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18-025 Overmiller Inc., Storm Drain Cleaning CCTV Inspection Services ProjectContract This public works contract ("Contract") is entered into by and between the City of Cupertino ("City"), a municipal corporation, and Overmiller Inc. ("Contractor"), for work on the Storm Drain Cleaning/ CCTV Inspection Services Project ("Project"). The parties agree as follows: 1. Award of Contract. In response to the Notice Inviting Bids, Cor)tractor has submitted a Bid Proposal and accompanying Bid Schedule, a copy of which is attached for convenience as Exhibit A, to perform the Work to construct the Project. On January 30, 2018 , City authorized award of this Contract to Contractor for the amount of Contractor's bid. 2. Contract Documents. The Contract Documents incorporated into this Contract include and are comprised of all of the following: 2.1 Notice Inviting Bids; 2.2 Instructions to Bidders; 2.3 Addenda, if any; 2.4 Bid Proposal and attachments thereto; 2.5 Contract ; 2.6 Payment Bond , Performance Bond and, if required, a Warranty Bond; 2. 7 General Conditions; 2.8 Special Conditions ; 2.9 Project Drawings and Specifications; 2.10 Change Orders, if any; 2.11 Notice of Award ; 2.12 Notice to Proceed ; 2.13 City of Cupertino Standard Details; and 2.14 The following : No Other Documents 3. Contractor's Obligations. Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents . Contractor must provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work , including all necessary labor, materials, supplies, tools, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents . Contractor must use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. 4. Payment. As full and complete compensation for Contractor's timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor an amount not to exceed $160 ,000 .00 for all of Contractor's direct and indirect costs to perform the Work , including all labor, materials , supplies, equipment, taxes, insurance , bonds and all overhead costs, in accordance with the payment provisions in the General Conditions. 5. Time for Completion. Contractor will fully complete the Work for the Project within 45 working days from the commencement date given in the Notice to Proceed ("Contract Time "). By signing below , Contractor expressly waives any claim for delayed early completion . 6. Liquidated Damages. If Contractor fails to complete the Work within the Contract Time, City will assess liquidated damages in the amount of $1,000 per day for each day of Storm Drain Cleaning / CCTV Inspection Services Project Project Number 2018-102 CONTRACT Page 1 unexcused delay in completion, and such liquidated damages may be deducted from City's payments due or to become due to Contractor under this Contract. 7.. Labor Code Compliance. 7 .1 General. This Contract is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, including requirements pertaining to wages, working hours and workers ' compensation insurance. 7.2 Prevailing Wages. This Project is subject to the prevailing wage requirements applicable to the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the Work, including employer payments for health and welfare, pension, vacation, apprenticeship and similar purposes. Copies of these prevailing rates are available on line at http://www.dir.ca .gov/DLSR. 7.3 DIR Registration. City will not enter into the Contract with a bidder without proof that the bidder and its Subcontractors are registered with the California Department of Industrial Relations to perform public work under Labor Code section 1725 .5, subject to limited legal exceptions. 8. Workers' Compensation Certification. Under 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 the performance of the Work on this Contract." 9. Conflicts of Interest. Contractor, its employees, Subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or policy or in violation of any California law, including under Government Code section 1090 et seq . and under the Political Reform Act as set forth in Government Code section 81000 et seq. and its accompanying regulations. No officer, official, employee, consultant, or other agent of the City ("City Representative") may have, maintain , or acquire a "financial interest" in the Contract , as that term is defined under the Political Reform Act (Government Code section 81000, et seq ., and regulations promulgated thereunder); or under Government Code section 1090, et seq .; or in violation of any City ordinance or policy while serving as a City Representative or for one year thereafter. Any violation of this Section constitutes a material breach of the Contract. 10. Independent Contractor. Contractor is an independent contractor under this Contract and will have control of the Work and the means and methods by which it is performed. Contractor and its Subcontractors are not employees of City and are not entitled to participate in any health, retirement , or any other employee benefits from City. 11. Notice. Any notice, billing, or payment required by or pursuant to the Contract Documents must be made in writing , signed , dated and sent to the other party by personal delivery, U.S. Mail, a reliable overnight delivery service, or by email as a PDF (or comparable) file . Notice is deemed effective upon delivery unless otherwise specified. Notice for each party must be given as follows : City: Name : City of Cupertino Storm Drain Cleaning / CCTV Inspection Services Project Project Number 2018-102 CONTRACT Page 2 Address: 10300 Torre Avenue City/State/Zip: Cupertino , CA 95014 Phone: 408-777-3354 Attn: Jo Anne Johnson Email : joannej@cupertino.org Contractor: Name:Overmiller Inc. Address :356 Mathew St City/State/Zip :Santa Clara, CA 95050 Phone: (408) 727-9850 Attn :Brian Bristol Email:brian@rotorooternorcal.com 12. General Provisions. 12.1 Assignment and Successors. Contractor may not assign its rights or obligations under this Contract, in part or in whole, without City's written consent. This Contract is binding on Contractor's and City's lawful heirs , successors and permitted assigns. 12.2 Third Party Beneficiaries. There are no intended third party beneficiaries to this Contract except as expressly provided in the General Conditions or Special Conditions . 12.3 Governing Law and Venue. This Contract will be governed by California law and venue will be in the Superior Court of Santa Clara County, and no other place . 12.4 Amendment. No amendment or modification of this Contract will be binding unless it is in a writing duly authorized and signed by the parties to this Contract. 12.5 Integration; Severability. This Contract and the Contract Documents incorporated herein, including authorized amendments or Change Orders thereto , constitute the final, complete, and exclusive terms of the agreement between City and Contractor. If any provision of the Contract Documents, or portion of a provision , is determined to be illegal, invalid , or unenforceable, the remaining provisions of the Contract Documents will remain in full force and effect. 12.6 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, signatu res from two officers of the corporation are required pursuant to California Corporation Code section 313 . [Signatures are on the following page.} Storm Drain Cleaning/ CCTV Inspection Services Project Project Number 2018-102 CONTRACT Page 3 The parties agree to this Contract as witnessed by the signatures below: CONTRACTOR <insert full name of Contractor above> By ;3~ ;;f'-?J'~ Name Er-1'1!,,"-' i3~,'-s h,,J Title Vi c.e_ p,.e_-,,'ale"-'f- Date pl_ ~ .;;2 -Jg By Name ---------- Title Date _________ _ CITY OF CUPERTINO A Municipal Corporation By ~ TimmBorden Director of Public Works Date i,I U2 Ii )'.' t I ATTE~T : n / ~4):1: ceSchmktt g:ie Clerk 'J ,_. r--/ j Contract Amount: r {Jo .,. lb.,, '6 t ~1 / 1e ·-;r- P. O. No. W i ~ -Y,")?.) AccountNo.f-{£zt>t02!0·~ END OF CONTRACT Storm Drain Cleaning / CCTV Inspection Services Project Project Number 2018-102 CONTRACT Page 4 OVERM-1 op In· SP .AC-c:>RCJ~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 02/28/2018 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 925-482-1000 ~\?!'JJACT Certificate Department Legacy Risk & Insurance Svcs CA License #OH66758 rt8.1il'o , Ext): 925-482-1000 I rffc. No): 925-482-1001 1850 Mt. Diablo Blvd , Ste #400 ~:..M_~!c--. Certificates@legacyrisk.net Walnut Creek, CA 94596 Chris Lang, CPCU , ARM INSURER!Sl AFFORDING COVERAGE NAIC# INSURER A : Tokio Marine Specialty Ins Co 23850 INSURED Overmiller Inc. dba INSURER B : Travelers Indemnity Co of Conn 25682 Roto Rooter Sewer Service INSURER C : Travelers Prop Cas Co of Am 25674 Fast Flow Inc. dba Roto Rooter Sewer Service INSURER D : Cypress Insurance Company 10855 195 Mason Circle Concord, CA 94520 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISS UED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING A NY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS • CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DES CRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EX CLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1NI~ TYPE OF INSURANCE ADDL SUBF POLICY NUMBER POLICY EFF POLICY EXP LIMITS '"<sn ""'n .... vvy IM••·--,., .. ,, ... A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000 ,000 I CLAIM S-MADE 0 OC CUR X PPK1716173 10/01/2017 10/01/2018 DAM AGE TO RENTED 100,000 PREM'""" t <'o $ $5,000 Bl/PD MED EXP /A nv one oerson\ $ excluded - Deductible/Occ -PER SO NAL & ADV INJU RY $ 1,000,000 R 'L AGGREGAT E LI MIT APPLIE S PE R: GENERAL AGG RE GA TE $ 2,000 ,000 0PRO-D 2,000,000 POLICY JE CT LOC PR ODU CTS · CO MP/OP AG G $ OTHER: $ B ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 /Fa accident\ $ X X ANY AUT O DT8109J050711TCT17 10/01/2017 10/01/2018 BODILY IN JUR Y /Per oers on\ $ -OWN ED ~ SC HEDULED -AUTO S ONLY -AUTO S BODILY INJUR Y /Per acc id ent) $ X HIRED X NON-OW NED iP~?~tc~d\~t?AMA GE $ -AUTO S ONL Y ,---AUT OS ONLY Comp/Coll $500/$1000 $ C X UMBRELLA LIAB ~ OCC UR EA CH OCC URR EN CE $ 3,000,000 ,--- EXCESS LIAB CLAIMS-MA DE ZUP91 M8665A 17NF 10/01/2017 10/01/2018 AGGRE GATE $ 3,000,000 X OED I I RETENTI ON $ 10,000 $ D WORKERS COMPENSATION X I ~ff TtJTF I I fJH-AND EMPLOYERS' LIABILITY YIN OVWC803807 ANY PROPRIETOR/PAR TNER/EX ECUTI VE D X 10/01/2017 10/01/2018 E.L . EA CH ACCIDENT $ 1,000 ,000 OFFICER/MEMBER EXCL UD ED? N/A (Mandatory in NH) E.L. DI SEAS E -EA EMPLOYEE $ 1,000,000 If yes , describe under 1,000 ,000 DE SC RIPTION OF OPERA TIO NS below E.L. DI SEAS E -POLI CY LI MIT $ C Equipment-Leased QT6605J724190TIL 17 10/01 /2017 10/01/2018 /Rented 125,000 C Crime QT6605J724190TIL 17 10/01/2017 10/01/2018 Limit 100,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attach ed if more space is required) RE : Storm Drain Cleanin~/ CCTV Inspection Services Prolect , Project No. 2018 -102. ADDITIONAL I SURED as respe cts to General iabilitr ~oop/primary/ noc/pRia) and Auto : City of Cupertino, a muni cipal corporation o t e State of Ca 1fornia, its City Council and their employees, r epres entatives, cons ultants, and agents, as additional insureds but only with CERTIFICATE HOLDER CANCELLATION CITYOFC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED )N City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE ~ t\~-r I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved . The ACORD name and logo are registered marks of ACORD NOTEPAD 1NSURED'S NAME Overmiller Inc. dba OVERM-1 OP ID: SP THE ENDORSEMENTS LIST IS FOR REFERENCE AND ONLY APPLY ONLY AS INDICATED ON THE FIRST PAGE OF THE CERTIFICATE AND WHEN REQUIRED BY WRITTEN CONTRACT GENERAL LIABILITY: Additional Insured, ongoing operations, per form CG20330413 Additional Insured, completed operations, per form CG20370413 Primary and non-contributory per form PICGLN0201013 Waiver of Subrogation per form CG24040509 AUTO LIABILITY Additional Insured and Waiver of Subrogation per form CAT3530215 !WORKERS COMPENSATION: Waiver of subrogation per form WC990410B0914 CRIME $5,000 Deductible RENTED EQUIPMENT $1,000 Deductible PAGE 2 Date 02/28/2018 NOTEPAD: HOLDER CODE INSURED'S NAME CITYOFC Overmiller Inc. dba OVERM-1 OP ID: SP respect to liability arising out of the activities of the named insured . See endorsement section B for excluded professional services . Waiver of subrogation applies to Workers Compensation . Date PAGE 3 02/28/2018 Insured: Overmiller Inc. dba Rota Rooter Sewer Service Fast Flow Inc. dba Rota Rooter Sewer Service Policy No.: PPK1716173 COMMERCIAL GENERAL LIABILITY CG20330413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who Is An Insured is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve , maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural , engineering or surveying services. CG 20 33 0413 © Insurance Services Office, Inc., 2012 Page 1 of 2 2. "Bodily injury" or "property damage" occurring after: a. All work, including materials , parts or equipment furnished in connection with such work, on the project (othe r than service, maintenance or repairs) to be performed by or on behalf of the add itional insured(s) at the location of the covered operat ions has been completed ; or b. That portion of "your work" out of which the in j ury 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. C. W ith respect to the insurance afforded to these additional insureds , the following is added to Section Ill -Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance : 1. Required by the contract or agreement you have entered into with the additional insured ; or 2. 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. Page 2 of2 © In sura nce Se rvic es Offi ce, In c., 20 12 CG 20 33 0413 Insured : Overmiller Inc. dba Roto Rooter Sewer Service Fast Flow Inc. dba Roto Rooter Sewer Service Policy No: PPK1716173 COMMERCIAL GENERAL LIABILITY CG20370413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations AS WHERE REQUIRED BY WRITTEN ALL COVERED LOCATIONS . CONTRACT PRIOR TO LOSS. Information required to complete th is Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused , in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only appl ies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insu red will not be broader than that which you are requ ired by the contract or agreement to prov ide for such additional insured . B. 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 ag reement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Requ ired by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less . This endo rsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG2037 0413 © Insurance Services Offic e , Inc., 20 12 Page 1 of 1 Insured: Overmiller Inc. dba Roto Rooter Sewer Service Fast Flow Inc . dba Roto Rooter Sewer Service Policy No: PPK1716173 PIC-GLN-020 (10/13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance , and all subparts thereof, as contained in the policy is deleted in its entirely and replaced with the following condition : 4. Other Insurance If all of the other insurance permits contribution by equal shares, we will follow this method unless the insured is required by written contract signed by both parties , to provide insurance that is primary and noncontributory, and the "insured contract" is executed prior to any loss. Where required by a written contract signed by both parties , this insurance will be primary and non-contributing only when and to the extent as required by that contract. However, under the contributory approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains , whichever comes first. If any of the other insurance does not permit contributory by equal shares , we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit if insurance to the total applicable limits of insurance of all insurers. All other terms, conditions and exclusions under the policy are applicable to this endorsement and remain unchanged . Page 1 of 1 Ins u red : Overmiller Inc . dba Roto Rooter Sewer Service Fast Flow Inc . dba Roto Rooter Sewer Service Po li cy No .: PPK1716 1 73 PIC-GLN-028 (08/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT WITH MAXIMUM POLICY AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): All projects performed by the Named Insured . Designated Construction Project General Aggregate Limit of Insurance: $ 2, 0 0 0, 0 0 0 Maximum Policy Aggregate Limit of Insurance: $ 5, 0 0 0, 0 0 0 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under SECTION I -COVERAGE A, and for all medical expenses caused by accidents under SECTION I -COVERAGE C, which can be attributed only to ongoing operations at a single Designated Construction Project shown in the SCHEDULE above: 1. A separate Designated Construction Project General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount shown in the SCHEDULE above. However, regardless of the number of construction projects and under no circumstances will we pay any more than the Maximum Policy Aggregate stated in the endorsement SCHEDULE above. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage " included in the "products-completed operations hazard" regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits." 3. Any payments made under Coverage A for damages or under Coverage C for medical expense shall reduce the Designated Construction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General Aggregate Limit for any other designated construction project shown in the SCHEDULE above. Page 1 of 2 Includes copyrighted material of Insurance Services Office , Inc., with permission . PIC-GLN-028 (08/14) 4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit and the Maximum Policy Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I -Coverage A, and for all medical expense caused by accidents under Section I -Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the SCHEDULE above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expense shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable ; and 2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit. They will however, contribute towards the Maximum Policy Aggregate. C. When coverage for liability arising out of the "products-completed operations hazard " is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. They will however, contribute toward the Maximum Policy Aggregate . D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables , the project will still be deemed to be the same construction project. E. The provisions of Section Ill -Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc ., with permission. Insured: Overmiller Inc. dba Roto Rooter Sewer Service Fast Flow Inc. dba Roto Rooter Sewer Service Policy No: PPK1716173 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION AS WHERE REQUIRED BY WRITTEN CONTRACT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above , will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above 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". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office , Inc ., 2008 Page 1 of 1 D I nsured: Overmiller Inc. dba Roto Rooter Sewer Service Po licy No.: PPK171617 3 COMMERCIAL GENERAL LIABILITY NPC7150711 ADDITIONAL INSURED or "CERTIFICATE" HOLDER NOTICE OF CANCELLATION-BLANKET THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: ALL COVERAGE FORMS If you are required by written contract to provide Notice of Cancellation (for reasons other than non- payment of premium or deductible reimbursement) to any additional insured or "certificate " holder under this policy , we agree to provide such Notice stating when , no less than 30 days from the date of mailing , such cancellation shall take effect. You agree that as a condition precedent to us providing such notice , you will provide us with a complete list of such additional insureds or "certificate " holders including appropriate designees and complete mailing addresses . Such list shall be provided no less than 7 days from the date it is electronically requested . Such list shall be in a format acceptable to us . If notice is mailed, proof of mailing is sufficient proof of notice . For purpose. of this er)dorsement , "certificate" shall mean a certificate of insurance issued as evidence of this insurance. · City of Cupert i no, a municipal corporation of the State of California, its City Council and their employees, representatives,consultants, and agents NPC 715 07 11 Page 1 of 1 Insured: Overmiller Inc. dba Roto Rooter Sewer Service, Fast Flow Inc. dba Roto Rooter Sewer Service Policy No.: DT8109J050711TCT17 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS F. HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE -GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A .1., Who Is An Insured , of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage . Coverage under this provision is afforded only un- til the 180th day after you acqui re or form the or- ganization or the end of the policy period, which- ever is earlier. The following is added to Paragraph c. in A.1., Who Is An Insured, of SEC T ION II -COV ERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization , that is signed and exec ut ed by yo u before the "bod i ly injury" or "property damage " occurs and that is in effect during the policy period , to be named as an addi- tional insu red is an "insured " for Covered Autos Li abilit y Coverage , bu t on ly fo r da mages to which H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF USE -INCREASED LIMIT I. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT J. PERSONALPROPERTY K. AIRBAGS L. N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. · C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COV - ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi - ness . 2. The following replaces Paragraph b. in B.5., Other Insurance , of SECTION IV -BUSI - NESS AUTO CONDITIONS : b. For Hired Auto Physical Damage Cover- age , the following are deemed to be cov- ered "autos" you own : (1) Any covered "auto" you lease, hire , rent or borrow; and (2) A ny covered "auto" hired or rented by you r "emp loyee " under a contract in an "employee 's" na me, wi t h you r CA T3 53 02 15 ©2015 Th e Trave lers Ind emnity Company . All ri g hts reserved. Pag e 1 of 4 Inc ludes copyrighted materi al of In sura nce Services Office , In c. with its perm ission . You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy , but we will only be liable to the same extent we would have been liable had you complied with the compulsory in - surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America , its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deducti- ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF USE -INCREASED LIMIT The following replaces the last sentence of Para - graph A.4.b., Loss Of Use Expenses , of SEC- TION Ill -PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION Ill -PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1 ,500 for temporary transportation expense in - curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE : Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is : (1) Owned by an "insured"; and COMMERCIAL AUTO (2) In or on your covered "auto ". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage . K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE : Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV -BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no - tice of the "accident" or "loss". :WAIVER O SOBROGJHION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us , of SECTION IV -BUSINESS AUTO CONDI - TIONS : 5. Transfer Of Rights Of Recovery Against Others To Us We wa ive any right of recovery we may have against any person or organization to the ex- te nt required of you by a written contract sig ned and executed prior to any "accident " or "loss", provided that the "accident " or "loss" arises out of operations contemplated by CA T3 53 0215 © 2015 Th e Travelers Indemnity Compa ny. All rig hts reserve d. Page 3 of 4 Inclu des c opy ri ghted m ateri al of In su rance Services Office, Inc. with its p erm ission . COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph 8.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV -BUSINESS AUTO CONDITIONS: The unintentional om1ss1on of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance . How- ever this provision does not affect our right to col - lect additional premium or exercise our right of cancellation or non-renewal. Page 4 of 4 © 2015 The Travelers Indemnity Company . All rights reserved . CA T3 53 0215 Includes copyrighted material of Insurance Services Office, Inc. with its permission . WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 0410B (Ed . 9-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS 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 . (Th is agreement applies on l y to the extent that you perform work under a written contract that requires you to obta i n this agreement from us .) The additional premium for this endorsement shall be 2 % of the total manua l premium otherwise due on such remuneration. The minimum premium for th is endorsement is $350 . This agreement shall not operate directly or ind i rectly to benefit anyone not named in the Schedule . BLANKET WAIVER Person/Organization Job Description All CA Operations SCHEDULE Blanket Waiver -Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver . Waiver Prem i um This endorseme nt changes the policy to which it is attached and is effective on the da te issued unless otherwise stated . (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effecti ve 10/01/2017 Policy No. OVWC803807 Endorsement No . Insured Prem ium$ Overmiller Inc. d ba Roto Rooter Sewer Service, Fast Flow Inc. dba Rota Roo t er Sewer Service Insurance Company Cypress Insurance Compa ny WC 99 04 10 8 (Ed . 9-1 4 ) N I{) 0 • D 0 0 O' ... u u 8 .. f- 0 0 0 .. H 0 0 .. :;: * <( I{) \!) \!) OJ :;: C1) N 0 0 u 'Sj' * ~ TRAVELERSJ POLICY DECLARATIONS EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE POLICY One Tower Square, Hartford, Connecticut 06183 POLICY NO.: ZUP-91M8665A-17-NF ISSUE DATE: 10/25/17 INSURING COMPANY: TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA 1. NAMED INSURED AND MAILING ADDRESS: OVERMILLER INC. 195 MASON CIRCLE CONCORD CA 94518 2. POLICY PERIOD: From 10/01/2017 to 10/01/2018 12:01 A.M. Standard Time at your mailing address. 3. LIMITS OF INSURANCE: COVERAGES LIMITS OF LIABILITY AGGREGATE LIMITS OF LIABILITY S3, 000, 000 S3,ooo,ooo General Aggregate Products-Completed Operations Aggregate EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY S3, 000, 000 Occurrence Limit subject to the General Aggregate CRISIS MANAGEMENT SERVICE EXPENSES 4. SELF INSURED RETENTION: s20,ooo S10,ooo all Crisis Management Events any one occurrence or event 5. PREMIUM: S71, 000. 00 Flat Charge Adjustable (See Premium Schedule) 6. TAXES AND SURCHARGES: S 7. On the effective date shown in Item 2., the Excess Follow-Form And Umbrella Liability Insurance Policy numbered above includes this Declarations Page and any forms and endorsements shown on the Listing Of Forms, Endorsements And Schedule Numbers. 8. If the Schedule Of Underlying Insurance includes any coverage provided on a claims- made basis, then the following disclaimer applies. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. 9. If the Schedule Of Underlying Insurance includes any coverage which includes defense expenses within the limits of liability, then the following disclaimer applies: DEFENSE EXPENSES ARE PAYABLE WITHIN, AND ARE NOT IN ADDITION TO, THE LIMITS OF INSURANCE WITH RESPECT TO SOME OR ALL OF THE COVERAGES PROVIDED. NAME AND ADDRESS OF AGENT OR BROKER: LEGACY RISK AND INS SERV P.O. BOX 8051 WALNUT CREEK CA 94596 OFFICE: SAN FRANCISCO, CA COUNTERSIGNED BY: Authorized Representative Date: _____________ _ EU 00 02 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 N Lrl 0 •o 8 0 .. u u 8 .. 1- 8 0 0 0 .. :;: * <( Lrl lD lD CX) :;: Ol N 0 0 u <t * UMBRELLA EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, IN PART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II - WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI -DEFINITIONS. SECTION I -COVERAGES A. COVERAGE A EXCESS FOLLOW-FORM LIABILITY 1. We will pay on behalf of the insured those sums, in excess of the "applicable underlying limit", that the insured becomes legally obligated to pay as damages to which Coverage A of this insurance applies, provided that the "underlying insurance" would apply to such damages but for the exhaustion of its applicable limits of insurance. If a sublimit is specified in any "underlying insurance", Coverage A of this insurance applies to damages that are in excess of that sublimit only if such sublimit is shown for that "underlying insurance" in the Schedule Of Underlying Insurance. 2. Coverage A of this insurance is subject to the same terms, conditions, agreements, exclusions and definitions as the "underlying insurance", except with respect to any provisions to the contrary contained in this insurance. 3. The amount we will pay for damages is limited as described in SECTION Ill -LIMITS OF INSURANCE. 4. For the purposes of Paragraph 1. above: a. The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance will be considered to be reduced or exhausted only by the following payments: (1) Payments of judgments or settlements for damages that are covered by that "underlying insurance". However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow-Form And Umbrella Liability Insurance, any such payments for damages that would not be covered by this Excess Follow- Form And Umbrella Liability Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance"; (2) Payments of "medical exp- enses" that are covered by that "underlying insurance" and are incurred for "bodily injury" caused by an accident that takes place during the policy period of this Excess Follow- Form And Umbrella Liability Insurance; or EU 00 01 07 16 © 70 1 R ThA Tr,.vAIAr,, lnrlAmnitv <.nmn;,nv All rinhtc ro.,or"ori p,,,,., 1 ,...f ?~ UMBRELLA (3) Payments of defense expenses that are covered by that "underlying insurance", only if such "underlying insurance" includes such payments within the limits of insurance. However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow- Form And Umbrella Liability Insurance, any such payments for defense expenses that would not be covered by this Excess Follow-Form And Umbrella Liability Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance". If the applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule · Of Underlying Insurance is actually reduced or exhausted by other payments, Coverage A of this insurance is not invalidated. However, in the event of a loss, we wi II pay only to the extent that we would have paid had such limit not been actually reduced or exhausted by such other payments. b. If any "underlying insurance" has a limit of insurance greater than the amount shown for that insurance in the Schedule of Underlying Insurance, this insurance will apply in excess of that greater amount. If any "underlying insurance" has a limit of insurance, prior to any reduction or exhaustion by payment of damages, "medical expenses" or defense expenses described in Paragraph a. above, that is less than the amount shown for that insurance in the Schedule Of Underlying Insurance, this insurance will apply in excess of the amount shown for such insurance in the Schedule Of Underlying Insurance. 5. When the "underlying insurance" applies on a claims-made basis and includes a retroactive date prov1s1on, the retroactive date for Coverage A of this insurance is the same as the retroactive date of that "underlying insurance". B. COVERAGE B -UMBRELLA LIABILITY 1. We will pay on behalf of the insured those sums in excess of the "self- insured retention" that the insured becomes legally obligated to pay as damages because of "bodily injury ", "property damage", "personal injury" or "advertising injury" to which Coverage 8 of this insurance applies. 2. Coverage 8 of this insurance applies to "bodily injury" or "property damage" only if: a. The "bodily injury" or "property damage" is caused by an "occurrence" that takes place anywhere in the world; b. The "bodily injury" or "property damage" occurs during the pol icy period; and c. Prior to the policy period, no insured listed under Paragraph 1. in Paragraph 8., COVERAGE 8 UMBRELLA LIABILITY, of SECTION II - WHO IS AN INSURED and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, in whole or in part, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. 3. Coverage 8 of this insurance applies to "personal injury" or "advertising injury" caused by an offense arising out of your business, but only if the offense was committed during the policy period anywhere in the world. 4. The amount we wi 11 pay for damages is limited as described in SECTION Ill -LIMITS OF INSURANCE. 5. "Bodily injury" or "property damage": a. Which occurs during the policy period; and b. Which was not prior to, but was during, the policy period known to have occurred by any insured listed under Paragraph 1. in Paragraph B., COVERAGE B UMBRELLA LIABILITY of SECTION 11 - WHO IS AN INSURED, or any "employee" authorized by you to give notice of an "occurrence" or claim; includes any continuation, change or resumption of the "bodily injury" or "property damage" after the end of the policy period. 6. "Bodily injury" or "property damage" wi 11 be deemed to have been known l!l 0 • 0 0 8 .. (J (J ~ 0 0 .. l- o 8 0 0 .. :;: * ct l!l (D (D co :;: ~ OJ C"II 0 0 (J "" * to have occurred at the earliest time when any insured Ii sted under Paragraph 1. in Paragraph 8., COVERAGE B -UMBRELLA LIABILITY, of SECTION II WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a. Reports al I, or any part, of the "bodily injury" or "property damage" to us or any other insurer; b. Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or c. Becomes aware by any other means that the "bodily injury" or "property damage" has occurred or has begun to occur. 7. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 8. Coverage B of this insurance does not apply to damages covered by any "underlying insurance" or that would have been covered by any "underlying insurance" but for the exhaustion of its applicable limit of insurance. C. COVERAGE C CRISIS MANAGEMENT SERVICE EXPENSES 1. We will reimburse the insured, or pay on the insured's behalf, "crisis management service expenses" to which Coverage C applies. 2. Coverage C of this insurance applies to "crisis management service expenses" that: a. Arise out of a "crisis management event" that first commences during the policy period; b. Are incurred by the insured, after a "crisis management event" first commences and before such event ends; and c. Are submitted to us within 180 days after the "crisis management advisor" advises you that the "crisis management event" no longer exists. 3. A "crisis management event" will be deemed to: a. First commence at the time when any "executive officer" first becomes aware of an "event" or "occurrence" that I eads to that "crisis management event"; and UMBRELLA b. End when we decide that the crisis no longer exists or when the Crisis Management Service Expenses Limit has been exhausted, whichever occurs first. 4. The amount we will pay for "crisis management service expenses" is limited as described in SECTION Ill - LIMITS OF INSURANCE. 5. A "self-insured retention" does not apply to "crisis management service expenses". 6. Any payment of "crisis management service expenses" that we make will not be determinative of our obligations under this insurance with respect to any claim or "suit" or create any duty to defend or indemnify any insured for any claim or "suit". D. DEFENSE AND SUPPLEMENTARY PAYMENTS 1. We will have the right and duty to defend the insured: a. Under Coverage A, against a "suit" seeking damages to which such coverage applies, if: (1) The "applicable underlying limit" is the applicable limit of insurance stated for a policy of "underlying insurance" in the Schedule Of Underlying Insurance and such limit has been exhausted solely due to payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A -EXCESS FOLLOW- FORM LIABILITY of SECTION I - COVERAGES; or (2) The "applicable underlying limit" is the applicable limit of any "other insurance" and such limit has been exhausted by payments of judgments, settle- ments or medical expenses, or related costs or expenses (if such costs or expenses reduce such limits). For any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance of this pol icy when such expenses are within the limits of insurance of the applicable "underlying insurance"; or b. Under Coverage B, against a "suit" seeking damages to which such coverage applies. 2. We have no duty to defend any insured against any "suit": EU 00 01 07 16 © 20 1 6 The Travelers Indemnity Company. All rights reserved. Paae 3 of 23 UMBRELLA a. Seeking damages to which this insurance does not apply; or b. If any other insurer has a duty to defend. 3. When we have the duty to defend, we may, at our discretion, investigate and settle any claim or "suit". In all other cases, we may, at our discretion, participate in the investigation, defense and settlement of any claim or "suit" for damages to which this insurance may apply. If we exercise such right to participate, all expenses we incur in doing so will not reduce the applicable limits of insurance. 4. Our duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements, or defense expenses if such expenses are within the limits of insurance of this policy. 5. We will pay, with respect to a claim we investigate or settle, or "suit" against an insured we defend: a. All expenses we incur. b. The cost of: (1) Bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which this insurance applies; or (2) Appeal bonds and bonds to release attachments; but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. c. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. d. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. e. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. f. Al I interest that accrues on the full amount of any judgment after entry of the judgment and before ""---A _.t:, ..... r\ we have paid, offered to pay or deposited in court the part of the judgment that is within the applicable limit of insurance. If we do not pay part of the judgment for any reason other than it is more than the applicable limit of insurance, we will not pay any interest that accrues on that portion of the judgment. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE A -EXCESS FOLLOW-FORM LIABILITY, these payments will not reduce the applicable limits of insurance, but only if the applicable "underlying insurance" provides for such payments in addition to its limits of insurance. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE B UMBRELLA LIABILITY, these payments will not reduce the applicable limits of insurance. SECTION II -WHO IS AN INSURED A. COVERAGE A EXCESS FOLLOW-FORM LIABILITY With respect to Coverage A, the following persons and organizations qualify as insureds: 1. The Named Insured shown in the Declarations; and 2. Any other person or organization qualifying as an insured in the "underlying insurance". If you have agreed to provide insurance for that person or organization in a written contract or agreement: a. The limits of insurance afforded to such person or organization will be: (1) The amount by which the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement exceed the total limits of insurance of all applicable "underlying insurance"; or (2) The limits of insurance of this policy; whichever is less; and b. Coverage under this policy does not apply to such person or organization if the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement are wholly within the total limits of insurance of all available applicable "underlying insurance". c1 , nn n1 n"T 1t:1 " In 0 •o 8 0 CJ CJ 8 f-- 0 8 .... 8 .. ::.: * <t Lil (.l) (.l) co ::.: .... Ol N 0 0 CJ <:I" * B. COVERAGE 8 -UMBRELLA LIABILITY With respect to Coverage B: 1. The Named Insured shown in the Declarations is an insured. 2. If you are: a. An individual, your spouse is also an insured, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, your members are also insureds, but only with respect to the conduct of your business. Your managers are also insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, your "officers" and directors are also insureds, but only with respect to their duties as your "officers" or directors. Your stockholders are also insureds, but only with respect to their liability as stockho I ders. e. A trust, your trustees are also insureds, but only with respect to their duties as trustees. 3. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of you,r business, or your "employees", other than either your "officers" {if you are an organization other than a partnership, joint venture or limited liability company) or your managers {if you are a limited I iability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal 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 UMBRELLA course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "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 Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services . Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you wi 11 be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Property damage" to property: (a) Owned, occupied or used by; or (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees" or "volunteer workers", any of your partners or members {if you ar e a partnership or joint venture), or any of your members {i f you are a limited liabili t y company). EU 00 01 07 16 © 20 16 The Trav el e r s lndemnitv Cnmn:mv. All r i nhk r"~''"""'rt UMBRELLA b. Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Unti I your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative wi II have all your rights and duties under this insurance. 4. Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, on the first day of the policy period is an insured and will qualify as a Named Insured. No such organization is an insured or will qualify as a Named Insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an offense committed after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 5. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, is an insured and 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 1aoth day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage for such organization does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal injury" or "advertising injury" arising out of an offense committed; before you acquired or formed the organization. No person or organization is an insured or will qualify as a Named 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. This paragraph does not apply to any such · partnership, joint venture or limited liability company that otherwise qualifies as an insured under Paragraph B. of SECTION II -WHO IS AN INSURED. C. COVERAGE C CRISIS MANAGEMENT SERVICE EXPENSES With respect to Coverage C, the following persons and organizations are insureds and will qualify as Named Insureds: 1. The Named Insured shown in the Declarations. 2. Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, on the first day of the policy period. No such organization is an insured or will qualify as a Named Insured for "crisis management service expenses" arising out of a "crisis management event" that first commences after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 1aoth day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage for such organization does not appl'>". to "crisis management service expenses" arising out of a "crisis manage- ment event" that occurred before you acquired or formed the organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis management event" after the date you acquired or formed the organization. ~I I ft ft l'\4 I\-, o11 I:! \~ in 0 Cl 0 8 t) t) .... 0 0 I- 0 0 0 ..... 0 0 .. :;: * .... (X) 0 .... <t in (S) (S) (X) :;: .... OJ C'I 0 0 t) <t * No person or organization is an insured or will qualify as a Named 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. SECTION 111 -LIMITS OF INSURANCE A. B. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay for the amounts described below to which this insurance applies regardless of the number of: 1. Insureds; 2. Claims made or "suits" brought; 3. Number of vehicles involved; 4. Persons claims or 5. Coverages insurance. or organizations bringing "suits"; or provided under making this As indicated in Paragraph D.1. of SECTION I -COVERAGES, for any "suit" for which we have the right and duty to defend the insured under Coverage A. defense expenses will be within the limits of insurance of this policy when such ~xpenses are within the limits of insurance of the applicable "underlying insurance". The General Aggregate Limit is the most we will pay for the sum of all: 1. Damages; and 2. Defense expenses if such expenses are within the limits of insurance of this policy; except: 1. Damages and defense expenses because of "bodily injury" or "property damage" included in the "auto hazard"; ~ Damages and defense expenses because of "bodily injury" or "property damage" included in the "products-comp I eted operations hazard"; or 3. Damages and defense expenses for which insurance is provided under any Aircraft Liability coverage included as "underlying insurance" to which no aggregate Ii m it app Ii es. C. The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of al I: 1. Damages; and 2. Defense expenses if such expenses are within the limits of insurance of this policy; UMBRELLA because of "bodily injury" or "property damage" included in the "products- completed operations hazard". D. Subject to Paragraph 8. or C. above, whichever applies, the Occurrence Limit is the most we will pay for the sum of all: 1. Damages, and defense expenses if such expenses are within the limits of insurance of this policy, under Coverage A arising out of any one "event" to which the "underlying insurance" applies a limit of insurance that is separate from any aggregate limit of insurance; and 2. Damages under Coverage B because of all "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any one "occurrence". For the purposes of determining the applicable Occurrence Limit, all related acts or omissions committed in the providing or failing to provide first aid or "Good Samaritan services" to any one person will be considered one "occurrence". E. The Crisis Management Service Expenses Limit is the most we will pay for the sum of all "crisis management service expenses" arising out of all "crisis management events". Payment of such "crisis management service expenses" is i n addition to, and will not reduce, any other limit of insurance of this policy. F. The limits · of insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations. If the policy period is extended after issuance for an additional period of less than 12 months, the additional period will be deemed part of the last preceding period for purposes of determining the limits of insurance. SECTION IV -EXCLUSIONS This insurance does not apply to: A. With respect to Coverage A and Coverage B: 1. Asbestos a Damages arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the damages are caused or contributed to by the hazardous properties of asbestos. b. Damages arising out of the actual or alleged presence or actual , alleged or threatened dispersal of EU 00 01 07 16 © 2016 The Traveler~ lndemnitv C:nm n ;inv. All rinht<: rocornorl P::,nc 7 l"\f ? '< UMBRELLA any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any damages described in Paragraph a above. c. Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (2) Claim or "suit" by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, clean- ing up, removing, containing, treating, detoxifying or neutral- izing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. 2. Employment-Related Practices Damages because of injury to: a. A person arising out of any: (1) Refusal to employ that person; (2) Termination of that person's employment; or (3) Employment-related practice, policy, act or omission, such as coercion, demotion, evaluat- ion, reassignment, discipline, failure to promote or advance, harassment, humiliation, dis- crimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprison-ment, applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or b. The spouse, child, parent, brother or sister of that person as a consequence of injury to that person as described in Paragraphs a.(1 ), (2) or (3) above. This exclusion applies: a Whether the insured may be liable as an employer or in any other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the injury. 3. ERISA, COBRA And Similar Laws Any obligation of the insured under: a. The Employees Retirement Income Security Act Of 1974 (ERISA) or any of its amendments; b. The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or any of its amendments; or c. Any similar common or statutory law of any jurisdiction. 4. Medical Expenses Or Payments Any obligation of the insured under any "medical expenses" or medical payments coverage. 5. Nuclear Material Damages arising out of: a. The actual, alleged or threatened exposure of any person or property to; or b. The "hazardous properties" of; any "nuclear material". As used in this exclusion: a. "Hazardous radioactive, properties; properties" includes toxic or explosive b. "Nuclear material" means "source material", "special nuclear material" or "by-product material"; and c. "Source material", "special nuclear material" and "by-product mater- ial" have the meanings given them in the Atomic Energy Act of 1954 or any of its amendments. 6. Uninsured or Underinsured Motorists, No- Fault And Similar Laws Any liability imposed on the insured, or the insured's insurer, under any of the following laws: a. Uninsured motorists; b. Underinsured motorists; c. Auto no-fault or other first-party personal injury protection (PIP); d. Supplementary uninsured/underinsured (New York); or motorists e. Medical expense benefits and income loss benefits (Virginia). r-1 I ftft ftolll ft-.. n "' U1 0 Cl 0 0 0 u u ~ 0 0 " f- 0 0 0 0 0 .. :a * <( U1 U> U> CX) :a Ol N 0 0 u 'SI' * 7. War Damages arising out of: a. War, including undeclared or civil war; or b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 8. Workers Compensation And Similar Laws Any obligation of the insured under a workers compensation, disability benefits or unemployment compensation law or any similar law. B. With respect to Coverage B: 1. Expected Or Intended Bodily Injury Or Property Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 2. Contractual Liability "Bodily injury", "property damage", "personal injury" or "advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. 3. Liquor Liability "Bodily injury" or "property damage" for which any insured may be liable by reason of: a. Causing or contributing to the intoxication of any person, including causing or contributing to the intoxication of any person because alcoholic beverages were permitted to be brought on your premises for consumption on your premises; b. The furnishing of beverages to a person legal drinking age or influence of alcohol; or alcoholic under the under the c. Any statute, ordinance or regulation relating to the sale, UMBRELLA ' gift, distribution or use of a I coho Ii c beverages. 4. Employers Liability "Bodily injury" to: a An "employee" of the insured arising out of and in the course of: (1) Employment by the insured; or (2) Performing duties related to the conduct of the insured's business; or b. The spouse, child, parent, brother or sister of that "employee" as a consequence of "bodily injury" described in Paragraph a above. This exclusion applies: a. Whether the insured may be liable as an employer or in any . other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury". 5. Pollution a. "Bodily injury", "property damage",· "personal injury" or "advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants". b. Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory require- ment that any insured or any other person or organization test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or "suit" by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, contain- ing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". 6. Aircraft "~o~ily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". EU 00 01 07 16 © 20 1 n The Travelers lndAmnitv C:nmn:mv. All rinhtc: r"""r""rl P~n<> Q nf ?~ UMBRELLA This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft that is owned or operated by or rented or loaned to any insured. 7. Auto "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any "auto". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any "auto". This exclusion does not apply to "bodily injury" or "property damage" caused by an "occurrence" that takes place outside of the United States of America (including its territories and possessions), Puerto Rico and Canada. 8. Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to a watercraft: a. While ashore on premises owned by or rented to any insured; or b. That is 50-feet long or less and that: (1) You own; or ,-,. ___ "n -L ",_. (2) You do not own and is not being used to carry any person or property for a charge. 9. Electronic Data Damages claimed for the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". 10. Damage To Property, Products Or Work "Property damage" to: a Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person or organization, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; b. Premises you sell, give away or abandon if the "property damage" arises out of any part of those premises; c. Property loaned to you; d. Personal property in the care, custody or control of the insured; e. That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations if the "property damage" arises out of those operations; f. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it; g. "Your product" arising out of "your product" or any part of it; or h. "Your work" arising out of "your work" or any part of it and included in the "products- completed operations hazard". 11. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property", or property ttiat has not been physically injured, arising out of: a. A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b. A delay or failure by you, or anyone acting on your behalf, to fulfill the terms of a contract or agreement. ~I I Aft A• ft-• ~ " LO 0 • Cl 0 0 0 .. u u 8 .. .... 0 0 0 H 8 .. ::;: * LO co -r- 0 or- <( LO lD lD co ::;: -Ol N 0 0 u <:I" * This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. 12. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a. "Your product"; b. "Your work"; or c. "Impaired property"; if such product, work or property is withdrawn or rec al led from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 13. Violation Of Consumer Financial Protection Laws "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of a "consumer financial protection law", or any other "bodily injury", "property damage", "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such violation. 14. Unsolicited Communication "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". 15. Access Or Disclosure Of Confidential Or Personal Inf or mat ion "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. 16. Knowing Violation Of Rights Of Another "Personal injury" or "advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal injury" or "advertising injury". UMBRELLA . 17. Material Published With Knowledge Of Falsity "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. 18. Material Published Or Used Prior To Policy Period a. "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or b. "Advertising injury" arising out of infringement of copyright, "title" or "slogan" in your "advertise- ment" whose first infringement in your "advertisement" was committed before the beginning of the policy period. 19. Criminal Acts "Personal injury" or "advertising injury" arising out of a criminal act committed by or at the direction of the insured. 2 0. Breach Of Contract "Personal injury" or "advertising injury" arising out of a breach of contract. 21. Quality Or Performance Of Goods Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". 22. Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". 23. Intellectual Property "Personal injury" or "advertising injury" arising out of any actual or alleged infringement or violation of any of the fol lowing rights or laws, or any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation: a. Copyright; b. Patent; c. Trade dress; d. Trade name; EU 00 01 07 16 © 2016 The Traw'!IP.r<:: lndP.mnitv <.nmn:mv All rinht<, roeorno,-1 p.,.,..,, 1 1 ,....f ')'J UMBRELLA e. Trademark; f. Trade secret; or g. Other intellectual property rights or laws. This exclusion does not apply to: a. "Advertising injury" arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or b. Any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". 24. Insureds In Media And Internet Type Business "Personal injury" injury" arising out committed by an business is: or "advertising of an offense insured whose a. Advertising, publishing; "broadcasting" or b. Designing or determining content of web-sites for others; or c. An Internet search, access, content or service provider. This exclusion does not apply to Paragraphs a(1), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: a. Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and b. The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. 25. Electronic Chatrooms Or Bulletin Boards "Personal injury" or "advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or over which the insured exercises control. 26. Unauthorized Use Of Another's Name Or Product "Personal injury" or "advertising injury" arising out of the unauthorized use of another's name or product in your e-mai I address, domain name or metatag, or any other similar tactics to mislead another's potential customers. C. With respect to Coverage C: Newly Acquired, Controlled Or Formed Entities "Crisis management service expenses" arising out of a "crisis management event" that involves any organization you newly acquire or form and that occurred prior to the date you acquired or formed that organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis management event" after the date you acquired or formed such organization. SECTION V -CONDITIONS A. APPEALS 1. If the insured or the insured's "underlying insurer" elects not to appeal a judgment which exceeds the "applicable underlying limit" or "self- insured retention", we may do so. 2. If we appeal such a judgment, we will pay all costs of the appeal. These payments wi 11 not reduce the applicable limits of insurance. In no event will our liability exceed the applicable limit of insurance. B. BANKRUPTCY 1. Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this insurance. 2. In the event of bankruptcy or insolvency of any "underlying insurer", this insurance will not replace such bankrupt or insolvent "underlying insurer's" policy, and this insurance will apply as if such "underlying insurer" had not become bankrupt or insolvent. C. CANCELLATION 1. The first Named Insured shown in the Declarations may cancel this insurance by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this insurance by mai I ing or delivering to such first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. 60 days before the effective date of cancellation if we cancel for any other reason. ~I I ft.ft 1\4 I'\-, .. ~ "' ll'l 0 0 0 0 0 u u .. r- 0 8 .... 0 0 .. ::;: * <t ll'l lO lO co ::;: ~ 01 N 0 0 u 'I" * 3. We will mail or deliver our notice to such first Named lnsured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this insurance is cancelled, we will send such first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If such first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. D. CHANGES This policy contains all the agreements between you and us concerning the insurance afforded. No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this policy. E. CURRENCY Payments for damages or expenses described in Paragraph 5. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, of SECTION I -COVERAGES will be in the currency of the United States of America. At our sole option, we may make these payments in a different currency. Any necessary currency conversion for such payments will be calculated based on the rate of exchange published in the Wall Street Journal immediately preceeding the date the payment is processed. F. DUTIES REGARDING AN EVENT, OCCURRENCE, CLAIM OR SUIT 1. You must see to it that we are notified as soon as practicable of an "event" or "occurrence" which may result in a claim under this insurance. To the extent possible, notice should include: a. How, when and where the "event" or "occurrence" took place; b. The names and addresses of any persons or organizations sustaining injury, damage or loss, and the names and addresses of any witnesses; and c. The nature and location of any injury or damage arising out of the "event" or "occurrence". 2. If a claim is brought against may result in made or "suit" is any insured which a claim under this UMBREL.LA insurance, you must see to it that we receive written notice of the claim or "suit" as soon as practicable. 3. With respect to Coverage A, the insured must: a. Cooperate with us in the investigation, settlement or defense of any claim or "suit"; b. Comply with the terms of the "underlying insurance"; and c. Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of the injury, damage or loss for which insurance is provided under this policy or any policy of "underlying insurance". 4. With respect to Coverage B, the insured must: a Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; b. Authorize us to obtain necessary records and other information; c. Cooperate with us in the investigation, settlement or defense of any claim or "suit"; and d. Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which Coverage B may apply. 5. No insured will, except at that insured's own expense, voluntarily make a -payment, assume any obligation, make any admission or incur any expense, other than for first aid for "bodily injury" covered by this insurance, without our consent. 6. Knowledge of an "event", "occurrence", claim or "suit" by your agent, servant or "employee" will not constitute knowledge by you, unless your insurance or risk manager, or anyone working in the capacity as your insurance or risk manager, or anyone you designate with the responsibility of reporting an "event", "occurrence", claim or "suit": a. Has received notice of such "event", "occurrence", claim or "suit" from such agent, servant or "employee"; or b. Otherwise has knowledge of such "event", "occurrence", claim or "suit". EU 00 01 07 16 (c) ?n 1 R Th,::i, Tr.:1\lt::1larc: lnrlomnih, rnrnn!ln\l llll ,-inh+ ... ,..,..,..,., ......... ....1 UMBRELLA G. DUTIES REGARDING A CRISIS MANAGEMENT EVENT You must: 1. Notify us within 30 days of a "crisis management event" that may result in "crisis management service expenses". 2. Provide written notice of the "crisis management event" as soon as practicable. To the extent possible, notice should include: a. How, when and where that "crisis management event" took place; b. The names and addresses of any persons or organizations sustaining injury, damage or loss, and the named and addresses of any witnesses; c. The nature and location of any injury or damage arising out of that "crisis management event"; and d. The reason that "crisis management event" is likely to involve damages covered by this insurance in excess of the "applicable underlying limit" or "self-insured retention" and involve regional or national media coverage. H. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate to this insurance: 1. At any time during the policy period; 2. Up to three years after the end of the policy period; and 3. Within one year after final settlement of all claims under this insurance. I. EXTENDED REPORTING PERIOD OPTION 1. When the "underlying insurance" applies on a claims-made basis, any automatic or basic "extended reporting period" in such "underlying insurance" will apply to this insurance. 2. When the "underlying insurance" applies on a claims-made basis and you elect to purchase an optional or supplemental "extended reporting period" in such "underlying insurance," that "extended reporting period" will apply to this insurance only if: a. A written request to purchase an Extended Reporting Period endorsement for this insurance is made by you and received by us within 90 days after the end of the policy period; b. You have paid all premiums due for this policy at the time you make such request; c. You promptly pay the additional premium we charge for the Extended Reporting Period endorsement for this insurance when due. We will determine that additional premium after we have received your request for the Extended Reporting Period endorsement for this insurance. That · additional premium is not subject to any limitation stated in the "underlying insurance" on the amount or percentage of additional premium that may be charged for the "extended reporting period" in such "underlying insurance"; and d. That Extended Reporting Period endorsement is issued by us and made a part of this policy. 3. Any Extended Reporting Period endorsement for this insurance will not reinstate or increase the Limits of Insurance or extend the policy period. 4. Except with respect to any provisions to the contrary contained in Paragraphs 1., 2. or 3. above, all provisions of any option to purchase an "extended reporting period" granted to you in the "underlying insurance" apply to this insurance. J. INSPECTIONS AND SURVEYS 1. We have the right but are not obligated to: a. Make inspections and any time; b. Give you reports conditions we find; and c. Recommend changes. surveys at on the 2. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the pub I ic. We do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. K. LEGAL ACTION AGAINST US 1. No person or organization has a right under this insurance: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or .-1 I ftft ft• ft-.. ,,. , ... in 0 Cl 0 0 0 u u ~ 0 0 .. I- 0 0 0 .... 0 0 .. :;: * 0) CX) ~ 0 ~ <( in (I) (I) CX) :;: ~ 0) (',j 0 0 u q- * L. b. To sue us on this insurance unless all of its terms have been fully complied with. 2. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured. We will not be liable for damages that: a. Are not payable under the terms of this insurance; or b. Are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. MAINTENANCE OF UNDERLYING INSURANCE 1. The insurance afforded by each policy of "underlying insurance" will be maintained for the full policy period of this Excess Follow-Form And Umbrella Liability Insurance. This provision does not apply to the reduction or exhaustion of the aggregate limit or limits of such "underlying insurance" solely by payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A - EXCESS FOLLOW-FORM LIABILITY of SECTION I COVERAGES. As such policies expire, you will renew them at limits and with coverage at least equal to the expiring limits of insurance. If you fail to comply with the above requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had you complied with the above requirements. 2. The first Named Insured shown in the Declarations must give us written notice of any change in the "underlying insurance" as respects: a. Coverage; b. Limits of insurance; c. Termination of any coverage; or d. Exhaustion of aggregate limits. 3. If you are unable to recover from any "underlying insurer" because you fai I to comply with any term or condition of the "underlying insurance", Coverage A is not invalidated. However, we will pay for any loss only to the extent that we would have paid had you complied with that term or condition in that "underlying insurance". UMBRELLA M. OTHER INSURANCE This insurance is excess over any valid and collectible "other insurance" whether such "other insurance" is stated to be grimar , contributing, excess, contingent or otherwise. This provision does not apply to a policy bought specifically to apply as excess of this insurance. However, if you specifically agree in a written contract or agreement that the insurance provided to any person or organization that qualifies as an insured under this insurance must apply on a primary basis, or a primary and non- contributory basis, then insurance provided under Coverage A is subject to the following provisions: 1. This insurance wi 11 apply before any "other insurance" tba is available to such ado1tional insured which covers that person or organi-zation as a named insured, and we will not share with that "other insurance", provided that the injury or damage for which coverage is sought is caused by an "event" that takes place or is committed subsequent to the signing of that contract or agreement by you. 2. This insurance is sti II excess over any valid and collectible "other insurance", whether primary, excess, contingent or otherwise, which covers that person or organization as an additional insured or as any other insured that does not qualify as a named insured. N. PREMIUM 1. The first Named Insured shown in the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums. 2. If the premium is a flat charge, it is not subject to adjustment except as provided in Paragraph 4. below. 3. If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of the policy period, or at the end of each year of the policy period if the policy period is two years or longer, at the rate shown in the Declarations, subject to the Minimum Premium. 4. Additional premium may become payable when coverage is provided for additional insureds under the provisions of SECTION II -WHO IS AN INSURED. 0. PREMIUM AUDIT The premium for amount stated in Declarations. The this policy Item 5. premium is is of a the the flat EU 00 01 07 16 © 20 1 6 The Trav elers lndemnitv Cnmoanv. All riaht<:: r .. <:: .. rv .. rl UMBRELLA charge unless it is specified in the Declarations as adjustable. P. PROHIBITED COVERAGE UNLICENSED INSURANCE 1. With respect to I oss sustained by any insured in a country or jurisdiction in which we are not licensed to provide this insurance, this insurance does not apply to the extent that insuring such loss would violate the laws or regulations of such country or jurisdiction. 2. We do not assume responsibility for: a The payment of any fine, fee, penalty or other charge that may be imposed on any person or organization in any country or jurisdiction because we are not licensed to provide insurance in such country or jurisdiction; or b. The furnishing of certificates or other evidence of insurance in any country or jurisdiction in which we are not licensed to provide insurance. 0. PROHIBITED COVERAGE TRADE OR ECONOMIC SANCTIONS We will provide coverage for any loss, or otherwise will provide any benefit, only to the extent that providing such coverage or benefit does not expose us or · any of our affiliated or parent companies to: 1. Any trade or economic sanction under any law or regulation of the United States of America; or 2. Any other applicable trade or economic sanction, prohibition or restriction. R. REPRESENTATIONS By accepting this insurance, you agree: 1. The statements in the Declarations and any subsequent notice relating to "underlying insurance" are accurate and complete; 2. Those statements are based upon representations you made to us; and 3. We have issued this insurance in reliance upon your representations. S. SEPARATION OF INSUREDS Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured shown in the Declarations, this insurance applies: 1. As if each Named Insured were the only Named Insured; and 2. Separately to each insured against whom claim is made or "suit" is brought. T. WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 1. If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us and the insured must do nothing after loss to impair them. At our request, the insured will bring suit or · transfer those rights to us and help us, and with respect to Coverage A, the "underlying insurer", enforce them. If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against that person or organization, but only for payments we make because of an "event" that takes place or is committed subsequent to the execution of that contract or agreement by such insured. 2. Reimbursement of any amount recovered wi II be made in the following order: a. First, to any person or organization (including us or the insured) who has paid any amount in excess of the applicable limit of insurance; b. Next, to us; and c. Then, to any person or organization (including the insured and with respect to Coverage A, the "underlying insurer") that is entitled to claim the remainder, if any. 3. Expenses incurred in the process of recovery will be divided among all persons or organizations receiving amounts recovered according to the ratio of their respective recoveries. U. TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS INSURANCE 1. Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. 2. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. r-1 I Aft ft• ft-•#!& "' I!) 0 0 8 0 .. CJ CJ 1- 8 0 .... 0 0 .. :;: * <( I!) tD tD co :;: ~ OJ N 0 0 CJ 'SI" * V. UNINTENTIONAL OMISSION OR ERROR The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. W. WHEN LOSS IS PAYABLE If we are liable under this insurance, we will pay for injury, damage or loss after: 1. The insured's liability is established by: a. A court decision; or b. A written agreement between the claimant, the insured, any "underlying insurer" and us; and 2. The amount of the "applicable underlying limit" or "self-insured retention" is paid by or on behalf of the insured. SECTION VI -DEFINITIONS A. With respect to all coverages of this insurance: 1. "Applicable underlying limit" means the sum of: a. The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying. l_nsuran~e subject to the prov1s1ons in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A EXCESS FOLLOW- FORM LIABILITY of SECTION I COVERAGES; and b. The applicable limit of insurance of any "other insurance" that applies. The limits of insurance in any policy of "underlying insurance" will apply even if: a. The "underlying insurer" claims the insured failed to comply with any term or condition of the policy; or b. The "underlying insurer" becomes bankrupt or insolvent. 2. "Auto hazard" means all "bodily injury" and "property damage" to which liability insurance afforded under an auto policy of "underlying insurance" would apply but for the exhaustion of its applicable limits of insurance. UMBRELLA 3. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 4. "Event" means an "occurrence", offense, accident, act, error, omission, wrongful act or loss. 5. "Extended reporting period" means any period of time, starting with the end of the policy period of your claims-made insurance, during which claims or "suits" may be first made, brought or reported for that insurance. 6. "Medical expenses" means expenses to which any Medical Payments section of any policy of Commercial General Liability "underlying insurance" applies. 7. "Other insurance" means insurance, or the funding of losses, that is provided by, through or on behalf of: a. Another insurance company; b. Us or any of our affi I iated insurance companies; c. Any risk retention group; d. Any self-insurance method or program, in which case the insured wi 11 be deemed to be the provider of such insurance; or e. Any similar risk transfer or risk management method. "Other insurance" does not include: a. Any "underlying insurance"; or b. Any policy of insurance specifically purchased to be excess of the limits of insurance of this policy shown in the Declarations. 8. "Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: EU 00 01 07 1n (c) ?fl 1 R Th,:. Tr:1\/olorc::: Jnrfomnih, rnmn:in\/ a11 rinhtl"' ,.,..,. ............ ,.,i UMBRELLA (a) When all the work called for in your contract has been completed; (b) When all the work to be done at the job site has been completed if your contract cal Is for work at more than one job site; or (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another con- tractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, wi II be treated as completed. b. Does not include "bodily injury" or "property damage" arising out · of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification listed in a policy of Commercial General Liability "underlying insurance" states that products- completed operations are subject to the General Aggregate Limit. 9. "Suit" means a civil proceeding which alleges damages. "Suit" includes: a. An arbitration proceeding in which damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding to which the insured submits with our consent. 10. "Underlying insurance": a. Means the policy or policies of insurance listed in the Schedule Of Underlying Insurance. b. Includes any renewal or replace- ment of such policies if such renewal or replacement is during the policy period of this Excess Follow-Form And Umbrella Liability Insurance. c. Does not include any part of the policy period of any of the policies described in Paragraphs a. or b. above that began before, or that continues after, the policy period of this Excess Follow-Form And Umbrella Liability Insurance. 11. "Underlying insurer" means any insurer which provides a policy of insurance listed in the Schedule Of Underlying Insurance. B. With respect to Coverage B and, to the extent that the fol lowing terms are not defined in the "underlying insurance", to Coverage A: 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or · services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are pub I ished include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Advertising injury": a. Means injury, other than "personal injury", caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light; or ('j l{) 0 a 0 0 0 .. u u .. 1- 8 0 H 8 .. ::;: * <t l{) (J) (J) co ::;: 0) N 0 0 u 'S1" * (3) Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims owner- ship of such copyright, "title" or "slogan". b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 3. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 4. "Bodily injury" means: a. Physical harm, including sickness or disease, sustained by a person; or b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. 5. "Broadcasting" means transmitting any audio or visual material for any purpose: a. By radio or television; or b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment, educat- ional, instructional, music or news programming being trans- mitted; or (3) Advertising transmitted with any such programming. 6. "Consumer financial identity information" means any of the following information for a person that is used or collected for the purpose of serving as a factor in establishing such person's eligibility for personal credit, insurance or employment or for the purpose of conducting a business transaction: a. Part or all of the account number, the expiration date or the balance UMBRELLA of any credit, debit, bank or other financial account; b. Information bearing on a person's credit worthiness, credit standing or credit capacity; c. Social security number; d. Driver's license number; or e. Birth date. 7. "Consumer financial protection law" means: a The Fair Credit Reporting Act (FCRA) and amendments, and Accurate Act (FACT A); any of its including the Fair Credit Transactions b. California's Song-Beverly Credit Card Act and any of its amendments; or c. Any other law or regulation that restricts or prohibits the collection, dissemination, trans- mission, distribution or use of "consumer financial identity information". 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 10. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 11. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 12. "Loading or unloading" means the handling of property: a. After it is moved from the p I ace where it is accepted for movement into or onto an aircraft, EU 00 01 07 16 © 20 16 The Travelers lndP.mnitv Cnmn;mv. All rinhk r<><:crncrl UMBRELLA watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 13."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads. b. Vehicles maintained for use solely on or next to premises you own or rent. c. Vehicles that travel treads. on crawler d. Vehicles, whether not, maintained provide mobility mounted: self-propelled or primarily to to permanently (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers. e. Vehicles not described in Paragraph a, b., c. or d. above · that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers. f. Vehicles not described in Paragraph a, b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. · However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". 14. "Occurrence" means: a. With respect to "bodily injury" or "property damage": (1) An accident, including contin- uous or repeated exposure to substantially the same general harmful conditions, which results in "bodily injury" or "property damage". All "bodily injury" or "property damage" caused by such exposure to substantially the same general harmful conditions will be deemed to be caused by one "occurrence"; or (2) An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor, unless you are in the business or occupation of providing professional health care services; b. With respect to "personal injury", an offense arising out of your business that results in "personal injury". All "personal injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits"; and ('I in 0 Cl 0 0 0 CJ CJ ~ 0 0 f- 0 8 0 0 .. ::;: * <t in \l) \l) co ::;: ~ 01 ('I 0 0 CJ <t * c. With respect to "advertising injury", an offense committed in the course of advertising your goods, products and services that results in "advertising injury". All "advertising injury" caused by the same or related injurious material, act or offense wi 11 be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits". 15. "Officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 16. "Persona I injury": a. Means miury, other than "advertising injury", caused by one or more of the following offenses: (1) False arrest, detention or imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic me·ans, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been s I andered or Ii be I ed, or that claims to have had its goods, products or services disparaged; or (5) Oral or written publication, including publication by electronic means, of material that: (a) Appropriates a person's name, voice, photograph or likeness; or (bl Unreasonably places a person in a false light. UMBRELLA b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 17. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 18; "Property damage" means: a. Physical miury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 19. "Self-insured retention" is the greater of: a. The amount shown in the Declarations which the insured must first pay under Coverage B for damages because of al I "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any one "occurrence"; or b. The applicable limit of insurance of any "other insurance" that applies. 20. "Slogan": a. Means a phrase that others use for ~he purpose of attracting attention in their advertising. b. Does not include a phrase used as, or in, the name of: (1) Any person or organization other than you; or (2) Any business, or any of the premises, goods, products, services or work, of any person or organization other than you. 21. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 22. "Title" means the name of a literary or artistic work. EU 00 01 07 16 © ,' n 1 R ThP. Tr;,vP.IP.r<: lnrl,amnitv r.nmn;inv A II r i nhtc rP<:<>rHCN P,:,r,c ? 1 '"'f ?':l UMBRELLA 23. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 24. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed by you. 25. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, dura- bility, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 26. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. C. With respect to Coverage C: 1. "Crisis management advisor" means any public relations firm or crisis management firm approved by us that is hired by you to perform "crisis management services" in connection with a "crisis management event". 2. "Crisis management event" means an "event" or "occurrence" that your "executive officer" reasonably determines has resulted, or may result, in: a. Damages covered by this Coverage A or Coverage B that are in excess of the total applicable limits of the "under- lying insurance" or "self-insured retention"; and b. Significant adverse regional or national media coverage. 3. "Crisis management service expenses" means amounts incurred by you, after a "crisis management event" first commences and before such event ends: a. For the reasonable and necessary: (1) Fees and expenses of a "crisis management advisor" in the performance for you of "crisis management services" solely for a "crisis management event"; and (2) Costs for printing, advertising, mailing of materials or travel by your directors, officers, employees or agents or a "crisis management advisor" solely for a "crisis manage- ment event"; and b. For the following expenses resulting from such "crisis management event", provided that such expenses have been approved by us: (1) Medical expenses; (2) Funeral expenses; (3) Psychological counseling; (4) Travel expenses; (5) Temporary living expenses; (6) Expenses to secure the scene of a "crisis management event"; or (7) Any other expenses pre- approved by us. in 0 0 0 8 ' t) t) ~ 8 .. I- 0 0 0 H 0 0 .. :E * t'- OJ ~ 0 < in (l) (l) co :E ~ OJ N 0 0 t) <t * 4. "Crisis management services" means those services performed by a "crisis management advisor" in advising you or minimizing potential harm to you from a "crisis management event" by maintaining or restoring public confidence in you. 5. "Executive officer" means your: a. Chief Executive Officer; b. Chief Operating Officer; c. Chief Financial Officer; UMBRELLA d. President; e. General Counsel; f. General partner (if you are a partnership}; or g. Sole proprietor (if you are a sole proprietorship); or any capacity above. person acting in the as any individual same listed EU 00 01 07 16 © 201 6 The Travelers lndemnitv Comoanv. All riaht<:: r""""'"'n Ln 0 a o .POLICY NUMBER: ZUP-91M8665A-17-NF 8 UMBRELLA ISSUE DATE: 10/25/17 .. u u THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY . SCHEDULE OF UNDERLYING INSURANCE ~ This endorsement modifies insurance provided under the following: 8 EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE .. l- o 0 0 8 .. :::;: * OJ OJ 0 ~ <( Ln (.l) (.l) CX) :::;: OJ N 0 0 u <l' * Commercial General Liability Carrier: Policy Number: Policy Period From: to: Automobile Liability Carrier: Policy Number: TRAVELERS INDEMNITY COMPANY OF CONNECTICUT AS PER SCHEDULE ON FILE WITH THE COMPANY Policy Period From: 10/01/2017 to: 10/01/2018 Employers Liability Carrier Policy Number: CYPRESS INSURANCE COMPANY AS PER SCHEDULE ON FILE WITH THE COMPANY Policy Period From: 10/01/2017 to: 10/01/2018 Limits Of Liability General Aggregate Products-Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Limits Of Liability $ $ $ $ Bodily Injury And Property Damage Combined Single Limit $1,000,000 Bodily Injury Each Person $ Bodily Injury Each $ Accident Property Damage Each $ Accident Limits Of Liability Bodily Injury By Accident Each Accident $1,000,000;, Bodily Injury By Disease Policy Limit Each Employee $1 , 000, 000'0 ' $1 , 000, 000>'< *UNLIMITED IN THE STATE OF NEW YORK FOR SUBJECT EMPLOYEES PRODUCER: LEGACY RISK AND INS SERV OFFICE: SAN FRANCISCO, CA EU 00 03 07 16 @ ?n 1 Fi ThA Tr::ivAIArC: lnrl.:::amnitv r."mn~n\/ All rinhtc roC"Or\lorl P!:lno 1 ,vf " Ln 0 Q 0 8 .. u u ... 0 0 .. l- o POLICY NUMBER: ZUP-91M8665A-17-NF UMBRE l.,L A ISSUE DATE: 10/25/17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY . SCHEDULE OF UNDERLYING INSURANCE -CONTINUED This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE 8 Type Of Coverage: GENERAL LIABILITY Limits Of Liability .... 8 .. :;: * ... 0 N 0 Carrier: Policy · Number: Policy Period TOKIO MARINE SPECIALTY INSURANCE COMPANY AS PER SCHEDULE ON FILE WITH THE COMPANY From: 10/01/2017 to: 10/01/2018 Type Of Coverag~ EMPLOYEE BENEFITS LIABILITY Carrier: Policy Number: Policy Period TOKIO MARINE SPECIALTY INSURANCE COMPANY AS PER SCHEDULE ON FILE WITH THE COMPANY From: 10/01/2017 to: 10/01/2018 Type Of Coverage: Carrier Policy Number: Policy Period From: to: PRODUCER: LEGACY RISK AND INS SERV $1,000,000 EACH OCCURRENCE $2,000,000 GENERAL AGGREGATE $5,000,000 POLIGY AGGREGATE $2,000,000 PRODUCTS/COMPLETED OPERATIONS AGGREGATE $1,000,000 PERSONAL/ADVERTISING INJURY Limits Of Liability $1,000,000 EACH EMPLOYEE $2,000,000 AGGREGATE Limits Of Liability OFFICE: SAN FRANCISCO, CA ElJ 00 0.4 07 rn ta ?n1 R Tho Tr~11olorc.-lnrl.o,,...n.ih, r'"',,_r'\ ........ ., All ... :,...i...+ ... --.... --··-..J CITY OF a CUP ERTINO ADDITIONAL INSURED ENDORSEMENT and ENDORSEMENT OF PRIMARY INSURANCE and NOTICE OF POLICY CANCELLATION ENDORSEMENT Project Title and Number: Storm D rain Cleaning I CCTV Inspection Services Project. Project No. 2018-102 In cons ideration of the policy prem iu m and notwithstanding any inconsistent statement in th e policy to which this Endorsement is attached or any other Endorsement attached thereto , it is agreed as follows : The City of Cupertino ("City") and its directors, officers , engineers, agents and employees, and all public agencies from whom permits will be obtained and their directors , officers, engin eers, agents and employees, and the State of California, and Its officers. agents and employees , are hereby declared to be additional insureds under the terms of th is policy, but only w ith respect to the operations of the Contractor at or upon any of the prem ises of the City in connection with the Contract with the City, o r acts or omissions of t he additional insureds in connection with, but limited to its general supervision or inspection of said operations. The insurance afforded by this policy is primary insurance , and no additional insurance held or owned by the designated additiona l insured(s) shall be called upon to cover a loss under said additional policy. Cancellation Notice. The Insurance afforded by this policy shall not be suspended, voided, canceled, red uced In coverage or in limits, or materially altered , except after thirty (30) days' prior written notice by certified mail, re tu rn receipt requested, has been given to the C ity of Cuperti no ("City"). Such notice shall be addressed to the City as indicated below. POLICY INFORMATION 1. Insurance Company: 10'fj O t/$A.YLY\6 Specfa..l:H tnsu.ra.ria.C.O. 2. Insurance Policy Number:_P """'P__._}(._l i--"-i =b ...... l ..... l ,_3.,,__ ________ _ 3. Effective Date of this Endorsement: f,ejpyv\Cl..Ytj \ &+ 20-1i_ 4 . Insured : 0\J:€XJY\\ Ue.r tnc. d.\?~ 'Roto P,.oote.rSQwtr S-eYvi All notices herein provided to be given by the Insurance Company to the City in connection w ith this policy and these Endorsements, shall be malled to or delivered to the Ci t y at 10300 Torre Avenue; Cupertino, Californ ia 950 14 . [Signature on following page.] Storm Drain Cleaning I CCTV Inspection Services Project Project Number 2018-102 INSURANCE FORMS Page 15 I, S+t\ce;1 ~\'tt (print/type name) warrant that I have authority to bind the below listed lnswance Company and by my signature hereon do so bind this Company. Signature of Author ized Representative: 3":tg.cu,.f £0t:t: (Ori ginal signature required on all Endorsements furnishe~ to the City) Names of Le~MM 145\': Md . f\;SS\S+tlf'\-\-kcl-. Agent/Agency: \n'.~e,e.. 5eJr$Lc..Q.$ Title: fv'O V\~(.r Address: l'6EiD M:h Dtitblo Blvg' LfOD Telephone:C\~ ~ ,oaj Nvt\ntAt-CY.ee¥,CA 'li+o'tb Facsimile:~~ JOO I Storm Drain Cleaning / CCTV Inspection Services Project Project Number 2018-102 INSURANCE FORMS Page 16 CITY OF II CUPERTINO COMPREHENSIVE GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY ENDORSEMENT OF AGGREGATE LIMITS OF INSURANCE PER PROJECT Project Title and Number: Storm Drain Cleaning / CCTV Inspection Services Project, Project No. 2018-102 In consideration of the policy premium and notwithstanding any inconsistent statement in the policy to which this Endorsement is attached or any other Endorsement attached thereto , it ls as follows: This Endorsement modifies the insurance provided under the General Liability Coverage part of the be low-referenced policy of insurance. The general aggregate limit under LIMITS OF INSURANCE applies separately to !he project described as vi~it:tna.:kq con9:inA,d-ioo pYOJed--G-cnGY~ A-~@rer,a.k t.Lri:u'..1-o.f- lY'15~r-a.nc..e. ~ I).. ooo ooo. POLICY INFORMATION ' 1. Insurance Company: fb \l:( t) Mtl Vt~ Sp~ c.,( al t::f IY'\5Vvntf\ CR c.o. 2. Insurance Policy Number:.--+-Pf'-+-4i?:--'1_1 ~)._b=-'-l _1,....'.2...::.-__________ _ 3. Effective Date of this Endorsement: Fe.x?Vv\Ak:'j 1 s+-201.i_ 4. Insured: Ovt:Yh"\\ ll-e:Y IY\C... db~ f:2oto f<.oO"k-r-Sew-ex-~€..r-VLCL 5. Additional Insured: City of Cupertino, its directors, officers, agents and employees . All notices herein provided to be given by the Insurance Company to the City in connection with this policy and this Endorsement, shall be mailed to or delivered to the City at 10300 Torre Avenue; Cupertino, California 95014. I, SM ~~ f?\4+-(print/type name) warrant that I have authoty to bind the below listed Insurance Company and by my signature hereon do so bind this Company. Signature of Authorized Representative: '5~ PtM::: (Original signature required on all Endorsements furnish~d to the City) Telephone:q~ LHs;;;-1Dd'-t Facsimile: ..9..£5. ~ f 00 J Storm Dra in Cleaning / CCTV Inspection Services Project Project Number 2018-102 INSURANCE FORMS Page 17 CITY OF a CUPERTINO WAIVER OF SUBROGATION ENDORSEMENT WORKER'S COMPENSATION INSURANCE Proj ect Title and Number: Storm Drain Cleaning / CCTV Inspection Services Project , Project No 20178-102 In consideration of the policy premium and notwithstanding any inconsistent statement in the policy to which this Endorsement is attached or any other Endorsement attached thereto , it is agreed as follows: It is agreed that with respect to such insurance as is afforded by the policy, the Insurance Company waives any rig ht of subrogation against the City of Cupertino , and each of its directors , officers, agents , consultants and employees by reason of any payment made on account of Injury, in cluding death resu lting therefrom, susta ined by any employee of the insured, arising out of the performance of the above-referenced Contract. POLICY INFORMATION 1. Insurance Company: C~pn?G5 lrtSIJ..Ya ... nc,e_, Com,paxi'{ 2. Insurance Policy Number: OVW 0 <tU)3'?3{1)1- 3. Effective Date of this Endorsement: "f-ebr tA.tl...rt, l ~ 20 f ~ 4 . Insu red : over:rnilk,rlYiC.. d~A go+-c, f?rokr Sewa-~€.YV(CL., All notices herein provided to be given by the Insurance Company to the City in connection with this pol icy and this Endorsement, shall be mailed to or delivered to the C ity at 10300 Torre Ave nue ; Cupertino, California 95014. I, 6-t-vtCe 1+\-(pr int/type name) warrant that I have aut ority to bind the below listed Insurance Company and by my s ignature hereon do so bind this Company. Signature of Authorized Representative: ~ M~ (Original sig nature required on all Endorsementsfurnishe to the City) Names of t£tAit\lY f2.{{;.~ O--nd A5G1..S+-~+ ,Af;{!,O.)..)r\.. + Agent/Agency: tn~ce.-&_yv(u..G Title : J.A~ Address : l,SGD Mt-D{tt-hlo 'BVq 4-0D Telephone: 9~ ~ (0;)-4- Wa.lnw-Cr.eet:-CA-q4fjqlc, Facsimile :cr~ ~ JOO/ END OF DOCUMENT Storm Dra in Clea n ing / CCTV Inspection Services Project Project Number 2018-102 INSURANCE FORM S Page 18 BOND #CAC715778 PREMIUM : $3,400 .00 Perfottnance Bond The City of Cupertino ("City") and Overmiller Inc. ("Contractor") have entered into a contract , dated , 20 __ ("Contract") for work on the Storm Drain Cleaning / CCTV Inspection Services Project ("Project"). The Contract is incorporated by reference into this Performance Bond (''Bond"). 1. General. Under this Bond, Contractor as Principal and MERCHANTS BONDING COMPANY its surety ("Surety"), are bound to City as obligee for an amount not less than $160 ,000 .00----------------. By executing this Bond, Contractor and Surety bind themselves and their respective heirs, executors, administrators, successors and assigns, jointly and severally, to the provisions of this Eland. 2. Surety's Obligations; Waiver. If Contractor fully performs its obligations under the Contract, including its warranty obligations under the Contract, Surety's obligations under this Bond will become null and void upon recordation of the notice of completion, provided Contractor has timely provided a warranty bond as required under the Contract. Surety waives any requirement to be notified of and further consents to any alterations to the Contract made under the applicable provisions of the Contract Documents, including changes to the scope of Work or extensions of time for performance of Work under the Contract. Surety waives the provisions of Civil Code sections 2819 and 2845. 3. Application of Contract Balance. Upon making a demand on this Bond, City will make the Contract Balance available to Surety for completion of the Work under the Contract. For purposes of this provision, the Contract Balance is defined as the total amount payable by City to Contractor as the Contract Price minus amounts already paid to Contractor, and minus any liquidated damages, credits, or backcharges to which City is entitled under the terms of the Contract. 4. Contractor Default. Upon written notification from City that Contractor is in default under Article 13 of the Contract General Conditions, time being of the essence, Surety must act within the time specified in Article 13 to remedy the default through one of the following courses of action: 4.1 Arrange for completion of the Work 1,mder the Contract by Contractor, with City's consent, but only if Contractor is in default $olely due to its financial inability to complete the Work; 4.2 Arrange for completion of the Work under the Contract by a qualified contractor acceptable to City, and secured by performance and payment bonds issued by an admitted surety as required by the Contract Documents, at Surety's expense; or 4.3 Waive its right ta complete the Work under the Contract and reimburse City the amount of City's costs to have the remaining Work completed. 5. Surety Default. If Surety defaults on its obligations unr;ler the Bond, City will be entitled to recover all costs it incurs due to Surety's default, including legal , design professional, or delay costs. 6. Notice. Any notice to Surety may be given in the manner specified in the Contract and delivered or transmitted to Surety as follows: Attn: NICOLE GRIMM Address; 6700 WESTOWN PARKWAY Storm Drain Cleaning I CCTV Inspection Services Project Project Number 2018-102 PERFORMANCE BOND Page 7 City/State/Zip: WEST DES MOINES, IA 50266 Phone; 515-678-8171 Fax: 515-243-3854 Email; NGRIMM@MERCHANTSBONQING COM 7. Law and Venue. This Bond will be governed by California law, and any dispute pursuant to this Bond will be venued in the Superior Court for Santa Clara County in which the Project is located, and no other place . Surety will be responsible for City's attorneys' fees and costs in any action to enforce the provisions of this Bond . 8. Effective Date; Execution. This Bond is entered into and effective on FEBRUARY 1 , 20~. (Acknowledgment with Notary Seal for Surety and Surety's Power of Attorney must be attached.) CONTRACTOR: OVERMILLER , INC . OBA: ROTO-ROOTER SEWER SERVICE Business Name $/ /3~ ~/3 ~..../ J3 ,.,'t:.<..N i3,...,'s.f-c., I 1/i<:_e_ ?...-e.'5; Je_,Jj- Name/Title Name/Title END OF PERFORMANCE BOND Storm Drain Cleaning / CCTV Inspection Services Project ProJect Number 2018-102 PREMIUM IS FOR THE CONTRACT TERM AND IS SUBJECT TO ADJUSTMENT BASED ON THE FINAL CONTRACT AMOUNT PERFORMANCE BOND Page 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached , and not the tr uthfulness , accuracy, or validity of that document. STATE OF CALIFORNIA County of Sacramento } On ;L \ l \ ')-o L % before me , E. Johnson --=--\-,--'-o--\-k-te"--~~~-In sert Name of Notary exac tl y as it appea rs on th e offi cia l sea l , Notary Public , personally appeared Sandra R. Black ---------------cN--,-a-m-e('""'s),---o""'"'f s=ig-n-er-,-(s.,...) -------------- .,,!_-•. --~~~"t-Jo~ . ... CO MM .# 2127163 ~ g -NOTARY PU BLIC •CALIFORN IA ~ :2E SACRAM ENTO COUNTY _. Comm . Ex p. OCT . 15, 2019 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted , executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and officia Signature 0 , ' OPTIONAL Though the information below is not required by law, it may prove valuable top rsons relying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document:-------------------------------- Document Date: --------------------Number of Pages: ________ _ Signer(s) Other Than Named Above: __________________________ _ Capacity(ies) Claimed by Signer(s) Signer 's Name: Sandra R. Black 0 Individual O Corporate Officer -Title(s): ________ _ 0 Partner O Limited O General ~ Attorney in Fact O Truste e O Guard ia n or Conservator O Other : _______ _ Signer is Representing: Merchants Bonding Company RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: 0 Individual O Corporate Offi ce r -Title(s): ________ _ 0 Partner O Limited O General 0 Attorney in Fa ct 0 Trustee O Gu ardi an or Conservator O Oth er : ______ _ Si gner is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here MERCHANTS"'41t\ BONDING COMPANY,. POWER OF ATTORNEY Know All Persons By These Presents , that MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING , INC ., both being corporations of the State of Iowa (herein collectively called the "Companies ") do hereby make , constitute and appoint , individually , Jonathan Russell ; Kathleen Ann Beck ; Sandra R Black ; Sharon J Rusconi ; Sokha Evans their true and lawful Attorney(s)-in-Fact , to sign its name as surety (ies) and to execute , seal and acknowledge any and all bonds , undertakings , contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons , guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. This Power-of-Attorney is granted and is signed and sealed by facs imile under and by authority of the following By-Laws adopted by the Board of Directors of Merchants Bonding Company (Mutual) on April 23 , 2011 and amended August 14 , 2015 and adopted by the Board of Directors of Merchants National Bonding , Inc., on October 16 , 2015 . "The President , Secretary , Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys-in-Fact , and to authorize them to execute on behalf of the Company , and attach the seal of the Company thereto , bonds and undertakings , recognizances , contracts of indemnity and other writings obligatory in the nature thereof." "The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond , undertaking , re cognizance , or other suretyship obligations of the Company , and such signature and seal when so used shall have the same force and effect as though manually fixed ." In connection with obligations in favor of the Florida Department of Transportation only , it is agreed that the power and authority hereby given to the Attorney-in-Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and /or its assignee , shall not relieve this surety company of any of its obligations under its bond . In connection with obligations in favor of the Kentucky Department of Highways only , it is agreed that the power and authority hereby given to the Attorney-in-Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner- Department of Highways of the Commonwealth of Kentucky at least thirty (30) days prior to the modification or revocation . In Witness Whereof, the Companies have caused this instrument to be signed and sealed this 22nd day of Jun e , 201 7 ·········· •• •·~~\ON,4 '•• •• ···~t-........... 1. ~··· /"' .··o\\POfi;;· .. o\ :~ :'CJ ~-. ,i.~ •'Z:~ -o-c,:c, • :cc:-:-: : ~ ~ 2003 ! 'Z: ':. Q ·. :...,0: ·-fl'~··.. ..··~ .,: <~~·· ...... ..-;i:,~ •• - ST A TE OF IOWA COUNTY OF DALLAS ss . •••• f:l , ...... ·········••"" ... ,;c; ca·· . • ~'v ........ '1!,o. :t:Q<::)_.· ~ ~ p O 11/ .-?; •• • . ~ .,>,·.~· • "-':.e ~· • • ,.___ -o -o ·-· •:z:: =~· • 4 ·. 1933 : • • ..... . . c::-. ··~· . :--,. • O:· ·~<:::-. •• '.:lii,·• .. ,•'\'\ •• • • • {s.· •• . . . . . . . MERCHANTS BONDING COMPANY (MUTUAL) :~~~~?,;2 On this this 22nd day of June 2017 , before me appeared Larry Taylor . to me personally known , who being by me duly sworn did say that he is President of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING , INC .; and that the seals affi xed to the foregoing instrument are the Corporate Seals of the Companies ; and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors . ,....~IA(u'~ 0 J> Z O o_,, r- •. . . 1owl'- ALICIA K. GRAM Co mm issi on Number 767 430 My Commission Expires Ap ril 1, 202 0 (E xpiration of notary 's commission does not invalidate this instrument) Notary Public I, William Warner, Jr., Secretary of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING , INC ., do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies , which is still in full force and effect and has not been amended or revoked . In Witness Whereof, I have hereunto set my hand and affi xed the seal of the Companies on this \ day of R,~Zol & p~~~- Secretary POA 0018 (3/17) BOND #CAC715778 PREMIUM : INCLUDED Payment Bond The City of Cupertino ("City'') and Overmiller Inc. ("Contractor") have entered into a contract, dated , 20_ ("Contract") for work on the Storm Drain Cleaning / CCTV Inspection Services ProJect (''Project''). The Contract is incorporated by reference into this Payment Bond ("Bond"). 1. General. Under this Bond , Contractor as principal and MERCHANTS BONDING COMPANY, its surety ("Surety"), are bound to City as obligee in an amount not Jess than $160 ,000 .00---------------, under California Civil Code sectior,s 9550 , et seq. 2. Surety's Obligation. If Contractor or any of its Subcontractors fails to pay any of the persons named in California Civil Code section 9100 amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of Contractor and its Subcontractors, under California Unemployment Insurance Code section 13020 , with respect to the work and labor, then Surety will pay for the same. 3. Beneficiaries. This Bond inures to the benefit of any of the parsons named in California Civil Code section 9100, so as to give a right of action to those persons or their assigns in any suit br ought upon this Bond. Contractor must promptly provide a copy of this Bond upon request by any person with legal rights under this Bond . 4. Duration . If Contractor promptly makes payment of all sums for all labor, materials, and equipment furnished for use in the performance ofihe Work required by the Contract, in conformance with the time requirements set forth in the Contract and as required by California law, Surety's obligations under this Bond will be null and void. Otherwise , Surety's obligations will remain in full force and effect. 5. Waivers. Surety waives any requirement to be notified of alterations to the Contract or extensions of time for performance of the Work under the Contract. Surety waives the provisions of Clvll Code sections 2819 and 2845. City waives requirement of a new bond for any supplemental contract under Civil Code section 9550. Any notice to Surety may be given in the manner specified in the Contract and delivered or transmitted to Surety as follows: Attn: NICOLE GRIMM Address; 6700 WESTOWN PARKWAY City/State/Zip: WEST DES MOINES IA 50266 Phone: 515-678-8171 Fax : 515-243-3854 Email : NGRIMM@MERCHANTSBONDING .COM 6. Law and Venue. This Bond wlll be governed by California law, and any dispute pursuant to this Bond will be venued in the Superior Court of Santa Clara County in which the Project is located, and no other place. Surety will be responsible for City's attorneys' fees and costs in any action to enforce the provisions of this Bond . Storm Drain Cleaning / CCTV Inspection Services Project Project Number 2018-102 PAYMENT BOND Page 5 7. Effective Date; Execution. This Bond is entered into and is effective an FEBRUARY.1 2018. CK , ATTORNEY-IN-FACT (Acknowledgment with Surety's Notary Seal and Surety's Power of Attorney m(.JSt be attached .) CONTRACTOR: OVERMILLER, INC . DBA: ROTO-ROOTER SEWER SERVICE Business Name sf ff /3,..,'c..."'-' Name/Title Namemtle END OF PAYMENT BOND Storm Drain Cleaning / CCTV Inspection Services Project Project Number 2018u102 PAYMENT BOND Page6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached , and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA } County of Sacramento , Notary Public , On ~ \ \ \ ·d'""o Li before me , E . Johnson _ ___..,.__._< ~D ...... a\~e ~~~--Insert Name of Not ary exactly as it appears on the official sea l personally appeared _S_a_n_d_r_a_R_._B_l_a_ck ________ ~-~~-~-------------- Name(s) of Signer(s) Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he /she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted , executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Signature of Notary Pf OPTIONAL J Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: -------------------------------- Document Date : --------------------Number of Pages: ________ _ Signer(s) Other Than Named Above : __________________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: Sandra R. Black D Individual D Corporate Officer -Title(s): ________ _ D Partner D Limited D General ~ Attorney in Fact D Trustee D Guardian or Conservator D Other: _______ _ Signer is Representing: Merchants Bonding Company RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer 's Name: _____________ _ D Individual D Corporate Officer -Title(s): ________ _ D Partner D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other : _______ _ Signer is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here MERCHANTS'1\ BONDING COMPANY," POWER OF ATTORNEY Know All Persons By These Presents , that MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING , INC., both being corporations of the State of Iowa (herein collectively called the "Companies ") do hereby make , constitute and appoint , individually , Jonathan Russell; Kathleen Ann Beck ; Sandra R Black ; Sharon J Rusconi ; Sokha Evans their true and lawful Attorney(s)-in-Fact, to sign its name as surety(ies) and to execute , seal and acknowledge any and all bonds , undertakings , contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons , guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. This Power-of-Attorney is granted and is signed and sealed by facsimile under and by authority of the following By-Laws adopted by the Board of Directors of Merchants Bonding Company (Mutual) on April 23 , 2011 and amended August 14 , 2015 and adopted by the Board of Directors of Merchants National Bonding, Inc., on October 16 , 2015 . "The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys-in-Fact , and to authorize them to execute on behalf of the Company , and attach the seal of the Company thereto, bonds and undertakings , recognizances , contracts of indemnity and other writings obligatory in the nature thereof." "The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond , undertaking , recognizance , or other suretyship obligations of the Company , and such signature and seal when so used shall have the same force and effect as though manually fixed." In connection with obligations in favor of the Florida Department of Transportation only , it is agreed that the power and authority hereby given to the Attorney-in-Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation. It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee , shall not relieve this surety company of any of its obligations under its bond. In connection with obligations in favor of the Kentucky Department of Highways only , it is agreed that the power and authority hereby given to the Attorney-in-Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner- Department of Highways of the Commonwealth of Kentucky at least thirty (30) days prior to the modification or revocation. In Witness Whereof, the Companies have caused this instrument to be signed and sealed this 22nd day of June , 2017 ........... •• •·'~\ON-4 '•• •• ···~t-........... i. ~··· l"> /c:,~P0~4·· .. o\ :":"'-' ~-.~~ . z:~ -o-c,:c, • :cc:-:-: :~~ ;Z: ~t:i· .. 2003 .:P': -.... ~·.. . .. , .... ... ~Ji,····· .. ····:i:, ~ ••• ST A TE OF IOWA COUNTY OF DALLAS ss. '•,, 1:1 ........ ............... ···",;"co·· ··~(:;,\.·····.~,¢··. .. <b~·. ~ \\ p O '9,i. ,-?~ •• . . (.) ......... ~ . • c.:>;~ ~· • • ._._ -o-o·-· :~:. 1933 ::::: • ..,_·. : c:::-• . -~. . -:-,. . ~· ·~~ . ·. ~ii,······'\'\ .· ··. ~-.. · . ..... MERCHANTS BONDING COMPANY (MUTUAL} :~·~~~?,;2 On this this 22nd day of June 2017 , before me appeared Larry Taylor , to me personally known , who being by me duly sworn did say that he is President of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING , INC.; and that the seals affixed to the foregoing instrument are the Corporate Seals of the Companies ; and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors. ,.__.~\Aiu'I" 0 )> Z 0 0~t. r-• . 1ow1>- ALICIA K. GRAM Comm ission Number 767 430 My Commission Expires Apri l 1, 2020 (Expiration of notary 's commission does not invalidate this instrument) Notary Public I, William Warner , Jr., Secretary of MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING , INC., do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies , which is still in full force and effect and has not been amended or revoked. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Companies on this \ day ot \ri:,iJVKe"r\'2o I~ .z;/~£~f. Secretary POA 0018 (3/17) Bidder's Name: a Ve r ty'\ •• I \e ,.. l.J'o.J c..... 1). T~. ,4 . 'R.a \-a -I<. 00 -1--e_ I Bid Proposal Storm Drain Cleaning / CCTV Inspection Services Project < 0 v e., M',\\ t:_, I~('._. 't) .-~ 'I-\ F(c~o , Rc.:.~J-~r> ("Bidder") hereby submits this Bid Proposal to the City of Cupertino ("City") for the above-referenced project ("Project") in response to the Notice Inviting Bids and in accordance with the Contract Documents referenced therein. 1. Base Bid. Bidder proposes to perform and fully complete the Work for the Project as specified in the Contract Documents, within the time required for full completion of the Work, including all labor, materials, supplies, and equipment and all other direct or indirect costs including, but not limited to, taxes, insurance and all overhead for the following price ("Base Bid "): $ 3 5 o:?. 0 , 00 2. Addenda . Bidder agrees that it has confirmed rece_ipt of or access to, and reviewed, all addenda issued for this Bid. Bidder specifically acknowledges receipt of the following addenda : Addendum: #01 #02 #03 #04 Date Received: Addendum : #05 #06 #07 #08 Date Received: 3. Bidder's Warranties. By signing and submitting this Bid Proposal, Bidder warrants the following : 3.1 Examination of Contract Documents. Bidder has thoroughly examined the Contract Documents and represents that, to the best of Bidder's knowledge, there are no errors, omissions, or discrepancies in the Contract Documents, subject to the limitations of Public Contract Code section 1104. 3.2 Examination of Worksite. Bidder has had the opportunity to examine the Worksite and local conditions at the Project location . 3.3 Bidder is Qualified. Bidder is fully qualified to perform the Work . 3.4 Responsibility for Bid. Bidder has carefully reviewed this Bid Proposal and is solely responsible for any errors or omissions contained in its completed Bid. 4. Award of Contract. By signing and submitting this Bid Proposal, Bidder agrees that if Bidder is awarded the Contract for the Project, within ten days following issuance of the notice of award to Bidder, Bidder will do all of the following : 4.1 Execute Contract. Enter into the Contract with City in accordance with the terms of this Bid Proposal, by signing and submitting to City the Contract prepared by City using the form included with the Contract Documents; 4.2 Submit Required Bonds. Submit to City a payment bond and a performance bond, each for 100% of the Contract Price, using the bond forms provided and in accordance with the requirements of the Contract Documents ; and 4.3 Insurance Requirements. Submit to City the insurance certificate(s) and endorsement(s) as required by the Contract Documents . Storm Drain Cleaning / CCTV Inspection Services Project Project Number 2018-102 BID PROPOSAL Page 9 Bidder's Name : Ove rN\i\\ e.r l: ,ye..· 5. Bid Security. As a guarantee that, if awarded the Contract, Bidder will perform its obligations under Section 4 above, Bidder is enclosing bid security in the amount of ten percent of its maximum bid amount in one of the following forms (check one): ' A cashier's check or certified check payable to City and issued by _____________ [Bank name] in the amount of $ __________ _ _x_ A bid bond, using the Bid Bond form included with the Contract Documents, payable to City and executed by a surety licensed to do business in the State of California. This Bid Proposal is hereby submitted on __ _.\ _ ____,ol...c;.;;;.. ... 3.__ ___ , 20J.8 Qve.r""':\l ~ ,-!:-'.le_., "O·B·A gc>tc>-~tiohr Bidder Business Name .,3. . _/. .13~ Signature .., tr' Name/Title (If Corporation : Chairman, President or Vice President) License #, Expiration Date, and Classification I 75 /VJ 4 So,.,.) c. ,· fl · Address CoAJccr-J. CA City, State, Zip ' Contact Phone Date ~%~ natur~o ? c-e.s\ J e,_) t-/ 5 ~c:. r-e.:\-(A. r-~ Name/Title {If Corporation : Secretary, Assistant Secretary, Chief Financial Officer or Assistant Treasurer) DIR Registration # Phone -~/J/J---'-~~r_k_e_/~/~~,__~/3~,-··r~f~v~f __ o_~_{_;_tt_.,,.vloJQ~e~ Contact Name/Title J Mc:crkc// e (§: f"ofo 'Oc>fer ,Jo r u;/ · Co "'1 Contact Email END OF BID PROPOSAL Storm Drain Cleaning / CCTV Inspection Services Project Project Number 2018-102 BID PROPOSAL Page 10 Bidder's Name: () v e r ,V'\ 'i \\ x' ,--L"-.) C . D . E . A Bid Schedule This Bid Schedule must be completed in ink and included with the sealed Bid Proposal. Pricing must be provided for each Bid Item as indicated . Items marked "(SW)" are Specialty Work that must be performed by a qualified Subcontractor. The lump sum or unit cost for each item must be inclusive of all costs, whether direct or indirect, including profit and overhead. The sum of all amounts entered in the "Extended Total Amount" column must be identical to the Base Bid price entered in Section 1 of the Bid Proposal Form . BID # of ITEM ITEM DESCRIPTION $/Hour Hours TOTAL AMOUNT NO. 1 (1) Operator ~11o·o6 8 $ 0.:, Bia ··- 2 (2) Laborers ~<to. oO 8 $ 7;;. a· w 3 4(80 '00 $ Colfo • ¢0 (1) Flusher Truck 8 41 '80 · oc=. $ O i.J 4 (1) Vacuum Truck 8 0,yo· 5 (1) Video Inspection Vehicle t ,go· e.J 8 $ ~Lj<Y oo TOTAL BASE BID: oc Items 1 through 5 inclusive:$ 3 S ~D ' ·- Note: The amount entered as the "Total Base Bid" should be identical to the Base Bid amount entered in Section 1 of the Bid Proposal form. BIDDER NAME: R~\-D -Roe:,-\-e., 3 '5 c...o (V) c._ +i..,_ u,J 50......} 't-C\. (_\ c.,.. r e\ I END OF BID SCHEDULE Storm Drain Cleaning / CCTV Inspection Se rvices Project Project Number 2018-102 95050 BID SCHEDULE Page 11 ----·---·· --·- Subcontractor List For each Subcontractor that will perform a portion of the Work in an amount in excess of one-half of 1 % of the Bidder's total Contract Price , 1 the bidder must list a description of the Work , the name of the Subcontractor, its California contractor license number, the location of its place of business, its DIR registration number, and the portion of the Work that the Subcontractor is performing based on a percentage of the Base Bid price . Bidder may not list more than one Subcontractor for each such portion of the Work listed by Bidder below. DESCRIPTION SUBCON:FRAGT0R CAUFORNI~ LOCA 110N OF DIR REG. NO. OFW©RK NAME 1 ' €0N'FRAC'FOR BUSINESS .... ~ .~ -f?ICENSE N,Q. ~ ,1;; _g_ .. AJ!A I END OF SUBCONTRACTOR LIST 1 For street or h ig hway construction this requ ireme nt applies to any subcontract of $10 ,000 or more. Storm Drain Cleaning / CCTV Inspection Services Project Project Number 2018-102 SUBCONTRACTOR LIST Page 12 PERCEN1i OF " WORK , . Bidder's Name : OvecM:l\.e,-r.v~-"D·&A R~+o-Rc.x,+e.r Noncollusion Declaration TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID The undersigned declares: lam the V'}c.e._ p,-4t.~:.J.e....,+-[title]of Gve,rM;llt.~ r,Jc.... "D·tl-A Ro+o-R.oc+-e.r (business name], the party making the foregoing bid . The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership , company, association , organization, or corporation . The bid is genuine and not collusive or sham . The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid . The bidder has not directly or indirectly colluded , conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding . The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true . The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid , and has not paid and will not pay, any person or entity for such purpose. This declaration is intended to comply with California Public Contract Code section 7106 and Title 23 U.S .C section 112. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on \ -c13 w .:2018 (date], at S°""'t-~ c.\c..rC\ (city], c...A (state]. s/~-'-~=------~~·~~~~9"---~,<-=-~'--~~~· ~~~~~ (/ ,0,-;c.tAI /3r:sf-o/ Name [print] END OF NONCOLLUSION DECLARATION St or m Drain Cleaning / CCTV Inspection Servi ces Proje ct Project Number 2018-102 NONCOLLUSION DECLARATION Page 13