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18-222 Dasher Technologies, Inc., Network Topology Assessment Deployment; Simplicity Configuration & Implementation
CITY OF II PROFESSIONAL/CONSUL TING SERVICES AGREEMENT CUP ERTINO 1. PARTIES This Agreement is made and entered into as of November 2 2018 ----~-------------("Effective Date") by and between the City of Cupertino, a municipal corporation ("City''), and Dasher Technologies, Inc. ("Contractor"), a California Corporation for Network topology assessment/deployment; Simplivity configuration & implementation 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30 , 2019 ("Contract Time"), unless tenninated earlier as provided herein. Contractor's Services shall begin on November 5, 2018 and shall be completed by December 31, 2018 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services . Contractor must have sufficient time, resources , and qualified staff to deliver the Services on time . 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ 39 600.00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs ex ceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments . Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services , Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. ============~='\1~L/ Project Network topology assessmenVdeployment; Simplivlty configuration & implementation Page I of8 Professiona/!Cons11/ting Co mracts /Ve rsion : May 22 , 20 /8 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that · they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools , materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City , which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement . Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan , drawing, specification, data, record, document or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City . 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire " and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. \. Proj ec t ..... '"""'" """-""'""'"·"' ""''"" 00""'""'"" ' '"'"-""'''" ~ . if' Page 2 of8 Profe s sio11a/lC011s11/ti11g Comracts /Ve rsion: May 22. 20/8 '\j"I 7.3 Patents and Licenses . Contractor must pay royalties or license fees required for authori z ed use of any third party intellectual property , including but not limited to patented , trademarked , or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement . 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights , City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to e xecute or implement any of the following : (a) T he original Services for which Contractor was hired ; (b) Completion of the original Services by others ; (c) Subsequent additions to the original Services ; and/or (d) Other City projects . 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of th e Work Product, on recycled paper and copied on both sides, except for one singl e -sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles . The records must include detailed information of Contractor's performance , benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City 's final payment. 9. ASSIGNMENT Contractor shall not assign , sublease , hypothecate , or transfer this Agreement, or any interest therein , directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval , which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City 's contributions in making the project possible . The words "City of Cupertino" will be displayed in all pieces of publicity , including flyers , press releas es, posters, brochures, public service announcements , interviews and newspaper articles . No signs may be posted , exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest exte nt allowed by law , and exce pt for losses caused by th e sole and active • \ negligence or willful misconduct of City personnel , Contractor shall indemnify, defend and hold 0 ~ Projec t Network top ology assessmenVdeployment : Simplivity configuration & implemenlation Page 3 o f 8 Professional/Cons ulting Conlracts /Ve rsion : May 22. 20 18 harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("lndemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U .S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 920 I. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any lndemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements , attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered , and the effective and expiration dates of coverage . Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, \ as required by the Immigration Reform and Control Act. U. =======~-=-=----==~=~~ ~ Project Network topology assessmenVdeployment; Simplivity configuration & implementation Page 4 of 8 Professio11ul!Cons11/ring Co ntracts !Ve rsion: ,\;fay 22 . 10/8 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws . 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race , religious creed, color, ancestry , national origin, ethnicity, handicap, disability, marital status , pregnancy, age, sex, gender, sexual orientation , gender identity , Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077 .5. Consistent with City policy prohibiting harassment and discrimination , Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee , or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section l 090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City 's rules governing gifts to public officials and employees . 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Benny Hsieh as the City 's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval , Contractor assigns Angela Armstrong ------as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Perfonnance. Contractor must regularly update the City 's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be c\ Pro;~, N,<=,k ropology"M"=ovdepro:::o:; ::,:::,:~:::~,::::.:::::""' >my 22 2018 ~ :i( given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time . Contractor will be paid for satisfactory Services rendered through the date of termination , but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California . Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court . If a dispute arises , Contractor must continue to provide the Services pending resolution of the dispute . If the Parties elect arbitration , the arbitrator 's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action , files a complaint or cross-complaint, or pursues arbitration , appe al , or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs . 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach . 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties , and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party 's authori z ed representative . No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. U.. ~ Proje ct Network topology assessmenVdeployment ; Simplivity config ura ti on & implementation Page 6 of 8 Prof ess ional/Cons 11/tin g Co ntrac ts /Ve rsion: May 22. 20/8 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contrnctor has full right, power, and authority to enter into and cat'l'y out all actions contemplated by this Agre ement nnd that he or she is authorized to execute this Agreement, which constitutes a legally b1nding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed 1111 original and all of which, token together, constitute a single binding instrument. IN WITNESS WHEREOF , the parties have caused the Agreement to be executed. CONTRACTOR Dasher Technologies, Inc By .~ Name Michael J. Cook TitleC _['~·O _______ _ Date 11/2/2018 Tax J.D. No.: 5105480.s_,_1 __ _ ~ PPRO )_J OCIO~I:IERR 1 Cupertino Acting City Attorney \ CITY OF CUPERTINO A Municipal Corporation Name Bill Mitchell Title _CT_O _______ _ bate I I/ s-l / $ Proj ect Nelwork lapol ogy osaos smonVd eploym onl; Slmpllvily co r1 ITg11rallon & lmplorr.ontaUon Pug c 8 o f 8 Profesi/011a//Cormrlti111: Conlrncr:r /Vers/011: May 22, 20/8 Exh ibit A Statement of Work for City of Cupertino Dasher Technologies General IT Consulting Services Craig Tsuchiya Revi si on -003, November i, 2018 Dasher Technol ogies, Inc. I 675 Campbe ll Technology Pkwy , Suite 100, Cam pbell , CA 95008 Template Rev-036 St atement of W ork for City of Cup ertino TABLE OF CONTENTS Project Informati on ....................................................................................................................................................... 3 Service Description (Scope OfWork) ............................................................................................................................. 4 Service Level Agreement .............................................................................................................................................. .4 Planni ng For Consulting Services .............. -................................ -.... -.............................................. -............................. -. .4 Client Respon sibilities .................................................................................................................................................... 5 Terms and Conditions .................................................................................................................................................... 5 Acceptance and Authorization ...................................................................................................................................... 7 2 Dasher Technologies, In c. I 675 Campbe ll Technology Pkwy, Suite lOD. Campbell, CA 95008 Confidential Statement of Work for City of Cupertino PROJECT INFORMATION Service Provider Client Company Name Contact Name Project Name Project Number Dasher Technologies, Inc. City of Cupertino Bill Mitchell Dasher Technologies General IT Consulting Services QT-535611-002 Dasher Tech nologies, Inc . I 675 Campbell Technology Pkwy, Suite 100, Campbe ll , CA 95008 3 Co nfiden t ial Exhibit B Stateme nt of Work for Ci ty of Cu p ertin o SERVICE DESCRIPTION (SCOPE OF WORK) The Client has engaged Dasher Technologies to assist with General IT Consulting Services . These services are defined by the Client. All service hours to be completed by December 31, 2018. Services to include: • Senior level Network Solution Architect • Network topology assessment • Network support for VOiP deployment • Simplivity configuration verification and implementation The Client shall work reach out to their Account Executive or a Dasher Project Manager to request time with a Dasher Engineer. The Account Executive will work with internal Dasher Project Management resources to allocate Dasher Engineering resources for the Client. Dasher Project Management hours are included on the proposal and will be used when necessary to ensure a successful project implementation . Dasher may use subcontractors to provide service delivery and will notify the client during the process of the intention to use subcontractors during the implementation of the service . SERVICE LEVEL AGREEMENT The standard Service Level Agreement is provided as a 2 to 3 week lead time from Client request to availability of a Dasher resource . Dasher will make every effort to schedule resources as fast as possible. Dasher availability to provide General IT Consulting Services are prioritized below existing formal projects with set deliverables that are in process with a Client . Dasher Technologies will work with the Client to schedule an engineering resource as close to the requested project date as possible for the Client . In some instances this process could take up to 2 to 3 weeks due to other scheduled projects that a specific engineering resource may be involved in . These services are not designed to be used as an IT staff augmentation service for emergency services or to be used as a substitute for vendor support agreements with the expectation that Dasher Engineering Resources would be available at a moment's notice. These services are designed to be used for planned IT projects where additional resources may be needed, but the scope of which are general in nature. Dasher may use billable professional services hours to become familiar and document the client IT architecture if Dashers deems the information provided by the client is not sufficient to understand their IT architecture. PLANNING FOR CONSULTING SERVICES A Dasher Technologies engineer will engage with the Client to gather information about the IT environment in order to prepare for the Consulting Services engagement . Dasher will work with the Client to establish schedules and timelines as necessary, if any, that will need to be in place before the project begins. Dasher Technolog ies , In c. I 675 Campbe ll Tec h no logy Pkwy, Su i te 100, Campbell , CA 95008 Confidential 4 Statement of W ork for City of Cuperti no DOCUMENTATION AND KNOWLEDGE TRANSFER AND OPTIONAL FORMAL TRAINING Dasher will provide knowledge transfer during the implementation of this SOW. Clients are encouraged to participate alongside our professional services team as much or as little as they desire. Dasher will work with Client to identify any changes necessary to existing documentation that come about as a result of the work completed for this project. Dasher will work with Client to create additional documentation to ensure Client is satisfied with the work performed and has the ability to manage it going forward . Dasher recommends clients seek either Dasher or vendor provided formal training to ensure client staff is able to support the solutions Dasher implements for them. CLIENT RESPONSIBILITIES 1. Review this SOW with the Dasher Account Manager and Technical Resource 2. Sign this SOW and submit with a PO in order to formally schedule the service 3. Provide access to a workspace at the deployment site if onsite work is required 4. Provide detailed IT architecture and network diagrams as required to complete the Consulting Services 5. Provide equipment and network configuration files in electronic form as required to complete the Consulting Services 6. Provide login access to all pertinent devices as required to complete the Consulting Services 7. Provide a staff resource with knowledge of the existing environment 8. Associate Dasher Technologies with Vendor support contracts as required to complete the Consulting Services TERMS AND CONDITIONS Travel Travel and customary travel expenses will be charged and may include, but not be limited to: • Airfare • Hotel • Meals • Rental Car Confidential Information The Client and Dasher Technologies mutually agree to limit disclosure of each other's confidential information solely to employees or agents who need to know such information . All such information remains the property of the party disclosing such information. All documents, records, notebooks and other material shall be returned to the owner of the confidential information upon request. Non-Solicitation Starting on the later date (if the dates are different) of the signed agreement and continuing for 1 year thereafter, neither Dasher nor Client will direct any of its agents to encourage or solicit any employee of the other party to leave that other party for any reason, provided, however, that the foregoing provision will not prevent any party or its representatives from, and shall not create any liability under the Agreement with Da sher Tec hn ologies, Inc . I 675 Campbell Tec h nology Pk wy, Suite 100, Ca mpb ell , CA 95008 Confi dential 5 Statement of Work for City of Cupertino respect to, (i) placing general advertisements for employment which are not specifically directed to any other party's employees, (ii) using independent employment agencies (so long as such agencies are not specifically directed to solicit any employees of such other party) or (ii i) hiring any individual who responds to such general solicitation or is presented to such party by any such employment agency or who voluntarily makes unsol icited contact with such party or its representatives . Proposal Time Limit The fees, terms and conditions offered in th is statement of work are effective for thirty (30) business days from the date of this Statement of Work . If a PO has not been received before this time, the fees , terms and conditions may be changed by Dasher Technologies. Contract Term The term of this contract will be valid for 1 year from the date of this signed Statement of Work . Business Hours and Non-Business Hours Business Hours is defined as hours worked between 8:00am and 5 :00pm ., Monday through Friday, local time, excluding holidays. Non-Business Hours is defined as hours worked outside of standard 8 :00am to 5 :00pm, Monday through Friday, local time, and will be invoiced at one and one-half times the Business Hours rate. All holidays are considered Non-Business Hours . Dasher Technologies, Inc. I 6 75 Campbell Tech nology Pkwy, Suite 100, Campbe ll , CA 95008 Confide nti al 6 Statement of Work for City of Cupertino The Acc'E!ptahce Page contains the indication tha.t Dasher Technologies, Irie. and Client have agreed upon the contents contained within this Statementof Work . By applying thedeslgnated appropriate signatures to th is doc:ur:nent, both Dasher Technologies, inc .. and Client are bound to accept the. responsibilities and obligations as ind icated herein . . Cil1mt sfgnature(s) on this document indicates that !he Client.agrees thatthe content, .tim ing, terms, conditions, .and scope contained herein accurately reflects the·services requ ired by the Client. Clients decisi on to purchase the service(s) described will be based on this description . Dasher signature(s) on th i s. document indicates that Dasher Technologies , Inc. is prepared to undertake the .services as defined in this Statement of Work; in the time fram es .c.:iescribed herein effect ive as of th.e date of the Client's decision to purchase and providing that the C!i!'?iit provides appropriate purchase/payment commitments. Unless a Master Services Agreement is in place between our two companies, the Dasher .Standard Terms .and Co.nditirms of Sale located here http://www.dasher.com/company/terms -conditions/ shall apply . IN WITNESS WHEREOF , the parties hereto each actingwith proper authority have executed this Statement of Work. under seal. ChiisSaso. Fullntnte CTQ t1i1e signature November 11 2018 Da!X! Dot<> {~-~ \ TE:CHNDLDGIES ~ To: Bill Mitchell City of Cupe rti no 408-777-1333 .!illlm@~P.ertln o.org Exh ibit C Dasher Technologies Corporate Offices 675 Campbell Techno logy Parkway Suite 100 Campbell, CA 95008 Ph: (866) 898-9506 Fax: (866 ) 898-9503 An gela Armstrong 408-722-8275 ange la .a rms trong@dasher.com We take IT personally "' Quote#: Quote Prepared: Quote Valid Through : 535611 -002 11/1/2018 12/1/2018 Da she r-Technologies Ge n e ral IT Professiona l Services • • ••• _. . Description ~--~-----··--. Unit Sell _ Ext Sell _ 100 1 Dasher Technologies Profess ion al Services $39,600.00 $39,600.00 110 160 DT-HRLY- PROSERV Dasher Technologies Profess i onal Services. One Hour of Subject Matter Expert. May be an onsite or remote based Service. Service is del ivered delivered during local business Hours, local time where work is performed . $225 .00 $36 ,000 .00 120 20 DT-PROJ -MGR Dasher Technologies Project Management Services . $180 .00 $0 .00 $3 ,600.00 $0 .00 130 OT-SOW-DOC Dasher Technologies Statement of Work documen t. Notes: 535611-001 SubTotal Tax Freight Grand Total $39,600 .00 TBD TBD $39,600.00 The Cl ient has engaged Dasher Tech nolog ies to ass ist with General IT Consulting Services . For General IT Consulting Services Dasher will invoice for actual hours delivered . Th is could be less than or equal to what is shown on this proposal , however it will not be greater. The Clients accounts payable department needs to be able to be partially invoiced against an outstanding PO . The client directs the Dasher Technologies Engineer on project duties based on client needs . Remote professional services requ ire a m inimum of 1 hour and will be billed at a min imum of 1-hour increments for each additional hour in excess of 1-hour on the same day. On -site professional services require a min imum of 4-hours and will be billed in 1-hour increments for each additional hour in excess of 4-hours on the sam e day. Dasher ava ilability to provide General IT Consulting Services are prioritized below ex isting formal projects with set delive r ables that are in process with a Client. Dasher Technologies will work w ith the cl ient to schedule an engineering resource as close to the requested project date as poss ible for the Client. In some instances th is process could take up to 2 weeks due to other scheduled projects that a specific eng ineering resource may be involved i n. Statements or description of products, if any, by Dasher, or agents of Dasher are informational only, and not made or given as a warranty of any kind . All sales are subject to Dasher's standard Terms & Conditions which can be found at httP-:l/www.dasher.com/comP-anY.lterms-conditions/ The information contained in this investment proposal is privileged, confidential and protected from disclosure to individuals that are not the intended recipient or agents of the intended recipient. E:XlHUITD · .ht$1'r.toi.ce• Req(1irements · DesignProfessl01iats,& Cons.ultants ·Con.iracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense; the follo\.ving insurance policies and coverage with companies doing business in Ci:tlifomia and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED l. Commercial General Liability (CGL). for bodily injury., property damage ; persona) injury liability for premises operations, products and completed qperntions , contractw1J liability, apd personal · and advertising injury with limits no less than $2,000,000 pet occurrence (ISO form CG 00 0 l} 1f a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a . It shall be a requirement tl1at a1iy available insurance proceeds broader than or in excess of the specified minimum insurance cover.age requirements and/or limit~ shall be made available to the Additional Insured and shall qe (i) the minimum coverage/limits . specified in this agreement; or (ii) the broader coverage and maxirinun limits of coverage of any insurance policy, whichever isgrea:ter. b. Addi.tional Insured coverage. under Consultant's policy shall be "primary and non-confributory/' will not seek contribution from City's insurance/seif-insurance, artd shall be at least as broad a s ISO Form CG 20 Ol (04/13). c. The limits of insurance requir¢d may be satisfied by a ~ombination ofpriinary and umbrella or excess insurance, provided each policy complies with the requirements .set forth in this Contract. Any umbrella or exces.s insurance shall contain or be endorsed to contairi a provision.that such coverage shall also apply on a primary and non-contribut9rybasis for the benefit of City before the City's O\vn jasurance or self-insurance shall be called upon to protectCizy as a named insured . 2. Automobile Liability: ISO CA 00 0 I covering any auto (including owned, hired, and non~owned autos) with .limits ilo less than $1,000,000 per accident fc'.li' bodily injury .and property damage. 3. Workers' Cor11pe11satio11: As required by th~ State of CaJifomia, with Statutory Limits and Employer's Liability Insurance ofno less than $1,000,000 per occurrence for bodily injury or d1sease . D Nol required Consultant ha.s provided written verijication of no employees. 4. Professional Lii,bility for professional acts , errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggi·egate . 1 f written on a claims made form; · a . The Retroactive Date uiust be shown and must be before the Effective Date of the Contract. b . Insurance must bemaintajne(i for at least five (5 j years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective.Date , the Consultant must purchase "ex.fended reporting" coverage for a tninimum of five (5) years after completion of the Services . OTHERINSURANCE PROVISIONS The aforementioned insuranc.e shall be endorsed and have all the following CQriditi9ns and provisions: Exh D-Insui·ance Reqtliremenrsfor Design hofessionafa & Cons11/iarits Cbnlrdcf~· Form Updated Feb . 201 8 1 Additional Insured Status The City of Cupe1tino,.its City Council,. officers , officials, employees, agents, serv,mts and voltmteers ("Additional Insureds ;') are to be .covered as additional insure.ds on .Consultant's COL policy ; Gener~l Liability coverage<can be provided .in the forn1 of'an endorsement to Consultant's insurance (at least as broad as ISO Forni CG 20 l O (J ! / 85) or both CG 20 10 and CG 20 37 forms, iflater editioris are used); Prim11ry Coverage Covera,ge afforded to City/Additional Insureds shall be primary insurance, Any insurance or selfsinsurance maintained by City 1 its o(fis;ers, officials, emp.loyees, or volunteers shall be excess of Consultant's insnrance and shal I not cdntri bute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to C:lXpire, except with wi'itte1.1 notice to Chy 30 days iri adva11ce or l O days in advance if due to non-payment of premiums. Waiver of Si1brogatio11 Consuita:nt waives atJY .right to subrogation again~t City/ Additional [nsureds for recovery of damages to. the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation, policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles aiui Self-I1isured.R(te11tio11s Any deductible :or self-insured retention n'IUst be declared to and approved by the City. At City's. option , either: the insurer must reduce or eliminate the deduc;::tible or self~insured rete11tions as . respects the City/Additional Insureds; or Consuitant must show proof of ~bili~ to pay losses and costs related investigations, claim administration and defense expenses . The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City, Acceptuhilitj oflJiSl(ters Insurers inust be licerised to do business in California with an A.M. Best Rating of A-VII , or better. Verification of Coverage Consultant must furnish acceptable insurance cert.jficates and mandatory endorsements ( or copies of the pol ides effecting the coverage required by this Contract), and a copy of the Declarations. artd Endorsement Page of the CGL policy .listing all policy endor,sernent$ prior to commenceme.nt of the Contract. City retains the right to demand verification of complfance at any time during the Contract term. Suhct111s ulta11ts Consultant Shall require and verify that all subcoh.sultant:; maintain insurance that meet the requirements .of this Contract, including naming the Cify as an additional insured on subconsultant's insurance policies. Higfler[11siir.a1ice Limits If Consultant maintains broadel'coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. · Adequacy of Coverage City reserve:S the right to modify these insura11ce requirements/coverage based on the nature of the risk, prior experience,. insurer or other special circumstances, with noJ less than ninety (90) days prior writ.ten notice . Exh D-fimcrance Requirementsjor Design Prqfessionals & Consultants Conira.cls Form Updated Feb . 2018 2 Exhibit D CERTIFICATE OF LIABILITY INSURANCE I DAJ:E )MMIOD/'f.YYY} 10/11/2018 THIS CERTIFICATE IS ISSUED A$ A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. IBIS 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 CONTR/\CT BETWEEN THE ISSUING INSURER(S}; AUTHORIZED REPRESENTAT!VE OR PRODUCER, AND THE CERTIFICATE HOLDER, . IMPORTANT: If the certificate ho.Ider Ts an ADDITIONAL INSURED, tl:Je poticy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies ·may require an endorsemeril A st.a_temerit on this ce~ificate does _not confer rights to tl)e certificate holder In lieu of such endorsament(s). ~2N!':'cr Julie Gi1lan __ ]>1_ "--··--""·------------··--···------------·--,····-----·----~----·---···-----·--·-- .PHONE (408) 288-6262 ! FAX {¢08)298-?~35 PRODUCER, Leavitt E>ac:i.fic Insurance Brokers , Inc. -k~Al~o,J;~);--·., :---:··-. ----. --. ··-, --·--------1..l~C~ No):------· .. --------····-- License ltOD79674 AOOREss: Julie-gillan@.1eav;i..tt, com 1330 S Bascom Ava -·-··---------·-INSUR§fililJ AFFOROING _COVERAGE ··----·······-J.,.,_ NAIC # --· ~=~RE~ose ........................ ______ CA ____ ss12·a · --··--·-·-·-·-·--·--.. ·-·-······--·-·--. :::~:::: ::::::::~. ~::~==~::~:=~~·~=:·=-~~~::~~j_ ~~-~~~ ~:~~= Dashei· Technologies ., Inc, INSURER c: :A1lied ,_World ... Insurance com_Ea~--------! 22.730 __ _ 67 5 Campbali '.reohnology Pkwy INSURER o : ! ~·---~--.. ··----·----··-·---····--···--··-···--·------------------------.·---·--------- _.INSURER E.: ••... -----·------···-·······--·---·--··-···--··-·-···--·-·-··-····-~----·---·-------_ Campbell CA 9500.B "INSURER F: COVERAGES CERTIFICATE NUMBER; REVISION NUMBER:. THIS !S TO. CERTIFY THAT THE POLICIES OF INSURANCI; LISTED BELOW HAVE BEEN !S,SUEci TO THE INSURED NAMED ABOVE FO _R THE POLICY PER{OD INDICATED. NO:rwtlHSTANDING ANY REQUIREMENT, TERM OR CONDITION Of ANY CONTRACT OR OTHE(;\.DOCUMENT WITH RESPECT TO 11\JH,ICH TH IS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSllRANCE AF'FORQEO BY THE POLICIES DESCRIBED HEREIN JS SUBJECT TO ALL THE TERMS , EXCLUSIONS:ANP CONDIT IONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED" BY PAID CLAIMS. 1rM i-····----···-;;·;-;·;~;~~-;;-··--·-······--·i~~;>;r~~~r ------;~~~~~~;~~~~------·--···· i :isMg~~;· i ,ta15iw~;·!·-·-··--···-··-------···---~~;.;;·------------···--··--- i--~f-:?.1"'eRCIAL GENE.RAJ-~~IABJUTY j I j I l-~~1~¥g;t~i-··· _-fs·-------~--~-~-~r.~!-~ A f--+·-J CLAIMS-MADE J.U O.CCUR l · i i j . P,'8Ji~J§.f;_~,!!.Q£9!<:r~.!J~L+~------... }~.?_!~~~ L ... ....j ···--·-----·-------···-··-·---······--·-··---! X Y ] 5700NZC0302 i 10/J;/2018 1 l0/-!/20U ~~_E_Q_~f.l~to_:1~~~i:l.:.. .. ,l.~ ... ----·------~~l-~~_(l __ ! ! j I I ! ! PERSONAL&.O.DVll'JJURY is · 1;000,000 r-~;;r~-;~~-;.-~~~~--i:;,~;·;;~;;·~-~;~----·-1 1 1 , r·~;;;~~-;~;;~·;;~;-·---T~---·-·2·::·iaoo :·oruj ~--·-~ . ~-·~--t . . ,---'"': . I ! j i . r--··-·····.·~---~~----·~,-·--·•· .. •·l··---·~----·~-·--.. ----·~--! ... J POLIC Y L X j ~f8r l__J loc I '1! i i!.'B-9.t?Y.~:r..~.:_<;:.£~!9..!:~6§_G ___ [1 ..... , .. ____ ;~'..,~?-~.'...~E. i i .oTHEf1 : 1 ' i Emp ie~·· Ben~tils ! ·S ·1, 000, 000 I X i UMBRELLA LIAS : ! OCCVR i l r----·1.. r--1 -· . 1 1 A i---i · EXCE~S ~ --.. -L ... _.J.fLAIMS-MADE j II i l.oeo ! i RETENTION$. ! i i WORKEFlS COMPENSATION . I /ANOEMPLOYERS'.UABIUTY y /fl . !A NY PROPRIEfORJPARTNERIEl<l':CVTIVE ;··-···i I B. ,-OFFICER/MEMBER EXCLUOED7. L._J NI A 11: !(Mandatory lri NH). I , J gm~i°t.ffJ~ ~t'aPERt. TIONS below j I C ! E&O/Cyber L1ab{lity A lsus Personal Prop . I I I i ! 57RIIWJ9897. y ! 57WEG!l229l l 0"30932 62 ! . . j 5 .71JUNZC0302 J LEACH occuRRENCE ______ !-s _____ .,;10,.000.L ooo _ ! i [_t_G_Q__~.Q~T! ________ .j.:! ______ !2.LQ.00 , O_Q__q_ i 10/1/2018 i lO/J./2019 j is ! I mruTE I ! ¥RH· i !-······J .. -·--'-'--··---------j ·-· ·------------- ! , LE.LEACH ACCIDENT ______ j s ,. ______ 1 ..<;000, 000_ i 10/ll:ms j .J.0/1/2019 l~!:JJ.~10.S.~:..~.~~LOYs~.~-----····1.,_.QOO_,__Q_Q.Q. i i j EL DISEASE• POLICY LIMIT ! S 1 000 -, 000 , I i j 1 2 (1/2 0 17 I 12/3;;/-2018 ! Ltmi1 ! i0/1/201B j lQ/1/201-9 j Spec Fom, i ! i 2 ·, ooo , 000 Repl cost OESCRJPTION OF OPERATIONS I LOCATl_ONS I VEHICLES (ACORD '.101, A~dttlon•I Roma11<s .Sc"edulo, moy be atta~h-~d II morn !pac~ ls .r<>quiredj The Ci.ty .of Cupe:ctino; its City Council, officers, offic:i.als ., employees, agen·ts, servants, and volunteers· a:r:e named-as additional insured. pe;i;-.attached endor.seinent HG000109_16 . Primary worcling applies per attached endorsameilt BG00010916 Waiver of subz:ogation appl·ies to ·genera·1 liability and workers comp· per atl;.ached end~rsements ! HG00010916 and WC:000313. · · · · CERTIFICATE HOLDER City of Cupertino 10300 Torre Avenue Cupertino, ACORD 25 (2014/01) IN.5025 (2()140.1) CA 95014 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE · EXPiRATION DA.TE . THEREOF, NOTICE WILL BE DELIIJl:~ED IN A_CCORDANCE WITH THE POLICY PROVISIONS. AUTHOFµZ.EO. REPlfESENTATIVE Fred .St;;iHord/GANART r.-;z-"-L..-l / P · -~~ © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in thi.s policy restrict coverage, Read the entire policy careftJUy 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 cir organization qualifying as a Named Insured i..mder ttiis policy. The words "we", ''.ur;" and "our" .refer to the stock insurance company member of The Hartford providing this i11surance. 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 Sedion V - De~nitions. SECTION I -COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obHgated to pay as damages b_ecause of ··bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insur~d agaihsf any "suit". seeking those damages. However, we will have no duty to defend the insured against any "suit" seE!king damages for "bodily injury" or "property damage" to which • this inswarice does not apply . We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for . damages is lim ited as described in Section Ill -Limits . Of Insurance; and {2) Our right and dt1ty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settiements under Coverages A or B or medical expenses under Coverage C. No other obligation or liabillty to pay sums or perform acts or servic;es is covered un_less explicitly provided for under Supplementary Payments -Coverages A and B. · b . This insurance. applies to "bodily injury" and "property damage" only if: HG 00 010916 (1) The "bbdily injury" or "property damage" is c~used by an "occurrence" that takes place 1n the "coverage territorylO: (2) The "bodily injury" or "property damage'' occurs during the policy period; and · (3) Prtor to the policy period , no insured listed under Paragraph 1. of Section II -Who Is .An Insured and no "employee" authorized. by you to give or receive notice .of an "oi:::currence" or claim, knew that the "t>odily injury" or "property damage" had occurred, in whole or ln part . [f such a listed insured cir authorized i•employeetl knew, prior to the policy period, that the '!bodily injury" · or "property damage" occurred, .then any contini.1.;1Uon, change or resumption of _such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known pribrto the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any . irisured Ii.sled uncler Paragraph 1. of Sectionll -Who Is An lnsured or any "employee" authorized by you to . give or receive notice of an "occurrence" or claim: · (1) Reports a!I, or any part, of the "bodily injury" or "property damage'' to us .or any other insurer: (2) Receives a written . or verbal der:nand or claim for damages because of the "bodily injury" or "property damage'i; or (3) Becomes aware by any other means that "bodily ihJury" or ,;property damage" has. occurred or has begun to occur. · d. 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". · · e, l~cidentai Medical Malpractice .And Good Samaritan Coverage "Bodily injury" adsing out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for.: Page 1 of 21 ©2016 The Hartford (Includes copyrighted material of Insurance Services Office; Inc. with its permission.} POLICY NUMBER: 57 UUN ZC.0302 COMMERCIAL GENERAL LIABILITY CG 20 26 D413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endCirsemerit modifies insurance provided under the following: COMMERCIAL GENERAL LIAB1L1TY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): CITY b.F CUPERTINO, ITS CITY COUNCIL, BOARDS AND COMMISSIONS, OFFICERS, OFFICIALS , EMPLOYEES ·' AGENTS, SERVANTS ., VOLUNTEERS AND CONSULTANTS FOR CERTIFICATE NO . Information required to complete thisSchedule, 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", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or · omissions or u,e acts or omissions of those acting on your behalf: 1. In the periormar:ice of your ongoing operations ; or 2. In connection with your premises owned by or rented to you . However : 1. The insurance afforded to such additional insured only applies to the exterit permitted by law: and 2. If coverage provided to the additional insured is required by a contract or ameement, the insurance afforded to such additional insured will nOt be b.roader than that wh ich you are required by the contract or agreement to provide 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 insur~d is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance : 1. Required by the contract or agreement; or 2. Available under the applicable Lim its of Insurance shown in the Declarations; whichever is Jess . Thrs endorsement shall not increase the applicable Umits of Insurance shown iii the Declarations . CG 202p 0413 .© Insurance Services Office , lnc.;.2012 Page 1 of 1 (1) Professional health care services such as: (a) Medic~!, surgical, dental, laborato ry, x- ray or nursing services or ireatment, advice or instr.uction ,. or the related furnishing of food or beverages; (b} Any health or therapeutic service , treatment, advice or instruct ion ; or (c) The. furnishing br dispensing of drugs or medical, dental; or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation i whether performed manually or with a defibrillator: or (b) Servi.c$S performed as a Good Sarn~ritan. For the purpose of determining the limits of insurance , any act or omission together with all related ads or omissions ln the furnishing of thes~ services to any one person will .be considered one "dccurrenoe". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the busine.ss or occupation of providing any of the services described in this provision . 2. Exclusions This insurance t:loes · not apply to: a. Expected Or Intended Injury "Bodily irijtiry" or ,;property dama~e" 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. b. Contractual Liability "Bbdily injury" or "property .damage" 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 damage~: (1) That the insured would have in the absence of the contract Or c:19reerrient; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs sut:isequent to the execution of the c;ontract or agreement. Solely for the purposes of liability assunied in cJn "insured contract",· r.easonable attorney fees and necessary . litigation expenses incurred by or for a party other than ari insured. are . deemed to be damages because of "bodiiy injury" or ''property damage'', provided: Page 2 of 21 (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the sarne "insured contract'.'; and (b) SLJCh attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to . which this insurance applies are alleged . c. Liquor Liability "Bodily inJury" or "property damage~ for whic.h any insured may be held liable by reason of: (1) Causing or conftibuting to the .intoxication of any person; (2) The fumishing of alcoholic beverages. to a person uncJer the . legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulat ion relating to the sale ., gift, distribution or use of alcoholic: beverages . T his exclusion applies even if the claims against any insured allege negligence or o{her wrongdoing in: (a) The supervision, hiring, employment, trai ning or monitoring of others by that insured; or . (b) Providing or f?1ilir,g to provide transportation with respect to any person that may be under the infh-!ence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage''; involved that wh ich is described in Paragraph (1), (2) or (3) above. · · However, this exclusion c:ipplies only if you are in the business of manufacturing, distributing, selling ; serving or furnishing alcoholic beverages. For th~ purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises , whether or not a fee is charged or a license is required for such activity, i~ not by itself consjdered the business of selling, serving or furnishing al~oho.lic beverages . d. Workers' Compensation And Similar Laws Any obligation of the insi.,Jred under a workers' compensation , disability benefits or unemployment compensation law or any similar law . . e. Employer's Liability "Bodily injuryi' to : (1) An "employee'' of the ins1,1red arising out. of and in the course of: HG 00 010916 {a) Employment by theiosured; or (b) Performing duties related tp thf:l c;onduct of the insured'$ business; or (2) The spouse, child, parent, brother or sister of that "employee'' as a consequence of Paragraph (1) above. · This exclusion applies : (1) Whether the insured may be J.jable as an employer or in any other capacity; and (2) To . any obligation to share damages with · or repay someone efse who must pay damages because of the injury. This exclusion does riot apply to liability ass.urned by the insured under an ''insured contract". f. Pollution {1) "Bodily inji.fry" or "property damage" .ar1Smg out of the actual , alleged cir threatened discharge, ,dispersal, seepage, migration, rele.ase or escape of "pollutants": (a) At o.r from any premises, site or location which is or was at any time owned or occupfed by, or rented or loaned to, any insured . However, this subparagraph does not apply to : (if "Bodily injury" if sustc1ined within a buildirig and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests ; (ii) "Bodily injµry'' or ''property damage" for which you may be held liable, if you are. a contractor and the owner or lessee of such premises, site or location has been added to your policy as ah additional insured with respect to your ongoing operations perf9rmed for that add itional insured at that premises , site or location and such premises, site or location is .not and never was owned or occupied by, or rented or loaned lo; any insured, other than that additional insured; or (ili) ''B9d ily injl.Jry" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location whii:h is or was at any time used by or for any insured or others for HG 00 01 0916 the handling, storage, disposal ; processing or treatment of waste ; (c) Which are or were at any t ime transported, handled, stored, treated ; disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may · be legally responsil:>le; (d} At or from any premises ; s ite or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises , site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are ne~decl to perform the normal el!,lctrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment'' cir its parts, if such fuels, lubricants or .other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional di~charge: dispersa l or release of the fuels, lubricants or other oper ating fluids, or if such fuels, lubricants or other operating fluids are brought on or to !he premises, site or location with the intent that they be discharged, dispersed .or released as part of the operations being performed by such insured, · contractor or subcontractor; (ii) "Bodily injury" or "property damage0 sustairlE~d within a · building and cc:1used by the. release .of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) ''Bodily injury" or "property dall)age'.' aris[ng out of heat, smoke or fumes from a nhostile fire"; or (e) At or from any premises; site or location on which any insured or any contractors or. subcontractors working Page 3 of 21 directiy or indirectly on any inst/red's behalf are performing operations i.f the operations are to test for , monitor, clean up, remove, contain. treat , detoxify or neutralize , or in any way respond to , or assess the effects. of, "pollutants". (2) .Any loss , cost or expense arising out of any : (a) Request, demand , order or statutor~ or reguiatory 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, "pollutants"; ·or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring; cleaning up , removing, containing, treating , detoxifyin~ or neutralizing,Qr ih any way responding io, or assessing the·ettElcts of, "pollutants". However, this paragraph does not apply to liability for damages because of "property c:lamage" that the insured would have in the absence of such request; demand, order or statutory or regulatory requirement. or such claim ot "suit" by or on behalf of a governmental autnority. g. Aircraft,. Auto Or Watercraft "Bodily injury" or "property damc:1ge" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owried 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 d;:i.mage" involved the ownership,. maintenance, use or entrustment to others of any aircraft, "auto" or watercraft thatis owned or operated by or . rented or loaned to any insured: This exclusion does not apply to : (1) A watercraft whil.e ashore on premi~es you own or rent; (2) A watercraft you do notown t!lat is : (a) Less than 51 feet long; and {b) Not being used to carry persons for a charge ; (3) Parking an "auto" on, or on the w~y$ next Page 4 of 21 to, premises you own or rent, provic:led the "auto" is nql owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insu .red contract" for the ownership , maintenance or use of aircraft or watercraft;· (S) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that ls att.ached . to , or . part of, a land vehrcle that · wo.uld qualify under the definition of "mobile equipment" if it were not subject to a cqmpulsory or financial responsibility law or other motor vehicle insurance !aw where it is licensed or principally garaged ; or . (b} The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipmemt"; or (6) An aircraft that is not ownr:,d by any insured and ls hired, chactered or loaned with a paid crew . However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", Whether the other insurcmce is primary, excess, contingent or bn any other basis. .h. Mobiie Equipment "Bodily injury" or "property damage" arising out of: . (1) · The transportation of "mobile equipment" by an "auto" .owned or pp!:)rated by or rented or loaned to any insured; or (2) The use of "mobile equipment'' in, or while in practice for, or while being prepared for, . any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage(, howevE!r caused , arising, direct ly or indirectly, out of; (1) War, including undeclared or civil war; (2) warlike action by a military force, including action iri hindering or defending against an actual or e~pected attack, by any government, sovereign or other authority using military personnel or other agents ; or (3) Insurrection , rebellion, revolution, usurped power,. or action taken by governmental authority in hindering or defending against any .of these. j. Damage To Property "Property damage" to: HG 00 01 09.16 (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement , restoration or rriaintenc1nce of such property for any reason, including prevention of injury to a person .or damage fo another's property; (2) Premises you sell , give away or abandon , if the "property damage" arises out of any part of those premises ; (3) Property loaned to you; (4) Personr3I property in the care, custody or con.trol of the insured ; (5) That particular part of real prop.erty 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 ; or (6) That particular part of ~my property that must be · restored, repaired or replaced because "your work!' was incorrectly perfonned on it Paragraphs (1 ), (3) anct (4) of this exc,lu$ion do not apply to "property damage" (other than damage by fire) to premises , including the contents of such premises, rented to you for a period of seven or fewer consecutive days, A separate limit of insurance applies to Damage To Premises Rented To Yo~ as described in Section Ill -Limits Of lnsurange, Paragrc:).ph {2) of this exclusion does not apply if the premises . are "your wo rk" and were nev~r occupied , rented or held for rental by you. Paragraphs (3) and (4) of this exclusion . do not apply to "property damage" c!rising from the use of elevators. Paragraphs (3), (4), (5) and '(6) of this exclusion do riot apply to liability assumed under a sidetrack agreement. · Paragraphs (3) and . (4) .of this exc:lusion do not apply to "prop.erty damag13" to borrowed equipment whJle not being U$ed to perform operations at the.job s ite . Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations ha2ard 1'. k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. r. Damage To Your WQrk ''Property damage" to "your work'' arising out of it or any part of it and included in the "products-completed operations hazard". HG 00 010916 This exclusion does not apply if the darnaged · work . or the work out of which the damage aris.es was performed on your behalf by a subcontractor. m .. Damage To Impaired Property OrProperty Not Physically Injured "Property damage" to "impaired pmperty" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accOrdance with its terms. This exclusion does not apply to t h¢. loss of use of other property arising · out o( suc:lden and acci.dental physical injury to "your product" or ''your work" after it has been put lo its intended u.se. n. Recall Of Products, Work Or Impaired Property Df.)mc1ges claimed for any loss, cost or expense incurred by yqu or others for the loss of.use, withdrawal, recall, inspection , repair, replacement, adjustment; removal or disposal of: (1) "Your product": (2) "Your work"; or (3) "Impaired property"; if such product, wo.rk ., or property .is withdrawn or recalled from the market or frbm use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in IL o, Personal .And Advertising Injury "Bodily injury" .arising out of "personal and advertising injury". p. Access or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1) Any access to . or disclosure of any person's ·or organization's· confidential or personal information, including patents , trade secrets , processing methods , customer lists, financial information, credit card information , health information or any other type of nonpublic information ; or (2) The loss of, loss of use of, damage to, corrupt ion of, inability · to access , or inability to manipulate electronic data . Tois exclusion applies even if d9-rnages are claimed for notification costs, credit . monitoring expenses. forensic expenses, Page 5 of21 public' relations expenses or any other loss, cost or expense . incurred by you or others arising .out of that which is described in Parag~aph (1) or(2) a.l;Jov.e. However, unless Paragraph (1) above applies, this exclasion does not apply to damages because. of "bodily injury". As used in this exclusion~ electronic data means information, facts or prograr:ns stored as .or on, created or U$ed on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD~ROMS. tapes, drive.s, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Employment-Related Pra.ctices "Bodily injury" to: (1) A person arising out of any "employment- related practices''; or (2) The . spouse, child, parent, brother or sister of that person as . a cons~quence of "bodily injury" to that person at whom any ''employrnent~re!ated practices" are directed , This exclusion applies: (1) Whether the 1n1ury-causing event desc:ribed in the definition of "employment- related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity: arid (3) To any obligat)on to share damages with or repay someone else . who must pay damages because .of the injury. r. Asbestos (1) "Bbdily injury" or "property damage" arising out ofthe "asbestos hazard". · (2) Any damages, Judgments. settlements, loss , cO!:ilS or expenses that: (a) May be awarded o.r in.curred by rea .son of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons dr property which would not have .occurred in whole or in part but for the ".asbestos hazard'1; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, · monitor, .clean up, remove, encapsulate, contain, · treat, detoxify or neutralize or ih a11y way respond to or Page 6 of .21 assess the effects cif an "asbestos hazard"; or (c) Arise out of any claim or .suit for damages. because of testing for, monitoring , cleaning up, removing , encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing · the effects ofan "asbestos hazard". s. Recording And Distribution Of M.aterial Or Information In Violation Of Law "Bodily injury" or "prdperty damage" arising directly or indirectly oµt of any action or omission that vfdlates or is alleged to violate: (1) The TEilephone Consumer Protection Act (TCPA), including any am.endment of or addition to such law; (2) The CAN-SPAM Act of 2003 , including any amendment.of or addition to such law; (3) The Fair CreditReporting Act (FCRA), and any amendment of or addition to such law, incltJding the F.air and Accurate Credit Transaction Act (FACT A); or (4) · Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 .or FCRA and their amendments and additions , that addresses, prohibits or limits the printing, dissemination, d1$posal, cotlectiog, recording, .sen!:Hng, tr~msmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies fo ihis coverage as described in Section Ill -Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages pecause of "personal and. advertising injury" to which thfs insurance applies . We will h;:ive the right anci cluty to defend the insured against any "suit" seeking those damages : However, we will have no duty to defend the insured against any ''suit" seeking damages for "personal and advertising injury" to Which this insurance does. notapply. We may, at our HG 00 01 0916 discretion, investigate any offense and settle . any claim or "suit" that may result. But: (1) The amount we Will pay for damages is limited as described in Section Ill -Limits Oflnsunmce; and {2) Our right and duty to defend end when we have used up the applicable limlt of insurance in the payment of judgments or settlements under Coverages A cir B or medical eicptlhses under Coverage C. No other obligation or liability to pay sums or perfonn acts or services is · covered i:mless explicitly provided for under Supplemeniary Payments~ Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was commilte.d· in the "coverage territory" during the policy period . 2. Exclusions This insurance does not apply to: .a. Knowing Violation Of Rights Of Another ''Personal and advertising injury" arising out of an offense committed by, · at the direc.tion or with the consent or acquiescence of the insured with the expectation of inflicting ''personal and advertising injury", b. Material Published With Knowledge Of Falsity "Personal and aqv~rtising injury'' arising out of oral, written or electronic publication, in any manner, cif material, if done by or at the ~irection of the in.sured with knowledge of its falsity. c. Material Published PriQr To Policy P~riod "Perso]1al and a<;Jvertising injury" arising out of oral, written. or el~ctronic publication, in any manner, of material whose first publication took place before the beginning of the policy period. · · d. Criminal Acts "Personal and advertising injury" arising out of a crimin11I act committed by or at the direction ofthe insured . e. Contractual Liability "Personal and advertising irijury" for which the insured has assumeo liability in a contract or agreement. This exclus ion does not apply to ti al:>i lity for damages that the insured would have in ;the absenc~ of the contract or agreement. f . Breach Of Contract "Personal and advertising injury'' arising out.ofa breach .of contract, except an implied contract to HG 00 01 0916 use. another's ''adv~rtising idea" in your "advertisement''. . g; Quality Or Performance Of Goods - Failure To Conform To Statements "Pe.rsonal and advertisingjnjury" arising out of the failure of goods, products or services to conform With any statement of quality or performance made in your "advertisement". h. Wrong D~scription Of Prices "Personal and. advertising injury'' arising out of the wrong descriptjon of the price of goods, products or services. i. Infringement Of lritellectual Property Rights (1) ''Person!']! and advertising injury" arising out of ariy actual Cir alleged infringement or violation of any intelleQtual property rights such as copynght, patent, trade'mark, t rade name, trade secret, trade dress, service mark br other designation of origin or authenticity; or · (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any 'intellectual property right, whether such allegation of infringement or viol~tion is mad.e by you or by any othe.t party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit'; involving any lntellectual property right is limited to: (1) Infringement, in }lour "advertisement", of: (a) Copyright; (b) Slogan ; or (c) Title of any literary or artistic work; or (2) Copying , in your "advertisement", a person 's or organization's "advertising idea" or style of "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose bus iness is : (1) Advertising , broadcasting , publishing or telecasting : (2) Desigriing or det13rmiriing contert of web sites for others ; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. ahd c. of the definition of "personal and .advertising injury'' under the Definitions Section. Page 7 of21 For the purposes of this exJ:;lusion., the placing of frames, borders or links, or advertising , for you or others anywhere. on the. Internet, is riot by itself, considered the business of advertising , broadcastfng, publishing or ielecasting. k. Electronic Chatrooms Or Buli~tin Boards ''Personal and advertisi ng injury." arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which th e ins11red exerci$es :cootrol. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or pr.oductin your e-mail address, domain name or metatags, or any other sim·ilar tactics to mislead another's potential c;ustomers. m. Pollution "Personal and advertisl ng injury" arising out of th~ actual, alleged or threatened discharge, dispersal, seep"1ge , rn igralion, release . or escape of "pollutants" at anytime. n. Pollution-Reiated Any loss, cost or expense arising out of a n y: (1) Request, demand., order or statutory or regulatory requirementthat any insured or others test for, moriitor. clean up, remove , contatn, treat , de t oxffy or neutralize , or in any way respond to, or assess the effects of, "pollµtants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for: monitoring, cleaning up, removing, containing , treating, detoxifying or neutralizing, or in ahy way respohping .to , or assessing the effects of, "pollutants''. o. War "Persona! and advertising injury', however caused, arising , directly or indirectly , out of: (1} War, including undeclared or ~ivil war; (2). Warlike·acl!on by a military forc.e, inciuding action in hindering or defending against an actual or expected attack, by an:y government! sovereign Cir other authority using military personnel or other agents; br (3) Insurrection, rebellion , revolution, usurped power, or action taken by governmentai 1;1uthority in hindering or d~f13nding against any of these . p. Internet Advertisements And Content Of Others Page 8 of 21 "Personal and advertising fnjury" arising out of: . (1) An "advertiserilenf' for others on your web site ; · (2) Placing a link to a web site of othets. on your web site ; (3) Content, including information, sounds,. text , graphics, or images from a web site of others displayed withfn a frame or border on your web site; or (4) Computer code, softwa re or programming used .to enable ; (a) Your web site: or (b) The presentation or functionality of an "advertisem.eht" or other content on your web site . q. Right Of Privacy Created By Statute "Personal and advertising in}ury" arising out of the · violatton of a persori's right of privacy created by any state or federal ad. . However, this ex clusion does not apply to liability for damages th.at the insured would have in the absence of such s.tate or federal ;:ict r . Violation Of Anti-Trust la:w "Persona! and advertising injury" arising out of a violation of ;,my anti-trust iaw : s. Securities "Personal and advertislng injury" arising out of the fluctuation in price or v alue of any stocks, bonds or other securities. t, Recording And Distrib.ution. Of Material Or Information In Violation Of Law "Personal .and advertising injury" arising directly · or indirectly owt of any action or omission tha.t violates or is alleged to violate : {1) The Telephone Consumer Protection Ad (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amen.dment ofor addition to such law ; (3) The Fair Credit Reporting Act (FCRA), and ariy amendment of or addition to such law, including the Fair and · Accurate Credit Ttansaction Act (FACT A); or (4) Any federal, i,tate' or local statute, ordinance or regulation, other than the TCPA or CAN ~SPAM Act of 2003 or FCRA and their amendments and additjons, that addresses , prohibits or limits the printing, dissemination, disposal, collecting, record ing, sending, transmitting , communicating or d.istribution of material or information. HG 00 01 09 16 u. Eniploymerit-Related Practices "Personal and advertising injury" to: (1) A person arising out of any ''employrnent- related practices''; or {2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" t6 that person at whom any "employment-related prac;tices" are directed . · This exclus.ion applies.: (1) Whether the 1n1ury-causing event described in the definition of ;'employment- related practices" occurs · before employment. during employment or after employment of that person;.· (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any cibligation to share damages with or repay someone else who must pay damages because of the injury. v. Aspestos (1) ''Personal and advertising injl.)ry" arising out of the ''asbestos hazard". (2) Any damages, judgmerits, settlements, loss ; costs or expenses that: (a) May be awarded or incurred by reason of any clafm or suit c11leging actual .or · threatened injury or damage of any nature or kind to . persons or property Wl:lich Would not have occurred in whole or in part but for the . "c1.sbestos hazard"; · (b) Arise .out of any request, dE!mand, order or statutory or regulatory requirement that any insured or others test for, monitor, clea.n up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard''.; or (c) Arise out of any claim or suit for cjamages because of testing for, monitoring , cleaning up, removing , encapsulating , contain ing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects ofan "asbestos hazard". w. Ai;cess Or Disclosure Of Confidential Or Personal Information "Personal and advenising in]ury" arising .out of any access to or disclosure of any person's or organization's confidential or pl:lrsonal information , including patents, trade. sec rets , processing methods , customer lists, financial information, credit card information, health HG 00 01 0916 information or any other type of nonpublic ihforrnation . This exclusion .applies even if damages are clainied for notification costs, credit monitoring expenses, forensic; expenses, public relations expenses or any other loss, cost or expense incurre.d by you or others arising out of any access to or disclosure of any person's or organization;s conf)dential .or personal information . COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as . descri bed below for "bodily injµry" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent: or (3) Because of your operations ; provided that: (1) The accictent takes place in the "coverage territorV' and during the policy period ; (2) The expenses are incurred and reported td us within three years of the date of th.e accident; ::md (3) The . injured person submits lp examination, al our expense, by physicians of our choice as often as we reasonably require . ' ' b. We will make these payments regardless of fault. These payments wiH hot e.xceed the applicable limit of insurance. We will pay reasona.ble expenses for : (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X -ray and dental services; including prosthetic devices ; and (3) Necessary ambulance , hospital , professional nursing and funeralservices . 2 . Exclusions We w ill not pay expenses for "bodily injury·i : a. Any Insured To any insured, except "volunieer workers ". b. Hared Person To a person hired to do work for. or on behalf of any insured or a tenant of any insl;!red . c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a ~rson, whether or not an "employee" of Page 9of 21 any insured , if benefits for the "bodily injury" are payable or must be provided under a worke.rs ' compensation or disability oenefits law or a similar law: e. Athletics Activities To a person injured while practicing ! instructing or participating in any physical exercises or games, sports , or athletic contests. f. Products-Completed Operations fiaz~rd Included within the ''products 0 comp!eted operations hazard". g. Coverage A Exclusions Excluded under Gciverqge A. SUPPLEMENTARY PAYMENTS -COVERAGES AANDB 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: · a. All expenses we incur. b. Up to $i ,OOQ for: cost of bail bonds required because of accidents or traffic law violations arisi119 out of the use of any vehicle to . which the Bodily Injury Liability Coverage applies . We do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insuranqe. We do nothave to furnish these. bonds. d. All reasonable expenses incurred by the insured ai our request to assist us in the investigation or defense of the claim or "suit", including actual loss Cif earnings up to .$500 a day because of time off from work . e. All court costs taxed against {he insured in the . "suit'i_ However, such costs do not 1nclude attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the inst.ired. f. Prejudgment interest award.ed against the insured on that part of the 'judgment we pay. If we make a.n offer to pay the applicable limit of insurance; we wilt not pay any prejudgmerit interest based on that period of time .after the offer. g. All interest on the full amount of any judgment that accrues after entfy of t .he judgment and before we have paid , offered to pEly,. o.r deposited in court the part of the judgment that.is within the applicable limit of insurance. These payments will noi reduce the limits of insurance. 2. lf we defend an insured against a "suit" and an indemnitee of the insured is also named as a Page 10 of21 party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the lndemnitee seeks damages for which the insured has assumed the liability of the indemnit~e in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the .cost of the defense of, that indemni.tee, has also been assumed by the insured .in the same "insured corilr.act"; d; The allegations in the . "suit" and the information we know about the "occurrence" are such that ho confiict appears to exist between the interests of the insured and the interes.ts ofthe indemnitee; e. The indemnitee and the insured ask llS to conduct and control the defense of that iridemnitee against such "suit'' and agree that we can assign the ·same counsel to defend the insured and the indemnitee; and f. The indemnitee: {1) Agrees in writing to: (a) Cooperate with us in the investigation, settlerilenfor defense of the "suit"; (b) Immediately send us copies of any demands, notices, summ.onses or legal papers received in connection with the "suit"; .(c} Notify any other insurer whose coverage is available to the indemnitee; and (cl) Cooperate with us wiih respect to coordinating other applic;able insurance avail?ble to the indemnitee; and (2} Provides us with written authorization to: {a) Obtain records and. other informc1tion related to the ''s.uit"; and (b) Conductand control the defense of the indemriitee in such "suit". So long as · the above conditrons are met, attorneys' fees incurred by us in the defense of that · indemnitee, n<cicessary litig.:1tion expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supp[ementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I - Coverage A -· Bodily Injury And Property Damage Liabllity ; such payments will not be deeme.d to be damages for "bodily injury" and "property damage" ancl will not reduce the limits ofinsllrance. HG 00 010916 Our obligation to defend an irisured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment · of judgments or settlements; or · ·· · b. The conditi.ons set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II-WHO IS AN INSURED 1. If you arEi deslgnated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a bu~iness of which you are the sole owner. b. A partnership cir joint venture, you are an insured . Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your husiness. c_, A limited liability company, you are an insured. Your members are -also. insureds, but only with respect to the conduct _ of your business. Your manc1gets are insureds , but only with respect to their duties as your managers. . d. An organization 0th.er th.an a partnership, joint venture or limited liability company. you are an insured. Your "executive officers" and directo~s are insureds, but only with respect _to their duties as your officers .or directors. Your stockholders are also insureds, but only with respect to .their liability as stockholders. e. A trust; yoLi are an insured , Your trustees are also insureds, b_ut only with respect to thE!ir duties as trustees, .2. Each of the following is also an in_sured : a. Employees And Volunteer Workers Your "volunteer workers" only While performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if yqu are an organization other than a partnership , joirit venture or limited iiabiliiy company) or your managers (if you are a limited liability company), but only for acts within the scope of their · employment by you or while performing duties related .to thEl conduct .of your l;>usiness . However, none of these ''employees" or ''volunteer workersll are in.sureds for: · (1) "Bodily injury" or "personal and advertising injury": (a) To you , to your partners or members {if you are a partnership or Joint vEmture); to your members {if you are a limited HG 00 01 09 16 liability company), -to a co ~''emplciyee" while in the coµrse of his or her employment or performing duties related to the · conduct of your business, or to your othe_r "volunteer workers" while performing duties related td the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-''employee" or that "vo.lunleer worker." as a consequence of Parc~graph {1)(a) above; (c) For which there is any obligation to share damages with or repay sorneorie else who must pay damages because of the injury described in Paragraphs (1){a) or (1)(b) above; or (d) Arising out of his or her proviping or failing to provide professional health care services. If you are not in the business of providing professional health care services: {a) SL1bparagraphs (1l(a), (1)(b) and (1)(c) above do not apply to any "employee" or "voltJnteer worker" providing first aid services; and (b) Subparagraph (1)(d) above does not · apply tb .?-nynurse, emergencymedical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rent_ed to, in the care, custody or control of.. or over which physical control is being exercised for any purpose by you, any of your ''employees;', "volunteer workers'', any partner or member (if you are a partnership or joint venture}, or any member (if you are a limited liability company). b. Real Estate Manager Any person {other than your "employee" cir ''volunteer worker"), or any organization white acting as your real estate manager. c , Temporary Custodians Of Your Property Any person or organization having · proper temporary custody ofyour property if you die ; but only: · · (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has .been appoirited . d. Legal R.epresentative If You Die Your fe~al representative if you die, but only Page 11 of 21 with respect to .dutie$ as such. That representative will have all your rights and duties under t.his Coverage Part. e. Ui,narried Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated enlity of whlch you own a financial interest of more than 50% of the voting stock on tlie effective date of th.e Coverage Part The insurance afforded herein for any subsidiary noi named in this Coverage Part as a named insured .does not apply to injury Cir damage with respect to which such insured is .also. a named insured under another policy or would be a named insureg under su¢h policy but for its termination or t~e exhaustion ofits limits of insurance, 3, Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, ,;1rid over Which you maintain fin.ancia.1 interest of more than 50% of the voting stock, will qualify as a Named lnsurec:l if there is no other simila.r insurance available to that organi.zation. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form th.e organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage'' that occurred before you acquired or formed the organization ; and c. Coverage B does. not .apply to ''personal and advertising injury" arising out of an offense committed before you a6quir~d or formed the organization . 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long arid is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission . Any other person or organization responsible for the conduct of sµch person is al~o an insured , but only with respect to liability arising out of the opl:lration of the watercraft, and only if no other insurance of any kind is a·vailable to that person or organization · for this liability, However, no persori or organization is ah insured with respect to: a. "Bodily injury" to a co-"employee" or the person operating the watercraft; or b .. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of . any person who is an insured und$r this provision , Page 12 of 21 5. Additional 1.nsureds When Required By Written Contract, Written Agreement Or Perr.nit The following person(s) or organization(s) are c1n additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision , thi;it such person qr organization be added as an cldditional insured Qn your policy, provided the injury or damage occurs subsequent to the execution of the .contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement However, no swch person or organization is an insured under this provision if such person or org;;mization is included as an insured by an endorsement issued by us and made a part of this Coverage Part . a. Vendors Any person(s) or prganizatiqn(s) (referred to below as vendor), bu .t only wiih respect to "bodily injury" or "property damage" arising out of "your products". which are distributed or sold in the regular .course of the vendor's business and oniy if this Coverage Part provides coverage for "bodily infury" or "property damage" included within the ''produc;ts-comp!eted operations hazard''. (1} The insurance afford.ed the vendor is subject to the following additional exclusions : · This insurance does not apply to: {a} "Bodily injury" or "property damage" for which the . vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusi.on does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express w~rr.anty unauthorized by you; (c) Any physical or chemical change in the product made .. intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose. of inspection, demonslration, testing, or the substitution of parts under instructions from the manufacturer, ahd then repackaged in the original container; (e) Ariy failure to make such inspections , adjustments ; tests or servicing as the vendor has agreed to make or normally HG 00 010916 undertakes to make in the usual course of business,. in cor:mection with the qistribution or sale ofthe products; (f) Demons.tration , installation , servicing or repair operations, except such operations performed ;;it the vendor's premises in cciririection with the sale of the product ; · (g) Products which, after distribution or sale by you , have been labeled or relab.1;1led or qse9 as a coritainer, part or ingredient of any othi:,r thing or SU bstan.ce by or feir the Vendor; or (h) "Bodily injury" or "property damage" atisihg out ofthe sole negligence of the vendor for its own acts .or omissions or those of its employees ~r anyone els.e acting .on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); ot · (ii) Such inspections, adjustments, tests or seNicing as the vendor has i."lgreed fo make or normally undertakes to .mak.e in the usual course of business, in connection with the distribution .or sale. bf the products . (2) This insurance does not apply to any insured person Pr organization, from whom you have acq·uired such products , or any ingredient , part or container, entering into, aGcompanying or containing such produc~. · b. Lessors Of Equipment (1) Any person(s) or organization(s) from whom you lease equipment; but orly with respect to .their liability for "bodily injury",. "property damage" or "personc;!I .and ~dvert,sing injury" caused, in whole or in part, by your maintenance, operation or use of .equipment leased to you by such person(s) .or otganization(s). (2) With respect to the insurance afforded to these additional insweds this insura.n.ce does not apply to any ''occurrence" which takes p!ace after the equipment lease expirns. t, Lessors Of Land Or Premises Any person or organization from whom you le;:1se land or premises; but only with respect to liability arising out of the ownership, maintenance or use of that part ofthe land or premises leased to you . · With respect to the insurance .afforded these additional insureds the following addit(ona l exclus.ions apply: HG00010916 This insurance does not apply to ; 1. Any "occurrence" which takes pll=lce after you cease to lea.se that land; or 2. StructLJra.1 alterations , new construction or demolition operations performed by or on behalf cif such person or organization . d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only w:ith respect to liability for "bodily injury'', "property damage" or "personal and advertising injury" caused , in whole. or in part; by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection w ith your premises ; or (2) In the performance of your .ong<>ing operations performed by you or on your · behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "persona! and advertising injury" arising out of the rendedng of or the failure to r.ender any professional servicE!s by .or for you, including: · 1. The preparing, approving, or failing to prepare or approve , maps, shop drawings, opinrons , reports , surveys, field orders, change .orders or drawings and specifications ; or ~. Supervisory , inspection, architectural or engineering activities. This exclusion applies even if the . claims against ,my insure.d all~ge neglig~nce or other wrongdoing in the supervision, hirir;ig , employment, training or monitoring of other.s 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 fallure to render a11y professional servicE:Js by or for you . e . Permits Issued By State Or Politicai Subdivisions · Ariy state or political subdivision , but only with respect to operations performed by you or on your behalf for .which the. state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds. this insurance does not apply to : (1) "Bodily injury ",. ''property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or Page 13 of 21 (2) "Bodily injury" or "property damage'' included within the · ''proclucts-completed operations hazard';. f. Any Other Party Any .other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "proper:ty damage" or "personal and advertising injury' caLJsed, in whole or in part . by your .aqts or omissions or the acts or omissions of those acting on your behalf: · (1) In the perfonnance of your ongoing operations; (2) In connection with your premises owned by or rentl;!d to you; or · (3) In connection with "your work" and included within the "products-completed operations hazard", but.only if (a) The written contract 9r agreement requires yol) to provide s .uch coverage to such additional insureo; and (b) This Coverage Part provides covercJge for "bodily injury" or "property damage" included within the "products~ completed operations hazard"; However: (1) The insurance afforded to such additional insured only applies .. to the extent permitted by law; and {2) If coverage provided to the additional insured is required by a contract or agreem1:1nt, the insurance afforded to .such additional insured will not be tJr9ad er than that which you are required by the contract or agreement to provide for suoh additional insured , With respect to the insurance afforded to these additional insureds, this insurance does not apply to : "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural,. engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, suNeys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, .architectural bt engineering activities , This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring,. employment, trainlng or inpnitoring of others Page 14 of21 by that insured., if the "occurrence" which c.au.sed the "bodily injury" or "property damage", or the offense which caused the "personal an .d advertising injury", involved the rendering of or the railure to render any professional services by or for you. Th$ limits of insurance that apply to additional insureqs is described in Section Ill -Limits Of Insurance. Hc:iw this insurance applies when other insurance is available to the addttiorial insured is described in the Other Insurance Condition in Section IV ~ Commercial General Liability Conditions. No person or organization is an insured With respect tq the conduct of any current or past partnership. joint venture or limited liability company that is not shown as a Na.med Insured .in .the bec.larations. SECTION Ill -LIMITS OF INSURANCE 1. The Most WeWill Pay The Limits of Insurance shown in the Declarations and the rules. below fix the most we will pay regardless of the numbe.r of: · · ·· a. Insureds; b .. Claims made or "suits" brought; or c. Persons or organizations making claims . or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we Will pay for the sum of: · a. Medical exp!;!nses und~r Cov~rage C; b. Damages under Coverage A, except damages because of "boclily injury" or "property damage" incl.udecl in the ''products~ completed operations hazard"; and c. Damages under Coverage B. 3. Products~Completed Operations Aggregate Limit · The Products-Completed Operations Aggregate Limit .is the rhosLwe will pay under Coverage A for damages because of "bodily injury" · and "property damage" included in the "products,:. completed operations hazard". 4. Personal And Advertising Injury Limit Subject to .2. above, the Personal and Advertislng Injury Umit is the most we will pay under Coverage B for the sum of all damages because of all "persona! and advertising injury" sustained by a:ny one person or organization. 5. Each Occurrence Limit SubjectJo 2 .. or 3. above., whichever applies, the Each Occurrence Limit is the 111ost we will pay for the suin of: a, Damages under Coverage A; and HG 00 01 09 .16 .b. Medical expenses under Cover!:lge C because of al! ''bodily injury" and "property damage" arlsing out or any one "occurrence". · 6. Damage To Premises Rented To You Limit Subject to 5. above, the . Damage T(j Prem.ises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises , while rented to you, or in the case of damage by fire , lightning or explosion, while rented to you 6r temporarily occupied by you with permission of {he owner. . In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies .to all damage proximately caused by .the same event, whether such damage results from fire, lightning Cir explosion or any combination of these. 7. Medicai Expense Limit Subje,;t to 5. at:>qve, the Med/cal Expense Limit is the most we wli! pay under Coverage C for all medical e.xpenses because of · ''bodily injury'' sustained by any one person . 8. How Limits Apply To Additional Insureds lf you have agreed in a written contract or written agreement that another person or organization be addeq as an · c1dditional insured on your policy, \he . most we wilt pay on behalf of sqch additional. insured is the lesser .of: a. The limits of insurance specified in the written contract or written agreement;.or .b. The Limits of ln.surance shown in the Declarations. Such amount shall be a part of and not .in addition to Limits .of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Cover;:ige Part apply separately to each consecutive annual period and to ~ny remaining period of less than 12 months, starting with the beginning of the policy period shown fn the Declarations, unless the policy period is extend.ed after issu.ahce for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes bf determining the Limits of Insurance. SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency df the insured or of the insured's .. estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offen~e, Claim Or Suit HG00010916 . . a. Notice Of Occurrence Or Offense You . or. any additional insured must s.ee to it that we are notified as soon as practi~able of an "occurrence" or an offense which may result in a claim . To the exterit possible, notice should. include: (1) How, when and where the "occurrence'' or offense took place; (2} The names and addresses of any injured persons and witnesses; and (3) The nature. and location of any injury or damage arising out of the "occurrence'' or offense. b. Notice Of Claim If a claim is mad.e or "suit" is brought against any insured, you or any additional insured niust: · (1) immediaiely record the specifics of the claim or "s.uit" and the date received ; and (2) Notify us as soon as practicable. You cir any additional insured must see to it that we receive written notice of the claim or "suit".as soon as practicable. c. Assistance And Cooperation Of The lnsurecl You and. any other involved insured must; (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection wi.th · the claim or.usuit"; (2) Au.thorize us to obtain records and other informaiion; (3) Cooperate wlth us in the investigation or settlement of the .claim or defense against the "suit"; and (4) Ass.ist us, upon our request, in the enforcement of any right against any person or organization which may .be liable fo the insured beqause of injury or damage to which this insurance may also apply. d. Obligations .At The Insureds Own Cost No insured. will, except at that insured.'s own cost, voluntarily m.ake a payment, assume 1:my obligation, or incur any expense, other than for first aid , without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit'' 1.mder this Coverage Part that may also be covered by other insurance available to an additional insured; such addjticinal insured . must submit such c!aim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written Page 15 of21 contract or written agreement that this insurance is primary and non~cor\tributory with the additional insured's own Insurance. f. Knowl~dge Of An Occurrence, Offense, Claim Or Suit Paragraphs a.· and b. apply lo you or to any additional insured only when such . "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured tha t is <in indivi du;;tl; (2) Any partner, if you or the additional insllred is a partnership ; (3) Any manager, if you or the additiona l insured is a limited liability company; (4i Any "exElcutive officer" . or insurance. managE!r, if you or theadditional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust ; or (6) Any elected or .appointed official, if you or the additiona.1 insured is a political subdivis.ion or public entity. This duty applies separately to you . and any additional insure.ct . 3. Legal Action Against Us No person or organizatfon has a right under this Coverage Part a. To join us as a party or otherwise bring us into a . "suit" asking for damages from an insured ; or b. To sue us on this Coverage Part .unless all of its terms have been fully complied with. A person or organization may sue us tq rl;'!cover on an agreed .settlement or on a . final judgment against . an insured; but we will not be liable for damages that .are not payable l.lnder the terms of this · Coverage Part or that are in excess bf the applicable limit of insurance . An agreed settlement means a settlement and release of liabil ity sign$d by us, the i.nsured and the qlaimant or the claimant's legal representative . 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of thi!:l coverage Part , our obligations are limited as follows; · a. Primary Insurance This insurance is primary except when b. below applies . If o~her irisurance is also primary, we will share with all that other insurance by the method described ih c . below. Page16 of 21 b. Excess Insurance This insurance is excess over any of the. other · insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, BLJilder's Risk , Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission bf the owner; (3) Tenant liability That is insurance purchased by you to cover yollr liability as a tenant for "property damage'' ·to premises rented fo you or temporarily occupied by you with permission of the owner; · (4) Aircraft, Auto Or Watercraft If the loss arises oJ.Jt of the maintenance or use of aircraft; "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodrly Injury And Property Damage liability; · (5) Property Damage To Borrowed Equipment Or Lise Of Elevators If the. loss c;1rises out of ;'property dc1mage " to borrowed .equipment or the use of elevators to the extent not subject to Exclusion j. of Si;Jclion I -Coverage A - Bodily Injury And Property Damage Liability; (6) When Yoµ .Ar.e Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premisf)s or operatrons , or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to . an additional insured . · However, the following provisions apply to other insurance available to any person or organization who . is an additional insured under this c9ver€3ge part. (a) Primary Insurance When Required By Contract . This insui:ance is primary if you have agreed in .a written contract or written agreement that this insurance be primciry . If other insurance i.s also HGOO 01 0916 primary, we will share with ail that other insurance by .the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have ~greed in .a written contract, written agreement. or permit that this insurance is primary and non- contributory with the addttional insured's own insurance , this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not appiy to other insuran.ce to which the additional insured has been added as an additional insured. When this insurance is excess; we Wii! have no duty under Coverages A or B to defend the insured against any . 0suit'' if any other insurer has a duty to defend the insured against that "suii''. If no other insurer.defends , we will undertake to do so, out we will be entitl.ed to the insured's rights against all those other insurers: When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any , that exceeds the. sum of: (1) The total amount that all such other insurance would pay for the loss iri the absence of this insurance; and . (2) The total of all d~ductible and self~insured amounts under all that other insurance. We will share the remaining loss, if any; with any other ins.urance that is not ·described iQ this Excess Insurance provision and was not bought specificaily to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. M~thod Of Sharing If all of the other insurance permits contribution by equal shares , we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid it$ applicable limit cif insurance or none of the .loss· remains, whichever comes first. If any of the other insurance . does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its appficaqle limit · of insurance to the total applicable limits of insurance of all insurers. HG00010916 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates . · b. Premium shown in this Coverage Part as apvance premitJm is a deposit pr.emiur:n onfy. At th1;1 close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured . The due date for audit anq retrospective premiums is the dale shown as the due date on the bi!I. If the sum of the advance arid audit premiums pqid for the policy period is greater than . the earned premium; we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium corriputafion, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agre(;l : {1) The stateni ents in the Declar.ations are accurate and complete; (2) Those statements ;:ire . based upon representations you made to us; and (3) We have issued this poiicy in reiiance upon your representations . b. Unintentional Failure To Disclose Hazards If uniilientionally you should fall to disclose ~II h~zarc,Js relating to the conduc;t of your b.usiness that exisJ at the inception date of this Coverage Part, we shall · not deny coverage under this Coverage Part because ofsud1 failure. · · 7. Separation Of Insureds Except with respect to the Limits of Insurance, and. any rights or d.uties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies : a. As if each Named Insured were the only Named Insured; and. b. Separ.:1tely to .each insured against whom claim is made or ''suit" is brought. B. Transfer Of Rights Of Recovery Against · Others .To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments. we have rnade under this Coverage Part, those rights are transferred to us . The insured must .do nothing ~fter las!:! to Page17 of21 impair them. At our r!:lquest, the insured will bring "$uit'' or transfer those rights to l!S and help us enforce them . b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for .all or part .of any payment, including Supplementary Payments, we h.a.ve made u.nder this Coverage Part, we also waive that right, .provided the insured waived their rights of recovE!ry against such person or organization in a contract, agreement or perm it that was executed prior to the injury o r damage. 9. When We Do Not Renew If we tjecide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the rionrenewal not less than 30 days before the expiration date. If notice is maf!l3d , proof of mailing wilf be sufficient proof of notice; SECTION V -DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has th e purpos e of inducing the .sale of goods, produpts or services through : a . (1) Radio ; (2} Television ; (3) Billboard; (4) Magazine; (5} Newspaper; or b .. Any other publication that is given widespread public distribution . However, "advertisemerit" does not include: a . 1:he design, print ed material , information or images contained in , on or upon the packaging . or labeling of any goods or products ; or b . An ktteractive conversation between or among persons through a.computer network. 2 . "Advertising idea" means any idea for a n "advertisement';. 3. "Asbestos ha2:ard" means an exposure or threa_t of exposure to the actual or alleged properties of asbestos a.nd includes the mer e presence of asbestos in any form . 4. "Auto" means: a. A !and motor vehicle, trailer or semitrailer designed for t ravel on public roads, including any attached mach inery or equipment : or b. Any other land vehicle that is subject to a compulsory Or financial responsibility law or Page 18 of 21 other motor vehicl e insurance law Where it is licens_ed or principally garageo . However , "auto" does not include ''mot:>ile equipment''. 5. "Bodily injury" means phY$ical : a. Injury; b. Sickness ; or c. Diseas.e sustained by a person arid, if arising out of the above , mental anguish or death at any ti me. 6. "Coverage territory" means: a. The United State;s of Amer ica (including its territoriei, and possessions), Puerto Rico and Canada; b . International waters or ai rspace, but only if the injury cir damage occurs in the cou rse of travel or transportation between any places included in a. ~bove; or c. A.II other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above ; (2) The activities of a person whose home is in the terrifoty described in a. above , but is away for a short ti me on your business ; or (3) "Persona i and .advertising inju ry" offenses that take · place through the Internet or similar electronic means of communication prnvided the insured's re sponsibility to pay damages is determined .in the United States of America {including its territorjes and possessions), Pu13rto Rico or Ca.nada, in a "suit'' on the merits according to the substantive law Jn such territory or in a settlement we agree to . 7. "Employee" includes a "leased worker". "Employee" does not include .a "temporary worker". 8. "Employment-R~lated Practices'' means : a. Refusal to employ that person; b . Termination of that person's employm ent; or c . Employment-re lated practices, policl es, acts or omissions , such .as .coercion , demotion ; evaluation, reassignment, piscipline , defamation , harassment, humiliat ion , discrimination or malicious prosecution directed * that person . 9. "Executive officer" nieans a person holding any of the. officer positions created by your cha rter, constituti0h, byalaws or any other similar governing document. 10. "Hostile fire" means one which becomes · uncontrollable cir br.eaks out from where it was intended to be , . HG 00 01 0916 11. "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 pr0.duct" or "your work" that is known or thought to be defective, deficlerit, 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 th$ repair, replac;ement, adjustment or rem.oval of ''your prod1,Jqt" or "your vvork", or yourfulfilling the terms of the contract or agreemerit. 12. "Insured contract" means: a. A contract for a lease of premises. However, that port)on of the contract for a lease of premises ihat indemnifies any person or organization for damage by fire , lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the pwner is subject to the bamEJge to Premises Rented To You Limit described in Section Ill -Limits of Insurance ; b. A sid_etrack agreement; c. Any ei;lsement or license agreement, including an easement or license agreement in connection with construction or qemolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement: t Thal part of any other contract or agreement pertaining to your business (including · an indemnification of a municipality in connection with work perform.ad for _a municipality) under which you assume the tort ]ia_bility of another party to pay for "bodily injury' or '1property damage" to a third person or organizajion, provided the ''bodily injury'' or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence cif any contract or agreem~nt .. Pi;Iragraph f. inciudes that part of any contract or agreement lha_t indemnifies a railroad for "bodily injury" or "property damag~" wising out of construction or demolition operations , within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel , underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of; · · HG00010916 (a} Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or .drawings and . specifications; or (b) Giving dire.ctions or · instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Undet which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activiLies. 1.3. "Leased wprker" means a person leased to you by <;'I labor leasing · firm under an agreement between you. and the labor leasing firm, to perform duties related to the conduct of your business. "Leased work.er" does ncit include a "temporary worker", 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or ''auto"; b. While it is in or on an aircraft , watercraft or "auto"; or c. While it is being moiled. from an aircraft; watercraft or "auto" to the place wh _ere it is finally deliver.ed; but "loading or unloading" does riot include the movement of property by means of a mechanical device, other than a hand trlick, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of th~ following types of la.nd vehicles , including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts .and other vehicles designed for use principally off public roads : b. Vehicles malritaJned for use solely on or next to premises you own anent; c. Vehicles that travel on crawler treads; d . Vehicles, Whether self~propelled or not, maintained primarily to provide mobility to permanent! y mounted: (1) Pow.er cranes, shovels; loaders, diggers or drills ; or {2) Road construction or resurfacing equipment such as graders, scrapers or rollers ; e. Vehicles notdescribed in a., b., c. or d_. above that are not self-propelled and a.re maintained Page 19 of21 primarily to provide mobility to permanently attached equipment qf the following types: (1) Air compressor$, pumps and generators, ihclilding spraying, welding, building cleaning, ge~physical exploratjon, Hghtihg . and well servicing equ ipment: or (2) Cherry pickers and similar devices used to raise or lower workers: f. Vehicles notdesqribed in a., b., c. or d. above ma1nta.ined 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 lbwer workers: and (3) Air compressors , pumps arid generator's, including spraying , welding, building cleaning, geophysical exploration, lighting and well servicing equipment. · However, "mo.bile equipment" does not. include any land vehicle that is subject to a compulsory or financial responsibjlity law or other motor vehicle insurance law where it is licensed or principally garaged . Land vehicles subject to a compulsory cir financial responsibil ity law or other motor vehicle insurance law are considered "autos". 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal arid advertising injury" means injury, including consequential "bodily injury", arisihg O\.lt of one or more of the following offenses: a. False arrei;;t, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of thr;i right of private ocgupancy of a .room, dwelling or premis~~ that a person or organization occupies , commltted . by or on behalf of its owner, landlord or Jessbr; d. Oral, written or electronic publication, in any manner. of material that slanders or libels a person or organization or disparages a person's or organization's goods, prnducts ·Or services ; Page 20 of 21 e. Oral, Written or .electronic publication, in any manner, of material that violates a person's right of .privacy ; f. Copying, in your "advertisement'\ a person's or organization's "advertising idea'' or style of ,;aovertisement''; or g. Infringement of copyright, slogan, or title of any literary 'or · artistic work, in yolir "advertisement". 18. "Pollutants" mean any solid, liquid, gaseous or · thermal irritant or contaminant, inqluding smol<e , vapor, soot, fumes, acids, alk~lis, chemicals and waste , Waste includes materials to. be recycled, reconditioned or reclaimed. · 19."Products-completed operations hazard": .a. lnc!udes all "bodily irijury" 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;' wiil be deemed. completed at the eariiesl of. the following times : (a) When all of the work .called for in your · co11tract has been completed. (b) When all of the work to be. done at the job site has been completed if your contr~ct calls for work at more than one job site. (c) When that part of the work dOne at a · job site has been put to its intended use by any person or organization .ether than another contractor or subcontl'clctor ~orking on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will l:)e treate<i 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 treated by the "loading or unloading" of that vehi.cl!;! by any insured; (2) The existence of tools, uninstalled equiprnent or abandoned or unused materials; or (3) Products or operations for which the classification, llsted iri the Declarations or in a policy Schedule, states that produi::ts- HG 00 01 0916 completed operations are subject to the General Aggregate Limit. 20. "Property damage'' means : a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall 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 shall be .deemed to occur at the time of the "occurrence" that caused it. · ·· As used in this definition, computerized or electronically stored data, programs or software are .not tangible property. Electronic data means information, facts or pr:ogr;3ms: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells; (Jata processing devices or any other media which are used with electronically controlled equipment. · 21. "Suit" means a civil proceeding in which damages because of "bodily injury", ''property damage" or ''persona! and advertising injury" to which this insurance applies are alleg~d . "Suit'' includes: a. Ar) arbitration proceeding in which such damages are claimed and to which the insured must submit of does submit with our consent; or b. Any at.her alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. ''Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to . meet seasonai or short-term workload conl:Jitions, 23. "Volunteer worker" means a person who a. Is not your ''employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by yoi,i; and d. Is not paid a fee , salary or other compensation by you or anyone else for their work performed for you. · · HG 00 010916 24. "Your product": a. Means: (1) Any goods or products, other than rE;lal property, manufactured, soid, handled, distributed or disposed ofby: (a) You; (b) OthersJrading under your name; or (c) A person or organization whose business or assets you have acquirecj; <!r:ld (2) Ccintainers (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, durabi!ity, performance or use of "your product"; and · · (2) The prC>viding of or failure lei provide warnings orinstructions. c. Does not include vending machines .or other property rented .to or locate.d for the · use of others but not sold. · 25. "Your work": a. Means: (1) Work or operatiqns performed by you or on your behalf; and (2) Materials, parts or equipmerif furnished in connection with such work or operations . b .. Includes (1) Warranties or representations made at any time with respect to the fitn~ss, qualfty, durability, performance or use of "your work", and . . . (2) The providing of or failure to provide warni ngs or i.nstructioris. Page 21 of 21 l THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: s 7 WE GE22 91 Endorsement Number: Effective Date: 10/01/18 Effective hour is the s9,me as stated on the Information Page of the policy. Named Insured and A(:ldress: DASHER .T ECHNOLOGIES, INC_ 67 5 CAMPBELL TEC.HNOLOGY PKWY CAMPB;ELL, CA 95008 We have the right to recover our payments from anyone liable for an injury .covered by this policy_ We will not enforce our right against the person or organization named in the Schedule. This agreement shall not.operate directly or indirecUy to benefi t anyone not named in the Schedule. AffY PER,<;JON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. form WC 00 0313 Printed in u;sA Process Date: 10/01/18 SCHEDULE Countersigned by --------------,------Au th 9 r i zed Representative Policy Expiration Date: 10/01/19