Code Section 11135 and Labor Code Sections 1735 and 3077.5 . Any violation of this section constitutes a material breach of this Contract. 12. INDEMNITY To the fullest extent allowed by law, Contractor must indemnify, defend , and hold harmless City , its City Council, boards and commissions, officers, Public Works Contract May 2017 2017 Sidewa lk Shaving Project Page 4 Project No . 2017-117 officials , agents , employees , consultants and volunteers (individually , an "lndemnitee ," and collectively , the "lndemnitees") from and against any and all liability , claims , stop notices , actions, causes of action , demands , losses , damages , and expenses (including legal expenses) whatsoever, including liability arising from an injury to or death of any person or damage to property or other liability of any nature , arising out of, pertaining to , or related to the performance of this Contract or the Work (collectively , "Liability"), including failure to comply with any obligations herein by Contractor or Contractor's directors , officers , officials , employees , agents or subcontractors. This indemnity obligation does not extend to Liability caused by the active negligence , sole negligence , or willful misconduct of an lndemnitee(s). Contractor's failure or refusal to timely accept a tender of defense pursuant to this Contract will be deemed a material breach of the Contract. City will timely notify Contractor u pon City's rece ipt of any third-party claim relating to the Contract, as required by Public Contract Code Section 9201 . No lndemnitee will be personally liable to Contractor or Contractor's directors, officers, officials , employees , agents or subcontractors for any Liability . Contractor's indemnity obligations under this Contract are not limited by any limitation of the amount or type of damages or compensation payable under the workers ' compensation laws or other employee benefit statute s , or by the insurance coverage or bond limits required under this Contract , and will survive the expiration or any early termination of the Contract. 13 . INSURANCE Contractor must maintain the insurance coverage required in this section through the date of C ity 's acceptance of the Work. The coverage must include the pol icy types and limits specified below , insuring against claims for injuries to persons or damages to property that may arise or relate to Contractor's performance under the Contract. City will not execute the Contract and issue the NTP until Contractor has submitted to City satisfactory certificates of insurance and endorsements , evidencing the type , amount, class of operations covered , and the effective dates and dates of expiration of the insurance coverage required below. The insurance must be issued by a company or companies acceptable to City and licensed to do business in the State of California , and each insurer must have an A.M . Best's financial strength rating of "A" or better and a financial size rating of "VII " or better. If Contractor fails to provide or maintain any of the required insurance coverage, City may, in its sole discretion and without prior notice to Contractor , purchase such insurance at Contractor's expense and deduct the cost from payments otherwise due to Contractor, or terminate the Contract for default. A. Required Policies and Limits. The following insurance policies and limits are required for this Contract , unless otherwise specified in Attachment A: Publi c Work s Co ntract May 2017 2017 Sid ewa lk S havi ng Pr oject Page 5 Project No. 2017-117 (1) Commercial General Liability ("CGL") Insurance : The CGL policy must be issued on an occurrence basis, written on a comprehensive general liability form, and must include coverage for liability arising from Contractor's or its subcontractor's acts or omissions in the performance of the Work, including contractor's protected coverage, blanket contractual, completed operations, vehicle coverage and employer's non-ownership liability coverage , with limits of at least $2,000,000 per occurrence and $4,000,000 in the aggregate. The CGL policy must protect against any and all liability for personal injury, death, or property damage or destruction arising directly or indirectly in the performance of the Contract. The CGL coverage may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balc)nce provided by excess or umbrella policies, provided each such policy complies with the requirements set forth in this Contract. (2) Comprehensive Automobile Liability Insurance : The automobile liability policy must be issued on an occurrence basis , with limits of at least $1,000,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage, or combined single limit of $1 ,000,000 per occurrence, covering owned , non- owned and hired automobiles. (3) Workers ' Compensation Insurance and Employer's Liability Insurance : The workers' compensation and employer's liability policy or policies must comply with the requirements of the California Workers ' Compensation Insurance and Safety Act, providing coverage of at least $1,000,000 or as otherwise required by the statute. If Contractor is self-insured, Contractor must provide its Certificate of Permission to Self-Insure , duly authorized by the DIR. B . Builder's Risk Insurance. Contractor must provide builder's risk insurance only if the box below is checked. D Builder's Risk coverage is required for this Contact. The builder's risk policy must be issued for course of construction on an occurrence basis, for all-risk coverage on a 100% completed value basis on the insurable portion of the Project for the benefit of City, and name the City as a loss payee as its interest may appear. If the Project does not involve new or major reconstruction, the City may elect, acting in its sole discretion, to accept an installation floater policy instead of builder's risk. The installation floater policy must provide property damage coverage for any building , structure , machinery, Public Works Contract May 2017 2017 Sidewalk Shaving Project Page 6 Project No. 2017-117 or equipment damaged, impaired, broken , or destroyed during the performance of the Work , including during transit, installation , and testing at the City's site. C. Additional Insureds. City, including its City Council , boards and commissions, officers, officials, agents, employees, consultants and volunteers, must be named as additional insureds under Contractor's insurance policies required under this section, except under the worker's compensation policy. The naming of an additional insured will not affect any recovery to which the additional insured would be entitled to under the policy if not named as an additional insured. An additional insured will not be held liable for any premium, deductible portion of any loss, or expense of any nature under the policy or any extension thereof. Any other insurance held by an additional insured will not be required to contribute anything toward any loss or expense covered by Contractor's insurance . D. Notice. Each certificate of insurance must state that the coverage afforded by the policy or policies is in force and will not be reduced, cancelled or allowed to expire without at least 30 days advance written notice to City, unless due to non-payment of premiums, in which case ten days advance written notice must be provided to City. Such notice must be sent to City via certified mail and addressed to the attention of the City Manager. E. Waiver of Subrogation. Each required policy must include an endorsement providing that the carrier agrees to waive any right of subrogation it may have against City. F. Required Endorsements. The CGL policy, the automobile liability policy and the builder's risk or installation floater policy, if required, must include the following endorsements : (1) The inclusion of more than one insured will not operate to impair the rights of one insured against another, and the coverages afforded will apply as though separate policies have been issued to each insured. (2) The insurance provided is primary and no insurance held or owned by City may be called upon to contribute to a loss . (3) This policy does not exclude explosion, collapse , underground excavation hazard, or removal of lateral support. G. Forms of Certificates of Insurance and Endorsements. Each certificate of insurance and endorsement must provide the name and policy number of each carrier and policy, using a form and format acceptable to City. H. Subcontractors. Contractor must ensure that each subcontractor Public Works Contract May 2017 2017 Sidewalk Shaving Project Page 7 Project No. 2017-117 maintains the same insurance coverage required under this section with respect to its performance of Work on the Project , includ ing those requirements related to the naming of additional insureds and waivers of subrogation . 14 . BONDS If the Contract Price is $25 ,000 or more , City will not execute the Contract and issue the NTP until Contractor has provided City with a payment bond and a performance bond for the Work , each in the penal sum of not less than 100% of the Contract Price , using the bond forms included in this Contract under Attachment B , Bond Forms. Each bond must be issued by a surety admitted in California . If an issuing surety cancels a bond or becomes insolvent, Contractor must provide a substitute bond from a surety acceptable to City , within seven calendar days after written notice from City. If Contractor fails to substitute an acceptable surety within the specified t ime , City may , in its sole discretion and without prior notice to Contractor , purchase such bond(s) at Contractor's expense and deduct the cost from payments otherwise due to Contractor , or terminate the Contract for default. 15. ASSI GNME NT AND SUCCESSORS Contractor may not transfer or assign its rights or obligations under this Contract , in part or in whole , without City's prior written consent. The terms and conditions of this Contract are binding on Contractor 's heirs , successors , and assignees . 16 . SUBCONTRACTORS Contractor may use qualified , competent subcontractors to perform up to ___ <insert percent> % of the Work under this Contract , provided each subcontract expressly requires the subcontractor to be bound by the provisions of this Contract, including , but not limited to , the indemnity and insurance requirements . City reserves the right to reject any subcontractor of any tier, and to bar a subcontractor from performing further Work on the Project, if City , acting in its sole discretion , determines that the subcontractor's performance or failure to perform does not meet the requirements of this Contract , or for any of the reasons set forth in Public Contract Code Section 4107. If City rejects a subcontracto r pursuant to this section , Contractor must either self-perform the Work of that subcontractor or replace the subcontractor with one that is acceptable to City , at no additional cost to City . 17. UTILITIES, TRENCHING AND EXCAVATION A. Contractor must call the Underground Service Alert ("USA") 811 hotline for marking of utility locations before digging . For underground service alerts for City street lighting and traffic signal conduits , Contractor must also , Publ ic Work s Co ntract May 2017 201 7 Sid ewal k Sha vin g Project Page 8 Project No . 2017-117 before commencing any Work , call the City of Cupertino Service Center at (408) 777-3269 . B . As required by Government Code Section 4215 , if, while performing the Work , Contractor discovers utilities or utility facilities not identified by City , Contractor must immediately provide written notice to City and to each known util ity . C. As required by Government Code Section 7104 , Contractor must promptly notify City in writing if Contractor finds any of the three conditions listed below , and wait for further direction from City before disturbing such condition(s). Following such notice , City will promptly investigate and if City finds that one or more of the following three conditions is or are present and that the presenters of any such condition will cause a decrease or increase in Contractor's cost of or time required for performance of the Work , City will amend the Contract Time or Contract Price for the Work as required by law: (1) Material that Contractor believes may be a hazardous waste as defined in Health and Safety Code Section 25117 , that is required to be removed to a Class I, Class 11 , or Class Ill disposal site in accord a nce with the law ; (2) Subsurface or latent physical cond itions at the Project worksite differing from those indicated by information about the worksite made available to Contractor; and (3) Unknown physical conditions at the Project worksite of any unusual natu re , materially different from those ordinarily encountered and from those generally recognized as inherent in the character of the Work. D. As required by Labor Code Section 6705 , if the Contract Price exceeds $25 ,000 and the Work includes the excavation of any trench or trenches of five feet or more in depth , a detailed plan must be submitted to C ity , or its civil or structural engineer, for acceptance in advance of the excavation . The detailed plan must show the design of shoring , bracing , sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation . If the plan varies from the shoring system standards , it must be prepared by a registered civil or structural engineer. Use of a shoring , sloping, or protective system less effective than that required by the Construction Safety Orders is prohibited . 18 . DAILY REPORTS Contractor must maintain daily reports on the Work and submit them to City upon completion of the Project , or at any time upon request by City . Each Pub lic W orks Co ntract May 2017 201 7 Si d ewa lk Shavi ng Proj ect Page 9 Project No . 2017-117 daily report must describe : the Work performed that day ; the number of workers performing the Work and hours worked ; the equipment and hours of labor used for each task ; a description of weather conditions ; and any circumstances affecting the planned progress of the Work. All such reports are the exclusive property of City, but Contractor is permitted to retain copies of the daily reports for its records. 19 . RECORDS Unless otherwise specified in Attachment A, Contractor must maintain and update a separate set of as-built drawings while the Work is being performed, showing any changes from the Work as planned in Attachment A , or any drawings incorporated into this Contract. The as-built drawings must be updated as changes occur, on a daily basis if necessary. Actual locations to scale must be identified on the as-bu ilt drawings for all major components of the Work , including but not limited to, as applicable: mechanical , electrical and plumbing work ; HVAC systems ; utilities and utility connections ; and any other components City determines should be included in the final record drawings of the P roject. Deviations from the original drawings must be shown in det ail , and the location of all main runs , including but not limited to piping , conduit , d uctwork , a nd dra in lines , must be shown by dimension a nd elevation. 20 . N OTICES All notices, demands , requests or approvals under this Contract must be given or made in writing and sent to the other party by personal delivery , U.S. Mail , a reliable overnight delivery service , facsimile , or by email as a PDF (or comparable) file. Notice is deemed effect ive upon delivery unless otherwise specified . Notice for each party must be given as follows : City: City of Cupertino 10300 Torre Avenue Cupertino CA 95014 Attention : Jo Anne Johnson Contractor: Precision Concrete Cutting P .O. Box 25265 San Mateo, CA 94401 Attention: Joseph Ortega Pub lic W ork s Contract Ma y 2017 2017 Sidewal k Sha ving Proj ect Pa ge 10 Project No. 2017-117 21 . URBAN RUNOFF MANAGEMENT All Work on the Project must fully comply with federal, state , local and City regulations concerning stormwater management. Contractor must avoid creating excess dust when breaking asphalt or concrete and during excavation and grading. If water is used for dust control , Contractor will use only the amount of water necessary to dampen the dust. Contractor will take all steps necessary to keep wash water out of the streets , gutters and storm drains . Contractor will also develop and implement erosion and sediment controls to prevent pollution of storm drains . Contractor must implement these controls prior to the start of the Work , upgrade them due to weather conditions or as otherwise required by City , maintain them during construction or other Work phases to provide adequate protection , and remove them at the end of construction and completion of the Work. Such controls must include , but will not be limited to , the follow ing requirements : A. Install storm drain inlet protection devices such as sand bag barriers , filter fabric fences , and block and gravel filters at all drain inlets impacted by construction. During the annual rainy season, from October 15 through June 15 , storm drain inlets impacted by construction work must be filter-protected . Storm drain inlets will be filter-prot e cted from on s ite de-wa tering activi t ies and saw-c utting activities. Shovel or vacuum saw-cut slurry and remove from the Work site . B. Cover exposed piles of soil or construction material with plastic sheeting . Store all construction materials in containers . C. Sweep and remove all materials from paved surfaces that drain to streets , gutters and storm drains prior to rain as well as at the end of each work day. When the Work is completed , wash the streets and collect and dispose of the wash water offsite , in an appropriate location and lawful manner. D . After breaking old pavement , remove all debris to avoid contact with rainfall or runoff. E. Maintain a clean work area by removing trash , litter , and debris at the end of each work day and also when the Work is completed . Clean up any leaks , drips , and other spills as they occur. F . The requirements stated above are intended to be used in conjunction with the California Stormwater Quality Association and California Best Management Practices Municipal and Construction Handbooks, local program guidance materials from municipalities , and any other applicable documents on stormwater quality controls for construction. Contractor's failure to comply with this section will result in the issuance of noncompliance notices , citations , Work stop orde rs and regulatory fines . Public W orks Co ntract May 2017 2017 Si dewal k S h aving Project Pag e 11 Project No . 2017-117 22 . EARLY TERMINATION City may terminate this Contract for convenience, upon written notice to Contractor. City may also terminate this Contract for cause . If Contractor fails or refuses to perform the Work as required under this Contract, Contractor will be deemed in default. If the default is not cured to City's satisfaction within two days after delivery of written notice of default to Contractor, City may, in its sole discretion, elect to do one or .more of the following: A. Terminate the Contract immediately, upon written notice to Contractor. B. Complete the Work using City's own forces and charge Contractor for all resulting costs and expenses, including City staff time. C. Retain another contractor to complete the Work and charge Contractor for all resulting costs and expenses . D. Require the performance bond surety to pay for completion of the Work. E. Pursue any other remedy available to City at law or under this Contract. If City terminates the Contract for Gonvenience-or for cause, City will only owe Contractor payment for the Work satisfactorily performed before Contract termination. Nothing in Section 23 below is intended to delay, abridge or bar City's right to terminate this Contract early pursuant to this section. 23. DISPUTE RESOLUTION, LAW AND VENUE Any dispute arising under or relating to this Contract is subject to the dispute resolution procedures of Public Contract Code Section 20104 et seq., which are incorporated by reference. Interpretation and enforcement of this Contract is governed by California law. Venue for any legal action filed in relation to this Contract is the Superior Court for the County of Santa Clara, California, and no other place. 24. ADVERTISEMENT Contractor may not post, exhibit, or display any advertising signage at the Project site without prior written approval from City. This section does not apply to signage intended or required for general safety while the Work is in progress. 25. WAIVER A waiver by City of any breach of any term, covenant, or condition in this Public Works Contract May 2017 2017 Sidewalk Shaving Project Page 12 Project No. 2017-117 Contract will not be deemed a waiver of any subsequent breach of the same or any other term, covenant , or condition contained herein , regardless of the character of any such breach. 26. WARRANTY Contractor guarantees and warrants the Work and the materials used or provided for the Project for a period of one year, beginning upon City's acceptance of the Work for the Project as complete ("Warranty Period"). During the Warranty Period, upon notice from the City of any defect in the Work or the materials, Contractor must, at its sole expense , promptly repair or replace the defective Work or materials, including repair or replacement of any other Work or materials that is or are displaced or damaged during the warranty work, excepting any damage resulting from ordinary wear and tear. 27 . INTEGRATION This Contract, Attachments A and B, and the documents and statutes attached, referenced or expressly incorporated herein, including any duly authorized and executed amendments or change orders to the Contract , constitute the full and complete understanding of every kind or nature whatsoever between City and Contractor with respect to the Work and the Project. No oral agreement or implied covenant will be enforceable against City . If any provision or authorized modification to this Contract is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable , all other provisions will remain in full force and effect. 28. SURVIVAL Section 12 (Indemnity), Section 23 (Dispute Resolution), and Section 26 (Warranty) expressly survive termination or expiration of the Contract. 29. INSERTED PROVISIONS Each provision and clause required by law to be inserted in this Contract is deemed to be inserted, and the Contract will be construed and enforced as though each was included. If through mistake or otherwise any such provision was not inserted, or not correctly inserted, the Contract will be deemed amended accordingly . 30. CAPTIONS The captions in this Contract are for convenience only and are not a part of the Contract. They do not affect, limit or amplify the terms or provisions of the Contract. Public Works Contract May 2017 2017 Sidewalk Shaving Project Pag~ 13 Project No. 2017-117 31 . AUTHORIZATION Each individual signing below warrants that he or she is authorized to do so by the party that he or she represents, and that this Contract is legally binding on that party . If Contractor is a corporation , signatures from two officers of the corporation are required pursuant to California Corporat ions Code Section 313 . Pub li c Works Co nt ract May 2017 2017 Sid ewalk Sh avin g Pro ject Page 14 Project No. 2017-117 The parties agree to this Contract as witnessed by the signatures below : t'tec\Srntl lMf f\ 'ilL. ns1Dr- Cob1(;fQ-k. ( -Akfht 6 L CITY OF CUPERTINO of Contractor aboJe> A Municipal Corporation By ________ ./.___ __ _ Name Z Title ----z~-"'------- Date----z -7'------___ )'...__ ______ _ By ~& ................ - Ti~en Director of Public Works Date ]{7/17 RECOMMENDED FOR APPROVAL: ' . By ~~ Name ~~f. Title ~~r Date '.'.11 ?iii 1: APPROVED AS TO FORM : ,A o/ fa,( /(yl/1 u Name ' Qd\±) 'D OLP H:: H:9 /V\ Attachment A: Scope of Work Attachment B: Bond Forms Pu b lic W ork s Contract May 2 01 7 2017 Sidewal k Sha vi ng Pro ject City Attorney ,..L _,f Date +l~ ll- ATTE~' 6~j1± Grace Schmidt City Clerk . Date J --2-{P --17 Contract Amount: ~ ~ -----'------- P.O . No . 1-P 11-sx-z.. Account No . ~31> -&5-g-u 9tflJ -1 ;>,/ Pag e 15 Attachment A Scope of Work Contractor will perform the following Work for the Project , within the Contract Time set forth in Section 2 and for the Contract Price set forth in Section 3 of this Contract: Public Works Contract May 2017 2017 Sidewalk Sha ving Project Page 16 ~dffefflfllka rip Hazard Removal Specialists P.O. Box 25265, San Mateo, CA 94401/ Phone: (650) 867-8657 I Fax (650) 240-3866 I CL# 826745 PROPOSAL FOR "NOT TO EXCEED" AGREEMENT BETWEEN: THE CITY OF CUPERTINO AND PRECISION CONCRETE CUTTING (PCC) Overview Uneven sidewalks caused by ground settling and tree roots cause a potential hazard to pedestrians. Displaced sidewalks cause problems for both public and private entities in the form of trip and fall liability exposure. It is proposed that the City of Cupertino and PCC enter an agreement where by PCC will remove sidewalk off-sets that have been identified by the City. The price for these services shall not to exceed the proposed dollar amount and quantity defined in the "Proposal Detail " section below. Background Information on Precision Concrete Cutting PCC has been removing sidewalk off-sets from sidewalks since 1990. The company does work throughout the United States and w ith dozens of cities in California. PCC has perfected the process of removing sidewalk off-sets by utilizing a unique saw cut method. The company 's services comply with all of the requirements of the Americans With Disabilities Act by removing sidewalk off-set the entire width of the sidewalk, cutting at the proper slope requirement, making sure the cut surface has the proper texture, and assuring a zero point of differential at the joints of concrete slabs (see federal register, attached). Additionally , PCC avoids contamination of storm drains by cutting dry and significantly reduces dust through its dust abatement unit. No other sidewalk off-set removal method assures the same quality , ADA compliance and customer satisfaction that PCC can offer. To Date , PCC has been awarded 6 patents by the US Patent and Trademark Office on our sidewalk off-set removal equipment and process. The following is each patent description and number where they can be reviewed on the US Patent office web site -www.uspto.gov 6 ,827 ,074 -Hub and blade combination patent 6,896 ,604 -Dust hood patent · 7,000 ,606 -Cutting apparatus and broaden ing patent 7,143 ,760 -Method patent 7,201 ,644 -Variations and broadening patent 7,402 ,095 -Extended methods patent Page I of3 City of Cupertino "Not to Exceed " Proposa l -June 8, 2017 P.O. Box 25265, San Mateo, CA 94401/ Phone: (650) 867-8657 I Fax (650) 240-3866 I CL# 826745 Proposal Detail Contract amount: Total charge for services rendered shall not exceed $24 ,000 Billing Units: Services are billed in "Inch Feet". An inch foot is calculated by measuring the average height of the sidewalk off-set and multiplying this average by the length of the cut. Example: A sidewalk off-set on a 4-foot wide sidewalk that consists of a 0.5" rise on one side , and tapers down to a zero rise on the other is calculated as follows : 0.5 "+0" x 4ft = 1 inch foot 2 Unit Price: $ 21 .95 per inch-foot Streets with Sidewalks to be Repaired: To be Identified by the City Emergency Services: PCC will provide a 12-hour response to emergency service calls. Emergency calls will be billed at $95 or the actual amount of Inch Feet cut , whichever is greater. Invoicing: All invoices will include detail of work completed including the measurements of the sidewalk off-set removed (high side, low side and width) and the address of the location the cut was performed. All invoices will include the dollar amount of the work being billed and the remaining balance of the purchase order. Precision Concrete Cutting is committed to providing the highest quality service to our clients. Should you have any questions of comments, please do not hesitate to contact us. PCC Representative : Joseph Ortega, Municipal Account Manager June 8, 2017 Page 2 of3 City of Cupertino Representative : X ------------- Print Name: Title : Date: City of Cupertino "Not to Exceed" Proposal -June 8, 2017 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM/DDIYYYY) ~ 3/21/2017 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(ies) 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 ~~~r,cT Veronica Campos Truex Insurance Agency iA~gNJo Ext\: (209) 477-1111 I FAX IA/C Nol: (209) 478-0217 4609 Quail Lakes Drive, Ste. 1 !oMl~~SS: vcampos@truexins.com INSURER(S) AFFORDING COVERAGE NAIC# Stockton CA 95207 INSURERA:Securitv National Ins Co 19879 INSURED INSURER 8 :Hiscox Insurance Company 10200 Precision Emprise, Inc. INSURER C: DBA: Precision Concrete Cutting INSURER D : PO Box 25265 INSURER E: San Mateo CA 94401 INSURER F : COVERAGES CERTIFICATE NUMBER:17-18 WC 16-17 E&O REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF IN SURANCE 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 ISS UED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO A LL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH PO LI CIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL SUBR I POLICY EFF POLIC Y EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMM/DD/YYYYI IMMI DD /YYYYI LIMITS I COMMERCIAL GENERAL LIABILITY EACH OCC URRENCE s ITT CLAIMS-M ADE D OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence\ s I MED EXP (A ny one person ) s - PERSO NA L & ADV INJURY s - GE N'L AG GRE GAT E LIMIT APPLIES PER: I GENERAL AG GREG ATE s ~ D PRO -D LOC PRODUCTS -COM P/OP AGG POLICY JECT s OTHER: s AUTOMOBILE LIABILITY CO MBINED SINGLE LI MIT s (E a acciden t\-'l ANY AUTO BODILY INJURY (Per pe rson) s I ALL OWNED ~"'"'"""' BODIL Y INJUR Y (P er accident ) s i---i AUTOS AUTOS ! ~ HIRED AUTOS NON-OWN ED PR OPERTY DAMAGE s AUTO S (Per accide nt) s __J UMBRELLA LIAS H OCCUR I EACH OCC URRENCE s I EXCESS LIAS CLAI MS -MADE I AGGREG ATE s I OED I I RETENTION s I $ A WORKERS COMPENSATION Y I ~fiuTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN ANY PROPRIETOR/PARTNER/EXECUTI VE [!] SWC1146252 4/1/2017 4/1 /20 18 E.L. EACH ACCIDENT s 1 000 000 OFF ICER/MEMBER EXCLUDED ? N/A (Mandatory in NH) E.L. DISE AS E -EA EMPLOY EE s 1 000 000 If yes , describe under I DESCRIPTION OF OPERATIONS bel ow E.L. DISE ASE -POLICY LIMIT $ 1 000 000 i B Professional Liability MPL1784880 .16 I 9/28/2016 9 /28/2017 Occurrence Lim it $1,000,000 ' Agg regate Lim it $1 ,000,000 i DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 , Additional Remarks Schedule , may be attached if more space is required) Evidence of Insurance . Waiver of Subrogation applies per the attached endorsement when required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Ave ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE James Watt/VERONI ~~ © 1988-2014 ACORD CORPORATION . All rights reserved. ACORD 25 (2014/01) INS025 1?n1an 11 The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 01-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA 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 .) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers ' compensation premium otherwise due on such remuneration . Schedule Person or Organization Job Description Any person or organization as required by written contract. 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 Insured Insurance Company 4/1/2017 Policy No. SWC 1146252 Precision Emprise , Inc (Corporation) Security National Insurance Company Endorsement No . Premium $ 0 17205 Countersigned by ______________________ _ WC 04 03 06 (Ed . 01-84) 278419 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) ~ 6/12/2017 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(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 ~~~tcT Gary Nerger Gary Nerger i~8.NJo , Ext):_623-499-3111 _______ .. IJ..¢~. t-10), 8'3.6.:.35-~~1~~.9 Wells Fargo Insurance Services USA. Inc. ............................... E-MAIL Gary .N erger@wellsfargo .com ADDRESS : 550 South 4th St INSURER(S) AFFORDING COVERAGE NAIC# Minneapolis , MN 55415 INSURER A: Ohio Security Insurance Company 24082 INSURED __ INSURER B : __ ABmerica Financia1Benefit lnsurance_Company ___ ... I 41840 ···-·-----Precision Emprise Inc . DBA: INSURER C: American Fire and Casualty Company 24066 Precisio n Concrete Cutting INSURER D: Scottsdale Insurance Company 41297 PO Box 25265 INSURER E: ·-· -· -. ---- San Mateo, CA 94402 INSURER F : COVERAGES CERTIFICATE NUMBER : 11925509 REVISION NUMBER: See below THIS IS TO CERT IF Y THAT THE POLICIES OF INSURANCE LI STED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOV E FOR THE POLICY PERIOD INDI CATED . NOTWITHSTANDING ANY REQUIR EMENT . TER M OR CO NDITI ON OF ANY CONTRACT OR OTHER DOCUMENT WI TH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERT AIN , THE INSUR ANCE AF FORDED BY TH E PO LICI ES DESCRIBED HERE IN IS SUB JECT TO AL L TH E TERMS, EXC LUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHO WN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR : ADDL SUBR POLICY EFF POLIC Y EXP I LTR TYPE OF INSURANCE INSD WVD POLIC Y NUMBER IMM/DD/YYYYI IMM/DD/YYYYI LIMITS A -~ COMMERCIAL GENERAL LIAB ILITY X BLS1856599317 6/3 0/2017 6/3 0/2018 I EACH OCCURRENC E s 1,000.000 ~ CLAIMS -MAD E =:8.J OCCUR 11'AlvlAGl:T<YRl:N TUl-·----------r PREMISES fEa occurrence ; S 500 ,000 MED EXP (Any one person; s 15000 - i PE RSO NAL & ADV INJ URY s 1,000 .000 ' R'L AGGR0E ~~~T APDS PER GENERAL AGGREGATE s 2,000,000 :~~;: JE CT LOG PRODUCTS · COMP/OP AGG s 2,000,000 s B ; AUTOMOBILE LIAB ILITY X AWFA221872 2/12/20 17 2/12/20 18 COMBINED SINGLE LIMIT s 1,000,000 /Ea accidenn Flm ,~,o BO DIL Y INJURY (Per person) s OW NED ~ SCHEDULED i AUTOS ONLY AUTOS BOD IL Y INJURY {Pe r ncci denl) S ! ~~RT~S ONLY ~ NON-OWNED ip~~~;,,~d1;,";,~AMAGE s -AUTOS ONLY I s C l:_ UMBRELLA LIAB ~ OCC UR ESA 1756599317 6/30 /2017 6/30/2018 EAC H OCCU RRENCE s 2,000,000 : EXCESS LIAB CLAIMS-MADE AGG REG ATE s 2.000,000 j OED I RETENTION s s WORKERS COMPENSATION I ~~fTUTE I I OTH -I AND EMPLOYERS' LIABILITY ER Y I N ; ANYPRO PRIETO R/PARTNER/EXEC UTIVE D N/A E.L. EACH ACC IDENT s I OFFI CER/MEMBER EXCLUDED? , (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE S J g~i~~fi;-H~~ ~idoPERATI ONS below E.L. DISEASE -POLICY LIMIT s D Employment Pra ctices Liability EKS3204842 09/16/2 016 09/16/2017 / S1 ,000.000 Aggregate for all Loss I I DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (AC ORD 101 , Additional Rem arks Schedul e, may be attached if more space is required) CG 20 37 07 04 ,CG 86 11 04 13 ,CG 88 1 O 04 13,CA 00 01 03 06 Certificate holder The City of Cupertino is included as an additional insured as it relates to general liability in accordance with the terms and cond it ions of the policy and blanket endorsement. Umbrella follows form as it relates to ad ditional insureds . Listed per named insu red as per attached auto endorsement. CERTIFICATE HOLDER CANCELLATION City of Cupert ino SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DA TE THEREOF, NOTICE WILL BE DELIVERED IN 103 00 Torre Ave ACCORDANCE WITH THE POLICY PROVISIONS . Cupertino , CA 95014 AUTHORIZED REPRESENTATIVE I 9(~..1- The ACORD name and logo are registered marks of ACORD © 1988-2015 ACORD CORPORATION . All rights reserved . ACORD 25 (2016/03) POLICY NUMBER: BLS1756599317 6/30/2016-6/30/2017 Cle._,,,· COMMERCIAL GENERAL LIABILITY {7 vvw CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS-COMPLETED OPERATIONS This e ndorsemeni modif ies in s uranc e provided under the following: COMMERCIAL GENE RAL LIAB ILITY COVERAGE PART SCHEDULE Any person or organization that you are required All insured premises and operations to add as an additional in s ured on this policy. under a written contract or a greem ent currently in 1 effect, or b.ecoming e.ifective during the term of this p o li cy . The additiona l insured status will not be a fforded with respect to liability arising out of o r related to your activitie s as a real estate, manag er for that pe rs on or organ izatio n . erations Information required to co m p!etP. t 1·1i s_ Sched ulP., if r!ot shown at)ove , ,,.•ill be shown ir:1 tt,e Declarri t10:1s . __ Section II -Who Is An Insured is arnnnde d t o include as an additional i nsured the p e;son (s) or organ iza.tion(~) shown in the Schedule . but only w ith respect to liability to r "!)Odily injt;ry" o r "properly t1zim- age'' caused , in who le or in part . by •·your work '' at the loca ti on designa ted and descr ibed in the sche- dule o f tt1 is enclorsement perfo rmecJ fo r t hat acldi- tio na ! insured. and included. in t he "products- com ple ted operations haz a r·d". CG 20 37 07 04 @ ISO P rope rties, Inc ., 2-004 Page 1 of 1 D BLS1756599317 6/30/2016-6/30/2017 fC,,tHt,, COMMERCIAL GENERAL LIABILITY CG 86 11 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU - CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies in surance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organizat ion whom you have agreed to add as an additional insured in a written contract or written agreement. Such person or organization is an additional insured but only with respect to liability for "bod ily injury" or "property damage": 1. Caused by "your work" performed for that add itional insured that is the subject of the wr it ten contract or written agreement; and 2. Included in the "products-completed operations hazard ". However: a) The insurance afforded to such additional insured only applies to the extent permitted by law; and b) If coverage provided to the add itional insured is required by a contract or agreement. the insurance afforded to such additional insured will not be broader than that which you are requ ired by the contract or agreement to provide for such additional insured The i nsuran ce provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury " or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2 . Duties In The Event Of Occurrence , Offense, Claim Or Suit under Section IV -Commercial General Liability Conditions. B. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A -Bodily Injury And Property Damage Liability: Th is i nsurance does not apply to: 1. "Bodily injury ·· or "property damage" that occurs prior to you commencing operations at the location where such "bodi ly injury " or "prop.erty damage" occurs. 2. "Bodily injury" or "property damage" arising out of the rendering of. or the failure to render, any professional architectural, engineering or surveying services including : CG 8611 0413 a . The preparing , approving or fail ure lo prepare or approve. maps, shop drawings , opinions. reports, surveys , field orders. change orders or drawing and specifications ; and b. Supervisory , inspection, architectural or engineering activities . © 201 3 Liberty Mutual Insurance Inclu des copyrighted material of Insu rance Services Office. Inc .. witl1 its perm ission . Page 1 of 2 C. With respect to the insurance afforded to t hese additional insureds. the following is added to Section II - Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional ins ured is the amount of insurance: 1. Required by co ntract or agreement; or 2. Avai lable under the applicable Limits of Insurance shown in the Declaration . whichever is less . This endorsement shall not increase the applicable Limits of Insuran ce shown in the Declarations . D. With respect to the insurance afforded by this endorsement, Section IV -Commercial General Liability Conditions is amended as fo llows: 1. The following is added to Paragraph 2 . Duties In The Event Of Occurrence, Offense, Claims Or Suit: An additional insured under this endorsement will as soon as practicable : a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us ; b. Tender the defen se and indemnity of any claim or "suit" to all insurers whom also have insurance available to the add itional insured ; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured . 2. Paragraph 4. of Section IV -Commercial General Liability Conditions is amended as follows : CG 86 110413 a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess , and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontribu tory basis , this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the additional insured is designated as a Named Insured . Regardless of the written agreement between you and an additional i nsured , this insurance is excess over any other i nsurance whether primary, excess , contingent or on any other basis for which the additional insured has been added as an additional insured on other po licies. © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office. Inc .. with its pe rm ission. Page 2 of 2 BLS1756599317 6/30/2016-6/30/2017 fU'-/'f.,, COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUBJECT NON-OWNED AIRCRAFT NON-OWNED WATERCRAFT PROPERTY DAMAGE LIABILITY -ELEVATORS EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) MEDICAL PAYMENTS EXTENSION EXTENSION OF SUPPLEMENTARY PAYMENTS· COVERAGES A AND B ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT PRIMARY AND NON-CONTRIBUTORY-ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT LIBERALIZATION CLAUSE BODILY INJURY REDEFINED EXTENDED PROPERTY DAMAGE WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Include s copyrighted material of In surance Serv i ces Office, Inc., with its permission. 2 2 2 2 3 3 3 5 6 6 7 7 7 7 7 8 8 Page 1 of 8 BLS1756599317 6/30/2016-6/30/2017 With respect to coverage afforded by ti.::rsement, the provisions of the policy apply unless modified by the endorsement. A . NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A· Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), cont i ngent or on any other basis, that would also apply to the loss covered under this provision . B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A· Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and {b) Not being used to carry persons or property for a charge . C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I -Coverage A· Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV · Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A· Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclus i on;. Damage To Property is replaced by the follow- ing : Paragraphs (1), (3) and (4) ofthis exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to : {i) Pr emises rented t o you for a period of 7 or fewer conse c utive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days . A separate limit of insurance applies to this coverage as described in Section Ill -Limits of Insurance . © 2 013 Liberty M utu a l Insu ran ce CG 88 10 04 13 Inc lud es co pyrighted m a te r i a l of In s ura nce Servi ce s Office, Inc .. with its permi ss ion. Page 2 of 8 BLS1756599317 6/30/2016-6/30/2017 b. The last paragraph of su#.= 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill· Limits Of Insurance. 2. Paragraph 6. under Section Ill -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise : (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU {Tenant's Property Damage)· Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I· Coverage C -Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS-COVERAGES A AND B 1. Under Supplementary Payments· Coverages A and 8, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II· Who ls An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", ''property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permiss i on. Page 3 of 8 BLS1756599317 6/30/2016-6 /30/2017 b. Premises or facilit i es rented byf cK!/11( used by you; or c. The maintenance, operation or use by you of equipment rented o r leased to you by such person or organization ; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a perm i t subject to the follow i ng additional provisions: (1) Th i s insurance does not apply to "bodily injury ", "property damage", or "personal and ad - vertising injury" arising out of the operati ons performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage " included with i n the "completed operations hazard ". (3) Insurance applies to premises you own , rent, or control but only with respect to the following hazards: (a) The ex istence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal hol e s, dr iveways, manholes, marquees, hoist away openings, sidewalk v aults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, o r use of any elevato r s covered by this insurance. However : 1. The insurance afforded to suc h additional in s ured only appl i es to the extent permitted by law; and 2. If coverage provided to the add i tional insured is required by a contract or agreement, the insur- ance afford ed to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured . With respe ct to Paragraph 1.a . abo v e , a person 's o r organiza t ion's st atus as an additional i nsured u nd er this e ndorsement e nds when : (1} All work, including materials, parts or equipment furni s hed in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional in s ured(s) at the location of the covered operations has been completed ; or (2) That portion of "your work " out of which the injury or damage arises has been put to its intended use by any person or organ izati on other than another contractor or subcontractor engaged i n performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under th i s endorsement ends when their written contract or wri tten agreement with you for such premises or facilities ends . With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance prov i ded by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury " or "property damage ". We have no duty to defend an additional insured under th i s endorsement until we receive written notice of a "suit " by the additional insured as r equired in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV -Commercial General Liability Condi- tions. © 2013 L ibe rty M ut ua l In sura nce CG88100413 In clud es co p y r ighte d m ate r ia l o f Ins ura nce Se r v i ces Office, Inc., with its p ermission . Page 4 of 8 BLS1756599317 6/30/2016-6/30/2017 2. With respect to the insuranf~ded by this endorsement, the following are added to Paragraph 2. Exclusions under Section I· Coverage A· Bodily Injury And Property Damage Liability: This insurance does not apply to : a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: ~ (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities . This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations . H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qual1t1es as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows : a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includ es copyrig hted material of Ins u r a n ce Serv ices Office, Inc., w ith its p e rmission. Page 5 of 8 I'. I BLS1756599317 6/30/2016-6/30/2017 b. The following is added to Para#~ Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease con t ract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured . Regardless of the written agreement between you and an additional insured , this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies . j 1 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSUIR1 Ncr1i This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us ; b. Tender the defense and indemnity of any claim or "suit" to a l l insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "s uit" by the additional insured . 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section Ill -Limits of Insurance of this policy, whichever are less . These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED-INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED· FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following : (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ - ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a} above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs {1) (a} or (b) above; or (d} Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d}) does not apply. Paragraphs (a} and {b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you . Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours . However, none of these "employees" are insureds for "bodily injury" or "personal and © 201 3 Liberty Mutual Insurance CG 88 10 04 13 Include s copy ri ghted material of In surance Se r vices Offi c e, Inc., with its permission. Page 6 of 8 BLS1756599317 6/30/2016-6/30/2017 advertising injury" arising out of th~~ul conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personaland advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section 11 · Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization . However : a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV· Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV· Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II -Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. 0. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted materi al of Insurance Services Office, Inc., with its permission. Page 7 of 8 BLS1756599317 6/3 0/2016-6/3 0/2017 P. EXTENDED PROPERTY DAMAGE q u,n., Exclusion a. of COVERAGE A. BOD({ Y INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" e x pected or intended from the standpoint of the insured . This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property . Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV -Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We wa i ve any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided : 1 . You and that person or organization have agreed in writing in a contract or agreement that you waive such r ights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Lib erty Mutua l ln surn nce CG 88 10 04 13 In c lude s co p yr ighted mat er ial o f Insura nce Serv i ces O ffice. Inc., wi th its p er mi ssion. Page 8 of 8 H The anover insurance Gro u p .- AV\/FA221872 2509711 BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. SECTION I -COVERED AUTOS Item Two of the Declarations shows the "autos" that are covered "autos" for each of your cover - ages. The following numerical symbols describe the "autos" that may be covered "autos". The sym- bols entered next to a coverage on the Declara- tions des ignate the only "autos" that are covered "autos". Throughout this policy the words "you" and "your" refer to the Named In sured shown in the Declara- tions. The words "we", "us" and "our" refer to the Company provid i ng this insurance . Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions . A . Description Of Covered Auto Designation Symbols Symbol Description Of Covered Auto Designation Symbols 1 Any "Auto" 2 Owned "Autos" Only those "autos" you own (and for Liability Coverage any "trailers" you don't Only own while attached to power un its you own). This includes those "autos" you acquire ownership of after the po li cy begins . 3 Owned Private Only the private passenger "autos" you own . This includes those private pas- Passenger senger "autos" you acquire ownership of after the pol icy begins . "Autos" Only 4 Owned "Autos" Only those "autos" you own that are not of the private passenger type (and for Other Than Pri-Liability Coverage any "tra i lers" you don't own while attached to power units vate Passenger you own). This includes those "autos" not of the private passenger type you "Autos" Only acquire ownership of after the policy begins. 5 Owned "Autos" Only those "autos" you own that are required to have No-Fault benefits in the Subject To No -state where they are licensed or principally garaged . This includes those Fault "autos" you acquire ownership of after the policy begins provided they are re- quired to have No-Fault benefits in the state where they are licensed or princi - pally garaged . 6 Owned "Autos" Only those "autos" you own that because of the law in the state where they Subject To A are licensed or principally garaged are required to have and cannot reject Compulsory Uninsured Motorists Coverage. This includes those "autos" you acquire own- Uninsured Mo-ership of after the policy begins provided they are subject to the same state torists Law uninsured motorists requirement . 7 Specifically De-Only those "autos" described in Item Three of the Declarations for wh ich a scribed "Autos" premium charge is shown (and for Liability Coverage any "trailers" you don't own while attached to any powe r unit described in Item Th ree). 8 Hired "Autos" Only those "autos" you lease, hire, rent or borrow . This does not include any Only "a uto" you lease, hire, rent, or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. 9 Nonowned Only those "autos" you do not own, lease, hire , rent or borrow that are used in "Autos" Only connection with your business. This includes "autos" owned by your "employ- ees", partners (if you are a partnership), members (if you are a lim ited liability company), or members of their households but only while used in your busi- ness or your personal affairs. CA 00 01 03 06 Copyright , ISO Properti es , Inc ., 2005 Page 1 of 12 19 Mobile Equip- ment Subject To Compulsory Or Financial Responsib i lity Or Other Mot or Vehic le Insur- ance Law Only Only t hose "autos" t hat are la nd veh ic les and that would qualify under the defin ition of "mob i le equipment " under this pol icy if they were not subject to a compulsory or fi nancial responsibil i ty law or other motor vehic le insurance law where they are licensed or pri nc i pally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are e n tered next to a coverage in Item Two of the Decla- rations , then you have coverage for "autos" t hat you acquire of the type described for the remainder of the pol icy period . 2. But, if Symbol 7 is entered ne x t to a cover- age in Item Two of the Declarations , an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos " that you own for that coverage or it replaces an "auto" you previously owned that had t hat cov- erage ; and b. You tell us within 30 days after you ac- quire it that you want us to cover it fo r that coverage. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Liability Coverage is provi ded by this Cover- age Form , t he followi ng types of vehicles are also covered "autos " for Liab i l ity Coverage : 1. "Trailers" with a load capacity of 2,000 pounds or less desi gned primarily for t ravel on publ ic roads. 2. "Mobile equipment" wh i le being ca r ried o r towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "au to" you own that is out of service because of it s : a. Breakdown ; b. Repai r; c. Servic i ng ; d. "Loss"; or e. Destruction . SECTION II -LIABILITY COVERAGE A. Coverage We wi l l pay all sums an "i nsu r ed" legally must pay as damages because of "bodily injury" or "property damage" to which this i nsurance ap- plies , caused by an "acc ident" and resul t ing from the ownership, maintenance or use of a covered "auto". We wi l l also pay all sums an "i nsured" legally must pay as a "covered pollution cost or e x - pense" to which this i nsurance applies , caused by an "ac c ident" and resulting from the owner- ship , maintenance or use of covered "autos". However, we w il l on ly pay for the "covered po l- lu ti on cost or expense" if there is either "bod i ly injury" or "property damage" to which th is in- surance applies that is caused by the same "accident". We have the right and duty to defend any "i n - sured" agai nst a "su it" aski ng for such damages or a "covered polluti on cost or expense". How- ever , we have no duty to defend any "insured" agai ns t a "su it " seeking damages for "bod i ly injury" or "propert y damage" or a "covered pollution cost or expense" to wh ich this insur- ance does not apply . We may investigate and sett le any c l aim or "suit" as we consider appro- pri ate . Our duty lo defend or settle ends when the Liability Coverage Limit of Insurance has been e x hausted by payment of judgments or sett lements. 1. Who Is An Insured The follow i ng are "i nsureds": a. You for any covered "auto". b. Anyone else while us ing with your per- mission a covered "auto" you own, hire or borrow e x cept: (1) The owner or anyone else from whom you h i re or borrow a covered "auto". This ex ception does not apply if the covered "auto" is a "t r ailer" connected to a covered "auto " you own . Page 2 of 12 Copyright , ISO Properti es , Inc ., 2005 CA 00 010306 (2) Your "employee" if the covered "auto" is owned by that "employee" or a membe r of his or her household . (3) Someone using a covered "auto" while he or she is working in a busi- ness of selling, servicing , repairing , parking or storin g "autos" unless that bus iness is yours . (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of the i r "employees", while mov- ing property to or from a covered "auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household . c. Anyone liable for the conduct of an "in- sured" described above but only to the extent of mat l1abd1iy. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bai l bonds (in - cluding bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attach- ments in any "suit" against the "in- sured" we defend, but only for bond amounts within our Limit of Insurance . (4) All reasonable expenses incurred by the "insured" at our request , including actual loss of earnings up to $250 a day because of t i me off from work . (5) All costs taxed agai nst the "insured" in any "suit" against the "insured" we defend. (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend , but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Lim i t of Insurance. These payments w i ll not reduce the Lim it of Insurance. H The anover insurance Group .. A\/vFA221872 2509711 b. Out-Of-State Coverage Extensions While a covered "auto" is away from the state where it is licensed we will: (1) Increase the Limit of Insurance for Li - ability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passen- gers or property . (2) Provide the m i nimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdicti'on where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the fol- lowing: 1. Expected Or Intended Injury "Bodily injury" or "property damage" ex- pected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability tor damages: a. Assumed in a contract or agreement that 1s an 11 1nsured contract 11 ~ov18e8 the 11 boddy 1n1ury 11 or "propertyamage 11 oc-curs subsequent to the execuMn of the 6611UJCL di dQIE-J@iii@iit, di b. That the "insured" would have in the ab- sence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability bene- fits or unemployment compensation law or any similar la w . 4. Employee Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of: (1) Employment by the "insured"; or CA 00 01 03 06 Copyright , ISO Propert ies , Inc., 2005 Page 3 of 12 (2) Performing the duties related to the conduct of the "insured's" business ; or b. The spouse , child , parent, brother or sis- ter of that "employee" as a consequence of Paragraph a. above. This exclusion applies: (1) Whether the "insured" may be liable as an employer or in any other capac- ity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury . But this exclusion does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits or to li- ability assumed by the "insured" under an "insured contract". For the purposes of the Coverage Form, a domestic "employee" is a person engaged in household or domestic work performed principally in connection with a residence premises . 5. Fellow Employee "Bodily injury" to any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the con- duct of your business . 6. Care, Custody Or Control "Property damage" to or "covered pollution cost or expense " involving property owned or transported by the "insured" or in the "in- sured's" care, custody or control. But this exclusion does not apply to liability assumed under a sidetrack agreement. 7. Handling Of Property "Bodily injury" or "property damage" result- ing from the handling of property: a. Before it is moved from the place where it is accepted by the "insured" for move- ment into or onto the covered "auto"; or b. After it is moved from the covered "auto" to the place where it is finally delivered by the "insured". 8. Movement Of Property By Mechanical Device "Bod i ly injury" or "property damage" resu lt- i ng from the movement of property by a me- chanical device (other than a hand truck) unless the device is attached to the covered "auto". 9. Operations "Bodily injury" or "property damage" arising out of the operation of : a. Any equipment listed in Paragraphs 6.b. and 6.c. of the definit ion of "mobi le equipment"; or b. Machinery or equipment that is on , at- tached to, or part of , a land vehicle that would qualify under the definition of "mo- bile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally ga- raged. 10. Completed Operations "Bodily injury" or "property damage" arising out of your work after that work has been completed or abandoned . In this exclusion, your work means : a. Work or operations performed by you or on your behalf ; and b. Materials , parts or equipment furnished in connection with such work or opera- tions . Your work includes warranties or represen- tations made at any time with respect to the f itness, quality , durability or performance of any of the items included in Paragraph a. or b. above. Your work will be deemed completed at the earliest of the following t i mes: (1) When all of the work called for in your contract has been completed. (2) When all of the work to be done at the site has been completed if your con- tract calls for work at more than one site. (3) When that part of the work done at a job s ite has been put to its intended use by any person or organization other than another contractor or sub- contractor working on the same proj- ect. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. 11. Pollution "Bodily injury" or "property damage" arising out of the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease or escape of "pollutants": a. That are, or that are contained in any property that is: Page 4 of 12 Copyright , ISO Properties , Inc ., 2005 CA 00 01 03 06 (1) Being transported or towed by, han- dled , or handled for movement into, onto or from, the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, d is p osed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in wh ich the "pollutants" are contained are moved from the place where they are ac- cepted by the "insured" for movement i nto or onto the covered "auto"; or c. After the "po llutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are f i nally delivered, d isposed of or abandoned by the "in- sured". Paragraph a. above does not apply to fue ls , lubricants , fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical , hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape , seep, mi- grate , or are discharged, dispersed or released directly from an "auto" part des igned by its manufacturer to hold , store , receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the defi nition of "mo- bile equipment". Paragraphs b. and c. above of this exclusion do not apply to "accidents" that occur away from premises owned by or rented to an "in - sured" with respect to "pollutants" not in or upon a covered "auto" if : (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (2) The discharge, dispersal , seepage , migration, release or escape of the "po llu tants" is caused directly by such upset, overturn or damage. 12. War "Bodily injury" or "property damage" arising directly or indirectly out of : H T ho anover insurance Grou p .- A\NFA221872 2509711 a. War, including undec l ared or civ i l war; b_ Warlike action by a military force , includ- ing action in hindering or defending against an actual or expected attack, by any government , sovereign or other authorit y using military personnel or other agents ; or c. Insurrect ion, rebelli on , revolution, usurped power , or action taken by gov- ernmental autho ri ty in hindering or de- fending against any of these. 13. Racing Covered "autos" while used in any profes- sional or organized racing or demol i ti on contest or stunting activity, or while practic- ing for such contest or activity. Th is insur- ance also does not apply while that covered "auto" is being prepared for such a contest or activity . C. Limit Of Insurance Regardless of the number of covered "autos", "insureds", premiums paid, claims made or ve- hicles involved in the "accident", the most we will pay for the total of all damages and "cov- ered pollution cost or expense" comb ined , re- sulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Declarations . All "bodily injury", "property damage" and "cov- ered pollution cost or expense" resu lting from continuous or repeated exposure to substan- tially the same cond itions will be considered as resulting from one "accident". No one will be entitled to receive duplicate payments for the same elements of "loss" under this Coverage Form and any Medical Payments Coverage Endorsement, Uninsured Motorists Coverage Endorsement or Underinsured Motor- ists Coverage Endorsement attached to this Coverage Part. SECTION 111 -PHYSICAL DAMAGE COVERAGE A. Coverage 1. We will pay for "loss" to a covered "auto" or its equipment under: a. Comprehensive Coverage From any cause except : (1) The covered "auto's" collision with another object ; or (2) The covered "auto's" overturn. b. Specified Causes Of Loss Coverage Caused by: (1) Fire, lightning or explosion; CA 00 01 03 06 Copyright , ISO Properties, Inc., 2005 Page 5 of 12 (2) Theft ; (3) Windstorm, hail o r ea rthquake ; (4) Flood ; (5) Mischief or vandalism; or (6) The sinking , burning, collision or de- railment of any conveyance trans- port i ng the covered "auto". c. Collision Coverage Caused by : (1) The covered "auto 's " col li sion with another object; or (2) The covered "auto's" overturn . 2. Towing We will pay up to the limit shown in the Declarations for towing and labor costs i n - curred each time a covered "auto" of the pri - vate passenger type is d isabled. However, the labor must be performed at the place of d isablement. 3. Glass Breakage -Hitting A Bird Or Animal - Falling Objects Or Missiles If you carry Comprehensive Coverage for the damaged covered "auto ", we w i ll pay for the followi ng under Comprehensive Coverage : a. Glass breakage ; b. "Loss" caused by hitting a bird or animal ; and c. "L oss" caused by falling objects or mis- siles . However, you have t he o ption of havi ng glass breakage ca u sed by a covered "auto's " coll ision or overturn considered a "loss" under Collis ion Coverage . 4. Coverage Extensions a. Transportation Expenses We will pay up to $20 per day to a max i- mum of $600 for temporary t ransportation ex pense i ncurred by you because of the total theft of a covered "auto" of the pr i- vate passenger type. We will pay only fo r those covered "autos" for wh ich you carry e ither Comprehensive or Spec if ied Causes of Loss Coverage. We w i ll pay fo r temporary t ranspo rta ti on ex penses i n - c urred du ri ng t he pe riod beginning 48 hours after t he theft and ending , regard- less of the policy's e x piration , when the covered "auto" is returned to use or we pay for its "loss". b. Loss Of Use Expenses For Hired A uto Physical Damage, we w i ll pay e xpenses for which an "insured" be- comes legally responsible to pay for loss of use of a vehicle rented or hired withou t a driver, under a written rental contract or ag r eement. We wi l l pay for loss of use e xpenses if caused by : (1) Other than co l l is ion only i f the Decla- r at i o n s i ndicate that Comprehensive Coverage is provided for any covered "auto 11 ; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision on ly if the Declarations i nd i- cate that Collision Coverage is pro- vided for a ny covered "auto". However, the most we will pay for any e xpenses for loss o f use is $20 per day , to a maxim um o f $600 . B. Exclusions 1. We wil l not pay for "loss" caused by or re - sulting from any of the following . Such "loss" is e x cluded regardless of any other cau s e or event that cont ri butes concurrently or i n any sequence to the "loss". a . Nuclear Hazard (1) The ex plosion of any weapon e m- p loying atomic fiss ion or fus ion ; or (2) Nuclear r eaction or r adiation , or ra- d ioacti ve contaminati on, however caused. b. War Or Military Action (1) War, including undeclared or civil war; (2) Warlike action by a m i litary force, in - cluding action in hindering or defend- ing against an ac tual or e x pect ed at - tack , by any government , sovereign or other authority us ing mil itary pe rson- ne l or other agents ; or (3) Insu r rection , reb e ll ion , revolution , usu rped power or action t a ken by governmental authority i n h i nderi ng or defend i ng ag ai nst any of these . Page 6 of 12 Copyright , ISO P rop ertie s , In c., 2005 CA 00 010306 2. We will not pay for "loss" to any covered "auto" while used in any professional or or- ganized racing or demolition contest or stunting activity , or while practicing for such contest or activity . We will also not pay for "loss" to any covered "auto" while that cov- ered "auto" is being prepared for such a contest or activity. 3. We will not pay for "loss" caused by or re- sulting from any of the following unless caused by other "loss" that is covered by this insurance: a. Wear and tear, freezing, mechanical or electrical breakdown. b. Blowouts, punctures or other road dam- age to tires. 4. We will not pay for "loss" to any of the fol- lowing: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use w ith audio, visual or data electronic equipment. b. Any device designed or used to detect speed measuring equipment such as ra- dar or laser detectors and any jamming apparatus intended to elude or disrupt speed measurement equipment. c. Any electronic equipment , without regard to whether this equipment is permanently installed, that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. d. Any accessories used with the electronic equipment described in Paragraph c. above. Exclusions 4.c. and 4.d. do not apply to: a. Equipment designed solely for the repro- duction of sound and accessories used with such equipment, provided such equipment is permanently installed i n the covered "auto" at the time of the "loss" or such equipment is removable from a housing unit which is permanently in- stalled in the covered "auto" at the time of the "loss", and such equipment is de- signed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto"; or b. Any other electronic equipment that is: (1) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system; or H Thc anover Jnsura11ce Group - AWFA221872 2509711 (2) An integ r al part of the same unit housing any sound reproducing equipment described in Paragraph a. above and permanently installed in the opening of the dash or console of the covered "auto" normally used by the manufacturer for installation of a radio. 5. We will not pay for "loss" to a covered "auto" due to "diminution in value". C. Limit Of Insurance 1. The most we will pay for "loss" in any one "accident" is the lesser of : a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality . 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. If a repair or replacement results in better than like kind or quality , we will not pay for the amount of the betterment. D. Deductible For each covered "auto", our obligation to pay for , repair, return or replace damaged or stolen p roperty will be reduced by the applicable de- ductible shown in the Declarations. Any Com- prehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. SECTION IV • BUSINESS AUTO CONDITIONS The following conditions apply in addition to the Common Policy Conditions: A. Loss Conditions 1. Appraisal For Physical Damage Loss If you and we disagree on the amount of "loss", either may demand an appraisal of the "loss". In this event, each party will se - lect a competent appraiser. The two ap- praisers will select a competent and impar- tial umpire. The appraisers will state sepa- rately the actual cash value and amount of "loss". If they fail to agree, they will submit their differences to the umpire. A deci sion agreed to by any two will be binding. Each party will : a. Pay its chosen appraiser ; and b. Bear the other expenses of the appraisal and umpire equally . CA 00 01 03 06 Copyright, ISO Properties , Inc., 2005 Page 7 of 12 If we submit to an appraisal, we will st i ll re- tain our right to deny t he claim. 2. Duties In The Event Of Accident, Claim, Suit Or Loss We have no duty to provide coverage under this policy unless there has been full compli- ance with the following duties : a. In the event of "accident", claim, "suit" or "loss", you must give us or our author- ized representative prompt notice of the "accident" or "loss". Include: (1) How, when and where t he "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible , the names and addresses of any injured persons and witnesses. b. Additionally , you and any other involved "insured" must : (1) Assume no obligation, make no pay- ment or incur no expense without our consent, ex cept at the "insured's" own cost . (2) Immediately send us copies of any request, demand , order, notice, sum- mons or legal paper received con- cerning the claim or "suit". (3) Cooperate with us i n the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical rec- ords or other pertinent information. (5) Subm it to examination, at our ex- pense, by physicians of our cho ice , as often as we reasonably require . c. If there is "loss" to a covered "auto" or its equipment you must also do the follow- ing: (1) Promptly notify the police if the cov- ered "auto" or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered "auto" from further dam- age . Also keep a record of your ex- penses for consideration i n the set- tlement of the claim . (3) Permit us to inspect the covered "auto" and records proving the "loss" before its repair or disposition . (4) Agree to examinations under oath at our request and give us a signed statement of your answers. 3. Legal Action Against Us No one may bring a legal action against us under th is Coverage Form unt il: a. There has been full compliance with all the terms of this Coverage Form ; and b. Under Liability Coverage, we agree in writing that the "insured" has an obliga- tion to pay or until the amount of that ob- ligation has finally been determined by judgment after trial. No one has the right under this policy to bring us into an ac - tion to determine the "insured's" liability. 4. Loss Payment -Physical Damage Coverages At our option we may: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our ex- pense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will in - clude the applicable sales tax for the dam- aged or stolen property . 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us . That per- son or organization must do everything nec- essary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form . 2. Concealment, Misrepresentation Or Fraud Th is Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form . It is also void if you or any other "insured", at any time, intentionally conceal or misrepresent a material fact con- cern i ng: a. This Coverage Form; Page 8 of 12 Copyright , ISO Properties , Inc., 2005 CA 00 010306 b. The covered "auto"; c. Your interest i n the covered ''auto"; or d. A claim under this Coverage Form . 3. Liberalization If we rev ise this Cove rage Form to provide more coverage without add itional prem i um charge , your policy w i ll automat ica lly provide t he addit ional coverage as of the day the re- v i s ion is effect ive in yo ur st a te . 4. No Benefit To Bailee -Physical Damage Coverages We will not recogn ize any assignment or grant any coverage f or the benefit of any person or organization holding , storing or transporting property for a fee regardless of any other provision of th is Coverage Form. 5. Other Insurance a. For any cove red "auto" you own , t his Coverage Form provides primary insur - ance . Fo r any cov e red "auto you don't own , the i nsurance provided by t h is Cov- erage Form i s e xcess over any other collectible insurance . However, wh i le a covered "auto" wh ich is a "t r a i ler" is con- nected to another v eh icle , the L iabil ity Cov erage this Coverage Form prov ides for the "trailer" is : (1) Ex cess wh i le it is connected to a mo - tor vehicle you do not own. (2) Primary while it is connected t o a covered "auto" you own . b. For H ired Auto Physical Damage Cover- age, any covered "auto" you lease , h i re , rent or borrow is deemed to be a covered "au t o" you own . However , any "au t o" that is leased , hired , rented or borrowed w ith a driver is not a covered "auto". c. Regardless of the provisions of Para- ra h a. above , this Covera e Form's u- a 1 1 overa e 1s r1mar or an 1a 1 - , y assume un er an insure con rac . d. When th is Coverage Form and any o t her Coverage Form or pol icy covers on the same bas is , e ither e x cess or primary , we will pay only our share. Our share is the propo rt ion that the Limit of Insurance of our Coverage Form bears to t he total of t he limi t s of all t he Cove rage Forms and policies coveri ng on the same bas is . H Thc anover Jn s u ra 11c e Grou p _ AWFA221 872 2 5097 11 6. Premium Audit a. The estimat ed premi u m for th is Coverage Fo rm is based on the e x posures you told us you would have when this policy be- gan . We will compute the fi n al prem i um due when we det ermi n e your act ual e x - posures. The estimated tota l premium w i ll be c redit e d against the final premium due and the f i rs t Named Insu r ed w i ll be b i lled for the bala nce , if any. The du e date for the final premium or retrospec- ti v e premi u m is the date shown as the due dat e on the bill . If the est imated total premium e x ceeds the final premium due , the first Named Insured will get a refund . b. If this policy is issued for more than one year, the prEjmium for this Coverage Form w il l be computed annually based on ou r rates or prem iums i n effect at the be - g i nning of each year of the policy . 7. Policy Period, Coverage Territory Under th is Coverage Form , we cover "a c c i - dents" and "l osses " occu r r i ng : a. Duri ng t h e po li cy period s how n i n the D e clara ti ons ; and b. W ithin th e c ove rage te r ritory. T he coverage territory is : a . The United States of Amer ica; b. The te r ri t ories a n d possessions of the United States of Am e r ica ; c . Puerto Rico ; d. Canada ; a nd e. Anywhere in the wor ld if : (1) A covered "auto " of the private pas- senger type is leased , hired , ren t ed or borrowed without a dri v er for a period of 30 days or less; and (2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America , the territori es and posses- sions of the United Stat es of America , Pue r to Rico , o r C a nada or i n a settle- ment we agree to. We also cove r "l oss " to , or "accidents " i n- v olving , a covered "auto" wh i le be i ng trans- ported between any o f these places. CA 00 01 03 06 Copyright , ISO P ro pe rt ies , In c., 2005 Page 9 of 12 8. Two Or More Coverage Forms Or Policies Issued By Us If this Coverage Form and any other Cover- age Form or policy issued to you by us or any company affiliated with us apply to the same "accident", t he aggregate max imum Limit of Insurance under a l l the Coverage Forms or polici es shall not exceed the high- est applicable Limit of Insurance under any one Coverage Form or policy. This cond ition does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as ex cess insurance over this Coverage Form . SECTION V · DEFINITIONS A. "Accident" includes continuous or repeated ex - posure to the same conditions resulting in "bodily injury" or "property damage". B. "Auto" means: 1. A land motor vehicle , "tra i ler" or semitrailer designed for travel on publ ic roads ; or 2. Any other land vehicle t hat is subject to a compulsory or financ i al respons i b i lity law o r other motor veh icle i nsurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". C. "Bodily injury" means bodily injury , sickness or disease susta i ned by a person including death result i ng from any of these . D. "Covered pollution cost or expense" means any cost or ex pense arising out of: 1. Any request, demand , order or statutory o r regulatory requirement that any "insured" or others test for, mon itor , clean up , remove. contain, treat , detoxify or neutralize , or in any way respond to , or assess the effects of "pollutants"; or 2. Any claim or "suit" by or on behalf of a gov- ernmental authority for damages because of testing for , monitoring , cleaning up, remov- ing , containing, t reating , deto x ifying or neu- tralizing, or in any way responding to or as - sess i ng the effects of "pollutants". "Covered pollution cost or ex pense" does not include any cost or ex pense arising out of the actual , alleged or threatened discharge , disper- sal , seepage , migration, release or escape of "pollutants": a. That are, or that are contained in any property that is: (1) Being transported or towed by , han- dled, or handled for movement into, onto or from the covered "auto"; (2) Otherwise i n the course of transit by or on behalf of the "insured"; (3) Being stored , disposed of, treated or processed i n or upon the covered "auto"; b. Before the "pol l utants" or any property in which the "pollutan ts " are contained are moved from the place where they are ac - cepted by the "i nsured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered , disposed of or abandoned by the "in- sured". Paragraph a. above does not apply to fuels , lubricants, flu ids , exhaust gases or other similar "pol l utants" that are needed for or resu lt from the normal electrical , hydraul ic or mechanica l functioning of the covered "auto" or its parts , if : (1) The "pollutants" escape , seep, mi- grate, or are discharged , dispersed pr released directly from an "auto" part designed by its manufacturer to hold, store, receive or d ispose of such "pollutants"; and (2) The "bodily injury", "property damage " or "cove red polluti on cost or e xpense" does not arise out of the operat i on of any equipment li sted in Paragraph 6.b. or 6.c. of the defin ition of "mobile equipment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "i nsured" with re - spect to "pollutants" not in or upon a cov- ered "auto" if : (1) The "pollutants" or any property in wh ich the "po l lutants" are conta i ned are upset, ove rturned or damaged as a result of the maintenance or use of a covered "auto"; and (2) The discharge , d ispersal, s e ep age , migration , release or escape of the "pollutants" is caused directly by such upset, overturn or damage. Page 10 of 12 Copyright , ISO Properties , Inc ., 2005 CA 00 01 03 06 E. "Diminution in value" means the actual or per- ceived loss in market value or resale va lue which results from a direct and accidental "loss". F. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". G. "Insured" means any person or organization qualifying as an insured in the Who Is An In- sured provision of the applicable coverage . Ex- cept w ith respect to the Limit of Insurance , the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought . H. "Insured contract" means : 1. A lease of premises ; 2. A sidetrack agreement ; 3. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; 4. An obligation, as required by ordinance, to indemnify a municipality, ex cept in connec- tion with work for a municipality; 5. That part of any other contract or agreement pertaining to your business (including an in- demn ification of a municipality in connection with work performed for a municipality) un - der which you assume the tort liability of an- other to pay for "bodily injury" or "property damage" to a th i rd party or organization . Tort liability means a liability that would be imposed by law in the absence of any con- tract or agreement; 6. That part of any contract or agreement en - tered into, as part of your business, pertain- ing to the rental or lease, by you or any of your "employees", of any "auto". However , such contract or agreement shall not be considered an "insured contract" to the ex - tent that it obligates you or any of your "em- ployees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees". An "insured contract" does not include that part of any contract or agreement: a. That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operat ions, w ithin 50 feet of any railroad property and affecting any ra i lroad bridge or trestle , tracks, roadbeds, tunnel , underpass or crossing ; or H Tho anover Jnsuranc e Group - A\NFA221872 2509711 b. That pertains to the loan , lease or rental of an "auto " to you or any of your "em- ployees", if the "auto" is loaned , leased or rented with a dr jver ; or c. That holds a perspn or l organization en- gaged in the bvs i nes~ of transport i ng property by "aut1 '1 for ! ~j re harmless for your USe Of a COVf:!f ed r at;Jto" over a route or territory that peir son: ~r organization i!, authorized to serve by 1public authority. ' I. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm , to per- form duties related to the conduct of your busi - ness. "Leased worker" does not include a "tem- porary worker". J. "Loss" means direct and accidental loss or damage. K. "Mobile equipment" means any of the following types of land vehicles , including any attached machinery or equ ipment: 1. Bulldozers, farm machinery , forklifts and other vehicles designed for use principally off public roads ; 2. Vehicles mai nta i ned for use solely on or nex t to premises you own or rent ; 3. Vehicles that travel on crawler treads; 4. Vehicles, whether self-propelled or not, maintained primari ly to provide mobility to permanently mounted : a. Power cranes , shovels , loaders , diggers or drills; or b. Road construction or resurfacing equip- ment such as graders, scrapers or roll- ers. 5. Vehicles not descri bed in Paragraph 1., 2., 3., or 4. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: a. Air compressors, pumps and generators , including spraying, welding , building cleaning , geophysical e x ploration, lighting and well servicing equipment ; or b. Cherry pickers and similar devices used to raise or lower workers. 6. Veh icles not described in Paragraph 1., 2., 3. or 4. above maintained primarily for pur- poses other than the transportation of per- sons or cargo . However, self-propelled veh i - cles with the following types of permanen t ly attached equipment are not "mobile equip- ment" but will be considered "autos": CA 00 01 03 06 Copyright , ISO Properties , Inc ., 2005 Page 11 of 12 a. Equipment designed primarily for: (1) Snow removal ; (2) Road maintenance, but not construc- tion or resurfacing; or (3) Street cleaning; b. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers ; and c. Air compressors , pumps and generators , i ncluding spraying, welding, building cleaning, geophysical exploration, lighting or well servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle i nsurance law where it is l icensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are consid - ered "autos". L"Pollutants" means any sol id , liquid, gaseous or thermal irritant or contaminant , including smoke , vapor, soot, fumes, acids, alkalis, chemicals and waste . Waste i ncludes materials to be recycled , reconditioned or reclaimed . M. "Property damage" means damage to or loss of use of tangib le property . N. "Suit" means a c ivil proceeding in which: 1. Damages because of "bodily injury" or "property damage"; or 2. A "covered pollution cost or expense", to which this insurance applies, are alleged . "Suit" includes : a. An arb itration proceed i ng in which such damages or "covered pollution costs or expenses" are claimed and to which the "insured" must submit or does submit w it h our consent ; or b. Any other alternative dispute resolution proceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the insured submits with our consent. O. "Temporary worker" means a person who is furn ished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions . P. "Tr ailer" includes semitrailer . Page 12 of 12 Copyright , ISO Properties , Inc., 2005 CA 00 010306