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19-072 Dasher Technologies, Inc., Office 365 Implementation and Exchange One Drive MigrationCITY OF fl PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1.PARTIES This Agreement is made and entered into as of May 13, 2019 -�-�---------------("Effective Date") by and between the City of Cupe1iino, a municipal corporation ("City"), and Dasher Technologies, Inc. ("Contractor"), a cor oration for Office 365 Implementation and Exchange/One Drive Migration 2.SERVICES Contractor agrees to provide the services and perfo1m the tasks ("Services") set f011h in detail in Scope of Services, attached here and incorporated as Exhibit A. 3.TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on August 1, 2019 ("Contract Time"), unless tenninated earlier as provided herein. Contractor's Services shall begin on May 13, 2019 and shall be completed by August 1, 2019 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Perfo1mance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the perfonnance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4.COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory perfo1mance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $34,759.68 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is pennitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any fm1her payment or other obligations under the Agreement. Project Office 365 Implementation and Exchange/One Drive Migration Page l of 8 Professional/Consul ling Contracts /Version: May 22, 2018 5.INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, paiiner, or joint venture of City. Contractor is solely responsible for the means and methods of perfonning the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor wairnnts on behalf of itself and its subcontractors that they have the qualifications and skills to perfonn the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor wairnnts on behalf of itself and its subcontractors that they are properly licensed, registered, and/or ce1iified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior w1itten approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to pe1form the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6.PROPRIETARY /CONFIDENTIAL INFORMATION In perfo1ming this Agreement, Contractor may have access to private or confidential infonnation owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third paiiies may be dan1aging to City. Contractor shall hold in confidence all City infonnation provided by City to Contractor and use it only to perf01m this Agreement. Contractor shall exercise the same standard of care to protect City infonnation as a reasonably prudent contractor would use to protect its own proprietary data. 7.OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document or other infonnation or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive prope1iy of the City and shall not be shown to any third-paiiy without prior w1itten approval of City. 7.2 Copyright. To the extent pe1mitted by Title 17 of U.S. Code, all Work Product a1ising out of this Agreement is considered "works for hire" and all copy1ights to the Work Product will be the prope1iy of City. Alternatively, Contractor assigns to City all Work Product copy1ights. Contractor may use copies of the Work Product for promotion only with City's written approval. Project Office 365 Implementation and Exchange/One Drive Migration Page 2 of8 Professional/Consulting Contracts /Version: May 22, 2018 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual prope1ty, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a)The original Services for which Contractor was hired; (b)Completion of the original Services by others; ( c)Subsequent additions to the original Services; and/or ( d)Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8.RECORDS Contractor must maintain complete and accurate accounting records relating to its perfonnance in accordance with generally accepted accounting principles. The records must include detailed infonnation of Contractor's perfmmance, benchmarks and deliverables, which must be available to City for review and audit. The records and suppmting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9.ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be umeasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10.PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupe1tino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper mticles. No signs may be posted, exhibited or displayed on or about City prope1ty, except signage required by law or this Contract, without prior written approval from the City. 11.INDEMNIF ICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold Project Office 365 Implementation and Exchange/One Drive Migration Page 3 of 8 Professional/Consulting Contracts /Version: May 22, 2018 harmless City, its City Council, boards and conu11issions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), tlu·ough legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a)Breach of contract, obligations, representations or wan-anties; (b)Negligent or willful acts or omissions conU11itted during performance of the Services; ( c)Personal injury, prope1ty damage, or economic loss resulting from the work or perfon11ance of Contractor or its subcontractors or sub-subcontractors; ( d)Unauthorized use or disclosure of City's confidential and proprietary Information; (e)Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual prope1ty rights of any third paity. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-paity claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit aiising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give 1ise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim aiising out of this Agreement, a purchase order, or other transaction. 12.INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory ce1tificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or tenninating the Agreement. 13.COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to pe1fon11. Contractor is responsible for ve1ifying the employment authmization of employees perfmming the Services, as required by the Inumgration Refonn and Control Act. Project Office 365 Implementation and Exchange/One Drive Migration Page 4 of8 Professional/Consulting Contracts /Version: May 22, 2018 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and disc1imination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor wa1rnnts 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. Contractor may be required to file a conflict of interest fonn if Contractor makes ce1tain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's mles governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other 1ights and remedies available under the law and this Agreement, including the 1ight to seek indemnification under Section 11 of this Agreement. 14.PROJECT COORDINATION City Project Manager. The City assigns Igraam Nabi as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Angela Armstrong ------as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Perfonnance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required p1ior to substituting a new Representative. 15.ABANDONMENT OF PROJECT City may abandon or postpone the Project or paits therefor at any time. Contractor will be compensated for satisfactory Services performed tlu·ough the date of abandonment, and will be Project Office 365 Implementation and Exchange/One Drive Migration Page 5 of 8 Prq/'essiona//Consulting Contracts /Version: May 22, 2018 given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the perfonnance of the Services. 16.TERMINATION City may tenninate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered tlu·ough the date of tennination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17.GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Comt for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in com1. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Patties elect arbitration, the arbitrator's award must be supp01ted by law and substantial evidence and include detailed written findings of law and fact. 18.ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its 1ights or a judgment in connection with this Agreement, the prevailing patty will be entitled to reasonable attorney fees and costs. 19.THIRD PARTY BENEFICIARIES There are no intended third patiy beneficiaries of this Agreement. 20.WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21.ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Patties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Patties. Any modification of this Agreement will be effective only if in writing and signed by each Patty's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. Project Office 365 Implementation and Exchange/One Drive Migration Page 6 of8 Professional/Consulting Contracts /Version: May 22, 2018 22.INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either pmiy may request an amendment to cure mistaken inse1iions or omissions of required provisions. The Pa1iies will collaborate to implement this Section, as appropriate. 23.HEADINGS The headings in this Agreement are for convenience only, are not a pa1i of the Agreement and in no way affect, limit or amplify the tem1s or provisions of this Agreement. 24.SEVERABILITY /PARTIAL INVALIDITY If any tem1 or provision of this Agreement, or their application to a patiicular situation, is found by the comi to be void, invalid, illegal or unenforceable, such te1m or provision shall remain in force and effect to the extent allowed by such mling. All other tem1s and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Pmiies agree to work in good faith to amend this Agreement to carry out its intent. 25.SURVIVAL All provisions which by their nature must continue after the Agreement expires or is te1minated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26.NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confumed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or ce1iified, or the next business day following electronic submission: To City of Cupetiino 10300 Torre Ave., Cupertino CA 95014 Attention: Iqraam Nabi Email: Iqraamn@cupertino.org 27.VALIDITY OF CONTRACT To Contractor: Dasher Technologies 675 Campbell Technology Parkway, Suite 100 Campbell, CA 95008 Attention: Angela Armstrong Email: angela.armstrong@dasher.com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupe1iino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b)is signed by the City Manager or an authorized designee, and ( c) is approved for fonn by the City Attorney's Office. Project Office 365 Implementation and Exchange/One Drive Migration Page 7 of 8 Professional/Consulting Contracts !Version: May 22, 2018 28.EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed 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. CONTRACTOR Dasher Technologies, Inc. Name Michael J. Cook Title _CF_· o--�-.,------ 0,1, <:/:1-LL4 Tax JD. No .. · 510548054 ------- APPROVED AS TO FORM: t:�t/lA-� HEATHER M. MINNER Cupertino City Attorney CITY OF CUPERTINO A Municipal Corporation Name Hill Mitchell Title Chief Technology Officer Date ----------- Project Oftice 365 Implementation and Exchange/One Drive Migration Page 8 of 8 Profess1onallCons11/ting Contracts iVersion: May 22. 2018 Statement of Work for City of Cupertino Exchange 2010 to Office 365 Migration and Microsoft 365 implementation Ted Dasher, Jr. Revision -005, May 15\ 2019 Dasher Technologies, Inc. I 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Template Rev-051 Statement of Work for City of Cupertino TABLE OF CONTENTS Project Information ....................................................................................................................................................... 2 Service Features ............................................................................................................................................................ 3 Service Description (Scope Of Work) ............................................................................................................................ .4 Planning .................................................................................................................................................................... .4 Dasher Planning Steps .......................................................................................................................................... .4 Client Responsibility Checklist .............................................................................................................................. .4 Professional Services Implementation ...................................................................................................................... 5 Verification Testing .................................................................................................................................................... 5 Documentation And Knowledge Transfer and Optional Formal Training ........... : ..................................................... 6 Post Deployment Support ......................................................................................................................................... 6 Client Prerequisites ........................................................................................................................................................ 6 Service Limitations ......................................................................................................................................................... 6 Terms and Conditions .................................................................................................................................................... 7 Acceptance and Authorization ...................................................................................................................................... 9 Dasher Technologies, Inc. I 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential Statement of Work for City of Cupertino PROJECT INFORMATION Client Company Name Client Address for Service Contact Name Project Name Project Number Proposed Staffing Level Estimated Duration Estimated Site Visits Estimated Days Remote Travel Expenses Required Non-Business Hours City of CuJ:!ertino 10300 Torre Avenue, Cupertino, CA 95014 lqraam Nabi Exchange 2010 to Office 365 Migration and Microsoft 365 implementation QT-536661 1-2 1 to 2 Weeks 1-2 Visits 1 to 1.5 Weeks No 4% of Services are expected to be Delivered during Non-Business Hours Dasher Technologies, Inc. I 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential 2 Statement of Work for City of Cupertino SERVICE FEATURES This document defines the professional services and deliverables that Dasher Technologies shall supply to Client. Based on the service planning discussions, Dasher's Technical Architect will work with our clients to complete the project in the following phases: Phase 1: Planning Phase 2: Professional Services Implementation Phase 3: Verification Testing Phase 4: Documentation and Knowledge Transfer and Optional Formal Training Phase 5: Post Deployment Support The "Project Information" section above provides an estimated duration of the project to communicate the overall project timeline to all parties involved. Actual time to complete each task can vary depending on environment variables, unforeseen conditions and integration complexity. Dasher will provide technical and project management resources to implement the described services within Client infrastructure. Detailed information on each of the above services is included in the "Service Description" section. Dasher Technologies, Inc. I 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential 3 Statement of Work for City of Cupertino SERVICE DESCRIPTION (SCOPE OF WORK) The Client has requested Dasher Technologies to perform Professional Services to perform an email infrastructure migration from on-premise Exchange 2010 to Microsoft Office365. This SOW will detail the work to be performed to deliver the requested service. PLANNING I DASHER PLANNING STEPS Dasher will work with Client to understand the detailed requirements for the Professional Services project. During the planning phase: Dasher will perform pre-migration assessments on existing infrastructure: •Identify project schedule for assessments, data migration, and end user migration •Confirm the health of Active Directory, Exchange and DNS infrastructure •Identify current mail flow and all dependencies (i.e. relays, spam filters, 3rd party integrations) •Define Items to be migrated •Confirm regular backups are being performed on the Exchange and Active Directory environment •Run Bandwidth Assessment to insure proper connectivity •Confirm the Office 365 tenant is provisioned •Run Office 365 Readiness Assessment or equivalent tool •Review the results and remediate with client any issues found The deliverable for the planning phase will be documentation that will be used to define the following phases of the Professional Services. The documentation could include architectural diagrams, test plans, installation checklists, configuration files, etc. I CLIENT RESPONSIBILITY CHECKLIST Prior to starting work, Client will ensure that the following tasks have been completed. This list will be reviewed with the Project Manager and/or Dasher Engineer during the project kick-off call. Onsite work cannot begin until the checklist is completed. 1.Client will notify Dasher of the support status of any hardware and software that may be used during the implementation of the professional services detailed in this SOW. Support status is defined as whether the hardware and software is under a support agreement and what the current level of support is. If not notified, Dasher will assume all hardware and software is licensed and under support. 2.Client represents that all software utilized during implementation of the professional services detailed in this SOW adheres to the vendor licensing terms and conditions. Client will notify Dasher if this is not the case. If not notified, Dasher will assume all software is being used according to the terms and conditions of the vendor license agreement. Dasher Technologies, Inc. I 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential 4 Statement of Work for City of Cupertino PROFESSIONAL SERVICES IMPLEMENTATION Dasher will work with Client to implement the plan that was created during the planning phase. During the implementation phase the following activities will be completed or verified if previously implemented by client: Setup of Office 365 Tenant with Client •Domain Verification •DNS Additions and Modifications •Exchange Online Service Configuration •Customization of Legal Hold Policy •Customization of Retention Policy and Tagging •Customization of SPAM Filtering Policies Setup/Migration for Microsoft 365 •Migrate all user home folders to Microsoft 365/0neDrive •Configure and test App deployment using Windows In Tune for PCs and phones •Configure security policies for PCs and phones Perform ADFS Integration to deliver functioning Single Sign On for Office 365 •Install and configure ADConnect with password hash synchronization or pass-through authentication for client including SSO •Integration with Microsoft 365 Hybrid Exchange Deployment and Integration •Deployment of Exchange Hybrid Server Roles •Configuration of Exchange Hybrid Server Infrastructure •Integration of Exchange Hybrid with Office 365 •Perform test migration batch of mailboxes and ensure successful test end-user connection and adoption •Prepare service desk for upcoming migration •Provide relevant information to Client IT staff to facilitate communicating to end-users about the upcoming changes and how it will affect them •Migrate mailboxes, archives and public folders to Office365 VERIFICATION TESTING Dasher will work with Client to verify the plan that was created during the planning phase. During the verification phase: •Dasher will complete the general connectivity tests for migrated Office365 environment •Dasher will complete client connectivity tests and correct mail flow Dasher Technologies, Inc. I 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential 5 Statement of Work for City of Cupertino DOCUMENTATION AND KNOWLEDGE TRANSFER AND OPTIONAL FORMAL TRAINING Dasher will provide knowledge transfer during the implementation of this SOW. Clients are encourag.ed to participate alongside our professional services team as much or as little as they desire. Dasher will work with Client to identify any changes necessary to existing documentation that are needed due to the work completed for this project. Dasher will work with Client to create additional documentation to ensure Client is satisfied with the work performed and has the ability to manage it going forward. Dasher recommends clients seek either Dasher or vendor provided formal training to ensure client staff is able to support the solutions Dasher implements for them. POST DEPLOYMENT SUPPORT Dasher will provide technical support to Client in the form of conference calls or onsite visits after the deployment has completed in order to ensure a satisfactory Professional Services Engagement. Client can contact their account manager, the project manager or their Dasher technical resource or use the support@dasher.com email alias to request assistance related to the Professional Services Engagement and typical project or technology questions that occur in the few weeks following a deployment. Dasher has proposed uplifted vendor product support in our proposal in order to enable our clients to have the fastest access to resolution of technical issues that come about from issues such as faulty hardware or software and configuration issues and to provide access to updated software and firmware. CLIENT PREREQUISITES Clients are eligible for the delivery of this service if they meet the following prerequisites: 1. Review this SOW with the Dasher Account Manager and Technical Resource 2.Sign this SOW and submit with a PO in order to formally schedule the service 3.Provide access to a workspace at the deployment site if onsite work is required 4.Provide detailed IT architecture and network diagrams as required to complete the SOW 5.Provide equipment and network configuration files in electronic form as required to complete the SOW 6.Provide login access to all pertinent devices as required to complete the SOW 7.Provide a staff resource with knowledge of the existing environment 8.Associate Dasher Technologies with Vendor support contracts as required to complete the SOW 9.Client is responsible for verification that their Active Directory installation and users are in conformance with the Microsoft requirements here: https://docs.microsoft.com/en-us/office365/enterprise/prepare for-director y-synchronization up to and including the "Prepare the userPrincipalName attribute" topic. 10.Client will install latest available update roll up on existing Exchange server(s) prior to the project start and also verify that certificate and port requirements outlined at: https://docs.microsoft.com/en us/exchange/hybrid-deployment-prerequisites have been met. SERVICE LIMITATIONS All activities not specifically discussed in this SOW are excluded from this service. Specifically, Dasher will not be responsible for deploying Windows 10 to existing or new PCs beyond those required for testing. Dasher Technologies, Inc. I 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential 6 Statement of Work for City of Cupertino TERMS AND CONDITIONS Changes to the Project Scope Client and Dasher Technologies must mutually agree in writing to any change in the scope of work before beginning additional work. Additional services beyond this scope of work will be billed at the agreed upon rate and require a Change Order. The time required estimates provided here are based on the information provided by Client and Dasher Technologies understanding of the environment at the time this document was delivered. If during the engagement Dasher Technologies uncovers undisclosed or unknown conditions that significantly impacts the time to complete the described operation, a review will be conducted to determine potential impact to the project scope. If a significant amount of additional time is required to complete the original milestone, a Change Order will be required. Travel Travel time will only be included for travel outside of the above Client Address location. Travel time and customary travel expenses will be charged for air travel, which may include, but not be limited to: •Airfare •Hotel •Meals •Rental Car Confidential Information Client and Dasher Technologies mutually agree to limit disclosure of each other's confidential information solely to employees or agents who need to know such information. All such information remains the property of the party disclosing such information. All documents, records, notebooks and other material shall be returned to the owner of the confidential information upon request. Non-Solicitation Starting on the later date (if the dates are different) of the signed agreement and continuing for 1 year thereafter, neither Dasher nor Client will direct any of its agents to encourage or solicit any employee of the other party to leave that other party for any reason, provided, however, that the foregoing provision will not prevent any party or its representatives from, and shall not create any liability under the Agreement with respect to, (i) placing general advertisements for employment which are not specifically directed to any other party's employees, (ii) using independent employment agencies (so long as such agencies are not specifically directed to solicit any employees of such other party) or (iii) hiring any individual who responds to such general solicitation or is presented to such party by any such employment agency or who voluntarily makes unsolicited contact with such party or its representatives. Proposal Time Limit The fees, terms and conditions offered in this statement of work are effective for thirty (30) business days from the date of this Statement of Work. Invoicing Dasher will partially invoice monthly for all professional services hours delivered in that month. For projects which contain specific milestones, Dasher will invoice upon the completion of each milestone. For all projects, Dasher Technologies will invoice Client for all outstanding work not yet invoiced upon completion of all work. Dasher Technologies, Inc. I 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential 7 Statement of Work for City of Cupertino Contract Term Business Hours and Non-Business Hours Dasher Technologies, Inc. I 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential 8 Statement of Work for City of Cupertino ACCEPTANCE AND AUTHORIZATION The Acceptance Page contains the indication that Dasher Technologies, Inc. and Client have agreed upon the contents contained within this Statement of Work. By applying the designated appropriate signatures to this document, both Dasher Technologies, Inc. and Client are bound to accept the responsibilities and obligations as indicated herein. Client signature(s) on this document indicates that Client agrees that the content, timing, terms, conditions, and scope contained herein accurately reflects the services required by Client. Client's decision to purchase the service(s) described will be based on this description. Dasher signature(s) on this document indicates that Dasher Technologies, Inc. is prepared to undertake the services as defined in this Statement of Work, in the time frames described herein effective as of the date of Client's decision to purchase and providing that Client provides appropriate purchase/payment commitments. Unless a Master Services Agreement is in place between our two companies, the Dasher Standard Terms and Conditions of Sale located here http://www.dasher.com/company/terms-conditions/ shall apply. IN WITNESS WHEREOF, the parties hereto each acting with proper authority have executed this Statement of Work, under seal. City of Cupertino Dasher Technologies, Inc. Company Company Bill Mitchell Josh Close Full name Full name Chief Technology Officer VP Engineering Title Title Signature Signature May 6, 2019 January 14, 2019 Date Date Dasher Technologies, Inc. I 675 Campbell Technology Pkwy, Suite 100, Campbell, CA 95008 Confidential 9 EXHIBIT C (�� \ TECHNOLOGIES � Dasher Technologies Corporate Offices 675 Campbell Technology Parkway Suite 100 Campbell, CA 95008 Ph: (866) 898-9506 Fax: (866) 898-9503 Angela Armstrong 408-722-8275 angela.armstrong.@dasher.com We take IT personally'" To: lngraam Nabi Quote#: 536661-004 3/19/2019 4/18/2019 City of Cupertino (408)777-3376 lgraamN@cuP-ertino.org Quote Prepared: Quote Valid Through: Office 365 Migration and Microsoft 365 Implementation ,nmn Product Description Dasher Technologies Professional Services -0365 Migration/Implementation 100 1 110 120 $31,573.20 $31,573.20 �;()��\, i Dashec �echoo!ogles Fi,ed Pclced Statement of Wock based Pmfessiooai Secvloe�mject DT-SOW-DOC Dasher Te chnologies Statement of Work document. ----�----- 130 1 Migration Software $3,186.48 $3,186.48 $3,186.48 $3,186.48 Bit Titan Notes: 536661-001 2 536661-002 , __ r36661-002 I USER MIGRATION BDL --�ATIO�W�PUBLIC FOLDER MIGRAT_IO_N ___ _----] SubTotal I $34,759.68 Tax r TBD Freight I TBD GrandTotal t $34,759.68 --- This Proposal is for a Fixed Fee Project with a clearly defined set of deliverables that will be delivered for a set dollar amount as detailed in the Dasher proposal and accompanying SOW. Dasher has estimated the percentage of "Non-Business Hours" time for this SOW as 4%. Please confirm the Non-Business Hours percentage expectation with your Account Executive and assigned Professional Services Engineer so that all parties are in agreement about the estimated delivery times for the Professional services. The Client has requested we remove the work realted to creating a laptop/desktop Windows 10 golden image that accesses the new MS 0365 solution. The Client will do this on their own. The new SOW (rev-003 or later) and revised proposal reflect this change request. I These two items were removed from the SOW: l • Configure and test MDT for in-place upgrades from Windows 7/8 to Windows 10 • Configure and test Windows Autopilot for future new PCs 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. INSURANCE POLICIES AND MJNIMUMS REQUIRED A Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and adve1iising injury with limits no less than $2,000,000 per occunence (ISO Fonn 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. ].N\ +-\Att() b }),Q, t \fl, 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 Fom1 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. V 2.Automobile Liability: ISO CA 00 01 cover�!yffiY auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000per accident for bodily injury and prope1iy damage . ./3. .;i. Workers' Compensation: As required by the Sta Cali.fa ·a, with Statutory Limits and Employer's Liability Insurance of no less th 1,000,000 pe occunence for bodily injury or disease. D Not required. Consultant has provided wn .e n zcatzon of no employees . Professional Liability for professional acts, enors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occmTence or $2,000,000 aggregate. If w1itten 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 fonn with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" 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-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 1 . @ Exhibit D I DAIE iMM/00,Y.YYY} ACORD CERTIFICATE OF LIABILITY INSURANCE �-· 10/11/2018 THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMA110N :oNLY AND CONFERS NO RIGHTS UPON 'rHE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE. OF INSU_RANCE ·ooES NOT CONSTITUTE A :CONTRACT BETWEEN THE ISSUING INSURER(S); AUTHORIZEDREPRESENTAT!VE OR PRODUCER, A.ND THE CERTIFICATE HOLDER. IMPORTANT: If the certifica�e ho.Ider Is an ADDITIONAL INSURED, tl)e poUcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the term!! and condltlo_ns o( the popcy, certain pollcles··may require an endor,;omerit. A s(a.temerit on 'this ce1:tlftcate does _not con far rights ·10 tl)e certificate holder In lieu or such endorsam1:1ni(s). PRO'oUCER, Leavi·tt E'ac:i.fic Insurance Brokers, Licensa j(OD79674 1330 s BascoD1 Ava San J.ose CA 9s1:2·a · Inc. �orl".ICT Julie Gi1lan .. filU."----···-----------··------·---·-r··--·--·---.. ------·-:f�.Nt • .Exl!i_l�'?._8_!.._�-�!.: 62 6�-----·------l�t/lgJ;_.!_40Sl 2.�e-,im _______E-MAIL • 1·,. 'll @·l: . ' t AooR6s, Ju ie-gi an . ·eavl.t _. com ---.. --, .. ·-----······--· ------· INS�}\FfOROING COVERAGE -.. -------+•--NI\IC # __ -·�"-··--··-...... -.. -... -, ............ -·--·-----···""••'-------·-·�·-····-·-·-·---.. --··-------··-·-·---l�SU�Eft ! ,_:1ar tf�:rd _ _:n��ra:ice ... ColJ!E..at!Y ·--·-·-····--··! 2 9 42 4 ___ ...INSUflED INSURER e :Sentinel.-Insu:r:ance CoJ&>anY ·-·· -•. --= ,.1TOOO_ .. _____ Dashe".i:· Technologies., Inc, 1�:�::: �li_ed. World .. Insurance .Com�------.. 12:J..7 30 --· 675 Ca.mpbeli �achnol.ogy Pkwy ....:\--------·-·------·-----··----------·--------------+-----·--Ste· 10·0· _'INSUfilili E.: ......... _____ ..... ,------·-·-·-···--·-·------L---···----·-·-.Campbell CA 9500.8 ·1NSURER F:I COVERAGES CERTIFICATE.NUMBER; REVISION NUMBER:. THIS IS TO:CERTIFYTHA:f THE POLICIES OF INSURANCI; LISTED BEL'OWHAV!=_ BEEN jSSUECi TO THE l�SU.!�ED NAMED ABOVE FO.RTHE POLICY PER{OD INDICATED. Non,vtTHSTANDING ANY. RE.QUIREMENT, TERM OR CONDITION Of ANY CONm.ACT OR:OTH_Ef,l.DOCUMENT WITH RESPECT TO VV111CH Ti-:IIS CERTIFICATE l\.1AY BE ISSUED OR MAY PERTAIN, 'THE .. INSURANCE ·AFFORQE:D 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, 'i[!ff-··----.. ·-:;;;;��;;;;�-.. ---.... ·-·;AODI:s@�----;��;;�-;;---.. ···· ... T,fopgveirp�p.-r·-· .. ·-·-------·-· .. ·-·-·C"�;;;-·-·-·--·---.. ··-·-- .. �·1�-1.11 MERCIAL GENE.RA': LIABILITY j �,tJJ?fC:..Y�ENf§______ I s __ ..3.0®' �·O'O � 1 ' I I , o,.�AGE TO RENTED -r:- -A _ _j CLAlMS-r,!AOE L.1.Ll O.CCUR l I L!:B.EMISrul;,!!_Qg;µrien�L.JJ _______ _:3��!:�00. �j ��-==��=�=:.:��==::.==:= I �Y l s1tmNzco302 10/J:/201a I 1ef 12on, l�:;;�tf:v;!�;;�t:�:=::}J�it·��--t-��\rL l'�GF.lE�AT.fi. LIMIT AP!llES P.)iR: I j I _ I G§.!:!§..��.Q.�§§ATE, __ .. [ s ---•:�.�.:,�QO -··!·POLICY L� �f& l.] lOC I I r:,�.9.l?.\JEI�---��':!f'!�fil!�+�-------··;�.'..,�?-<:'._��-1 . OTHER: 1 , Err,plO)!eO Ben�fils rs 1 , 000 , 00 0 11 ��:�i;fg�i:�s��i� y ,) I J I , .. mt.lfil --�-�.B��-·1-----------·--ANY. PROPRIEfOR/PARTNE:RIE/<cCVTIVE ·1·-1! I ' l E.l. EACH ACCIDENT ·s 1 ooo· 000 ioFF1CER1MataER EXcliloEo7. /NI A j 1 .· I · .. . --.. ----------.. --,------·---..c: ......... ,1. ____ _ B (IM•ndotory_Jri NHdJ. ... -... ! ll' ! 57WEG8229l 110/1/2018 1,.1.0/1/2019 .l.!Li:::.!>��.§.�:.g_EMPlciV�.el_L_ ____ .. _.!..,_ 000., ooq, 6i;M'1;.ft'J�iF 'aPERATIONS below I ! I i E'.L DISEASE-POLICY LIM1�1 s 1 ooo, 000 C £&0/Cyber :t.iabiHty I ! 0'3093262. j 1.2/112011 j l._2f3:f2<;1B.1 Ltm)1 2·,QOO,OOO A Bus Fersonal Prop, II l 5.7UUNZC0302 \ i0/1./zOJ,B l..7'�,'!;/2(1:l:c'S j Sp"" Fom, Repl Cost. J I I i DESCRIPTION OF OPERATIONS I lOCAil.ONS /VEHICLES (ACORo:101. Mdl1l•n•! Ramark,.$ch<dulo, m•v be •tttcli�d It mare •paco la.�quiredj The City .of Cupertino; its City Council, officez:-s, officials., employees, agen·ts, servants,. and volunteers· a:r:e named-as additional. insur�cl pe;t;" .attac!).ed enaor.sement HG00010�16. P,rima:r:y wo:z:�n'g applies pe:r: a,ttacned endorsemerit HG000.10916 Waiver of subrog:a.tion appH.es to ·genera1 liabiJ.ity. and workers comp· perati;:ached endorsema_nts ! HG0001091.6 and WC0003.l3. · CERTIFICATE HOLDER City of ·Cupertino 10:300 Torre Avenue cuparti;,o., ACORD 25 (2014101) INS025·(2Qf4a'I) CA 95014 CANCELLATION ��u ��x �:;;r�!.�t��EE:�;��E�;��IE!1EE c::c��E;�60�� A_CCORDANCE WlTtJ 'TllE POLICY PROVISIONS. . AUIBOl!izEO.REPlfE:SENTATIVE Fred :Sti!.l'f.o:rd/GJl ... MllJn r.-;z-"-L..� / P· -�r--© 1.988-2014 ACORD CORPORAJION. All rights reserved. The ACORD name and logo are reglster·ect marks of ACORD COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restdcl covercige. Read .the entire policy carefuUy lo deter·mine rights, duties and what is and is not.cov�red. Throughout this policy the words "you" and ·"your" refer to the Named Insured shown In the Declarations, and any other person or organization qualifying as a Named Insured under ttiis policy. The words "we" "us" and "our" .refer lei the ·stock insurance �o�pany member of The· Hartford providing this i11surance. The word "insured" m.eans any person or organization qualifying as such under Sectio n II -Who Is An Insured. other words and. phrases tl1at appear in quotatron marks have spe,cial meaning. Refer to Sedio.n V - De(initions. SECTION I - COVERAGES COVERAGE A BODILY INJURY ANO PROPERTY DAMAGE LIABILITY 1.Insuring Agreement a.We will pay those sums that the insuredbecomes (egally obligated lo pay as damages because of ''bodily injury" or "propertydamage" to which this insurance applies. Wewill have the righ[ and duty to defend theinsured against any "suit". seeking thosedamage.s. Howeyer, we will have no duty todefend the insured again$! any "suit" se�kingdamages for "bodily injury" or "propertydcJmage" to which • this ins.ura�ce does notapply. We rnay, at our discrelior:1i investigateany ''occurrence'' and settle ·any claim or ·"suit"that may result. But: (1)The arnount we will pay for damages islimited as described in Section Ill -Limits Of Insurance; .and (2)Our right and duty to defend ends when.we have used up the ap plicable limit ofinsurance in the payment of judgments orsettiemeots .under Coverc1ges A or B ormedical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or servic;es. is covered Un.less explicitly provided for under Supplementary Payments -Coverages A and B. b.This insurance applies to "bodily injury'' arid"property damage" only if: HG 00 01 09 16 (1)The "bodily injury" or "property damage'' iscaused by an "occurrence" that takesplace ·in the "coverage territotY'1: (2)The "bodily injury" or "property damage"occurs during ihe policy period; an.d (3)Prior to the policy period, no insured listedunper Paragraph 1. of �ection II -Who IsAn Insured and no "employee" authorlzect PY you to give or receive notice .of an"occurrence" or daim, knew that the"podily in)ury" or "property damage" hadoccurred, in whole or ln part. If such alisted insur.ed or authorized \,mployee"knew, prior to the policy period, that the''bodily injury'' · or "property damage"occurred, .then any continuatl.on, changeor resumption of .such ''bodily. injury" or"property damage" during . or after the.policy period will be d.eemed to have beenknown prior to the policy period. c."Bodily injury" or "proper.ty damage" will bedeemed to have beeh known· to haveoccurred at the earliest time when any. Insured Ii.sled uncler Paragraph 1. of Section .II-Who Is A.n Insured or any "employee"authorized by you to. give or receive notice ofan ''occurrence" or ·clairn:. · (1)Reports ail, or any part, of thl:l ''bodilyinjury" or "property damage;' ·to us .or anyot11er in�urer; (2)Receives a writ�l3n or verbal demand orclaim for damages because of the "bodily injury" or "property damage\ or (3)Becomes aware by any other means that "bodily ihJury" or \>roperty damage" has. ·occurred or has begun to occur. · d.Damages because Qf ''bodily injury" includedamages claimed by any person or. org·an ization for care, loss 9f services ordeath resullinS at any time from the. "bodilyinjury". e, lncidentai Medi�al Malpractice .And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render ·1he followi ng health care services by any "employee" or "iio'lunteer worker" shall be deemed to be caused by an "occurrence" for: Page 1 of 21 © 2016 The Hartford (l11clt1des copyrighted material of Insurance Services Office; Inc. with Its permission.} POLICY NUMBER: 57 um:r ZC0302 COMMERCIAL GENERAL LIABILITY CG 20 26 04 '13 THIS ENDORSEMENT CHANGES THI: .QQLICY. PLEASE READ IT CAREFULLY.. A0DIT1,01 NAt NSURED .. OESIGNATED PERSON OR ORGANIZATION Thfs endcirsemerit modifies Insurance provided under the. following: COMMERCIAL GENERAL LI.ABILITY (;:OVE:RAGE PART SCHEDULE .Name Of Additional Insured Person(s) Or Oi:ganization(s): CITY OF CUPERTINO, ITS CITY COUNCIL, BOARDS AND COMMISSIONS, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS., VOLUNTEERS AND CONSULTANTS FOR CERTIFICATE NO. Information required to complete this.:Schedule, If not shown above, will be shown in the Declarations. A.Section II -Wh'o Is An lnsu·red is amended toinclude as an additional insured the person(s) ororganizatiein(s) shown in the.Schedule, but only with respect . to liability for "bodily injury", "property damage" or "personal ,;1nd �dvertisrng injury"caul?ed, in whole .or in part,. by your acts oromissions or ·the act;; or omissions of those acting on 'your behalf: 1.k1 the performance: of your ongbing ·operations; or 2, In connection with your premises owned by ·orrented t9 you. However: 1.The insurance afforded to such additional insured only applies fo the extent permitied by la:w; and 2. If coverage provided to the addition.al insure9 is req�1ired by a contract or ameement, the.Insurance afforded to such additional insured willncit be broader than thal whic11 you are requiredby the contract ·or agreement to provide for .such additional insured. B.With respect to the. ihsuran·ce afforded to theseadditional insureds, the following is added to Section. Ill-Limits Of Insurance: If cover�ge provitjed to th� ad(:litlo.nal insur�d isrequired by a contract or agreement,. the most wewill pay on behalf of the additipnal insured is theamout1t of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits :ofInsurance shown in the Dec larations; whichever Is less. This endorsement shall not increase the applicable. Limits of Insurance shown iri the Declarations. CG 2()2� 0413 .© lnsllrariceBervices Office, lric.;.2012 Pa,ge 1 of1 (1)ProfessioQal health care services such as: (a)Medical, surgical, dental, laboratory, x-,.. · ,,ray .or nursing se(Vices or 1reatmeVadvice· or instruction, or 1he relat�furnist,:ing of food or beverag�sr .,. · (b)Any health or thera peutic service, treatm·ent, ad\iice ot.Jf'iStruction; or (c)The. furnishing or dispensing of drugsor medical, dental; or surgical suppliesor appliances; or (2)First aid services, which include: (a)Cardiopulmonary resuscitation,whether performed manually or with adefibrillator; or (b)Servi.CE:lS performed as a Goo.dSamaritan. For the purpose of determining the limits of insurance, any act or omission together. wltl:1 ·au related acts or .omissions in the furnishing of these services to any one person will .be con·sidered one "dccurren9e'', However, this Incidental Medkal Malpractice .And Good Samaritan Coverage provbion applies only if you are nOt engaged .in the busine.ss or occupation ofpr0\1iding any of the services described In this provision. 2. Exclusions This insur;:.nce t:loes·not·applyto: a, Expected Or lnten.ded Injury "Bodily iriJLiry" or •iproper ty damage" expected or intended from the stand�oint .of lhe insured. This exclusion ·does not. apply to "bodily injury" or "property damage" resulting from the·· use o"f · reasonable fori;;e to protect persons or property. b. Contractual Liability "Bodil y injury" or "property .damage" for whtchthe insured is bbllgated to pay damages by reason of the assumption oJ liability in acontract or agreement This· exclusion does not apply to liability for damages: (1)That. the in'sured would have in theabsence of the contract brcJweerrient; 6r (2)Assumed In a contract or agreement thati.s an "insured contract'\ pro1,1jded the"bodily injury" or "property damage"occurs subsequent to the executio.n of the pontract or agreement. Solely for thepurposes of liabillty assumed in c1n "inst1red cbntracl", · reasonable attorneyfees and necessary ·1itigatlon expensesincurred by or for a party other than ariinsured. are . deemed to be damagesbecause of "bodiiy injury" or "property damage''., provided: Page 2 of 21 / / (a)Liability to such party for, or for thecost of, that party's defense has alsobeen assumed in the sarne "insuredcon.tract'.'; i:lnd.(b) swch attorney tees and Hiigatlon expenses are for defense of that party ·against a �i.vil or alternativ� disputeresolution proc·e·eding in whichdamages to. which this insuranceapplies are alleged. c.L;iquor Liability 'lfodily inJury'' or "property damage" for whic.hany insured may be held liable by reason of: (1)Causing or contributing to the .int oxicationof any 1:ietson; (2)The furnishi ng of. alcoholic qeverages to aperson unger the. legal drinking age or under the innuence .of.alcohol; or (3)Any statute, ordinance or regulationrelating to the sale, gift, distribution or useof alcoholic beverages. This exclusion applies even· ·if the c;laims against any insured alfege negligence or o(her wrongdoing in: (a)The supervision, hiring, employment,training or monitoring of others by thatinsured; or . (b)Providing or f13iling �o providetransporta1ion with respect to anyperson that may·be under the influencecif alcohol; if the "occurrence" which caused \he "bodily injury" or "property damage''; involved that which is described in Paragraph (1), (Z) or (3) above, · · However, this e�clu�ion ElPPlies only if you are in the business of rnanu_factur.ihg, distributing, selling; ·serving or furnishing alcoholic beverages. For lhe purposes of this exclusion, per.milting a person to bring alcoholic beverages .on your premises, for consumption on your prerrHr,ei, whether qr not ·a {ee is charged or a license is required for such activity, is no! by itself cor)sjdered the business of selling, Sf3rving or furnishing alcoho.lic beverages. d. Workers' Compensation And Similar Laws . Any obligation of theinsi.Jred under a workers' compensation, disability b�neftts qrunemployment compensation faw or anysimilar law. e. Employer's Liability "Bodily injury" to: (1)An "employee'' of the insl,lred arising out ofand in the course of: HO: 00 01 09 16 (a)Employment by the insured; or (b) Perforn1ing duties related t9 tlw qonduct of the insured'$ business: or (2) The spouse, child, parent. brother or sister of that "emplqyee'' as a consequence ofParagraph (1) above.· · This· exclusion applies: (1)Wheiher the insured may be }.iable as an employer or in any either ca pa city; and (2)To any obligation fo share damages with or . repay sor'neone efse who inust pay damages because of the injury. This exclusion does ciol apply to liability assumed by the insured under an "insured contract". f.Pollution {1) "Bodily injury" or "property damage".arising out of the actual, alleged or threatened discharge, ,dispersal, seepage, migration, release or escape of "poll utan ts'': (a)At QJ from any premises, site or loca1ion which is or was at �ny timeowr,ed o·r occupfeq by, or rented or loaned to, any· insured. However, this.subparagraph does not apply to: (i)"Bodily injury" if susto111ied within a ·buildirig arid caused by smoke,fumes, vapor or soot produ.ced by or originaling from equipment that is used to heat, cool or dehumid ifythe building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii)"Bodily injµr-y" or ;'prope1iy damage" for wh.ich you may be held liable, if you are a contractcir and the owneror lessee of such premises, site ,or location has been added to your policy as ah additiohal insured with respect fo. your ongoing operations perf9rmed for that additional insured at that pr.�mises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned lo; any insured, other thanthat additional insured; or (ili) "Bodily inji.Jry" or "property damage" arising out of h_ea_t, smoke or fumes from a. "hostile fi,e"; (b} At or from any premises, site or location which is or was· at any time used by or for any insured or others for HG 00 01 09 16 the. handling, storage, disposal, processing or treatment 6f waste; (c)Which are or were at any time.transported, handled, stored, treated, disposed of, or pro.cessed as waste by or for: (i)Any insured: or (ii)Any person or organization forwhom you may · be legallyresponsit:>le; (d)At or from any premises, site or location on which any insured or any contractors or subcontractors workin·g directly or indirectly on any insured;sbehalf are performing operations if the"pollutants" are broµght on or to th.e premises, site or location in connection with such operalioris by such insured, contractor or subcontractor. Howeve·r this subparagraph does not apply to, (i)"Bodily injury" or "property .damage" arisin.g' owt of the escape of fuels, l!Jbricanl$ or other operating flufds wriich are nE;f,deg to perform the normal electrlcal, hydraulic ormechanical_ functions necessary forthe operation of "mobile equipment"or its parts, if such fuels, lubricants cir .other operating fluids escape from a vehicle part designed iohold, store ·or rec;eive them. Thisexception does not apply if the ''bodily injury" or "property damage" arises out of the intentionaldi�charge: cJispersaf or release of the fuels, lubricants or .other .operating fluids, or . if such fuels, lubricc!nts or other operating fluidsare brought ·on or to the premises, site or location with ·the intent thatthey be discharged, dispeised .or released as part of the o·p ·1;Hations being performed by such insured, ·contractor or subcontractor; (ii)"Bodily injury" or "prqperty damage" sustaifleid w_ithin a · building andc_c:1used by the rel.ease .of gases, fumes or vapors from materialsbrought inlci that bt,iilding in connection With operations being performed by you dr on your behalf by a contractor or subcontractor; or (iii)''Bodily injury" or "property damage'! arising out of heat, smol�e or fumes from a nhos_ll°l_e fire"; or {e) At or from any premises; site ot location on which any insured or ahy contractors or. subcontractors working Page 3 of 21 dir ectly or ·Indirectly on any inst/red's behalf are performing operations. if the operations are to test for, monitor ! clean up, remove, contain, treat, detoxify or neutralize, or in any wa_y respond tci, or assess the effects of, "pollutants". (2)Any ·loss, cost or exp!;lnse arising out ofany: (a)Request, demand, oroer or statulor¥ or re.guiatory requirernenl that anyinsured or others test for, monitor,clean up, remove, contain, treat,detoxify or neutr alize, or in any ,vayrespond to, or .ass·ess the effects of,"pollulan.ts"; or (b)Claim or suit by or on behalf of agovernmental authority for damagesbecause of testing for, monitoring,cleaning up, removif)g, containing! treating, detoxifying or neutralizing, orin any Way responding to, or assessingthe.effects of, "poJlutants". However, this paragraph does not apply to liability for da,rnages b.ecause of "property oama:ge" that the insured would have in the absence of such request, demand, order· or statutory br regulatory requirement. or such claim ot "st1if' by or on behalf of a governmental authority. g, Aircraft,.Auto Or Watercr.a_ft "Bodily injury" or "property damage" arising out of the ·ownership, maintenance_, use or entrustnient to others of any aircralt, "auto" or watercraft owried or operated by or r.ented. or loaned to any insured. Use includes operation and "lo ading or unloading''. This exclusion applies even if the claims against any insured alleg� negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured, if the '_'occurrence" which caused the "bodily injury" or "property damage" involved the ownership,. maintenance, use or en_trustme_nt to others of any aircraft, ''auto" or watercraft that .is owned or operated by or rented or loaned to any insured: This exclusion does not apply lo: (1)A watercraft wh!le ashore on premi�es you own. or rent; (2)A watercraft you do notown that is: (a)Less than 51 feet long; and (b)Not being used to carry persons for acharge; (3} Parkin_g.an "a.uto" on, or on the W?Yf3 next". Page 4 of 21 to; _premises you own or rent, provipec:l the "auto" i.s ncit owned by orrenJed or loaned to you or the Insured; (4)Li ability assumed under any "insu_redcontract" for the ownership, ma intenanceor use of aircraft or watercraft; (�) "Bodily injury" or "property damage" a.rising out of: (a) The operation of machinery orequipment that is alt.ac hed. to, or. partof, a ·1and vehiclEl that· wo.u!d qualifyunder 1he deftriition of "mobileequipment" if it were not subject tQ acqn:ipulsory or fin ancial .responsibilitylaw -or other motor vehicle ins urancelaw where it is licen.sed or principallygaraged; or (b)The operation of any of the machineryor equipment listed in Paragraph f.(2)or f.(3) of the definition of "mobile equiprn�nt''; or (6)An aircraft that. is not own1;1d by anyins4red and fs hked, ·chartered or _loanedwith & paid crew·. However, this exceptiondoes not apply if the insured has a·ny otherinsurance fa� such "bodily injury" or''property damage", Whether the otherinsunmce is primary, excess, ·contingentor on :any other basis. h.Mo.bile Equipment "Bodily inju"ry" or "property damage" arisinQout of: (1)· The transportaiion of "mobile equipment"by an "auto" .owned ·Or operate9 by Ofrented or loaned to. any insured; or (2)The use of "mobile equipment'' in, or whilein practice for, or while being prepared for,. any prearranged racing, speed,demolition, or stunting activity. i.War- "Bodily injury" or "property damage(, howevercaused, arisin g, directly or indirectJy, out of; (1)War, including undeclared or civil war: (2)warlike action by a military force, includingaction iri hinderrn·g cir defending against anacfw,11 or expected attack, by a11ygovernment, sovereign or other authorityus_ing military personnel or other agent�;or (3)Insurrection. rebellion, revolution, usurpedpower,. or acti on taken by governmentalauthority in hJndering or defending 'again�tany.of thes!;l. j.Damage To Property "Property damage" to: HG 00 01 09.16 (1)Properly you own, rent, or occupy, including any costs or expenses .incurred by you, or any ott1er person, organization or entity, for repair, replacement, enh,:,mcement, restoration or m.aintencince of such property for any reason, including pr(:lvention of injury to a person .or damage to .anoll1er's property; {2) Premises you sell, give away or abandon; if the ''property damage!' .arises out uf any part of those premise$: (3)Property loaned.to you; (4)Personi;!I property In the care, custodi1 or con.trol 6f the iniiured; (5)That particular part of teal property on which you or any contractors or subcontractors wprking directly or indirectly on your behalf are performing operationl?, if the ''property dcjmage" arises out of those op.erations; or (6)That particlilar part bf any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. P·aragr.aphs i1 ), (3) and (4) of th(s exclusion do not apply to "property 1:lamage'.' (other tha11 damage by fire) to premises, including the conten.ts of such premises, rented to you for a period of seven or fewer consecutive days, A separate limit of insurance applies to Damage To Premises Rented To Yo� as described in S�c\ion Ill -Limits Of lnsuranc;e. Parf,lgraph (2) cif this exclusion does. not <JPPIY If the premises are "your work'' .and were never occupied, rented or held for renta.1 by you. Paragraphs (3) and (4) of this exclusion . donot apply to "property damage" clrising from the Lise of elev,;1tor-s. Paragraphs (3), (4), (5) and '(6) of this exclusion do riot apply to liability assumed under a sidetrack agreement. Paragraphs (3) and. (4) .of this exclusion do not apply to ''property darnagE:l" to borrowed equipm1:1nt while not being U$ed to perform operations at the.job site. Paragraph (6) of this exclusion does not apply ro "property damage" included in the "products-completed operations hazard''. k.Damage T0Yo11r Product "Prop�rty damage" to "your procjuct" arising out of it or any part of it. I.Damage To Yoor WQ.rk ''Property damage" to "your work" .arising out of it or any part of it and Included in the "products-completed operations hazard". HGOO 010916 This exclusion does not apply if the damaged work. or the work out of which the damage aris.es was performed on your behalf by a subcontractor. m.Damage To Impaired Property OrProperty Not Physically Injured "Properly damage" to "impaired property" or property ·that has not been physically injured, arising out of: (1) A clefect, deficienc:;y, inadequacy ordarmerous· condition in "y.our product" or "your work"; or (2)A delay or failure by you or anyone acting on your behalf .to p·erfomi a contract or agreement In accbrd ance with its terms. This exclusion does not apply to th$, loss of use of other property arising · out of sw:lden and acci.dental physical fojury to "y()ur produ.ct'' or ,;your work" after it has been put lo its intended u.se. n. Recall Of Products, Work Or Impaired Property Damages claimed for 1::iny loss, cost or expense incurred t:iy yqu or others for the loss of.use, withdrawc1I, recall, inspection, repair,replacemen t, adjustment; removal or disposal. of:· (1)"Your product"; (2)"Your work": or (3)"Impaired property"; if such pr.oduct, wmk,. or property.is withdrawn or recalled ·trom the market or from use by any person or organiza1ion because of a known or suspected defec t, deficiency, in;:i.dequacy or di,mgerous con:ditic;in in IL o, Personal And Advertising Injury "Bodily injury" . arising out of "personal arid acJvertising injury". p.Access or Disclo.sure Of Confidential Or Personal ltiformation And Data-related Liability Damages arising out of: (1)Any· access to or disclosure of any person's ·or ortfar.iization•s· confidential or personal inf6rmatlon, including patents, trade secrets, processing methods, customer lists., financial information, credit card lnfor.mation, heal.th information or any othE)r type of non puo!ic information; or (2)The loss of, loss of use of, damage to, corruption of1 inability lei access, or Inability to manipulate electronic data. This exclusion applies even if damages ar� claimed for notification costs, credit monitoring expenses. forensic e)(penses, Page 5 of 21 public' relations exp enses or any either loss, cost or expense . incurreq by you or others .arising .out of that which is _described in Paragcaph (1) 9r (2} above. However, u_nless Paragraph (1) above applies, this exclusion do es not apply to damages because of "bodily injury". As used ·in this exclusion, electronic data means information, facts Of p(ogra()1S stored as or on, created 9.r .u��d on, or t.ransn,itted to or from computer software, incl_uding systems. a.nd applications software, hard or floppy dlsks, CD�ROMS. tapes, drives, cells, data process ing devices or any other media· which are used with. electronically controlled equipment. q. Employment-Ri')lated Practices "Bodily injury" �o: (1)A person arising out of any "employrnent related practices''; or (2)The. spouse, child, parent, brother or sister of tt1at perso.n 13s a cons�quence of ''bodily injur y" t9 ,that person a.l whom a.ny ''.employment-related pract_ices" are directed. This exclusion applies: (1) Whether the lhjury-c:ausing · desc:ribed in the definition of "employment related practices" occurs before employment, during employment or after employment o.f that persc;m; (2)Whether the insured may be liable as an empfoyer or in any other capaaity; arfd (3)To any obligation lei share damages with or repay someone else who must ·pi;ly damages because of the i'njury. r. Asbestos (1)"Bodily injury" or "property damage" arising out ofthe "asbestos hazard". (2)Any damages, Judgments, settlements, loss, c:o.sts or expenses that: (a)May be awarded o.r in.curred by rea.son of any claim or suit allegihg actual or threa'tened injury or damage of any nature or :kind to persons or property which would not have .occurred in whole or in· part but for the ".asbestos hazard"; (b)Arise out of flny request, demand, order or statutory or regulatory re·quirement that ·any insured or ·.others test for., ·monitor, .clean up, remove, encapsulate, conta in,· treat, detoxify or neutralize or ih any way respond to or Page 6 of.21 assess the effects cif an "asbestos hazard"; .or (c)Arise out of any claim pr .suit for damages. because of testing for, monitoring, cleaning up, removing, �ncapsulating, containing, treating, detoxifying or neutralizing o_r in any way responding to or assessing the effects ofan ''asbeslos hazard". s.Recording And Distribution Of Material Or Information In Viola.tion Of Law "Bodily irijury" or "property damagEl" .arising directly or indirectly 0�1t of any action 6.r omission that vfeilates or Is alle�ed to violate: (1)The Telephone Consumer Protection Act {TCPA), including any amendment of or addition to s.u.ch law; (2)The CAN-SPAM Act of 2003, including any amendment.of or addition to such law; (3)The Fair CreditRep·ortlng Act (FCRA), and any amendment of or addition to ·such law-, it")Cll!ding the F_air and Accurate Credit Trc)nsaclion Act (FACTA): or (4)Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003.or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, di1?posal, :c::;o!lectiog, �ecording, .sending, tr9nsmitting, communic.ating or distribut_ion of material cir inform;:ition. Damage To Premises Rented To You - Exceptioi1 For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through 11· do not .apply t9 d;:image by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies fo ihis coverage as described in Section Ill -Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISfNG INJURY LiABILITV 1.Insuring.Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages pecaµse of "personal and. aavertisfog injury" to which thfs iriqvrance applies. We "'1ill have the right ancl tjuty to defend. the insured against c:1ny "suit" seeking those damages: However, we will have no duty to defend the insured against any ''suit'' seeklrig damages for "personal and.advertising Injury" to Which this insurance does. notapply. We may, at our HG00010916 discretion, investlgat1:1 any -offense and settle. any claim or "suit" that may result. But: (1)The amount we Will pay for damages ls _limite.d as, described In Section Ill -Limits Oflnsur13nce; and (2)Our right and duty to defend end when we have used up th1;1 applicable limtl ofinsurance·in ·the payment ·of judgments orsettlements under Coverages A cir-B ormedical exp�hses under Coverage C. No other o_bligation or JicJbility to pay sums or perform acts or services Is· covered unless explicitly provided for under Supplemeniary Payments� �overages A and B. b.This insurance applies to "personal and advertising injury" caused by an offen$earising out of your busin�ss but only if the offense was· commit\e.d in the "coverageterritory" during the poliqy period. 2.Exclusions This Insurance does not apply to: .a. Knowing Violation 0( Rights Of Another vPer.sonal and adveriising injury" arising out of an offense committed by, at the direction or with the consent 9f. acq1.1iescence of the insured with the expectation of inflicting "personal and aqvertising injury'\ b.Material Published With Knowledge Of Falsity "Personal and advertising injury" arising.out of oral, written or electronic publication, in any manner, cif material, i.F done by or at the �irection of the in.sured with knowledge of its falsity. c.Material Publlshed Priqr To Policy Period "Personal and atjvertising in jury" arisif)g out of oral, written. or electronic publication, ln anymanner, of material whqse first .publication took place before the beginning bf the policy period. · d. Criminal Acts "Personal and advertising-injury" arising ou.t of a criminill act committed by or at the direction ofth_e Insured. e.Contractual Liability "Personal and advertisfrig irijury" for which the insured has assurneo liability in a contract oragreement. This e.xcluslon does not c1pply to liaqility for damages thai the insured would have in •the absenc!;l of the contract oragreement.r.Breach Of Contract "Personal and advertising injury'' arising out .of a breach .of contract, except an implied ·contrac.t to HG 00 01 0916 use another's '.'advE;Jrtising idea" in your "advertisemenr. . g'. Quality Or Performance Of Goods - Failure To Conform To Statements "Pe.rsonal and ac;lvertisingJnjury" arising oul of the failure of goods, products _or services to conform With any _staterner.it of quality or performance made in· your "adveriise·ment", h.Wrong D�scription Of Prices 0Personal and. cidvertising Injury" arising oul of the wrong descriptJon of the price of goods,products or services. i.Infringement Of lntell�ct.ual PropertyRights (1)"Personc1l and advertising in jury" arfsingo.ut of any actual or alfeged irifring!:)menlor violatipn of any intellectual properly rights , such as copy�ght, paten,l,trademarl�, trade ·name,·trade secret, tradedress, seirvice mark bi' other desigriationof origin or authenticity; or (2)Any injury or dam�ge alleged in i:1ny clamqr "suit." that also alleges an Infringement or violation of any 'inlellectu�I property right, wh_ether such allegation of infr[ngement or vlol�tlon Is made by you or by ·any othe_t party inv9lved in the claim or ''suit", regardless of whether this insurance would otherwise apply. However, this exclusion c;toes not apply i_f the on'ly allegation. in the claim or "suit'' involving any intellectual property right is limited to: (1)lnfringerrient, in �our "advertisement", of: (a)Copyright; (b)Slogan; or (c)Title of any literary or arlisti_c work; or (2)Copying, in your "advertisement"., aperson's 6r organization's "advertising ide·a" or style of ''advertisement\ j.Insureds In Media And Internet Type Businesses "Persona·1 and advertising injury" committedby an in.sured whose business is: (1)Advertising, broadcasting, publishing or telecasting; (2)Designing or determining content of web sites for others; or (3)An Internet search, access, content orservice provider. .. However, this exclusion does not apply to Paragraphs a., b. ahd c. of the definition of "personal and .advertising injury" under the Defihitions Section. Page.7 of21 For the purposes of this exclu:;ion, the placing of frames, borders cir links, or advertising, for you or othe�s anywhere on the. Internet, is riot by itself, co.nsidered the business of advertising, broacfqastin g, publishin,g or telecasting. k.·Electronic Chatrooms Or Bulietin Boards ''Personal and advertising injury." arising out of an electronic chatroo·m or :bulletin board the insured hosts, owns, or over which the inspred exerci�es :control. I.Unauthorized Use Of Another's Name Or Product "Personal and advertising ii:,jury" arising out of the unauthorized use of another's name or producfln your e-m.ail address, domain name or metatags, ·or any other ·similar tactics to mislead another's poteniial r.:ustom�rs. m.Pollution "Personal and advertising 'injury" arising out of the' actual, alle!;jed' or threaiened discharge, di �persal, :seepage, rnigra'tion, release. or escape of "pollutants" .at any time. n.Pollution-Reia.ted Any loss,.cost or expense arising out of any: (1)Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor. dean up, remove, contain. treat, detoxify or r:,eutr.alize. or in any way respond to, or c1ssess the effects of, "polh.[tants"; or (2)Claim or qUit 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 w·ayc responping .to., or assessing the effects of., ''p01!utants'', o.War "Personal and advertising. injury". however caused, arising, directly or indirect ly, out of: (1)War, including undeclared or civil war; (2)Warlike.adion by a militaryforqe, including action in hindering or defrmding against an actual or expected attack, by any government, sovereign Cir other authority using military. personnel or other agents; or {3) Insurrection, rebellion, revolution, usurpep power, or action taken by governmentai 1;3uthority in hindering or defending against any of these. p.Internet Advertisements And Content Of others Page 8 of 21 "Personal and advertising injury'' arising out at (1)An "advertisement:' for others on your websUe; (2)Placing a link tp a web site of others. Qnyol.lf web site; (3)Content, including information, sounds, text. gra'phics, or images from a web site of others displayed within a frame . or border on your web site; ·or (4)Conwuter cqtje, software or programming used to enable; (a) Your web site; or {b) The presentation or functionality of an ''.advertise·rn.er1t" or other content on your web site:. q.Right Of Privacy Created By Statµte "Personal and advertising injury" arising out of the · violation of a pe'rsori's · r!ght of privacy created by any state or federal ad. However, this exclusion does not apply to ltabiiiiy for dc!mages that the insured would have· in the apsence· qf such s.tate or fe(jeral 1:ict: r.Violation Of Anti-Trust law "Personal and a·dv.ertising injury" arising out of a violation·ot ;:my an ti-trust iaw: s.Securities "Personal and advertislng injury"' arising out of the fluctuation in price or value of any stocks, bonds or other securities. · t.Recording And Distribution Of Material Or lnforma�ion In Viqlation Of Law "Person al .and advert.ising injury'' arising directly or Indirectly .out of any action or omission t11at violates or is alleged to violate: (1)The Telephone ·Consumer Protection Ad (TCPA), including any amendment of or addition 'to such law; {2) 1he CAN-SPAM Act of 2003, inciuding any ame.n.dment of.or add.ition to.such law; (3)The Fair Credit Reporting Act (FCRA), and ariy amendment of or addition to such law, including the Fair and· Accurate Credit TtansMtion Act {FACT A); or (4)Any federal, l5tate' or lqca! statute, ordinance or regulatfon, other thc'.\n the TCPA or CAN°SPAM Act of 2003 or FGRA and their amend.ments and .. additions, that addresses, pr.ohibits or limits the printing, dissemination, disposal, collecting, recbtding, sendin.9, transmitting, communicatirJg or dJstribiJtion of material or information. HG 00 01 09 16 u.Employment-Related Practices "Personal. and advertising injury" to; (1)A person arising out of any ''employrnent relate.d practices!�; or {2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and :advertising Injury" to that person .at whom any ''employment-related practices" are. directed. This exclus.ion applies.: {1) Whether the injury-causing event described in the definition of ;'ernploymenl related practices" occurs · before employment. during employment or af:ter employtnent of that person;.· (2)Whether the insured may be fiable as an employer or in any other capacity; and (3)To any cibligation to share damages with or repay someone else who must pay damages because of the injury: v.Aspestos (1)''Personal :a.nd adve rtising inji.)ry" arising out o.f the ''asbestos hazard". (2)Any damages, judgments, set11ernents, loss; costs .or expenses that: (a} May be awarded or inqmed by reeison of any claim ·or suit cilleging actual .or threatened injury or damage of any nature or kind to. persons or properly Wl;lich wquld not have occurred irJ whole or in part but for the "asbestos. hazard"; · (b)Arise out of any request, demand, order or statutory · or regulatory requirement t.hat any insured or others te�t for, monitor,· clea.n up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effecls of an "asbestos hazard''.; or (c)Arise but of any claim or suit for tjamciges be9au!')e of testing for, moniio.ring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or In any way responding to or assessing the effects ofari '!asbestos hazard". w.Ac::cess Or Disclosure Of ConfidenUa! Or Personal Information "Personal and advettising injury" arising .out of any acce·ss to or disclosure of any person's ororganization's confidential or personalinformation, .including patents, trade. secrets,processing methods, customer lists. financialinformation, credit card information, health HG 00 01 0916 information or any other type of nonpublic information. This exclusfon applies even if damages ai:e claimed for notification costs, credit monitodng expC:lnses, .forensic; expenses; pLJbl[c relations expenses or any ·other loss. cos.t or expense. incurre.d by you or .others arising out of any access to or disclosure ·of any ·person's or organization;s conf)dential or personal information. COVERAGE C MEDICAL PAYMENTS 1.Insuring Agreement a.We will pay meoica! expenses as. described below for "bodily injury" caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3)Because ol your operations; provided that; (1)The accident takes place in the "coverage territort and during the policy period; (2)The expenses are incurred and ieported to us within three years of the .dale of th.e accidimt; .cJnd (3)Ttle . injurec:! person submits lo examination, at our expense, by physicians of our choice as often as wereasonably require.. b.We will make these payments regardless of fault. These payments will hot exceed the applicable limit of insurance. We will pay reasona.ble expenses for: (1)First aid administered at the trme of an accident; (2)Necessary medical, surgical, Xrr.ay and dentaJ se(Vices; including prosthetic devices; and {3) Necessary ambulance, hospital, professfonal nwsing and funeral services. 2.Exclusions We will not pay expenses for "bodily injury':: a.Any Insured To any insured, except "volunteer workers". b.Hired Person To a person hired to do w6rk for or on· behalf of any insured or a tenant of any insLJred. c.Injury On Normally Occupif;id Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers Compensation And Similar Law.s To a person, whether or not c1n "employee" of Page 9of 21 any insured, if benefits for the "bodily injury" are payable or must be provided under· a worke.rs''compensation or disability t;rnnefits !aw or a similar law: e.Athlet_ics Activities To a person injured while practicing, instructing or participating in any physicaiexercises O( games, sports, or athletic contests. f.·Products-Completed Operations Hai:�rd Included within the '.'products 0 cor.npleted operations hazard". g.Coverage A Exclusions Excluded under Coverage. A. SUPPLEMENTARY PAYMENrs -COVERAGES AAND 8 1.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a.All expenses we :i11cur. b.Up to $1,00Q for cost of bail bonds required because of accidents or traffic-law :violations arising out of the use of. any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these bonds. c.The co.st of appeal bond.s or bonds to release ·attachm�nts, but onlY:. for bond .amountswithin the app[icable limit pf insuranc;;e. We _do not have to furnish these. bonds. d.All reasonable expenses ·incurred by the insured at our· request 10 assist us in theinvesligation ·or defense of the claim or "suit'', ir'lcludi ng actual loss of earnings up lo .$500. a day because of time off from work. e.All court .costs taxed against ihe insure.d i_n the "suit''. However, such costs do nol1nclude attorneys' fees. attorneys' expen·ses, witness or expert fees, or any other expenses of a party taxed to the insured. f.Prejudgment interest aw11rd.ed against the insured on that part of the judgment we pay. Ifwe make a.n offl:lr lo pay 1he applicable liml.t ofinsurance; we wlll not pay any prejudgmeritinterest based oi1 t11at period of time.after the offer'. g.All interest on the full amount of any judgmentthat accrues after entry or the judgment and before We have paid, offered to PRY, or depos i�ed in court the part of the judgmentthaUs within the applicable limit of insurance. These payments will no\ reduce the limits of insurance. ·2. lf we defend an insured against a "suit" and a.n indemnitee of the in�ured is also named a:, a Page 10 of21 party to the "suit", we will defend that indernnitee if all of the following conditions are met: a.The "suit" against the lndemnltee seeks damages for whii;;h the in:,ured has assLlmed the liability of the inder:nnitl:le in a contract oraQreement that is an "insured contract"; b.This insurance applies to such liability assumed by the insured; c.The obligation lo defend, or the cost of the.defense of, that indemnitee, has also been assurned .. by the insured .in the. same "insured contract";· · · d.The all egations in the . "suit" and the·information we know abciut the ''occurrence" are 'such -lhcJt ho conflict appears to. exist between the interests of the insured and theint13res.ts 9fthe indemnitee; e.The indemnitee and the insur.ed ask Ws toconduct and control the defense. of that·iridemnitee· against such ''.suit" and agree thatwe can assign the ·same counsel to defend the insured and the indemnitee; and f.The indernnitee: {1) Agrees in.writing to: (a)Cooperate with us in the investigation, setllemenfor defense of the ''suit"; (b)Immediately send us copies of any demands, notices, .summ.onses or legal papers r(;!ceived in connection with the "suit"; .(cJ Notify any other insurer whose coverage is available to the indernnitee; and (cl)CooperatG w.ith us with respect to coord_inatlng other applicable insurance avail�ble to the indemnitee;and (2)Provides us with written authorization 'to: {a) Obtain records and. other informc1tion related to the ''suit"; and (b} Co.nductand control the defense of the indemriitee in sutti "suit". So long as · the above conditions are met, alforneys' fees incurred· by us in the defense· of that · indemnitee, n\;lcessary litigation expenses incurred by us and nece$sary litigation expenf?es incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) cif Section I - Coverage A -· Bodily Injury And Property Damage Liability; such payments will not be deemed to be damages for "bodily injury'' and "property damage" ancl will not reduce the limits ofinswance. HG 00 010916 Our obligation to defend an irisured's indenmitee ana to pay for aitorneys· fees ancl necessary litigation expenses as. Supplementary Payments ends when: a.We have usE;Jd up the applicable limit ofinsurance in t.he payment· of judgments orsettlements; or · ·· · b.The conditi.ons set forth above, or tht;J term� ofthe agreement described in Paragraph f.above, are no longer met. SECT.ION II ·-WHO IS AN INSURED 1.If you are designated ih the Declarations as: a.An individual, you and your spouse areinsureds, but only with respect to the conductof a bu�iness of which you are the soleown.er. b.A parthership cir Jol.rit venture; you are aninsured. Your members, your partners .. andtheir spouses are also insureds, but only withrespect to the conduct of your business. c, A limi(ed liabillty company, you are an insured. Your members are also. insureds, but only with respect to the conduct of your business. Your inanc1gets are insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, jointventure or lim1tep lic1bilily company, you are an insured. Your "executive officers" and directors are insureds, but only with ·respect .to their duties as your officers .or directors. Your stockholders are also insureds, but only with respect htheir liability as stocl<holders. e.A trust; yoLi a�e an insured, Your trustees arealso insureds, b.ut oriJy with respect to theirduties as trusle(;)s, .2. Each of the following is also an in.sured: a.Employees And Volunteer Workers Your "volunteer wo rkers" only vJl1ileperformh,g duti.es related t.o the conduct ofyour business, or your "employees", otherthan either your "executive officers" (if yo,u . arean organization other than a partnership, jointventure or limited iiability company) or yourmanagers (if you are a limited liabilitycompany), bu t only for acts within the scopeof their · employment by you or whileperforming duties related .tQ the conduct .of· your pusiness. However, none qf these ''employees" or"volunteer work.ers" are in.sureds for: · (1)"Bodily injury" or "personal and advertisinginjury": (a)To you, to your partners or mE::rri.bers (ifyou are a pa(inership or Jo.int Vt;Jnture):to your members (if you are a limited HG OD 01 09 16 liability company),· to. a c:o·"employee'' while In the CO\.,lfSe of his or her employment or performing duties related to the conduct of your busin.ess, or io your other "volunteer workers" while performing duties related td. the cohduct of your business; (b)To the; spouse, child, parent, brother orsister of that co--''employee" or that"vo.lunteer worker" as a consequencecif Paragraph {1){a) above; (c)For which there ls any obligation to share damages wlth or repay sorneorieelse who. must pay damages becauseof the Injury descr.ibep in Paragraphs (1}(a) or (1)(b) above; or .(d) Arising out of his or her providing or failing to provide profes.�iorial health care services. If you are not in the business of providing professional health care SE:Jr vices:. (a)SL1bparagraphs (1 )(a), (1 )(b) and (1 }(c)above do not apply to. any "1:1 mptoyee"or "voll,mteer worker" providing first aidservices; and (b)Subparagraph (1)(d) above does not ·apply to .any nurse, emergency medicaltechnician or paramedic: employed byyou to provide s.uch services. (2)"Property damage" to property: (a)Owned, occupied cir used by, (b)Rented to, in the care. custody orcontrol of, or o.ver whi¢h physicalcontrol is· being exerc ised for anypurpose by you, any of your "employees;,, "volunteer workers'', any partner .or member (if you .are a partnership or joint venlure), or anymember (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization whiteacting as your rear estate· rnanager. c.Temporary Custodians Of Your Property Any person o.r organization having · propertemporary custody ofyour proper�y if you die;bu.t only: · (1)With respect to liability arising out of lhemaintenance or use of that property; and (2)Until your legal representative has .been appointed. d.Legal f(epresentative If You Die Your le9al ·representative if you die, but only Page 11 of 21 with r!;!spect to .duties as such. That representative will have all your rights and duties under t,his Coverage Part. e.Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated e.nlily of which you own a financial ·interest of mcire ihan 50% of the voting stock on ttie effective date of th.e Coverage Part: The insurance afforded herein for any subsidiary rioi named in this Coverage Part as a nanied insured .does not apply to injury or damage with respect to which such insured is also. a named insured under another policy or would be a named insure� under· s .uc::h policy bu.t for !\s termination or ll'J.e exhausti.on ofits limits of insurance, 3, Newly Acquired Or Formed·organization Any organization you newly ·acquire or form, other than a partnership, joint venture or limited liability company, ar1d over Which you maintain financial inierest of more than 50% of lhe voting stock, will qualify as a Named Insured if there is no other similar insurance available to· that organi,zalion. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form th.e organization or the end of the policy period, whichever is e.arlier; b.Coverage A does not apply to "bodily injury" or "property damage'' that occurred before you·acquired or formed the organization; and c. Coverage B does. not apply to ''personal and advertising injury" arising out of an offense cpmmitted before you acquir�d or formed th� organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long arid is notbeing used to carry persons for a charge, any person is an insured while operating such watercq;ift with your permission. Any other person or .organization responsible for the· conduct of S!JCh person is al�o an insured, but only with respect lo liability arising out of the opl:lration of the watercraft, and only if no other insurance of any kind. [s a·vailableto that person or organization· for this liability. However, no person .or organization is ah insured with respect to: a."Bodily injury" to a co-"ernployee" of the person operating the watercraft; or b .. "Property damage" to property owned by, rented to. in the charge of or occupied by you or the employer bf· any pers·on who is an insured und�r this provis1ort Page 12 of 21 5. Additional Insureds When Required ByWritten Contract, Written Agreement Or Permit The following person(s) or organization(s) are c10 additional insured when you have agreed, in a written contract, written :agre·ement or,because of a permit issued by a state or political subdivision, th?t such person or organizatio.n be added as an additional insured qn your policy, provided the injury or damage occurs subsequent to the execution ofthe.contracl or agreement. A person or organization is an additional Insured under this provision only for that period of time required by the contract or agreement. However,. no such pf:!,rson or organization Is an insured under this provision It such person or org,;1nization is included as an insured by an endors�ment issued by us and made a pa:rt of this Coverage Part. a.Vendors Any person(s} or or ganization(s} (referred to below as vendor), but only wiih respect to "bodily injury" or "property damage" arising ou\ of "your prodµcts'' which are distributed or sold iri the. regular .course of the vendor's business ·and only if this Coverage Part provides coverage for ''bodily irijury" or "property damage" included within the 1·'products 0comp!eted operation·s haz;:ird''. ( 1)The ihs urance afford.ed the vendor is subject to the · following additio.rial exclusions: This insurance does not apply to: (a)"Bodily injury" or "property damage" For which the. yendor is obligated ·to pay damages by reason of the assum.ption of liability in a cqntrapt or agreement. This exclusion does not apply to liability for damages that the vendor would have In the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physk:al or chemical change in the product made ' intentionally by the vendor; (d)Repackaging, except when unpacked s9lely for the purpose .. of inspection, demonstration, :testir:rg, or the substitution of parts und.er instructions fi:om the manufacturer, ahd then repacl<aged in the original container; (e) Any failure to r:nak.e such inspections, adjustments; tests or servicing as the vendor has agreed to make or nonually HG 00 01 09 '16 undertakes to make in the usual course of business, in connection with the distribution or sc1le oflh!:l products; (f)Demonstration, installation, !:iervicing or repair operations, except suchoperations performed al the vendor'spremises ·in cciririection with the sale. ofthe product: (g)Products which, after distribution or sale by you, have b(:!en labeled orrelab.eled or �sei;l as a CODtainer, partor ingredient of .any otiwr thing orsubstan.ce by or for the vendor;-or (h)"Bodily injury" or "property damage"ai'lslhg o.ut ofthe sole negligence of thevendor for its own acts or omissions orthose o'f its employees or anyone el�eacting .on its behalf. However, thisex:clusion does not apply to:- (i)The exceptions contained in Sub-paragraphs (d} or (f); ot (ii)Such inspections, adjustments,tests or servicing as th!:l ven.dor hasagreerJ tq make or normallyundertakes to make in the usualcourse of business·, in· connectionwith lhe distribution .or sale. bf theproducts. (2)Thls lnsurance does not apply to anyinsured person or orgqnization, fromwhpm you hc1ve c1cq'uired such products, or any ingredient, part or ,container,entering into, accompanying or containingsuch produc!.s. b.Lessors Of Equipment (1) Any person(s} or orgatiization(s} fromwhom you lease equipment; but only w1t)lrespect lo .their liability for "bodily injury","property damage" or "personal _andadvertising injury" caused, in whole or inpart, by your maintenance; operation oruse .of .equipment leased to yo·u by suchpe·rson(s) .or organization(s). (2)Wlfh respect to the instJraoce affqrded tothese additional insureds this insurancedoes not apply to any ,;occurrerice'' whichta_kes place after the eqliiprn�mt leaseexpires.c:, Lessors .Of Land Or Premises Any person pr organization from whom you le:ase lc1nd or premises; but only with respect to liat:jili!y arising out of the ownership, maintenance or use of th.at part of the land or premises leased to you. · With respect to the insurance .·afforded these additional insureds the following addit[onal exclusions apply: HG00010916 This insurance does not apply to: 1.Any "occurrence" which takes pli3ce afteryou·cease to lease that land; or 2.Structural alterations, new ·conslrudion or demb!ilion �perations performsd by or on behalf cif such person or organization. d.Architects, Engineers Or Surveyors Any architect, engineer, or sur\t!:lyor, but onlyv\'ith respect _to liability for ''bodily injury","property damage" or "personal andadvertising injury" caused, in whole or in part;by your ads or omissions or the acts oromissions of those acting on your behalf: .(1). In connection wiih your premises; or (2)In the perform,;3nce of your .ongoingoperations performed by you or on yourbehalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: Thls insurance does not apply to "bodily injury", "property qar:nage" or ''personal and advertising Injury'' ?rising out of the rendering of or the failure to render any professional services by or for you, including: 1.The preparing. approving, or failing toprepare or appr.ove, maps, .shop drawings,opinions, reports, surveys, field orders,change .orders or drawings andspecifications; or 2.Supervisory, inspection, architectural orengineering activities. This exclusion applies even if the. claims agafrist any Jnsure.d ali(rne neglig�nce or other wrongdoing in the supervision, hiring, employrnent, training or monitoring of .others by that insured, if the "occurrence'' which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any wofessi9nal. services by or for you. e.Permits Issued By State Or Political Subdivisions Ariy state or political subdivision, but only withrespect to operations performed by you or onyour behalf for .which the. state or politicalsubdivision has issued a permit. With respect to the insurance afforded theseadditional insureds. this insurance does notapply to: (1)"Bodily injury",. "property damage" or "personal and advertising injury" arisingout of operations performed ·for the stateor municipality; or Page 13 of 21 {2) "Bodily injury" or "property damage'' included within the . "prod.uct$-completed operations hazard';. f.Any Other Party Any .other person or ·organ izalion who Is not an additional insure.d under Pa·ragraphs a.through e. above, but only wi�h respect to liability for "bodily injury", ''propei:ty damage" or "per_sonal and advertising injury''. cawsed, inwhole or in part, by your �els or omjss]ons orthe acts or ornissions qf those acting on your behalf: {1) tn the perfonnance or your ongoingoperations; (2)In connectior, with your premises. owned by or re.nted to you; or (3)In ·connection with "your work" and included within the "products-conwleted operations hazard", but.only if (a)The written contract. 9r agreement r.equires _you. to provide s.uch cover11ge to such additional insured; and (b)This Coverage Part provides coverc1gefor "bodily injury" or "property damage" included within the "products�completed operations hazard": However: (1)The insurance afforded to such addttionalinsured onlY applies. to the extent permitted by law; and {2) If coverage provided to the additional insured is required by a- con[racl or agreement, tile ir,surance afforded to .such additional jnsured will not tie i;>rcJader than tha\ which you are required by the contract or agreement to provipe for such additional insured. With respect to the insurance afforded to these additional insureds, this ·insurance does notapply io: "Bodily injury'', "property da mage" qr "personal and advertising injury" arising out of tt,e rendering of, or 11:ie ·failure to render, any professional a·rchitectural,._ en.gineering or surveying services, Including: {'I) The preparing, approving, or fcliling to prep�re or c!pprove, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications·; or (2)Supervisory, inspection, .architectural or engineering activities. This exclusion applies ev.en If the claims against any .insured allege negligence or otht;)r wroqgdoing in the supervision, hiring, employment, trainlng or inpnitoring of others Page 1� of21 by that insured, if the "occurrence" which caused the ·"bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering. of or the railure to render any profession·a1 services by o'rtcir you. Th� limits of insurance t11at apply to addiliqnal in�lJreds is de scribed in Section Ill -Limits Of lns.urance. How this. insurance applies when other insurance is available tq the additional insured is described in the:Other Insurance ·condition in Section IV - Commercial General Liability Conditions. No per15on or qrganlzation is an Insured with respect to the condu�t of any current or past partnership, joint venture or limited liaollity company that is not shown as.a Named Insured in the bec.larations. SECTION Ill -LIMITS OF INSURANCE 1.The Mo.st We Will Pay The Limits of Insurance shown in theDeclarations and the rules below fix the most we Will pay regardless ofll:Je nu111be_r of: a.Insureds·; b .. Claims made or ''suits" brought; or c.Pers9ns or organizations making clc;1ims. orbringing ''.suits". 2. Genera! Aggregate Limit The General Aggregate limit· ls the most we will pay for the sum of: · ·a.Medical expf;)nses und�r Covl:!rage C; l). Damages under Coverage A, except damages because of "bociily irijury" or "property damage" inci.udecl in the "pro9ucts completed operaUons hazard"; and c.Damages under Coverage B. 3.Products7Complete<:I Operations AggregateLimit The Products-Completed Operations Aggregate Limit .is the most.we will pay under Coverage Afor damages because of "bodily injury" · and "property damage" included in the "productsccompleted operations hazard". 4.Personal And Advertising Injury Limit Subject to ·.2. -above, the Personal and Advertislng Injury Limit is the most we will pay under Coverage B for the sum of all damagesbecause of all "personal and advertising injury" sustained by a:ny one person or organizatibil. 5.Each Occurrence Lirnft Subject.to 2. or 3. above, whiche ver applies, theEach Occurrence Limit is the rriost we will p·ay for the suin of: a.Damages under Coverage A; arid HG 00 01 09.16 b.Medical ex_penses under Coveri;ige C because of all "bodily injury" and "property damage" arising oi.Jt of any one "occurrence". 6.Damage To Premises Rente.d To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay Ut'.lder Coverage A for -damages beca1.1se of ''p roperty damage" to any one premis_es, while ren�ed to you, or in the case of dainage by fire, lightning or explosion, while rented to you or temporarily occupied by you .with permission of !he owner.. In the case of damage by fire, lightning or explosion, the Damage to ·Premises Rented To You Limit 9pplies .to all damage proximately causecj by the same event, whether suc.h damc=j.ge results from fire, lightning cir explosion or any combination of these. 7.Medical Expense Limit Subject to 5. above, the Medfca.1 Expense Limit. is the most we will pay under Cover.age C. for all medical e.xpenses because of "bodily injury" sustained by any one person. 8.How Limits Apply To Additional Insureds If you·have agreed in a written contract or Written c:1greement thcit another pers6n or organization be �ddecj as i;.in · c:1dditional insured on your policy, \he most we will pay on beh�lf of such additional.insured is the lesser.c;if: a.The limits of insura·nce specified In the written contract or written agreemenf;.or .b. The Limits of rn.surance shown in the De.clarations. 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 bf. this Coveri:lge Part apply -sep;:irately to each consecutive annuEJ( period and to �ny. remaining period_ of .less than 12 months, starting with the. beginning .of the policy period shown fn the Declarations, unless the policy period is extended after issuance for an -additional period of less fhan 12 months. In that cas·e, 'the additional period will be deemed part of the last preceding period for purposes bf determining the Limits of Insurance. SECTION IV COMMERCIAL GENERAL .LIABILITY CONDITIONS 1.Banl<ruptcy Bankruptcy or insolvency of the insured or of the insured's, .estate will not reJieve us of our obligations under this Coverage Part 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit . . . . HG 00 01 09 16 a.Notice OfOccµrrence Or Offense You. or. any additionai insured must s.ee to i� that we are n.otified as soon as practicable of an "occurrence" .or an offense which may result in a claim. Tb the exlerit possible, notice sho.uld. include: (1)How, wh.en and where.the "occurrence'' or 9ffense took place; (2} The n?mes and addresses of aily injured persciris and witnesses; and (3)The nature. and location of any injury or damage a'rising out of the ''occurrence" or offense. b.Noti.ce Of Claim If a claim is made or "�uit" is brought against any insured, you or any additional insured niust: (1)immediately record ttie specifics of the clc)imor ''s.uit'i c,11:1q.the qate received: and (2)Notify us as soon as practicable. You cir any addHional insured must see to it that we receive written notrce of the claim or "suit".as soo'n as practicable. c.Assistance And Cooperation Of The Insured You and any other involved insured rt1ust; (1)Immediately send us copies of any demands, notices, summonses or .legal papers receive:d in connection wl.th · the claim or-"suit"; (2)Au.thorize us to optain records and other infonnaiion; (3)Cooperate wlth us In the Investigation or settlement.of the .claim or defense against the "suit"; and (4)Assist us, upoq o.ur request, in the enforcement of any right against any person or organization which may .be liable to the insured because. of injury or damage to which this Insurance may also apply. d.Obligations .At The Insureds Own Cost No insured. will, except at that ins.ured's own· cost, volunta rily m.ake a payment. a!:>sume ;:my ·obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit'' 1.mder ·this Coverage Part that may also qe covered by other inswance avai!able to an additional inswred-, such additional inst.Jred must submit such claim or "suit" to: the other lns!;Jrer for defense and indemnity. However, this provision does not apply to the extent that you have agreed In a written Page 15 of 21 contract or written agreement that ·this insurance is prim·ary and non�coritributory with the additional Insure.d's own insurance. f.Knowledge Of An Occurrence, Offense, Claim Or $uit Para graphs a. and b. apply Lo you or to any additional insur�d only when such."occurrence", offense:, claim or "suit" is known to: (1)You or any additional insured that is an ind ividual; (2)Any partner, if you or the additional insuied Is a partnership; (3)Any manager, if you or the additional insured is·a limited liability company;(4i Any "ex�cutive officer" . or insurance manF,Jger, if you or the. additional insured is a corporation; (5)Any trustee, if you or the additional insured i·s a trusl; or (6)Any elected or .appointed official, if you or the adciitiona.1 insured is a political subdivisJon or public entity. 1hii:; duty _applies separately to you . and any additional insured. 3.Le�al Action Against Us No person or :organization has a tight L!nder this Coverage Part a, To join us as. a party or otherwise bring us into a. "sui_t" askjng for damages from an Insured; or b. Tei sue us :rni this Coverage Part .unless all of Its. ternis 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 riot payable under the terms of this · Coverage Part or that are In excess bf the applicable limit of insurance. ·An agreed settlement means a settlement and release of liability sign¢d by us, th!3 insured and the c:laimant or the claimant's legal representative. 4.Ot_her Insurance If other valid and collectible insurance is available to the Insured for a loss we cover under Cove.rages A or B of lhi,; Coverage Part, our .obligati ons are limited as follows; a. Primary lns.urance This insurance is primary except when b. below applies. If oiher irist.irance Ts also primary, we will .share with all that other insurance by the method described ih c. below. Page 16 of 21 b.Excess Insurance This insurance is excess .over any of the other· insuranc13, whether primary, excess, contingent,or on any other basis: (1)Your Work That is Fire, Extended Coverage, Bµilder's Risk, fnstallation Risk or -similar coverage for ''your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3)Tenant Liability That is. i.nsurance purchased by you to cover yoLJr liability as a tenant for "prop e,ty rJamage'' ·to premis.es rented fo you or temporarily occupie.d by you· with permission of the owner; · (4)Aircraft, Auto Or Watercraft If the lqss arises pµt of the mar(\tenance or use of �ircraft; "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Damage liability; (5)Property Damage To Borrowed Equipment Or Lise Of Elevators If the loss ari$es out of ;'property dF,Jm�ge" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of S�ction I -Coverage A - Bodily Injury And Property Damage Liability; (6)When Yoµ .Are Added As An Additional Insured To Other Insurance Any other _in_suran.ce available to you covering liability for da.mages afising out cif th$ premises or operations., or products and completed operations, for which you· _have been added as an additional insured by ihat Insurance; or (7)When You Add Oth.ers As An Additional Insured To This lnsur�rn�e Any olh$r Insurance F,Jvai(abie to . an-additional insured. However, the following provisions apply td othe r insurance ayailable to any person or organization who. Is an additional insured under this c9ver?lge part. (a)Primary Insurance When Required E3Y Contract This insui:ance is primary if you have agreed in a written con\ract or written agreement that this in_surance f:>e primary. If .other insurance is also HGOO 01 0916 primary, we will share with ail that other insurance by _the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract If you have �greed in .a written contract, wrltten agreement or permitthat this in.surance is primary and non contributory with the additionalinsured's· own ·insurance, this insuranceis primary and we will not see!< contribution from that other insurance. Paragraphs (a) and (b} do not appiy to oth1;:ir insuranpe to which· the additional insured has been added as an .additional insured. When lhis ·insurance is excess, we Will have n·o duty under Col(erages A or B to defend the ins·ured against any . •isuit" if any other insurer has a duty to defend the ins.ured against !_hat "suit''.. If no other insurer.defend_s, we will undertake. to do so, but we will be entitled to the insured's righis against all those other insurers: Wl1en this insurance is excess over other irtsdrance, we will pay only:our share of the. amount of the lo.ss, If any, that exceeds ih9 sum of: (1)The total amount that all such other insurance would pay for the 16ss in the absence·ofthis insurance; and (2)The total of c1II dedµctible arid se!Hnsured amounts under afl that other i11surance. We will share .the rem?lnlng lo�s. if any, with any otlJer insurance that is not 'described in this Exce.ss Insurance prov)sion and was no.i bought specifica!ly to apply in excess of the Limits df Insurance shown in the Declarations of this Coverage Part. c.M�thod Of Sharing If all of ·the other .insurance permits contdbu.ticin by equal shares, we will followthis mt;ilt1od also. Unde'r this approac;h each insurer contributes equal amounts until it has paid its applicable limit of Insurance cir none of the .loss· remains, ·whichever comes first. If any of the other insurance does not. permit contribution by equal shares, we. will contribut.e by limits. Under this method, each insurer's share is based on the ratio of its applicable limit· of insurance to the total applicable liniifs of insurance of all insur.ers. HG00010916 5. Premium Audit a.We will compute all premiums for this Coverage Part rn accordance with our rulesand rates. b.Premium shown in this Coverage Part as aqvance premium is a deposit premium qnly. At tht;J close of each .audit period we will compute the earned pr.e111iurn for that periodand send notice to the first Named Insured, The due date for audit anq retrospectivepremiums is the dale shown as the due dale on the bill. If the sum of the advance and audit premiums paid for the policy period is greater .lhc:1n .. the earned premium; w.e willreturn the excess to the first Named Insured .. c.The first Named Insured must keep records of the information we . need for premiumconiputafion, and send us copies at suchlimes as we may request. 6.Representations a.When You Accept This Policy By acceptirig this policy; you agre9: (1)The statements in the Declar.ations are accurate arid complete; (2)Those s\atements ;:irn. based upon representations yot,i mad.e to us; and (3)We have issued this poiicy in reiiance upon your representations.· b.Unintentional Failure To Disclose Hazards If Unih\entJonally you should fail to disclose �llh9zan;ls relating to the conduc,t 9f your bu$iness that exis.t at the inception date of this Coverage Part, we shall. not_ deny coverage under this. Coverage Part because ofsud1 failure., · 7.-Separation Of Insureds Except with respec;l ·to the Limits of Insurance, and. any rights or d_uties specifically assigned in this Coverage .Part to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and. b.Sepa:rc1teiy to .each insured against Whom claim .is made f or vsuil" Is brought. B.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or partof ;:iny payment, including Suppler.nentary Paymen_ts.. we have 111ade i.mder thisCoverage Part, those rights pre transferred to us. The insured must do nothing �fter !osi:; to Page17 of 21 impair them. At our request, the insured will bring ),uit" or transrer those rights to w9 and help us enforce the.m. .b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insure.d has waived any rights of recovery against any person or organization for .all or part of any payment, including Supplementary Payments, we h.ave made under this Coverage Part, we also waive that right, provided the insured waived their rights of re covElry against such person or org·anizatibn iri a contract, agreement or permit that was executed prior to the injury or damage. 9.When We Do Not Renew If v,;e q13cide not tp renew tr1is Coverage Part, wewill mail or deliver to the first Narried Insuredshown in the Declarations written notice of therionrenewal not less than 30 days before theexpiration date. If notice is mai!(:)d, !Jroof of mailing will besufficient proo.f of r,otice; SECTION V -DEFINITIONS 1."Advertisement" means the wides,:iread publicdissetninatlon ·or information .or irnoiges that hasthe . purpose of inducing the .sale of goods,products or services through: a.(1) Radio; (2)Television; (3)Billboard; (4)Magazine; (5)Newspaper; or b .. Any other publication that is given wic:Jespread public distribution. However, "adv.erti sernerit" does not include: a.T.he design, printed material, information orimages contained In, on or upon thepackaging or labeling of any goods orproducts; or b.An interactive conversation between oramong persons through a computer network. 2."Advertising idea" means any idea for an"aovertisement'i. 3."Asbestos hazard" means an exposure orthrea.t of exposure to. the actual or allegedproperties of ·asbestos and includes fhe. merepresence. Qf asbe·stos·in any form. 4."Auto" means: a.A land motor vehicle, tralier or semitrailerdesigned for travel on public roads, includingcJny attached machinery or equipment; or b.Any other land vehicle that is subject to acompulsory cir financial responsibility law or Page 18 of 21 other motor vehicle insurance law where it Is licens.ed or principaily garaged. However, "auto" does not Include ''mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Si<::kness; or c.Diseas.e sustained by a person and, if arising out of the above, mental anguish or' death at anx \lme. 6."Coverage territory" means: a.The U.nit(;',d States of America (inell/ding itsterritoriei3 and posSE/SSions), Puerto Rico andCanada; b.lnterriatioilal w'aters or airspace, but only ifthe injury cir damage occurs in the course oftravel or transp.ortation between any placesincluded in a. �bove; or c.A.II other parts of the world if the irijury ordamage arise$ out of: (1)Goods or products made or so[d by you inthe tefritory described in a. above;· (2)The activities of a person whose home isin the territory described in a. above., but is·away for a short time on your business; or (3)"Personai and .advertising injury" offensesthat take· place through the Internet orsimilar elec(ro'nic means ofcommunication pmvided the insured's responsibility to pay damages is deten,,ined · .in the United States of America (including Its territoriE;s and po;,sessioqs), Puerto Rico or Canada, in a "suit'·' ·on the merits according to the substantive law in such territory orin a settle.merit we agree to. 7."Employee" iricllides a "leased Worker"."Employee" does not include .a "tempor aryworker". 8."Employrnent-Relatetj Practices'' means: a.Refusal to employ that person; b.Termination of that person's employment; or c.Employment-r.elated practices, policies, .actsor ·omissions, such .as coercion, demotion;evaluation, reassigf]men\, piscipline, defamation, harassment, humiliation, discrimination or. malicious prosecution directed *that person. 9."Executive officer" means a person holding anyof the. officer positions created by your ch arter,constitution, byalaws or any other similargoverning document. 10. "Hostile fire" means one which becomesuncontrollable or breaks out from where it \.'iasintended to be, HG00010916 11. "Impaired property" nieans tangible property, other than "your product" or "your work", that cannot be used .or is less useful becaus$: a.It incorporates "your product" or "your work" that is known or thoµght to be defective, deficierit, incidequate or dangerous; or b.You have failed lo fulfill the terms of a contract or agreement i'f such property can be restored to use by the repair, repl�H;ement, adjustment or rem.oval of ,;your prod1,1c:t" or ''your work", or your-fulfilling the term.s ofthe contract or.agreement. 12. "Insured contract" mean·s: a. A contract for a lease of premises. However, that portjon of the contract for a lease of premises ihat indemnifies any perso_n or organization for-damage by fire,. lightning or explosion to premise .s while rented to you or temporarily occupied by -you with permission of the. owner is subject to t�e bam�ge to Premises Rented To You Limit described in Section Ill -Limits of Insurance;· b. A sidetrack agreement; c.Any .e�sement or license agreement, including an easement or license agreement in connection with construction or demolition operalions on or within 50 feet of a railroad; d.An obligation. as r.equire d by ordinance, to indemnify a munlclpality, except in connection with work for a municipality; e.An elevator maint13nance agreement;t That part of any other contract or agreement pertaining · to your business (including · an ·indemnification of a municipality ·in connection with work perforrn.ed for .a municipality) under which you assume !he tort lia_bilily of another party to Pi:lY for "bodjly injury'' or •iproperty darm,ige" to a ll1ird person or organization, provided the ''bodily injury'' or "property damage" IS caused, in whole or in part, ·by you or by those actfng on your behalf. Tort liability nieans a liability !hat would be imposed by law in the ab.sence of any contract or agreement. Paragraph f. inciudes that part of any contract or agreement lha_t indemnifies a railroad for "bodily injury" or "property damag�" arising out of construction or demolition operations, within 50 feet of any· railroad property and affecting any railroad bridge or trestle, tracks, road-beds; tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or surveyor for injury or damage arising outof.. . HG00010916 (a} Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions; reports, surveys, field orders, change orders or drawings and speclflcatloris; or {b) Giving directions or · instructions, or failing to give thern, if that is the primary cause of the (njury or.damage; ·or (2)Under which the insured, if an archrtect, engineer or surveyor, a�sumes liability for an injury or da111age arising out .of the 1nsured's rendering or failure to render professional services, including those listed in (1) ,above and supervisoiy, inspection, architectural or engineering activities. 1.3. "Leased worker" mea_ns a person leased to you by o,3 labqr leasing · firm under an agreement between you and the l?bor leasing firm, to perform duties related to the conduct of your business. "Leased work.er" does not include a "temporary worker", 14. "Loading or unloading" mearis the handling of property: cJ. After it is rneiveq from the place where it is accepted for movement into or onto an aircraft, watercraft or ''auto"; b.While it is in or on an aircraft, watercraft or "auto"; cir c.VVhile it is being moved from an a\rcraft; waterc�aft or "auto" to the place where it is finally deliver.ed; bui "loading .or unloading" does not. include the movement of property hy means of a mechanical device, other than· a hand truck, that is not attached to the aircraft, watercraft or ''auto''. 15. "Mobile equipment" means arty of th� following types of land vehicles, including BrJY attacheo machinery or·equipment: a.Bulldozers, farm machinery, forkli.fts.and oiher vehicles designed for use principally off pub[ic roads: b.Vehicles mairitaJned for use solely on or next to premises you own orrent; c.Vehicles that travel on crawler trecJds; d.Vehicles, Whether self�propelled cir not, maintained primarily to provide mobility to permanently mounted: (1)Pow.er cranes, shovels; loaders, diggers or drills; or (2)Road construclioh or resurfacing equipment auch as graders, scrapers or rollers; e.Vehicles notdescribed in a., b., c. or d. above th.at. ate not self-propell�d and are maintained Page 19 of 21 primarily to provide mobility to permanently attached ·equipment of the following types: (1)Air con:ipre,,;s1;m;, pumps and genen,itors, ihc!Ltding spraying, weldl119, building cleaninQ, ge(;)physical exploration, iightihg and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower .workers; f.Vehicles not d.esQribed in a., b., c .. or d. above ma1nta.ined prirnarily for purposes other than the transportatiof f of persons -or cargo. However, self-propelled vehicles with the following types of permanently .attached equipment are not"mobile eqJ.Jipmenl" but Will be considered "autos'.'; (1)Equipment designed prirnarily for: (a)Snow removal; (b)Road maintenance, but not constru'ction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and ·Similar devices mounted on automobile or truck: chassis and used to raise or.lower work�rs; and (3).Air compressors, pumps arid generator's, including spraying, welding, buildingcleaning, geophysical exploration, lighting and well servicing equipinf,rnt. However, "mo.bile equipment" does no\. include any land vehrcle \t1at ·is subject to a compulsory or financial responsibjlity law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial resp onsibili.ty law or other motor ·vehicle insurance law are considered "auto_s". 16. "Occurrence" means ·an .accident, includingcontinuous pr repeated exposure to· substanticJllythe same general harmful conditioris. 17. "Personal and adveijising injury'' means· injury, including consequential "bodilY. Injury",arisfr1g out of one or more of the .follo\Vfng .offenses: a.False arrest, det�ntiqn or imprisonment; b .. Malicious prosecution; c.The wrongful evictio n from, wrongful entry into, or invasion of the right of private occ,upancy of a room, dwefling or premise:,,that a person or: or ganization occupies, committed ·by or on behalf of its owner, lqndlord or lessor; d. Oral, written .or .electron i c publication·, in any manner. of mate.rial thst slsnders or libels a person or organization or. di9parages a· persqn's ·or organization's goods, products ·Or services; Page20 of 21 e.Oral, viritten or .electronic publication, in anymanner, of material that violat.es a person's right of.privacy,f.Copying, in your "adverti.sement", a person;s or organization'.!' "advertising idea'' or style of,;apvertisemerit''.; or g.Infringement of copyright. slogan, or title of an·y literary 'or · artistic work, in .your "advettiseme·nt". 18. "Pollutants" mean any solid, liquid, gaseous or.thermal irritant or contaminarit., inqluding smoKe, vapor, soot, furnes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. · 19."Products-completed ciper11tions hazard": .a. lnc!ud.es all ''bodily in)ury" and ''property damage" occurrfng away frof]l premises you own or rent and arising out of "your product" cir "your work" except: (1)Products that are. still In your physicalpossession; or (2)V\lork that has. n.ot yet been completed or abandoned. Howev�r. "your work;' wiil be deemed cbmpleited at .the eai'liesl of. the following times: (a)When all of the work .called for in your·contract ha ·s been compleiect. (b)When all. of the work to be. done al the job site h.as been co mple!e<:I If your conlr,:!ct calls for work at more than one Job site. (c)When that part of the work done at a job site has been put to its intendeduse by .·any person or orga!)iz:allon .other than another contractor .or subcontr,;Jctor ·w.orking on the sarne project. Work that may need service, maintenance, correction, r.epair or replacern'ent, but which is otherwise. complete, will l:le treateq ss completed. b.Does not include "bodily injury" or "property damage" arising out of:. (1)The transportation .of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was treated by the ''ioaoing or unloading" of that vehi.clE;Jby any insured; (2)The existence of tools, uninstalled equipment or abanoooed or unused materials; or (3)Products or operations for which the classificati.on, listed iri the Declarations or in a policy Schedule, states that products- HG00010916 I. I completed operations are subject to the General Aggregate Limit. 20. "Property damage'' means: a.Physical injury to tangible .property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of tile physical injury that caused it; br b, Lqss of use of tangible property that ls not. .physically injured, All such loss .qf use s·hall be deemed to occur at the time of the "occ1.,1rrence" that caused it. . . .. As used 1n this de1inition, computerized. or electronically stored data, programs or software are. not tangible property. Electronic data rr:iecins information, facts or-p�ogr/:lms: a.Stored as or on; b.Created or used on_;-or c.Transmitted to or from; computer software, including systems and applica\ions software, hcJ.rd or fioppy disks, CD ROMS, tapes, drives, qelis; \1ata proc_e_ssing devices. or any other media which are used with electronically controll.ed equipment. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", ''property dama_ge'' or "personal and advertising injury" to which this insurance applies are alleged. "St.;Jit" includes: a.An arbitration proceeding in which su¢h damages are claimed and to which the Insured must submit or does submit with our conse,it; or b.Any otht:lr alternative. dispute resolution proceeding in which such damages are claimec:l and to wt,ic)l the insured submits with ourconsenl · · ·22. ''Temporary worker" means a person who is furnished to you· to substitute for ·a permanent "employee" .on leave ·or to meet seasonf;l.i or short-term workload conpitions, 23. "Volunteer worker" means a person who a.Is not your ''employee"; b.Donates his or her work; c. Acts at the direction of and within the scope of pu\ies deter[1lined by you; and d.Is not paid a fee, $8Jary or other compensation by you or anyone ·e1$e for "their work performed for you. · HG 00 01 09 16 24. "Your product": a. Means: (1)Any goQds or proquc\s, other than r�al_property, manufactureq, sold, handled, distribu_ted or disposed ofby: (a)You; (b)OthersJrading under your name; or (c)A person or organization whose .business or assets you have acquired; qr:ld (2)Containers (other than vehicles), materials, parts or ·equipment furnished in connection With such goods or products. b.Includes (1)W1;1rranties or representations mad!:! at ar1y time with respect to the fitness,quality,. durability, performanGe or use of '!your product"; and · (2)The ()rC>viding of or failure td provide Warnings or-instr(1ctions. c.Does not ·include vending machines .or other property re:nted to or located for th·e · use-ofothers but not sold. 25. "Yo·ur work": a .. Means: (1)Work or operaliqns performed by you or on yo.yr behalf; Eind (2)Materials, parts or equipment furnished in connection·_wi!IT such work-or-operations. b .. Includes (1)Warranties or representations made at any . time with respect to the fitness, quality, durability, performance or use of "your work", and (2)The providing of or failure to provide warnings·or lnsrructioris. Page 21 of 21 l THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OOR RIGHI JO REC �ER FROM OTHERS ENDORSEMENT Policy Number: s 7 :WE Gtl22 91 Endorsement Number: Effective Date: _1.o/01/1a· Effective hour Is the same as slated on the lnfortT)ation Page of tlie pcilic;y. Named Insured and A�dress: DASHER TECHNOLOGIES, INC. 675 CAM.PBELL TECJfNOLQGY PKWY C.J;.MPB;ELL, CA 9S-OOB We have the right to recover our payments from anyone liable for ah injury .covered by this policy. \/'le wiU not enforce our right"against th_e p_erso·n or organization .named in the Schedule.· This agreement shall not .operate directly or indirectly to benefit anyone not named in the. Schedule·. Mzy PER$0N OR ORGAI�IZATION F.ROM WHOM YOU ARE 'REQU.J;�ED BY WRITTEN CONTRACT 0� AGREEMENT TO 'OBTAIN THIS WAIVER OF RIGHTS FROM US. Form WC 00 0313 Prlnted in U:$.A .. Process Date: 10/01/18. SCHEDULE Countersigned by Auth9rized-Representative Policy Expir�tion Date: 10/ D 1/19.