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18-233 LSA Associates, Inc., Preparation of CEQA document for public storage
CITY OF fl DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH LSA ASSOCIATES INC CUPERTINO PUBLIC STORAGE DEVELOPMENT. 1. PARTIES This Agreement is made and entered into as of November 19 2018 ---"-'---'-_;_:-'-~-'---"-'-..C....C....c...._ ___________ _ ("Effective Date"), by and between the City of Cupe1iino, a municipal corporation ("City"), and LSA Associates Inc ("Consultant"), a Corooration for preparation of CEQA document for Public Storage at _2_05_6_5_V_al_le~y_G_re_e_n _D_r ______________________ ("Project"). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal ("Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to "Services" in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its eITors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2019 unless terminated earlier as provided herein ("Contract Time"). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opp01iunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"), and must complete each task within the time specified in Exhibit B. Projec t Public Storage Design Professional Agree ment (single) /Rev. May. 201 8 Page I of I 0 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $ 31 750 ("Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant$ 31 750 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to , subConsultant's costs, materials, supplies, equipment, travel , taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price prop01iionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $ 0 . Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If · paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site . 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month . City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services . The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks . If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. Project a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in 30 minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. Public Storage Design Professional Agree men t (s ing le) /Rev. May. 2018 Page 2 of 10 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated re ceipts for Reimbursable Expenses. 5. IND EPENDENT CONTRACTOR 5.1 Statu s. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker's compensation, retirement, or any City benefit. 5.2 Qualification s and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area . Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any subConsultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License. 5.4 SubConsultants. Unless prior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any viol ations pursuant to the indemnity provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must take prompt measures to avoid, mitigate , and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant 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. Consultant shall hold in confidence all City information and use Pr oj ec t Public S torage Desig n Pr of e ssiona l Ag ree ment (s ing le) /Re v. May. 201 8 Pa ge 3 of 10 it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other info1mation or work, in any medium, prepared by Consultant under this Agreement ("Work Product"), will be the exclusive property of the City and shall not be shown to a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not "works for hire", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized 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 Consultant and its SubConsultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's performance, benchmarks and deliverables. The records and supp01iing documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Consultant will provide City full access to Consultant's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or Project Public Storage Design Profess ional Agreement (single) /Rev. May. 2018 Page 4 of IO audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract br ea ch , or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreeme nt , City will be provided access to records ofreimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant 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 Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY/ SIGNS Any publicity generated by Consultant 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 releases, 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 Agreement, without prior written approval from the City . 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel , Consultant agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers , officials , employees, agents, servants, volunteers and consultants (collectively, "Indemnitees "), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, claims, actions, causes of action, demands or charges whatsoever against any lndemnitee, including any injury to or death of any person or damage to property or other liability of any nature ( collectively, "Liability"), that arise out of, pertain to , or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, officials , employees, agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees, and all other costs and fees oflitigation. In addition to its indemnity obligations , Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such Liability. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend , and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to , or relates to Consultant 's Pr oject Public Storage Design Professional Agreement (single) /Re v. May. 2018 Page 5 o f 10 negligence , recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expe1t fees and all other costs and fees of litigation . c. Claims for Other Liability. For all other liabilities not included in provisions "b" and "c" above , Consultant shall indemnify, defend, and hold harmless the Indemnitees against any and all liability, claims , actions , causes of action or demands whatsoever, including any injury to or death of any person or damage to property , or other liability of any nature arising out of, pe1taining to , or relating to the performance of this Agreement by Design Professional , its employees, officers , officials , agents or subconsultants, including liability based on breach of contract, obligations, or wairnnties , or any unauthorized use or disclosure of City's confidential and proprietary information. 11.2 Consultant will assist City, at no additionaT cost, in the defense of any claim , dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price , to Workers ' Compensation claims , or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any oflndemnitees' defense related costs will be limited to its proportionate share of fault , as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8 . 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant 's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim , a purchase order, another transaction, litigation , or dispute resolution. Without waiving any rights , City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences , Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here a s Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory ce1tificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agree ment. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authori zation of employees performing the Services, as required by the Immigration Reform and Control Act, or othe r federal or state law, rule or regulation . Pr oj ec t Pu bli c S torage Des ig n Pr ofessional Agree m en t (single) /Rev. May. 20 18 P age 6 o f 10 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a "public works" component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City's Labor Compliance Program and with state labor laws pertaining to working days, overtime , payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more , Consultant must comply with the apprenticeship requirement in Labor Cody Section 1777.5. 13.3 Discrimination Laws. Consultant 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. Consultant shall comply with all anti -discrimination laws, including Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant , an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts oflnterest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant 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 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14 .1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Erick Serrano , who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City's reasonable approval, Consultant's Project Manager for all purposes under this Agreement will be T_h_et_·e_s_a_W_al_la_c_e __________ _ who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. Pr oj ec t Public Storage Des ign Professional Agree ment (si ng le) /Rev. May. 20 18 Page 7 of 10 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs , which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges includingjob closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant's final invoice reasonably approved by the City . 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers a ll Work Product to City . All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the patiies are subject to all valid laws , orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). If a dispute arises, Consultant 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 C it y initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal 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. This Section survives the expiration/termination of this Agreement. 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 wa iver of any breach shall not be deemed to constitute waiver of another te rm , provision , covenant or condition , or a subsequent breach , whether of the same or a different character. Pr ojec t Public Storage Des ign Pr ofessiona l Agree m en t (single) /Rev . May. 20 /8 Page8o fl0 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between this main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY /PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Erick Serrano Email: ericks@cupertino.org Pr oj ec t Public Storage To Consultant: LSA Associates, Inc 157 Park Place Pt Richmond CA 9480 I Attention: Theresa Walllace AICP Email: --------------- De s ig n Profes sional Agree ment (sing le) /Rev. May . 20 I 8 Page 9 of 10 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupe11ino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. EXECUTION The person execut in g this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all act ion s herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agre-ementmay be executed i-n eeunterpat'fs,eaeh ene-ef which-is deem ed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earli er in this Agreement. CONSULTANY(fT /1/ 7~ By // . NameR obJVJc (an V) Title ~ Eo '-' Date / I /1} Zu lcJ ---~-+,------ Ta x l.D. No.:94-234 161 4 ------- Cupertino Acting City Attorney GRACE SCHMIDT // · ;a 1 (v- City Clerk /, a Pr qjec t Public S torage CITY OF CUPERTINO A Municipal Corporation /J By .4d~@/- Name Aarti Shrivastava Title Assistant City Manager Date ijl+j;t' Des ig n Pr of ess iona l Agree m ent (s in g le) /Re v. May. 201 8 Pa ge 10 of 10 LSA September 20, 2018 Erick Serrano Associate Planner City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Subject: Proposal to Prepare CEQA Documentation for the Cupertino Public Storage Project Dear Mr. Serrano: CARLSBAD FRESNO IRVINE LOS ANGELE S PALM SPRING S POINT RICHMOND RIVER SIDE ROSEVILLE SAN LUIS OBISPO This letter describes the scope of work that LSA Associates, Inc . (LSA) will undertake to prepare an environmental assessment per the California Environmental Quality Act (CEQA) for the Cupertino Public Storage Project (proposed project). Based on our review of the information and updated studies provided to us and our discussion on May 10, 2018, LSA believes that the proposed project is exempt from further environmental analysis under CEQA Section 15332 (Class 32 Exemption for Infill Development Projects). The rationale for this exemption is described in more detail in this proposal. To support the exemption, we propose to prepare a memorandum, supported by technical studies, that describes the project and compliance of the project with the conditions listed in Section 15332 . This scope of services supersedes the scope previously provided on September 17, 2018. LSA has assembled a project team that provides the full range of required expertise to successfully complete the necessary work. The project team will consist of the following key LSA staff members: Theresa Wallace, AICP, Principal, who will serve as Principal-in-Charge and Matthew Wiswell, who will serve as Project Manager. LSA technical specialists will include Amy Fischer, Principal, JT Stephens, Associate/Noise Specialist and Cara Carlucci, Planner, who will coordinate and prepare the air quality, greenhouse gas emissions, and noise analyses, and Ken Wilhelm, Principal and Daniel Chuong, Transportation Planner, who will prepare a trip generation and traffic analysis memorandum. PROJECT UNDERSTANDING LSA's understanding of the Cupertino Public Storage Project (proposed project) is based on the project plans dated April 6, 2018, and our discussion with City staff on May 10, 2018. The proposed project involves the demolition of the existing 53,779-square-foot single-story storage facility and construction of a 260,840-square -foot storage facility at 20565 Valley Green Drive in the City of Cupertino (Assessor's Parcel Number [APN] 326 -10-044). The proposed project would include two climate-controlled buildings with approximately 1,855 storage units and a resident manager unit. Access to the project site is provided through a driveway at the northeast corner of the site that connects to a shared driveway that ends at Valley Green Drive. The project site is bounded to the north by Interstate 280 (1-280), to the east and west by multi-family residential units, and to the south by commercial uses. 157 Park Place, Pt. Richmond , California 94801 510.236 .6810 www.lsa.net l5A is c, business name of LSA Associates, Inc. EXHIBIT A LSA WORK PROGRAM APPROACH Based on our review of the project plans and CEQA streamlining provisions, as well as our discussions with the City, we believe the project would be exempt from environmental review pursuant to Section 15332 of the CEQA Guidelines (Class 32 Infill Project). Class 32 consists of projects characterized as in -fill development meeting the following conditions: a. The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations; b. The proposed development occurs within city limits on a project site of no more than 5 acres substantially surrounded by urban uses; c. The project site has no value as habitat for endangered, rare or threatened species; d . Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and e. The site can be adequately served by all required utilities and public services . In addition to investigating the applicability of the Class 32 exemption, LSA will assess whether any of the exceptions to qualifying for an exemption are present. While we are currently unaware of any unusual circumstances that may potentially lead to a significant effect, LSA will review the project and site for potential issues not addressed in the scope of services identified below. ASSUMPTIONS This scope of work is based on the following assumptions: • The City will be responsible for distributing the final memorandum. • The City will be responsible for filing all notices associated with the project. SCOPE OF WORK LSA proposes to prepare a memorandum that briefly describes the project and compliance of the project with the conditions listed in Section 15332. Any exceptions to these conditions identified as part of this evaluation will also be discussed. To prepare the memorandum, LSA will conduct a review of the existing documentation provided by the applicant in support of the proposed project. Preparation of the memorandum and the review of existing materials will include the following tasks: Task A. Project Initiation Project initiation tasks will include a combination site visit and on-site meeting with City staff and collection and review of revised project plans and applicable background materials. LSA will also prepare a project description. The project description will be reviewed by the City and the applicant team and comments will be submitted back to LSA prior to beginning the technical analysis. 9/20/18 2 LSA Task B. Prepare Memorandum LSA will prepare a technical memorandum to substantiate that the project qualifies for a categorical exemption from CEQA under Section 15332. The memorandum will include evidence prepared by LSA including transportation, air quality, noise, and greenhouse gas emiss ions technical studies. LSA will organize the info r mation from the technical studies and prepare an Administrative Draft Memorandum, and, based on receipt of one set of consolidated and non-contradictory comments, will prepare a Screencheck Draft Memorandum and a Public Review Draft Memorandum. This scope assumes all memorandum drafts would be provided electronically . For each technical issue identified in Section 15332 and addressed in Task B, LSA will include a brief description of the existing environmental and regulatory settings and, where appropriate, identify project features and how they relate to each issue. In addition to addressing Section 15332 topics, LSA will also describe the project's relationship to any exceptions or potential unusual circumstances listed in CEQA Section 15300.2. LSA will collect the information developed for the project, as well as applicable planning and regulatory documents, and will undertake the following tasks for the topics of noise, air quality and greenhouse gas emissions and traffic: A i r Qu ality and Greenhouse Gas Impact Analyses The proposed project at 20565 Valley Green Drive in Cupertino is located in the San Francisco Bay Air Basin . Air quality in this area is administered by the Bay Area Air Quality Management District (BAAQMD). Following the BAAQMD 's CEQA Air Quality Guidelines, LSA will prepare a Draft Air Quality Impact Assessment (AQIA) to identify existing air quality conditions and potential air quality and gr eenhouse gas (GHG) impacts resulting from the proposed project by undertaking the following subtasks. Describe the Existing Regulatory Framework. The existing regulatory framework for air quality, including existing air quality laws and regulations and the roles of the local agencies (including the California Air Resources Board [ARB], the BAAQMD, and the City), will be described. Obtain and Describe Air Quality Monitoring Data . Project setting meteorological and air quality data developed through the ARB and climatological and air quality profile data gathered by the BAAQMD will be utilized for the description of existing ambient air quality. Most recent published air quality data from air quality monitoring stations in the vicinity of the project site for the past three years will be included to help highlight existing air quality. LSA will also use the BAAQMD's mapping tool to locate permitted source location and emission profiles for facilities within 1,000 feet of the project site. Other sources, such as regulatory documents, professional publications, and LSA's past experience in the project area, will supplement background information. Assess Project Construction Emissions. Construction activities associated with the proposed Project would generate increased particulate emissions associated with demolition, grading, soil hauling, and other construction activities on the project site. Construction equipment exhaust would also be a source of air pollution. LSA will calculate the regional construction emissions using the latest version of the California Emissions Estimator Model (CalEEMod). 9/20/18 3 LSA Conduct a Construction Health Risk Assessment. LSA will conduct a Health Risk Assessment (HRA) using the methodology in the BAAQMD's Recommended Methods for Screening and Modeling Local Risks and Hazards (2012; revised 2014) for permitted stationary sources, roadway sources, and project construction activities to determine pollutant concentrations and health risk levels for adjacent off-site residents. The HRA will identify the cumulative risk from permitted Toxic Air Contaminant (TAC) sources within 1,000 feet of the project site boundaries using the BAAQMD's Google Earth tool. Sources identified with a nonzero cancer risk will be reported and mapped. In addition, construction equipment will be evaluated based on construction fleet and duration of use information provided to LSA. The BAAQMD and California Air Pollution Control Officers Association (CAPCOA) have prepared detailed instructions for the air modeling required in HRAs. LSA will follow these documents in completing this task. AERMOD is the preferred regulatory model because it uses a refined meteorology and topography input. LSA will work with the BAAQMD on identifying appropriate meteorology for the Cupertino vicinity for use with AERMOD as necessary. Based on the anticipated construction activity and the proximity of the adjacent residential receptors, in order to avoid identification of mitigation measures to reduce potentially significant impacts, it may be necessary for the project construction plans to incorporate construction equipment that meets a minimum ARB Tier 2 with Level 3 particulate filter emission standards. LSA will discuss construction equipment assumptions with the project team prior to initiating the analysis. The project applicant will need to provide LSA with any information related to project stationary sources of emissions, such as an emergency generator. LSA will prepare an HRA that will summarize cancer risk, noncancer risk (chronic and acute), and concentrations of particulate matter less than 2.5 microns in diameter (PM2.5). For health risks, significance thresholds a re expressed as an excess cancer risk, a noncancer chronic and acute hazard index, or a PM2.5 concentration. LSA will compare the results of the HRA with the BAAQMD's recommended threshold. Assess Project Operation-Period Impacts. The project would generate new vehicular trips within the region. Emissions associated with long-term operations from vehicle trips will be calculated with CalEEMod. In addition, emissions associated with stationary sources, such as on site energy consumption, will be estimated. Assess Greenhouse Gas Emissions. LSA will provide a quantitative assessment of GHG emissions associated with relevant sources related to the project, including construction activities, new vehicle trips, natural gas and electricity use, water usage, and generation of solid waste using CalEEMod. The project applicant will need to provide LSA a list of "green features," such as energy-efficient lighting, low-flow water fixtures, or increased energy-efficient design, for incorporation into the GHG analysis. Determine the Project's Consistency with Adopted Plans. LSA will review adopted plans related to clean air and the reduction of GHG emissions in California, the Bay Area, and Cupertino, to determine the project's consistency with these plans. 9/20/18 4 LSA Mitigation Measures. For a project to be categorically exempt from CEQA, project impacts must be less than significant . Therefore, if the project requires mitigation, a Categorical Exemption (CE) is not applicable. As such, the project is anticipated to have a less than significant effect on the environment, and no mitigation would be required . If LSA identifies a potentially significant impact related to air quality, LSA will stop work and immediately notify the City . LSA will recommend standard dust suppression best management practices recommended by the BAAQMD for incorporation into the project construction plans . LSA will collect the results of the tasks identified above and will prepare a technical memo as an appendix to the CE Memorandum. Noise Im pact Analysis The Noise Impact Analysis will evaluate the proposed project for its potential noise impacts. LSA will prepare a technical Noise Impact Analysis consistent with applicable procedures and requirements . The following tasks will be undertaken to provide a noise impact analysis technical memo: Review Traffic Analysis Information. After a review of the Trip Generation Memorandum, described below, the technical noise and vibration analysis will be prepared consistent with all applicable procedures and requirements of the City of Cupertino . Where necessary, the analysis will provide detailed information regarding impacts and project design features to comply with local standards and requirements. LSA will gather three long-term, 24-hour noise measurements at the perimeter of the proposed project site. The results of the noise level measurements will be used to establish the existing noise environment and assist in the prediction of future noise impacts. Construction Noise Analysis. LSA will evaluate potential short-term construction-related noise and vibra t ion impacts using the Roadway Construction Noise Model (RCNM) and Federal Transit Administration (FTA) vibration guidance to evaluate potential impacts from the project site to the neighboring uses as well as the nearest sensitive receptors. The City's standards for sensitive land uses (e .g., residential uses) will be used to assess the noise impacts, and the FTA criteria will be used to assess potential vibration impacts. Analysis of Stationary Noise Sources. LSA will evaluate potential operational noise impacts from stationary sources, including heating, ventilation, and air conditioning (HVAC) equipment; truck deliveries; and parking lot activities . Impacts associated with these operations will be compared to the City 's Municipal Code based on the surrounding land uses. Analysis of Mobile Noise Sources. LSA will evaluate potential traffic noise impacts using the Federal Highway Administration (FHWA) Roadway Noise Model based on the trip generation information at multiple distances from the centerline of the road. The results of this analysis will be utilized in conjunction with the noise measurements to determine future transportation noise impacts as compared to the City 's noise standard for off-site sensitive uses . Mitigation Measures. For a project to be categorically exempt from CEQA, project impacts must be less than significant. More simply stated, if the project requires mitigation of any kind, a CE is not applicable. As such, the project is anticipated to have a less than significant effect on the 9/20/18 5 LSA environment, and no mitigation would be required. If LSA identifies a potentially significant impact related to noise, LSA will stop work and immediately notify the City. Report Preparation. LSA will summarize the above findings in a Noise Impact Analysis technical memorandum that will also include the settings and regulatory requirements, and will be attached to the CE Memorandum as an appendix. Trip Generation Memorandum According to the City's General Plan Circulation Element, which is based on the Congestion Management Agency's (i.e., Santa Clara Valley Transportation Authority [VTA]) guidelines, a full Transportation Impact Analysis (TIA) is required if the project is expected to generate 100 or more a.m . or p.m. weekday peak-hour trips using the City's approved trip generation rates. The VTA threshold is consistent with the national Institute of Transportation Engineers (ITE) "Transportation Impact Analyses for Site Development" (2010), which suggests a TIA be conducted when a proposed development will generate 100 or more added new trips during the adjacent roadway's peak hour or the development's peak hour. ITE states this trip threshold is appropriate for the following reasons: 1. An additional 100 vehicles per hour can change the level of service or appreciably increase the volume-to-capacity ratio of an intersection approach; and 2. Left-or right-turn lanes may be needed to satisfactorily accommodate project traffic without adversely affecting through (non-project) traffic. Based on the Project Description, LSA believes the project will not add an additional 100 trips during a weekday a.m . or p.m. peak hour and would not meet the criteria described above. LSA will prepare a memorandum presenting the trip generation for the project and documenting that preparation of a TIA is not necessary for attachment to the CE Memorandum . In the event it is determined that the project would generate 100 or more a.m. or p.m. weekday peak-hour trips using the City's approved trip generation rates, LSA will cease work and contact the City. Task C. Project Management and Meetings Theresa Wallace and Matthew Wiswell will undertake a variety of general project management tasks throughout the CE memorandum preparation period, and will provide oversight of scope, budget, contract management, scheduling of the project, and quality assurance for all work undertaken. Theresa will also be available for consultation on CEQA procedural matters as well as application of the CEQA Guidelines to this project. LSA has also included budget for up to two conference calls with City staff regarding the memorandum and two public meetings. 9/20/18 6 Exhibit B & C LSA SCHEDULE The schedule for this scope of work is shown in Table 1, with an assumed start date of September 27, 2018. Based on this schedule, an Administrative Draft Memorandum would be available in approximately 7 weeks, respective of holidays. The Public Review Draft Memorandum would be available within approximately 2 Yz months of the start date. While this schedule is aggressive and realistic, LSA welcomes the opportunity to strategize with City staff on ways to shorten the schedule . BUDGET For completion of the scope of work discussed above, LSA proposes a total budget of $31,750 as shown in Table 2. LSA suggests including a 5 percent contingency of $1,600. The contingency amount would not be used without written authorization from the City . With the contingency amount the total contract would be $33,350. Our standard contract provisions and billing rates are attached. As always, we look forward to discussing this scope and making revisions as necessary to meet your needs. Please contact Theresa or Matthew at 510-236-6810 or by e-mail at The res a.Wallace@lsa.net or Matthew.Wiswell@lsa.net if you have any questions. Sincerely, LSA ASSOCIATES, INC. Theresa Wallace, AICP Principal-in-Charge ~ Matthew Wiswell Project Manager Attachments: Schedule of Standard Contract Provisions and Billing Rates 9/20/18 7 EXHIBIT B Table 1: Cupertino Public Storage Project Schedule Milestone Responsible Party Duration Datesa Authorization to Proceed (Assumed Date) City --Sep 27, 2018 Provide Project Description Inputs/Requested Information Needs Applicant --Sep 27, 2018 Prepare Project Description LSA 1 week Oct 3, 2018 Review Project Description City 1 week Oct 10, 2018 Prepare Administrative Draft Memorandum and Technical Studies LSA 6 weeks Nov 21, 2018 Review Administrative Draft Memorandum and Technical Studies City 2 weeks I Dec 5, 2018 Prepare Screencheck Draft Memorandum and Technical Studies LSA 1 week Nov 28, 2018 Review Screencheck Draft Memorandum and Technical Studies City 1 week Dec 5, 2018 Prepare Public Review Draft Memorandum and Technical Studies LSA 1 week Dec 12, 2018 Distribute Public Review Draft Memorandum and Technical Studies City ---- City Council & Planning Commission Meetings City/LSA --Dec/Jan 2018 a Some dates may need to be revised to accommodate holidays and/or City VTO days. U:\PROPOSAL\-201811. Berkeley-prior to 6-15-18\18032-Public Storage Cupertino\9-20-18 Draft Schedule.xis (9/20/20 18) EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. JNSURANCE POLICIES AND MINIMUMS REQUIRED l. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01 ). If 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 that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability 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 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) 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 "extended rep01ting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-!nsurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 1 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents , servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or IO days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds 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 and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability 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. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, orbetter. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader 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 reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D-lnsurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 10/25/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Dealey, Renton & Associates ;_t,~>N,t Ext\· 51 0-465-3090 I FAX 600 Anton Blvd ., Suite 100 (A/C Nol : 714-427-6818 E-MAIL Costa Mesa CA 92626 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hartford Fire Ins . Co. 19682 INSURED LSAASS0Cl1 INSURER B : Berkley Insurance Company 32603 LSA Associates, Inc. INSURER C: 20 Executive Park , Suite 200 , Irvi ne CA 92614 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1515561003 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN . THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,.,ec ""'D POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI LIMITS A GENERAL LIABILITY 57U UNIF148 8 9/30/2018 9/30/2019 EACH OCCURRENCE $1,000 ,000 1--DAMAG E TO RENTED X COMMERCIAL GENERAL LIABILITY PREMI SES /Ea occ urrence\ $300,000 1--D CLAIMS -MA DE 0 OCCUR 1-- MED EXP (A ny one person) $10,000 PERSONAL & ADV INJURY $1 ,000 ,000 1-- GENERAL AGGREGATE $2,000 ,000 1-- GEN'L AGGREGATE LIMIT APPLIES PER: PRODU CTS -COMP/O P AGG $2,000,000 n POLICY rx1 \'tR,:: nLOC $ A AUTOMOBILE LIABILITY 57UUN IF 1488 9/30/2018 9/30/2019 COMBINED SINGLE LIMIT (Ea accident\ $1000000 1-- X ANY AUTO BODILY INJUR Y (Per person) $ 1--ALL OWNED 1-- SCHEDULED BOOIL Y INJUR Y (Per accident) $ 1--AUTOS 1--AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accident\ 1--1-- $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ 1-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ A WORKERS COMPENSATION 57WEGG5794 9/3012018 9/3012019 x 1.x;g;T~Jg;:, I IOJ~- AND EMPLOYERS" LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ~ NIA E.l. EACH ACCIDENT $1,000 ,000 OFFICER/MEMBER EXC LUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYE E $1.000.000 If yes, describe under DES CRI PT ION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1 .000 .000 B Professional AEC902316002 9/3012018 9/3012019 $2 ,000,000 per Claim and Pollution $4,000,000 Anni Aggr. Liability DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule , If more space is required) General Liability Policy excludes claims arising out of the performance of professional services . Re : COC1803 , Public Storage Valley Green Dr.. The City of Cupertino, its City Council, officers , officials, employees, agents, servants and volunteers are Additional Insured as required by written contract. Primary and Non-Contributory as required by written contract. Waiver of Subrogation as required by written contract. CERTIFICATE HOLDER City of Cupertino* Attn : Erick Serrano 10300 Torre Avenue Cupertino CA 95014 CANCELLATION 30 Da Notice of Cancellation/10 Da SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved . ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD COMMERC IAL GEl'JERAL LIABILITY Policy#57UUNIF1488 CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED .. OWNERS , LESSEES OR CONTRACTORS -CO MPLETED O P ERATIONS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIAB-ILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations A.ny perscn or organi :>.at ion witn whom you All pro ject s or loc ations covered unde~- have agreed in a written cont:::-act, cnis policy. agreement , or pe rm it. Information required to complete this Schedule, if not shown above. will be shown in the Declarations . A. Section II -Whc Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only w ith respect to liability for "bodily injury" or ''property damage" caused , in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additiona l insured only applies to t11e extent permitted by law ; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insuran ce afforded to such additional insured will not be broader than that which you are required by tl1e contract or agreement to provide for such additional insured B . With respect to the insurance afforded to these additional insureds. the following is added lo Section !II -Limits Of lnsuran.ce: If coverage provided to the additional insured is required by a contract or ag reemen t, 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. Avai lable under the applicable Limits of insurance shown in the Declarations ; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations CG 20 37 04 '13 © Insurance Services Office Inc .. 2012 Page ·I of 1 Policy #57UUNIF1488 COMMERCIAL GENERAL LIABILJTY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL I SURED ... OWN ERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or~anization(s) Locatior.(s) Of Covered Operations Any person or organizat±.on wit.h whom you have, ll.11 projE:c ts or locac.i ons cover ed u:-.der thi~ a·3~eed in a wrl tr-en contract , agreem~nt. :-,r ,:,o l i,::y. pernn c. Information required to complete this Schedule , if not shown above, will be shown in the Declarations. J.j,_ Se~tio11 ii -Who Is An insured is amended to include as an additional ins ured the person (s) or organizati on(s) shown in the Schedul e. but only with respect to liabilit y for "bodily injury", "property damage" or "persona l and advertising in jury" caused , in whole or in part , by : ~. Your acts or omissions ; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the locat ion(s ) designated above . However: 1 . T he insurance afforded to such add1t1onal insured only applies to the exte nt permitted by law : and 2. If coverage provided to the additional insured is required by a contract or agreement , the insurance afforded to such additional in sured will not be broader than that which you are required by th e contract or agreement to provide for such ,additional insured . 8. With respect to the insurance afforded to these additional insureds , the following addit io nal ex clusions apply : This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials. parts or equipment furnished in connection with such work , on the project (o ther than service , maintenance or repcJirs) to be performed by or on behalf of th e additional insured(s ) at the location of th e covered operations has been completed ; or 2. That portion of "your work'' out of which the injury or damage arises has been put to its intended us e by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project CG 20 10 Q.L'I 13 @ Insurance Services Office , Inc . 2012 Page 1 of 7 Policy #57UUNIF1488 C O MMERClt\L GENERAL LtP.BI LITY COVERAGE FO RM Various prov1s1ons in this policy restrict coverage . Read the entire policy carefully to determine rights, duties and what is and is not covered . Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations . and any other person or organization qualif11 in g as a Named Insured under tl1is po licy. The words "we". "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organ ization qualifying as such under Section JI - Who Is An Insured . Other words and phrases that appear in quotation marks have special meaning. Refer to Section \I - Definitions . SECTION I -COVERAGES COVERAGE A BODILY INJURY AND PROPERTY Dt'I.MAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" o r "p roperty damage" to which this insurance app li es. We will have the right and duty to defend tl1e insured against any "suit'' seeking those damages. However, we will have no duty to defend the insured against any "suit'· seeking damages for "bodily injury" or ''property damage" to which this insurance 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 w ill pay for damages is lirnited as described in Section Iii -Limrts Of Insurance; and (?.) Our right and duty to defend ends when we have used up the applicable limit of insurance i11 the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No ot11er obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments -Coverages f, and B. I;. This insurance applies to "bodily inJury" and "property damage·' only if HG00 0 1091 6 (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "cove rage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period ; and (3} Prior to the policy period , no insured listed under Paragraph i. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "b odily injury" or "property damage" had occurred , in whole or in part . If such a listed insured or authorized "employee" knew . prior to the policy period. that the "bodily injury" or "property damage" occurred, then any continuation. change or resumption of such ''bodily injury" or "property damage" during or after the policy period will be deemed to have been known pr-ior to the policy period. c. "Bod il y injury" or "property damage" will be deemed to have been known to have occurred at the earli est lime wl1en any insured listed u nder Paragraph 1. of Section II -Who Is An Insu red or any ''emp loyee" authorized by you to give or receive notice of an "occurrence" or claim : {1} Reports all. or any part, of the "bodily injury" or "property damage" to us or any othe r insurer; (?.) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that ''bodily injury" 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 deat11 resu lling at any tim e from the "bodi ly injury". e. Incidental Medica l Malpractice And Gocd Samaritan Coverage "Bod il y injury" arising out of t11e 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 : Pa ge 1 of 21 © 2016 The Hartford (Includes copyright ed ma terial of Insurance Services Office , Inc . with rts permission.) Policy #57UUNIF1488 {1) Professional health care services such as. (a) Medical , surgical , dental , laboratory X· ray or nursing services or tr e atment. advice or instruction, or the related furnishing of food or beverages : {o) Any l1eall11 or l11erapeuiic service. treatment , advice or in struction ; or {c) The furnishing or dispensing of drugs or medical , denta l, or surgical suppli es or appliances : or (2) First aid services , which include : (a ) Cardiopulmonary resuscitation , wl1ether performed manually or wit h a defibrillator; or (b) Services performed as a Good Samaritan . For the purpose of determinin g the limits of insurance , any act or omissi on together wi th all re late d acts or omissions 1n the furnishing of th ese services to any on e person will be considered one "occurrence". However, this Incide ntal Medical Malpractice And Good Samaritan Coverage provis ion app lies only if you are not engaged in the bus iness or occupation of provid ing any of the services descri bed in this provision 2 . E.~c l u sio ns This insurance does not apply to : a. Expected Or Intended Injury "Bodily inj ury" or "property damage" ex pected or intended from the standpoint of the insured . This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasona ble force to protect pe rsons or property . b. Contractual Liabili t y "Bodil y injury" or "property damage" for which the insured is obligated to pay damages by reason of t11e assumption of liabilit y in a contract or agreement. This exclusion does not app ly to liability for damages : ('l) T hat the ins ured wou ld have 1n the absence of the contract or agreement ; or (?.) Assumed in a contract or ag ree ment that is an "insured contract ", provided the "bod ily Injury" or "property damage" occurs subsequent lo the ex ecution of the contract or agreement So lely for the purposes of liabili ty assumed in an "insured co ntract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insu red are deemed to be damages because of "bodily injury" or "pro pert y d am age", provided. Page 2 of 21 {a) Liability to such party fo r , or fo r the cost of. that party's de fe nse has also been assumed in the same "insured contrac t"; and (b) Such attorney fees and litigation expenses are for d efense of that part y against a civil or alt ernative dispute resolut ion proceeding in which damages to which this insurance applie s are alleged c . Liquor Liability "Bod ily injury" or "property damage" for which any insured may be held lia ble by reason of- (1) Causing or contributing to the intoxication of any person : (2} The furnishing of alcoholic beverages to a person und e r the legal drin kin g age or under the influence of alcohol, or (3) Any statute, ordinance or regulation re lating to the sale , gift , distribution or use of alcoho lic beverages . This exclusion applies even if the cla ims against any insured allege negligence or other wrongdoing in : (a) The supervision , hiring, employment , training or moni toring of others by th at insured: or (b} Providing or fail ing to provide transportation with respect to any person that may be under the in flu ence of a lc ohol; if the "occurrence" which caused t he "bod il y inJury" or "property damage", involved that whic h is described in Paragrapt1 (·i ), (2) or (3) above . However, lhis exclus ion applies only if you are in th e business of manufacturing , distribu ti ng , se lli ng , serving or furnish ing al co ho lic beverages. For the purposes of this exi::lus,on. permitting a person to bring alcoho li c beverages on your premi ses. fo1 consumption on your premises , whether or not a fee is charged or a lic ense is required for such ac tivi ty , is not by itself considered the bus iness of selling. serving or furnishing alcoholic beverages. d. Workers' Compensation .O.nd Similar i..aws Any obligation of the Insured under a workers' compensation . disability benefits 01 unemployment compensation law or any similar law. e. Employer's Liability "Bod ily injury" to (1) An "employee" of the insured arising oul or and in the course of. HG 00 0 1 09 16 Policy #57UUNIF1488 (a) Em pl oyme nt by the insured or (b) Performing duties related to the conduct of the insured's business. or (2) The spouse , child , parent . bro t11er o r sist e r of t h at "e mployee" as a consequence of Paragraph (1) above. This e xclusion applies : (1) Whether the insured may be l iable as an employer o r in any other capacity : and (2) To any ob ligation to share d amages wi th or repay someone e lse who mu st pay damages be c ause of th-e injury, This ex clusion does not apply to liab il ity assumed by the insured under an "insured contract''. f . Pollution (1) "Bodily injury" or "property damage" arising out of the actual , alleged or t11reatened discharge , d ispersal, seepage, migration, release or escape of "pollutants" (a) At or from any premises , site or location which is or was at any time owned Of occupied by , or rented or loaned to , any insured . However, this subparagraph does not app ly to (i i "Bodily injury" if sustained within a building and caused by smoke , fumes . vapor or soot produced by or origin ating from equipment that is used to heat , cool or dehumidify the building , or equipment that is used to heat water for person al use , by the bu ilding's occupants or their guests ; {ii) "Bodily injury" or "property damage" for which you may be held li able, if you are a contractor ancJ lhe owner or lessee of such premises, s ite or loc a tion has been added to your policy as an addition a l insured with respect to your ongoing operations performed for that addition al insured at that premises , site or loc at ion and such premises . site or location is not and never was owned or occupied by. or rented or loaned to , any insured , other than that additional insured: or (iii) "Bodily injury" or "property damag e" arising out of heat , smoke or fumes from a "hostile fire ". l b ) At or frnm any premises , site or location which is or was at any time used by or for any insured o r others for the handling , storage , disposal , processing or treatment of wa ste, H G 000 1 0 91 6 (c ) Wh ich are or were at any t1ml':' transported , 11andled , stored . tre at ed disposed of, or processed as waste b y or for : (i) Any insu re d ; or (:i) Any person or o rganization fo , whom you may be leg a lly responsible ; (d) At or from any premises, s it e or location on which any insured or an y contractors o r subcontractors working d irectly or indirectly on any insured's behal f are performing operations if the "pollutants" are brought on or to the premises, si te or loca tion in connection with such operations by such insured. contractor or subcontractor. However , this subparagraph does not apply to . (i) "Bod ily injury" or "property damage" arising out of th e escape of fuels , lubricants or o t her operating fl uids which are needed to perform the normal electrical , hydraulic or mechan ical functions necessary for the operation of "mobile equipment" or its parts , if such fuels , lubricants or other operating fluids escape from a vehicle part designed lo hold . store or rece ive them. This exception does not apply if the "bod il y iniury" Of "property damage" arises out of the intentional discharge. dispersal or release or the fuels , lubricants or ot her operating fiuids , or if such fuels . lubricants or other operating fluids are b rough t on or lo t11e prem ises . site or location wi t h the intent that they be discharged , dispersed or re leased as part of the operation s being performed by such insured . contractor or subcontractor; {i i) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases . fumes or vapors from materials brought into that building in conne ction wit h operations being perfom,ed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat. smoke or fume s from a "hostile fire "; or (e ) At or from any premises , site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are pe rforming operation s if th e Page 3 or 21 Policy #57UUNIF1488 operations are to test ior, monitor , clean up, remove . contain . treat . detoxify or neutralize , or 1n any way respond to . or assess tl1e effects of. "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request. demand, order or statutory or regulatory requirement that any insured or others test for , monitor, clean up , remove , contain, treat . detoxify or neutra li ze , 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 , d etoxifying or neutralizing , or in any way responding lo , or assessing the effects of , "pollutants". However, this parag raph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request . demand. order or statutory or regulatory requirement , or such c laim or "suit" by or on behalf of a governmental authority g . Aircraft, At.rto Or Watercraft "Bodily 1n1ury" or "property damage" ari si ng out of the ownership, maintenance . use or entrustment to others of any aircraft. "auto" or watercraft owned or operated by or rented or loaned to any insured . Use includes operation and "loading or unloading". This exclusion applies even if the cla,ms against any insured all ege negligence or other wrongdoing in lhe supervision. hiring . employment . training or moniloring of others by that ins ured, if t11e "occurrence·· which caused the "bodily injury" or "property damage" invo lved the ownership. maintenance , use or entrustment to others of any aircraft , ".,uto" or watercraft that is owned or operated by o r rented or loaned to any insured. This exc lusion does not apply to . ('l ) A watercraft whil e ashore on premises you own or rent; (2) A watercraft you do not own that 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 ways nex1 to . premises you own 01· rent . provided the "auto" is not owned by or rented or lo aned to you or the insured, Page 4 of 21 {•t) Liability assum ed under any "insu red contract " for the ownership , maintenance or use of aircraft or watercraft. (5) "Bodily injury" or "property clamage" arising out of: (a) The operation of machinery or equipment that is attached to, or pari of. a land vel1icle that wou Id qualify und er the definition of "m obile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principa lly garaged, or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mo b ile: equipment"; or {G) An aircraft that is not owned by any insured and is hired , chartered or loaned with a paid crew . However. this exception does not apply if the insured has any oth er insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. 11. Mobi le Equipment "Bodily injury" or "property damage" arising out of. (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rente,j or loaned to any insured ; or (2) The use of "mobile equ ipment" in. or whil e in practice for, or whil e being prepared for. any prearranged racing, speed demo lition , or stunting activity . i. W;;.r "Bodi ly injury" or "property damage", however caused, arising , d irectly or indirectly , out of: (1) War , including uncleclared or civil war : (2) Warlike action by a military force . including act ion In l1indering or defending aga inst an actual or expected attack, by any governrnenl , sovereign or other authority using military personnel or other agents . or {3} Insurrection, rebellion , revolution, usurped power. or action taken by governmental authorit y in hindering or defend ing against any of these . j. Damage To Property ''Property damage" to : (1l Property you own, rent. or occupy , including any costs or expenses incurred by you , or any other person. organizatio n or en tity , for repair , replacement liG0 0 010916 Policy #57UUNIF1488 enhancement. restoration or maintenance of such property for any reason , including prevention of injury lo a person or damage to another's property ; (:.>) Premises you sell , give away or abandon , if th e "property damage" arises out of any part of those premises. (3) Property loaned to you; (4) Personal property in the care , custody or control of the insured ; (5) That particular part of real property on which you or any contractors Qf 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 any property that must be restored , repaired or replaced because "your work" was incorrect ly perfonned on ll. Paragraphs (1), (3) and (4) of t11is exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such prem ises. rented to you for a period of seven or fewer consecutive days . A separate lim it of insurance applies to Damage To Premises Rented To You as described ir1 Section Ill -Limits Of Insurance Paragraph (2) of th is exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rent a I by you . Paragraphs (3) and (4) of this exclusion do not app ly to "property damage" arising from the use of elevators . Paragraphs (3), (.:<,), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3} and (t:.) of this exclusion do not apply to "property damag e" lo borrowed equipment while not being used to perform operations at the job site . Paragrap1-1 (6) of tl1is exclusion does not apply to "property damage" included in th e "products-completed operations haza rd" k. C~rr.age re Yot:.r r>roouct "Property damage" to "your produc t" arisi ng out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it OI" any part of it and included in the "produ cts-comple ted operations hazard" This exclusion does not apply if the damaged work or the work out of which tile damage arises was performed on your behalf by a subcontractor. HG00010916 m. Damage To Impaired Property Or Property Not Physically Injured "Property damag e" to "impaired property" or property that has not been physically injured . arising out of ('1) A defect , deticiency , inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or fa ilure by you or anyone acting on your beha lf to perform a contract or agreement in accordance with its terms. This exe:lusien does not apply lo the loss of use of othe r property arising out of sudden and accidental physical in jury to "your product" or "your work" after it has been put lo its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss , cost or expense incurred by you or others for the loss of use . witt1drawal , recall. inspection. repair. replacement. ad j ustment , removal or disposa l of: (1) "Your product": (2 ) "Your work'': or (3) "Impa ired property": if such product , wo rk, or property is wit hdrawn or recallecl from the marl<et or from use by any person or organization because of a known or suspected defect , deficiency. inadequacy or dangerous condition in it. o. Persona l And Advertising Injury "Bodily injury" arising out of "personal and advert ising injury". p . Access or Disclosure Of Conficeniia! Or Personal i nrormatior, A.nd Dat2.-re i 2ted Liability Damages arising out of: (1) Any access to or clisclosure of any person's or organization's confidential or personal information , including patents. trade secrets , processing methods , customer lists , financial information, credit card information , he a lth information or any other type of nonpublic information ; or (2 ) The loss of, loss of use of damage to . corruption of. inability to access . or inability lo manipulate electronic data . This exc lusion applies even 1f damages are claimed fo r notification costs , credit mon itoring expenses . forensic expenses , public relations expenses or any other loss , cost or expense incurred by you or others arising out of that which is described in Paragraph (i) o r (2) above Page 5 of 2"i Policy #57UUNIF1488 However. un1ess Paragraph (1) above applies, lhis exclusion does not apply to damages because of ''bodily injury", As used in this exclusion, electronic data means in formation , facts or programs stored as or on , created or used on , or transmitted to or from computer software, including systems and applications software , hard or noppy disks , CD-ROMS , tapes , d rives , cells , data processing devices or any other media whicl1 are used with electronically controll ed equipment. q. Emp loyment-Related Practices "Bodily injury" to : (1) A person arising ou t of any "employment- related practi c es"; or (2) The spouse , child, parent , brother or s is ter of that person as a consequence of "bod ily injury" to that person at whom any "employment-relat ed practices" are directed . This exclusion app li es. (1) 1/Vhether the injury-causing event described in th e definition of "employment- re lated 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 obligation to share damages with or repay someone el s e who must pay damages because of the Injury r. Asbestos ( 1) "Bodily in Jury" or "property damage" arising out of tl,e "asbestos haz.arcl". (2) Any damages , judgments , sett l e111en1s , loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or p ro perty wllich would not have occurred i n whol e or in part but for tile "a sbestos hazard"; {b ) Arise out of any request. demand , order or s1atutory or regulatory requirement lhat any insured or oth ers test for, monitor. clean up, remove, encapsulate , contain . treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos haz.ard": or (c) Arise out of any cla im or s ui t for damages because of testing for . monitoring , cleaning up . removing encapsulating , containing . treating . P ag e 6 of 21 detox1fy1ng or neutraliz ing or 1n any way responding to or assessing the effects of an "asbestos hazard ". s. Recorcitng And Distribution Cf Material O r In formation In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any act ion or omission that violates or is alleged to vi ola te . (1) The Telephone Consumer Protection Act (TCPA). including any amendment 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 Credit Reporting Act (FCRA), and any amendment of or addition to such la w, includ i ng t he Fair and Accurate Credit Transaction Act (FAC TA): or (4) Any federal , state or local statute, ord in ance or regulation , othe r than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions , that addresses. prohibits or lim its the printing , disseminat ion, d isposal, collect in g, recording , sending , transmitting, commun icat ing or distribution of material or information . Da mage To Premises Rented To You - Exceptior. For Damage By Fire, Ugt-tnirig Or E:~plosion Exclusions c. through :C . and j. through :1. do not apply to damage by fire, l ig htnin g or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section m -Limits Of Insurance. COVERAGE 8 PERSONAL AND ADVERTISI NG I\JJU~W Li/~8!LITY 1. ir,s:.i,ing J\gre€,n ent a. We will pay those sums tha t the insured becomes legally ob li gated to p3y as damages because of "persona l and advertising injury" to which this in surance app lies . We wil l have the ri ght and duty 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 "pers onal and adve rtising injury" to which this insurance does not apply. We may , at our discretion. investigate any offense and settl e any cl ai m or "suit" that may resul t. But: (1) The amount we will pay for damages is limited as described In Section ll t -Lim its Of In surance: and (2 ) Our right and duty to defend end when we have used up the applicabl e limit of ins urance in the payment of judgments or H G 00 0 1 09 16 Policy #57UUNIF1488 settlements under Coverages A or B or medical expenses under Coverage C . No other obligation or liabi lity to pay sums or perform acts or services is covered unless explicit ly provided for under Supplementary Payments -Coverage s P. and B. b. This insurance applies to "personal and ad vertisi ng injury" caused by an offense arising out of your business but only if t he offense was committed in th e "co verage territory" d uring the poli cy period . 2. -Ex.c.Jusio.ns This insurance does not apply to · a. Knowing Violation Of R ights Of Another "Personal and advertising injury" arising out of an offense committed by , at t11e dimction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury" b. Matar ;a 1 F-ub :ishe~i With Knov11ledge Of Fa!sity ''Personal and advertising In jury" arising out of oral, written or e lectronic publication. in any manner . of mate rial . if done by or at the direction of the insure d w it h kno wl edge of i1 s falsity. c. Material Pub:ished Prior To Po!icy PerioC:: "Personal and adve rtising in jury" arising out of oral . written or electronic publication, in any manner , of material whose first pu bl ication took p lace before tile beginning of the policy period d . Criminal Acts "Personal and advertising in ju 1-y" arising out of a criminal act committed by or at the direction o f the insurecl . e. Contractual liability "Pers onal and advertising in Jury " for w l11cl1 the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages ltiat the insu red would have in the absence o f t11e contract or agreement . ~ Brecich Of Contract "Personal and advertising injury" arising out of a breac 11 o f co ntra ct. excepl an im plied contract to use another's "advertising idea " in you r "advertiseme nt ". g. Quality Or Perfo rmance Of Goods -Failure To Conform To Statements "Persona l and advertising inju ry" arising out of the failure of goods . products or services l o confonn with any statement of quality or performa nce mad e in your "advertisemen t". HG00010916 ti . Wrong Description Of Prices "Personal and advert ising inju ry" ans ing out or the wrong description of the price of goods . products or services . i. lflfringement Of Intellectual Property Rights ( 1) "Personal and advertising in j ury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright. patent . tradema~. trade name. tr ade secret . ti-ad e dre§_s , service mark or other designation of orig in or authenti city; or (2) Any in jury or damage alle ged in any clam or "suit" that al so alleges a n infringement or violation of any int elle ctu al property right . wh et her such allegation of infringement or violation is made by you or by an y ot11er party involved in the claim 01 "suit". regardless o f whether this insurance wo uld otherwise app ly . However, thi s excl usion does not apply if th e on ly all egation in the claim or "su it" involvin g any in tell ectu al property right is lim ited to : ( 1) Infringement , in your "adve rtisemen t ". of: (a) Copyright ; (b) Slogan ; or (c) T it le of any li terary or art istic work ; or (2) Copying, in your "advert isem ent", a perso n's 0 1 organization's "advertising idea" or st yle of "advertisement". j. Insureds In Media Anc; Internet Type Businesses "Personal and advertising in jury" committed by an insured whose business is . (1, Advertising . broadcast ing . pu blis hing or telecasting ; (,?.) D esigning or det er mining c ontent of web sites for others : or (3) An In ternet search . access . content 01 · service provider . However, this excl usion does not apply to Paragraphs a., b. and c. of t1·1 e d efi nition of "persona l and advertising injury" und e r th e Definitions Section . For the purposes of this exc lusio n , the placing of fram es. borders or links, or advertising . for you or others anywh ere on the Int ernet. is not by itself, considered the business of advert is ing . broadcasting. pub lis hing or telecasting k. Elect;onic c ;1c:troc :p $ O r B..ill2t.: Beards "Personal and advert ising inju ry·• arising out of an e lect ronic chatro om o r bulletin board the Page i of 2 ·1 Policy #57UUNIF1488 insured hosts. owns. or over wh1c11 the insured exercises control f. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" aris ing out ol the unauthorized use of another·s name or product In your e-mail address. domain name or metatags. or any other similar ta c ti cs to mislead another's potentia I customer:;_ m. Pollution "Pe rsonal and advertising injury" arising out of the actual . alleged or threatened discharge. dispersal, seepage , migration. release or escape of "pollutants" at any time. n . Pollution-Related Any loss . cost or expense arising out of any: (1) Request, demand , order or statutory or regulatory requirement that any insured or otl1ers test for. monitor, clean up. remove. contain , treat , detoxify or neutralize, or in any way respond to. or assess the effects of, "pollutants". or (2} Claim or suit by or on behalf of a governmental authority for damages because of testing for . monitoring, cleaning up, removing. containing, treating. detoxifying or neutralizing, or in any way responding to, or assessing the effects of. "pollutants" o. War "Personal and advertising injury", t1owever caused . arising , d irect ly or ind irectly . out of (1) War , inc luding undeclared or civi l war; (2.) Warlike action by a military force , Including action in hindering or defending aga inst an actual or e:<pected attack, b~· any government , sovereign or other authority using military personnel or other agents : or (3) Insurrection , rebellion , revolution. usurped power. or action taken by governmental autho rtty in hindering or defending against any of these p. Internet A:Jverti$ements And Content Of Others "Personal and adve1iising injury" arisinq out ol : (1) An "advertisement" for others on your web site: (2) Placing a link to a web site of others on your web site · (3 ) Content , including information . sounds tex1, graphics , or images from a web site of others displayed within a frame o r border on your web site; or Page 8 of 21 (4 / Computer code , software or programmin9 used to enable . (a) Your web site : or (b ) The presentation or functionality of an "advertisement" or other content 011 your web site . q. Right Of Privacy Created By Statute "Persona l and advertising in j ury" arising out or the violation of a person's right of privacy created by any state or federal act. However, lhis exclusion does not apply to liability for damages tllat the insured would have in the absence of such stale or federal act. r. Violation Of Anti-Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securit ies "Personal and advertising injury" arising out of the nuc luation in price or value of any stocks bonds or other securities . t. Record in g Anci Distribution CY. Material O, Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly ou t of any action or omission U1at violates or is alleged to violate: {1) The Telephone Consumer Protection Act (TCPA). Including any amendment 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 Credit Reporting Act (FCRA). ancl any amendment of or addition to such law. including the Fa ir and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than tile TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions . that addresses, prol1ibits or limits t11e printing, dissemination . disposal, collecting , recording, sending , transmitting communicating or distribution of material or infonnation . u. E;;iployme:.t-Relattc Practices "Personal and advertising Injury" to ; (1) A person arising out oi any "employment- related practices"; or (2) The spouse , cl1ild . parent , brother or sister of that person as a consequence of "personal and advertising injury" lo tha t person at whom any "employment-related practices" are directed . JiG 00 01 09 16 Policy #57UUNIF1488 This exclusion applies ( 1) Whether the injury-ca using even1 described in the definition of "employment- related practices" occurs before eniployment. during employment 01· after employment oftha1 person; (2) Whether the insured may be l iable as an employer or in any other capac ity: and (3) T o any obligation to share damages with or repay someone else who must pay damages because of the injury v. Ashestos ("i) "Personal and advert ising injury" arising out of the "asbestos hazard". (2) Any damages , Judgments , settlements. loss , costs or expenses that: {a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not l1ave occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request , demand, order or statutory or regu latory requirement that any Insured or others lest for. monitor. c lean up, remove. encapsulate , contain . treat. detoxify or neutralize or in any way respond to or assess th e effects of an "asbestos hazard", or (c) Arise out of any claim or surt for damages because of testing for, monitoring , cleaning up . removing . encapsu lat 111g, containing, treating. detoxifying or neutralizing or in any way responding to or assessing th e effects of an "asbestos hazard". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure or any person's or organization's confidential or personal information. inc lu ding patents, trade secrets. processing methods. customer li sts. financial information, credit card information , ~1ealth information or any other type of nonp ubli c information . This exclusion applies even if damages are claimed for noti fication costs . credi1 monitoring expe nses. forensic expenses. publ ic relations expenses or any other loss . cosi or expense incurred by you or others arising out of an:, access to or disclosure of any person's or organization's confidential or personal information HG 00 01 09 Hi COVERAGE C MEDICAL PAYM ENTS 1. insu ri ng Agreement a. We will pay medical expenses as described below for "bodily Injury"· caused by an acc id en t : (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: f4) The accident takes place in the "coverage. territory" and during the policy period; (2) The expenses are incurred and reported to us wrthin three years of the date of the accident: and (3J The injured person examination, at our physicians of our choice reasonably require. submits to expense , by as often as we b. We will make these payments regardless or fault. These payments will not exceed the applicable limn of insurance . We will pay reasonable 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 funeral services 2. Exclusions We will not pay expe nses for "bodily injury" a. Any Insured To any insured, except "volunteer workers". b. !-:ired Person T o a person hired to do work for or on beha II of any insured or a tenant of any insured 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 ~.aws To a person. wl1ether or not an "employee" of any insured, if benefits for the "bodily inju ry" are payable or must be provided under 8 workers ' compensation or disab ilrty benefits law or a similar la w e . Athletics Activities To a person Injured while practicing . instructing or participating in any physical exercises or games. spo1i5 . or athletic contests. Page 9 of 21 Policy #57 UUNIF1488 f. Produc ts-Co mp leted Ope r ations Hazard In c luded withi n tl1e "p ro d u ct s-compl ete d ope rations h aza rd '' Q. Coverage A Exclus ions Exc lud ed u nder C o \•erag e t , SUPP LE ME N TAR Y PAY MENTS · COV E RAGES A AND 8 1 . W e will pay , wit h re s pect t o any claim w e Inves tiga te or settl e. o r any "su it" aga inst an in su re d we defend : a . All expen ses we incur . b. Up to $·1,000 for cost of ba il bonds requ ired because of accidents or traffic law vio la tions aris ing out of the use of any vehicle to which the Bo di ly In jury Liab ility Coverage app lies . We d o not have to furnish these bonds. c . The cost of appea l bonds or bond s to re lease attachmen ts , but only for bond amounts wrthin t11e app li cab le limit of insu ran c e . W e do no t have to furn is h these bonds . d . All reasonable expenses in curred by t h e insured at our request to assis t us in the investigat ion or d efen se of the c laim or ''suit", includi ng act ual lo ss o f earn ings up to $500 a day beca use of time off from work . e . Al l court cosls taxed aga ins t the insured i11 the "su it". However, such costs do not include attorneys' fees. attorn e ys' expenses , witness or expert fees , o r any other expe nses of a party taxed to the in sured f . Pre judgme nt int e rest awa r ded against th e i nsured on that part of the Ju dgment we p ay . If we make an off e r to pay the applicable limit of insu ra nce . we will not pay any prejudgmen t i nterest based on that pe riod of time after the offe r. ~. A ll inte rest o n the full amount of any j udgment that accrues after entry of t he judgment and before we have pa id, offered lo pay , or deposited in court t he pa rt of lhe judgment that is wrth in the app licable limit of insurance These payments w ill not reduce the limits of insurance . 2 . If we de fend an insured aga inst a "suit" and an 1ndemnitee of the insured is also named as a party to the "su it", we w ill defend that indemnite e if al l of the fo llow in g co nd iti o ns are mel. a. Tl1 e "s ui t" against the i ndemntt ee see k s damag es fo r wh i ch the nsured has assum e d the liabi lity of th e indemnitee in a co ntract or agreem e nt t hat is an "insure d co nt ract": b. This in suran ce appl ies to such liab ilit y ass ume cl by th e insured : c . Tl1e obl igation to de fend , or th e c ost o f th e de fe ns e of , that indemn itee, has als o bee n P age 1 0 of 21 assu m ed by the rns ured in th e same "in sured contra ct"; d. The allegations in t he "suit " and th e informatio n w e know abou t th e "o cc u rre nc e" are such tha t no confli ct ap pears to exis t betwe en the inte res ts of lh e insured a nd t h e inter es ts of t11 e indemn 1tee ; e. T he. ind e mnit ee and t he insured as k us to conduct and contro l th e d efense of t ha t indemnit e e agai ns t suet, "su it " an d ag ree tha t w e ca n assign the sam e c ounsel to defend th e i nsured and l11e 1ndemn itee. and f . T he indemnitee: ) Agre es in writing t o. (a} Coope rat e with us in the investig ation , settlement or defense of the "suit", (b) Immed iat ely send us co pies of any demands , notices , summonses or lega l papers re ce ived in connection w ith th e "suit": (c) N o tify any other insure r whos e coverage is availa ble t o th e indemnitee: and (d) Cooperate with us with respect to coordinatin g other applicabl e insuran ce ava ilabl e to t he ind e mn itee : and (?.) Prov id es us wit h written a uth o r ization to . (a ) Obtain records and oth e r in formation re lated to the "suit"; a nd (b) Condu c t and control the d efe nse of th e ind emnitee in such "suit". So long as the abo ve condit ions are m et , attorneys' fees in curred by us In ll1e defe ns e o f that indemnitee , necessary litig ati on ex pens e s in curred by us and necessary li tigation expe nse s incurred by th e indemnitee at ou r req uest wi ll b e paid as Su p plementary Payments Notwiths tanding the provision s of Paragraph 2.b .(2) of Section I -Coverage t-\ -Bod ily Injury And Property Damage Liabi lit y, such payment s will not be deemed to be damages for "bodily injury " and "property d amage" and will not redu c e the lirn rts of insurance . Ou r obligation to d efe nd an insured's indemn itee and to pay for attorneys' fees and necessary litigatio n expens es as Supp lem entary Paym e nts ends when : a. W e have us ed up th e a pp licabl e limit of insurance in the payme nt o f j udgm e nt s o r settlements ; or t. T l1e conditi ons set fort !, above. or th e terms or the agre eme nt des cr ibed in Paragraph f. above , are no lo ng e r met. HG 0 0 01 09 '1€, Policy #57UUNIF1488 SECT ION tr· WHO IS AN INSURED 1 . If you are designated 111 the Declarations as : a. An individual. you and your spouse are insureds , but only with respect to the conduct of a business of wt1ich you are ll1e sole owner . b . A partnership or joint venture , you are an insu red . Your members , your partners, and their spouses are also insureds , but only wit11 respect to the conduct of your business . c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only w ith respect to their duties as your managers. ct An organization ott1er than a partnership, joint venture or limited liability company , you are an insured. Your "executive officers" and directors are Insureds, bu! only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to thei r li abil ity as stock holders. e. A trust. you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees . 2. Each of the fo llowing 1s also an insured . c:.. Employees Ar.c: Vo lunteer Wor:cers; Your "volunteer workers" only whi le performing duties re lated to the conduct of your business , or your "employees", other than either your "executive officers" (if you are an organization other th an a partnership , jo int venture or limited l iability 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 du t ies re lated to the conduct of you r business Howeve r , none of these "employees'' or "volunteer workers" are insureds for: (1) "Bodily injury'' or "person al and advertising injury": (ci) To you , to your partners or members (if you are a partnership or joint v2nture), to your members (if you are a li mited li ability company), to a co-"employee" while in !lie course of his or her emp lo yment or perform ing duties related lo the conduct of your business, or to your other "volunteer workers" while perfoo11ing duties related to the conduct of your business; tb) To the spouse, child , paren t, brother or sister of t11at co-"employee " or tha t HG 00 01 09 1ri "volunteer worker" as a consequence of Paragraph (1 )(a) above , (c) For which there is any obligation to share damages with or repay someone else wt10 must pay damages because of the 111iury described in Paragrap hs (1 }(a) or (1 )(b) above ; or (d) Arising out of l1is or her providing o r failing lo provide professional health care services . If you are not in the business of providin9 professional health care !;jervices : (a) Subparagraphs (1 )(a), (1 )(b) and ('i )(c) above do not app ly to any "employe e" or "vo lun teer worker" providing first aid services , and (b) Subparagraph (1)(d) above does not app ly to any nurse, emergency medical technician or paramedic employed by you to provide such services. (~) "Property damage" to property: (a) Owned , occupied or used by , (b) Rented to , in the care , custody or control of, or over which physical control is l)eing exercised for any purpose by you . any of your "e mployees", "vo lu nteer workers", any partner or mernber (if you are a partnership or j oint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (oth er than your "employee" or "vo luntee r worker"), or any organization while acting as your real estate manager c . Tempo rary Custod ians Of Your Property Any person or organization having proper temporary custody of your property rf you di e bu t only : (1) With respect to liability arising out of th e maintena nce or use of that property: and (2) Until your legal representative has been appo inted . d , Lega i Representc!ive If You Die Your legal representative if you die. but only with respect to duties as such . That representative will have a ll your rights and duties under this Coverage Part . e . Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated en t ity of wh ich you own a finan c ial interest of more ll1an 50% of t11e voting sloe!< on the e ff ective date of the Coverage Part . Pa ge 11 of 21 Policy #57UUNIF1488 The Insurance afforded herein To r any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect Lo which such insured is also a named insured unde r another pol ic y or would be a named insured under such policy but for its termination or tl1e exhaustion of its limits of insurance. 3. Newly Acquired Or Fonned Organization Any organization you newly acquire or fomi , other than a partnership, jo int venture or limited liability company , and over whic h you maintain financial interest of more than 50% o f the voting stock , wi ll qualify as a Nan1ed Insured if there is no other simil ar insurance ava ilable to that organization . However: a. Coverage under this provision is afforded only until the 180th day aft er you acq uir e or form tt1e organization 01· the end of the poli c y period , which e v er is earli er ; b. Coverage Jl. does not app ly to "bodily injury" Of' "property damage" that occurred befo re you acquired or formed the organ iz ation ; and c. Coverage 13 does not app ly lo "personal and advertisi ng injury" arising out of an offense committed before you acquired or formed the organization. 4 . Nonowned Watercraft With respect to watercraft you do not own that is less tha n 51 feet long and is not being used to carry persons for a c harge, any person is an 1nsurecJ while operating sucl1 watercraft witl1 your permiss ion. Any other person or organization responsible for the conduct of such person is also an insured, but on ly with respect to liability arising out of the operation of the watercraft , and only if no ott"ler insurance of any k ind is available to that person or organ ization for this liability. However, no person or organization is an insu red with respect lo : a. "Bod ily injury" to a co-"employee" of the person ope rating the watercraft . or b. "Property damage" to property owned by, ren ted lo, in the charge of or occupied by you or the employer of any person who is an insur·ed und er this provision. 5. t\ddition a: Insureds When Require<:: l3 y Written Contract, Written Agreemen'i Or Permit The following pe rson(s) or organization(s) are an additiona l insured when you have agreed, in a w ri tten contract , written agreement or because of a permit issu ed by a slate or political subd ivisio n. t hat such person or organization be added as an addit iona l insured on your policy , provided the injury or damage occurs subsequent to the execution of the contract or agreement Page 12 of 21 A person or organization is an additional insurea under this provis ion only for that period of time req uired by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is includ ed as an insured by an en dorsement issued by us and mad e a part of this Coverage Pa11 . a . Vendors Any person(s) o r organlzat1on(s) (referred to below as vendor). but only with re spect to "bod il y 111jury" or "property damage " arising out of "your products" which are distribu te d or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodi ly injury" or "property damage" included within the "products-completed operations ha zard ". (1) The insurance afforded the vendor is su bject to the following addi t iona l excl usi ons. This insurance does not apply to: (a) "Bodily in jury" or "properiy damage" for which th e vendor is obligated to pay damages by reason of the assumption of liabi lity in a contract or agreement . This exclusion does not apply ta lia bi lity for damages t hat th e venclor· would have in the absence of the: contract or agreement ; (b) Any e)(press warranty unauthorized by you ; (c) Any physical or chemical change in the product made intentional l y by tile vendor: (d) Repackaging, except when unpacked solely for the purpose of inspection , demonstration , testing, or the substitut io n of parts under in struct ions from the manufacturer, and then repackaged in the or iginal container: (e ) Any fai lu re to mak e such inspections , adjus t ments , tests or servicing as the vendor has agreed to make or normall y undertakes to make in the usu al course of business, 1n connection with the distribut ion or sale of th e products ; {f) Demonstration . installa1ion , servic ing or repair operat ions. e~cept such operations petiom1ed at the vendor's premises in connection wiU1 tl1e sale of the product; (g) Products wl1i ch, after distribution ol' sale l)y you. ha ve been lab eled or relabeled or used as a container, part or i ngredient of any other thing or substance by or for the vendor ; or HG 0 001 0916 Policy #57UUNIF1488 (h) "Bodily inJury" or "property damage" arising out of the sole negligence of the vendor for · its own acts or omissions or those of its employees or anyone else acting on its behalf. However. th is exclusion does not apply to: (i) The exceptions contained 1n Sub- paragraphs (d) or (f): or (ii) Such inspections , adjustments, tests or servicing as the vendor l1c1s agreed to make or normally undertakes to make in the usual course of business . in connection with t11e distribution or sale of the products . (2) This insurance does not app ly lo any insured person or organization. from wtiom you have acquired such products . or any ingredient , part or container, entering into. accompanying or containing such products . b. L.essof!; Of Equipment (1) Any person(s) or organization(s) from wl1om you lease equipment. but on ly wrth _ respect to t11eir li ability for "bodi ly injury", "property damage" or "persona l and advertising injury" caused . in whole or in part. by your maintena nee, operation or use of equipment leased to you by such person(s) or organization(s). (2 1 With respect to the Insurance afforded to these add it ional insureds this insurance does not apply to any "occurrence" which takes p lace after t11e equipment lease expires. c. Lessors Of Land Or Premises Any person or o rganization from whom you lease land or premises , but on ly wilh respect to liability arising out of the ownership . maintenance or use of t11a part of the land or premises leased to you. With respect lo the insurance afforded these addllional Insureds th e fo ll owing additional exc lusions apply : This insurance does not apply lo 1 . An;' "occurrence" which takes place afte r you cease lo lease t11a1 land. 0 1 2 . Structural alterations new construction or demolition operations periorrned by or on behalf of such person or organization d. Architects, Engineers Or Surveyors Any arcl1itect. engineer, o r surveyor, but only with respect to liability for "bodi ly injury". "property damage" or "pe r son al and advertising injury" caused , in whole or in part , by your acts or omissions or the acts or HG 00 01 09 Hi omissions of t11ose a c ting 011 your bel1a tf. (1) In connection witt1 your premises . or (2) In the performance of your ongoing operations performed by you or on you r behalf. With respect to the insurance afforded these additional insureds . the following acldit1ona l e x clusion appl ies : This insurance does not apply to "bodily injury", "properiy damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you , including : 1. The preparing , approving . or failing to prepare or approve. maps . shop drawings . opinions. reports , surveys , field orders , change orders or drawings ancl specifications; or 7.. Supervisory , inspection , architectura l 0 1 engineering activities. This exclusion applies even if the claims against any insured allege neg ligence or other wrongdoing in the supervision , hiring , employment, training or monitoring of others by that insured , if the "occurrence" which caused the "bodily inJury" or "property damage". or t11e offense which caused t11e "person a l and advertis ing injury", involved the rendering of or the failure to render any professional services by or for you . e . Permits Issued 8y State C r Pol ;'l.iczt Subdivisions Any state or political subdivision. but only will·r respect to operations perfonned by you or on your behalf for which t he sta te o r po li tical subd ivision has issued a perm il. With respec t to t he insurance afforded these addttional i nsureds . this insurance does not apply lo : (1) "Bodily injury ", "property damage" or "personal and advertising in jury" arisin9 out of operations performed for tile state or municipality; or (2) "Bodily injury" or "property damage" included within the "prod ucts-completed operations hazard". 'AnyOtMerPa:-ty Any otner person or organiza11on who is nol a n additional insured under Paragraphs 2. thrnugh e . above , but only with respect to liability for "bodily rnjury", "property damage" or "personal and advertising injury" caused , in who le or in part. by your acts or om issions or th e acts or omissions of those acting on you r behalf. (1) In the pe1iormance of your ongoin~ ope rati o ns : Page 13 of 2 1 Policy #57UUNIF1488 (.2) In connection with your premises owned by or rented to you ; or (3) In connect,on with "your work" and included within the "products-completed operations hazard", but only if (a) The written contf'8ct or agreement requires you to provide such coverage to sucl1 additional insured; and (b} This Coverage Part provides coverage for "bodily in jury" or "property damage" included within the "products- completed operations hazard". However: ('i) T he insurance afforded lo such additional insured on l y applies to the extent permitted by law; and (2) If coverage provid ed to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are requ i red by the contract or agreement to provide for such additional insured . With respect to the 1nsuranr;e afforded lo these additional insured s , this insurance does not apply to . "Bodil y injury", "property damage" or "personal and advertising injury" arising out of the rend ering of. or the failu re to rnnder , any pro fessional architectural, engineering or survey ing services , including . (1) The preparing, approving . or failing to prepare or approve , maps, shop drawings , opin io ns . repo,is , suNeys, field orclers. change orders or drawings and specifications, or (J.) Superviso ry . inspection, architectural or engineering activities . This exclusion app lies even if the claims against any insured al lege negligence or other wrongdoing in the s upervision. hiring. emplo yme nt. training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense whict1 caused the "personal and advertising injury", invo lved the rendering of or the failure to render any professional services by or for you . Tt1e limits of insu rance that apply to additional insureds is described in Section II! -Limits Of Insurance . How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV . Commercial Gener-al Liability Conditions. Page 14 of 2 ·1 No person or organ,zation ,s an insured with respecl to the con duct of any current or past partnership , jo int venture or limited liability company that is not shown as a Named Insu red In the Declarations . SECTION I ll -UMITS OF INSURANCE 1. The Most We Will Pay The Lim its of Insurance shown in the Declarations and the rules below fix t11e most we will pay regardless of the number of: a. Insured s : b. Claims made or "suits" brought; or c . Persons or organi zations making claims or brlnging "suits" 2. General Aggregate Limit Tl1e General Aggregate Limit is the most we will pay for the sum of: a. M ed ica l expenses under Coverage C; b. Damages und er Coverage A, except damages because of "bodi ly hrJury" or "propert y damage" included in the "products- comp leted operations hazard": and c. Damages under Coverage B. 3. Products-Comp tetea Oper~tions Aggregate Lim it The Products -Completed Operations Aggregate Lim it is t h e most we wil l pay under Coverage t.i.. for da111ages because of "bod ily in jury" and "property damage" included in the "products- completed opera tio ns hazard " 4. Personal And Advertising Injury Limi t SubJect to 2. above, the Personal and Advertis i ng In ju ry Limit is the most we wi ll pay under Co verage 8 for the sum of all d a mages because of all "personal a nd advertising in ju ry·· sustained b~r any one person or organization. 5. E'.ach Occt:rren ce :..imi, Subject to 1. or 3. above, whic hever applies, th e Each Occurrence Limit is the most we wi ll pay for the sum o f: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily Injury" and "property damage" arising out of any one "occurrence". S. Damage -r o Premises Renied To Ycu Lrn it Subject t.o 5. above , the Damage To Premises Rented To You Li mit is lhe most we will pay under Coverage A for damages because of "prope rty ,jamage" to any one premises. while rented to you , or in the case of damage by fire . lightning o r explos,on , wh ile rented to you or temporarily occupied by you with permission of the owner. HG 00 01 09 '16 Policy #57UUNIF1488 In the case of damage by fire, lightning or explosion . t11e Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, ligh tn ing or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above , the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury " sustained by any one person. 8. How Limi:ts Ap.ply To AdcUtioaaJ Insureds_ If you have agreed in a written contract or written agreement that another person or organization be added as an additional ins ured on your policy, the most we will pay on behalf of such additional insure d is the lesser of: a. The limits of insurance specified in the written co ntract or written agreement ; or b. The Limits of Insurance shown in the Dec larations . 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 Coverage Part apply separately to each consecutive annu al period and to any remaining period of less than 12 months. starting with the beginning of the policy period shown in the Declarations , unless the policy period is extended after issL1ance for an additional period of less than 12 months. In that case , the additional pe riod will be deemed part of the last preceding period for purposes of determining the Limits of Insurance . SECTION IV COMMERCIAL GENERAL LIABILITY COND ITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of tt 1e insured's estate will not reli eve us of our obligations under this Coverage Part. 2. Dutie s In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured mus1 see to it tha t we are notified as soon as practicable of an "occu rrence" or an offense wh ich may res ult in a claim. T o the extent possible, notice should in clude : (1) How, when and where the "occurrence" or offense took place: (2) The names and addresses of any injured persons and witnesses; and (3) Tlie nature and location of any injury or damage arising out of th e "occurrence" or offense HG 00 01 09 1 G b. Notice Of Claim If a claim is made or "suit" is brought against any insured. you or any additional insured must: (~) Immedia tely record lhe specifics of the cla im or "suit" and th e date rece iv ed. anc1 (2) Notify us as soon as practicable . You or any addrtional insured must see to ii that we receive written notice of the claim or "s11it" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must : (1) Immediately send us copies of any demands, notices, summons es or lega l papers received in connection with t11~ claim or "suit"; (2) Authorize us to obtain records ancf other informa tion: (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us. upon our request. in the enforcement of any right against any person or organization which may t)e liable to the insured because of Injury or damage to which this insuran ce may also apply . d Obliga'lior.s f..t The tr.surecls Own Cosi No insured will , except al tha t insured's own cost. voluntarily make a payment, assume any obligation, or incur any expense, other th an for first aid. without our consent. e. l\dctitiona! Insureds Other lnst1rance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional Insured, such additional insured must submit such claim or "suit" to the ott1er Insurer for defense and i ndemnit y. However, tl1is provision does not apply to the extent that you l1ave agreed in a written contract or written agreement that thi s insurance is primary and non-contributory with the additional insu red 's own insurance , . I~ now ieci92 Of i ~r Dec u~renc:a, Ofter.!.e, Clc.im Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence". offense. cla im or "suit" is known to: ('i) You or any additional insured that is an individual ; (2) Any partner, ,r you 01· the additional insured is a partnership, Fage 15 of 21 Policy #57UUNIF1488 (3) Any manager. if you or the additional in sured is a limited liability company, (4) Any "executive officer'' or insurance manager, if you or lhe additional insured is a corporation : (5) Any trustee , if you or tile additional insured is a trust; or (6) Any elected or appoinled official , if you or the additiona l insured is a political subdivis ion o r public entrt.y This duty applies separate ly to you and any additional insured . 3. Legai Action Against Us No person or organ izatio n has a righ t 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. T o sue us on this Coverage Part unless all of its terms have been fully complied with . A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured ; but we will not be liable for damages that are not payable under the terms of t11is Coverage Part or that are in excess of the applicable lim it of insurance . An agreed settlement means a settlement ancl release of liability signed by us , the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valicl and collectible insurance is available to the insured for a loss we cover und er Coverages A or 8 of this Coverage Part. our obligations are limited as follows : e. Primary Insurance Tt1is insurance is prirnar-y except when b. below app lies. If other insurance is also primary, we will share with all that other insurance by the method described In c. below. b. Excess lnsuranc<! This insurance is excess over any of the other insurance, whether primary. excess . contingent or on any other basis : {1) Your Werle Tliat is Fire. Extended Coverage , Builder's Risk, Install ation Risk 01· similar coverage for "your work"; (2) Premises Rented To Yo u That is fire , ligl1ln1ng or explosion insurance for premises rented lo you or · temporarily occupied by you w1t11 permission of the owner: Page 16 of 21 (3) Tenant Liab ility Thal is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or tempora ri ly occupied by you witt1 permission of the owner; (4) Aire raft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft. "autos" or watercraft to the extent not subject lo Exclusion g ol Section I • Coverage A -Bodily Inju ry And Property Damage Liability ; (5) Prope1iy Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of ''property damage" to borrowecl equipment or the use of elevators to the extent not subject to Exclusion j. of Section I -Coverage A - Bodily Injury And Property Damage Liability: (6} When YO l J Are Added As An .O.dcJit i o•1al Insured To Other Insurance Any otller Insurance availabl e to you covering liab ility for damages arising out of the premises or operations. or products and compl ete d operat ions , for wt1ich you have been added as an additional insured by that insurance ; or ("i') Wh en You Add Others As An Additional Insured To This Insurance Any other insuran ce ava ilable to an additi onal insured . However , the fo llowi ng provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary lnsura.nce Wher. Required By Contract This insurance is primary rf you have agreed in a written contract or writt e n agreement that this in surance be primary. If other insurance is also primary. we will share with all 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 agreed in a written contract , written ag1·eement, or permit that this insurance is primary and non- contributory with the additional insured 's own insurance, this insurance is primary and we wi ll not seek con tribu lion from that other insurance HG 00 01 09 16 Policy #57UUNIF1488 Paragrapl1s (a) and (b) uo not apply lo other insurance to wl1ich the additional insured has been added as an additional insured . When this insurance is excess. we will have no duly under Coverages A or B to defend the insured against any "suit" if any other insurer has a duly to defend the insured against that "suit". If no other insurer defends, we will undertake to do so. but we wil l be entitled to the insured's rights against all those other insurers. Whe-n 1his Tnsurance is -excess over allier 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 al l such other insurance would pay for the loss in the absence of this insurance. and (2) The total of all deductible and self-insured amounts under a ll that other insurance . We will share the remaining loss , if any, witll any other insurance that Is not described in t his Excess Insurance provision and was not bought specifically lo apply in excess of the Lirnits of Insurance sl1own in the Declarations of th is Coverage Part . c. Method C-f Sharing If all of the other insurance permits contribution by equal shares. we will follow th is method also. Under lhis approach each insurer contributes equal amounts until it has paid its applicab le limit of insurance or none of the loss remains . whichever comes first. If any of the other Insurance does not perr111t contribution by equ al shares, we will cont1-ibute by limits . Under this method . eacl1 insurer's share is based o n the ratio of its applicable limit of insurance lo the total applicable limits of insurance of all insurers . 5. Premium Audit a. We will compute all premiums for this Coverage Pan in accordance with our rules and rates. b. Premium sl1ow11 in t11is Coverage Part as advance premium is a deposit premium only At the 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 and retrospective premiums is tl1e date shown as the due dale on tl1e bill If the sum of the advance and audit premiums paid for the pol io:y period is greater than the earned premium . we will return ll1e excess to the first Named Insured. c. The first N amed Insured must keep records of the information we need for premium HG 00 01 09 16 computation. and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declaratio ns are accurate and complete: ( 2) Those statements are basecl upon representations you made to us : and (3) We have issued this policy in reliance upon your representations . b. Unintenti onal F ailu re To Disclose Hazards If unintentionally you should fail to disclose alt hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we sha ll not deny coverage under this Coverage Part because of such failure . 7. Separation Of Insureds Except with respect to the Limits of Insurance , and any rights or duties specifically assigned in th is Coverage Part lo the first Named Insured . this insurance applies . a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brougl1t . 8 . Tr2.nsfer Of RiglHs Of Recovery 1-\gainsi Others To Us a . Transfer Of Rights Of Recovery If t11e insured has rights to recover all or part of any payment. including Supplementary Payments . we have made under this Coverage Part , those rights are transferred to us . Tile insured must do nothing after loss to impair them . At our request. the insured will bring "suit" or transfer those rights lo us and help us enforce them . b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If t11e insured l1as waived any rights o f recovery against any person or organization for all or part of any payment , including Supplementary Payments . we have made u11der t11is Coverage Part, we also waive tllat right , provided ll1e insured waived thei r rigl1ts of recovery against such person or organization in a contract. agreement or permit that was executed prior to the injury 01 damage . 9. When We Do Not Renew If we decide not lo renew t111s Coverage Part . we will mail or deliver to the first Named Insured shown in the Declarations written notice of the Page 17 or 21 Policy #57UUNIF 1488 nonrenewal not less than 30 days before the exp iration da te . If notice is mailed , proof of mai ling will be suffic ie nt proof of noti ce SEC TI ON V -OEFI N:TIO NS 1. "Advertisement" means the wid espread publi c dissemination of informati o n or imag es th at has th e purpose of inducing the sale of goods. products or services through : a. (1) Radio ; (2) Television . (3) Bi llb oard ; (4) Mag azine ; (5) Newspaper: or b. Any other publication that is given w1despreaa p ub lic distribut io n. However , "advertisem e nt" does not includ e· a. The design . printed material , in form ation or imag es contained in . on or upon t he packaging or labeling of any goods or products : o r b. An in te rac tive Gonversation between or among persons through a computer network . 2 . "Advertising idea" means any idea for an "advert is ement". 3 . "P.sb estos hazerd" means an exp osure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form . 4 . "Auto" means · a. A land motor vehicl e , trni le r or semitrailer designed fo r travel on public roads , including any attached machi ne ry or equipment ; or b. Any other land vehicle that is subject to a comp ulso ry or financia l responsibility la w or other mo tor vehicle i ns urance la w where it 1s licensed or princi pally garaged. H o wever , "a uto" do es not includ e "mobile equi pment". b. "Bodil y injury" mean s physica l: a. Injury ; b. Sickness ; o r c. D is ease sustained by a person and , if aris in g out of the above. mental anguish or d eat h at any time . 6. "Coverage territ ory" means : a. The United States of l\merica (including ~s territories and po ss es sions). Puerto Rico and Cana1ja ; b. International waters or airspace, but only if the injury or damage occurs in tt,e course of travel or transportation betwee n any places in cl uded in a. above; or Page 1 8 of 21 1.-. All other parts of the world If the injury 01 damage arises out of' (1) Go ods or products mad e or sold by you in the l eTTitory described in a. ab ov e; (2) The activities of a person wh ose hom e is in the te rritory desc ribed in a. above, but is away for a short time on your bus ine ss ; or (3) "P ersonal and advertising inju r y " offenses th at lake place through the Int ernet or similar electronic means of communication provided the insured's responsibility to pay d amages is determin ed in the United Sta tes of Ame rica (in c lu ding its territori es and possessions). Puerto Rico or Canada , in a "suit" on the merits accordi ng to tt1e substantive law in suc h territory or in a settl ement we agree to . 7. "Employee" includes a "l e ased worker". "Employee" does not include a "tem po rary worker". 8. "~mployment-Related Practices " means a. Refusa l to employ that person ; b. Termination of that person 's employment: o r c. Employment-related prac tic es , po licie s , acts or omissions , suc h as coe rci on, demotion evaluation , reass ignment. discipline . defamation , harassment , humil iation , discrimination or malic io us prosecution directed at that person . 9. ''Executive officer" means a person hol ding any of the officer position s created by your charter constitution, by-laws or any other simila r governing doc:umenl. rn. "Hosti le fire" means one whic h becom es uncontrollab le or breaks out from where it wa s inte nded to be . 11 . "Impaired µro pe:ty" means tangible property, other th an "your p roduct" or "your work". that cannot be used or is less useful because : a. ll i nco rporates "you r product" or "your work" th at is known o r though t to be defective , deficient. Inadequate or dangerous : or b. Yo u have fail ed to fulfill the tem1s o f a contract or agreement; if such property can be res tored to use by the repair , rep lacement. adjustment or remova l of "your product" or "your work", or your fulfi ll ing th e lenns of the contract or agreement. 12. ''Insured contract"' means : a. A contract for a lease of premises . Howeve r , that portion of the contract for a lease or premises that indemnifies any person or organization for damage by fire , lightning or e>:plosion to prem is es wh ile rented to you or temporarily occupied by you with permission of the owner is subject to t11e Damag e to IIG 00 01 09 16 Policy #57UUNIF1488 Premises Rented To You Lim it described in Section Ill -Limits of Insurance; b. A sidetrack agreement: c. Any easement or license agreement including an easement or license agreement in connection with construction or demolition operati ons on or within 50 feet of a railroad : d. An obligation , as required by ordinance , to ind e mnify a municipality, except in connection with work for a municipality ; e . An elevator maintenance agreement ; f. Tt1at part of any other contract or agreement pertaining to your business (including an ind emnification of a municipality in connection with work performed for a municipality) under which you assume the to1i liability of anotl1er party to pay for "bodily injury" or "property damage" to a third person or organization . provided the "bodily injury" or "property damage" is caused . in whole or in part, by you or by those acting on your behalf . Tort li ability means a liabil rty that would be imposed by law in t11e absence of any contract or agreement. Paragraph f. includes that pa1i of any contract or agreement that indemnifies a rai lroad for "b odil y in jur y" or "property damage" arising out of construction or demolition operations, within 50 feel of any railroad property and affe cti ng any ra ilroad bridge or trestle , tracks , road-lJeds, tunnel. underpass or crossing However. Paragraph f . does not include lhat part of any contract or agreement: ('i) Thal indemnifies an arch itect, engineer or surveyor for injury or damage arising out of: (.?) Preparing, approving . or fa iling to prepare or approve. maps , shop drawings , opinions , reports, surveys , field orders , change orders or drawings and specifications; or (b) Giving directions or instructions , or failing to give them , if that is the primary cause of the injury or damage ; or (7.) Under which the insured , if an architect, engineer or surveyor, assumes liab ility for an injury or damage arising out of the insured's rendering or failure to render professiona l services. including those listed in (1} above and supervisory, inspection. architectural or engineering activities 13."Leased worker" means a person leased to you l)y a labor leasing firm under an agreement between you and tile labor leasing firm, lo perform duties related to the conduct of your business . "Leased worker" does nol in clude a "temporary worker". HG0001091G 14 . "Loading or unloading" me a ns the handling of property : a. After it is moved from the place wl1ere ,t 1s accepted for movement into or onto an aircraft. watercraft or "auto": b . Whi le ,t 1s in or on an aircraft, watercraft 01 "auto"; or c. While it is being moved from an aircraft watercraft or "auto" to the place where it is finally delivered : but "loading or unloading" does not Include the movement of property by means o-f -a me-chanical device. other than a hand truck. that is not attached to the aircraft, watercraft or "auto" 'i5. "Mobile equipment'' means any of lhe following typ es of land veh icles. including any attache d machinery or equipment: a . Bulldozers , farm machinery. forklifts and other vehicles designed for use principally off public roads ; b. Vehicles maintained for use solely on or next to premises you own or rent ; c. Vehicles that travel on crawler trea ds ; d. Veh icles , whether self-propelled or not , maintained primarily to provide mobility to permanently mounted: (1} Power cranes. shovels. loaders , diggers or drills : or {:2) Road construction or resurfacing equipment such as graders, scrapers or rollers. e. Vehicles not described in a., b., c. or ct. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equip111ent of the following types . ('1) Air compressors, pumps and generators , including spraying , welding , building cleaning, geophysical exploration, light ing and well servicing equipment; or (2) Cherry pickers and sim ilar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo . However, self-propelled vehicles with the following typ es of permanently atta che d equipment are nol "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for : (a) Snow removal , (.)) Road maintenance , but nol construction or resu1iaci11g ; or (c) Street cleaning Page 19 of 21 Policy #57UUNIF1488 (2l Ct1erry pickers and similar devi ces mounted on automobil e or truck c llassis and used lo raise or lower workers; and (3) Air compressors , pumps and generators, including spraying, weld in g , b uilding clean ing , geophysical exp lo ratio n , lighting and wel l servicing equ ipment . However. "mobi le equipment" does not include any land vehicle that is subject t o a compul sory or financial responsibility law or other motor vehicl e Insurance law w here It Is licensed or principally garaged . Land vehic le s subje ct to a compulsory or financia l responsibility law or other motor vehicle insurance law are considered "autos" 16. "Occurren ce" means an accident , in c ludin g cont inuous or repeated exposure lo substantially the same general harmful conditions . 17. "Person a.I and advertising injury" means injury, inclu d ing consequentia l "bodi ly injury'', arising out of one or more of the foll owin g offenses: a. False arrest, detention or imprisonment ; b. M alicio us prosecut io n ; c. The wrongful eviction from . wrongful entry into , or in vas i o n of the right of priva te occupan cy of a room. dwe ll in g or premises that a person or o rg anization occupies , committed by or on behalf of its owner. la nd lord or lessor; d . Oral. written or electronic publication , in any manne r . of mat erial that sland ers or libels a person or organization or· disparages a person's or o rg anizatio n's goods , products or services ; e. Ora l . writte n or electronic publication , in any manne r, of material tl1at vio la tes a person 's right of p rivacy ; f. Copy ing. in your "a d v ertisement ", a person's or organization's "advertising idea" or style of "advert isem ent "; or g. Infringe ment of copy r ight . slogan. or title of any litera ry or art istic wor k, in your "advertisement'' '\8."Po1i:1i:ants" mean any solid , liquid , gaseous or th e rmal irritant or co ntaminant, in clu cl1ng srnol(e, v apor, soot . fumes , acids, a lkal is , chemical s and waste . W as te inc lu des materials lo be recycled, recondit io ned or reclaimed . 19 . "Products-completed operations hazard": ~. Includ es all "b odi ly injury " and "property damage" occurring away from premises you own or re nt and aris in g o ut of "you r product'' or "your work" except: (-:) Products th at are s till in your physical possession; or Page 20 of 21 ( ... ) Work that has not yet been completed or aba ndoned However. "your work" will be deem e d completed at lhe earliest of the following limes. (a ) When all of the work called for in your contract has been completed (b) When all of th e work to be don e at the job si te has been completed 1f your cont ract ca lls for work at more tha n one job site . (c )Whe n that part of the work don e at a job site has bee n put to its intend e d use by any perso n or o rganizat io n other than anot he r contractor or subcontractor working on the same project. Work th at may need service , ma int e nance , correction, repair or rep lace ment . but which is otherwise complete, wi ll be treated as completed b. Does not include "bod ily i njury" or "property damage " arising out of: (1) Th e transportat ion of property. un less the Injury or damage arises out of a co nd ition in or on a vehicle not owned or operated by you, and that condition was created b y the ''loadi ng or unload111g" of that ve hicle by any insured ; (I.) The existence of t ools , uninstalled equipment or abandoned or u nused materials ; or (3 ) Products or operations for which t11e classification, li sted in the De clarat ion s or in a policy Sch edule, states that prod ucts- comp leted opera tions a re su b ject to the General Agg regate Limit. 7.0. ",::i :operty do.:T,ag;e" mea11 s· a. Physical injury to tangible property , incl ud ing all resulti ng loss of use of that properly . All such loss of use shall be deemed to occur at the time of the physica l in ju ry that caused 1t. or b. Loss of use of tangi b le prop e rty lt1at is n ot pl1ysically inj ured . Al l such loss of use shall be deemed to occur al tile time of the "o cc unence'' that caused it. As used in this d efi n ition , computerized or electron ical ly stored data . programs or softwa re are not tangi b le propert y. Electron ic data means info r mation , facts or programs : a. Stored as or on ; ::i. Created o r us e d on ; or c. Transmitted to or from : computer software , In c luding systems and app li cations software, ha rd or nappy disks, CD- HG DO 010916 Policy #57UUNIF1488 ROMS, tapes, drives. ce lls, data processing devices or any other media whicl, are used with electronically controlled equipment. 21. "Suit" means a civil proceeding in which damages because of "bodily 1111ury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. '"Suit" incl udes : a. An arbitration proceeding in which such damages are claimed and lo which lhe insured must submit or does s ubm it will, our consent: or b. Any other 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 lo you lo substitute for a permanent "employe e " on leave or to meet seasonal or short-term workload conditions . 23. "Volunteu wo rker;' means a person who a. Is not your "employee"; b . Donates his or lier work. c. Acts at the d irection of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work pe1formed for you . 24. "Your product'' a. Means : ( 'i) Any goods or products, other than re a I property, manufactured. sold , handled. distributed or disposed of by · (a) You ; (b) Others trading under your name ; or (c) A person or organization whose business or assets you have acquired. and (2) Containers (o the r t11an vel11cles) materials , parts or equipment furnished in connection with such goods or products. b Includes {1) Warranties or representations made at any tim e with respect to th e fitness , qualrt~,. durability , performance or use of "your product"; and (1.) The providing of or failure to provide warnings or in structions. c , Does not includ e vending machines or other property rented to or located for the use of others but not sold . HG0001091G 25 . "Your work"· a. Means : ('i) Work or operations performed by you or on your behalf. and (2) Materials , parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made al any time with respect to the fitness . quality , durability. pe,-formance or use of "your work", and (2) The providing of or failure to provide warnings or instructions . Page21of21 Policy #57 UUNIF1488 EXCERPTS FROM CA 0001 (1013) HARTFORD BUSINESS AUTO COVERAGE Additional Insured: SECTION II -COVERED AUTO LIABILITY COVERAGE A.1 . WHO IS AN INSURED: The following are "insureds" c. Anyone liable for the conduct of an "insured" ... but only to the extent of that liability. Primary Insurance: SECTION IV -BUSINESS AUTO CONDITIONS B . General Conditions -5 . Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form's Covered Auto Liability Coverage is primary for any liability assumed under an "insured contract". Cross Liability Clause: SECTION V -DEFINITIONS G. "Insured" means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. EXCERPTS FROM HA9916 (0312) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION -We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. Workers' Compensation and Employers' Liability Insurance Policy Waiver of Our Right to Recover From Others Endorsement -California WC 04 03 06 If the following information is not complete, refer to the appropriate Schedule attached to the policy. Insured: LSA Associates , Inc. Producer: Dealey , Renton & Associates Schedule Person or Organization City of Cupertino* Attn: Erick Serrano 10300 Torre Avenue Cupertino CA 95014 Additional Premium % We have the right to recover our payments from any- one liable for an injury-covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perfmm work under a written contract that requires you to obtain this agreement from us.) Authori ze d Representative WC040306 Policy Number 57WEGG5794 Effective Date 9/30/2018 Job Description Re : COC1803 , Public Storage Valley Green Dr .. * its City Council , officers , officials, employees , agents, servants and volunteers You IIllSt maintain payroll records accurately segre- gating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for th is endorsement shall be the percentage, as shown in the Schedule applicable to this endorsement, of the California workers' compensation premium otherwise due on such remuneration.