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18-251 BMI Imaging Systems, Inc., Large Map Scanning Services for the Planning Department FIRST AMENDMENT TO AGREEMENT 18-251. BETWEEN THE CITY OF CUPERTINO AND BMI IMAGING.—,Sj,—STEL4S EQRSCANNING SERVICES This First Amendment to Agreement 18-251 between the City of Cupertino and Consultants, for reference dated , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and, a Corporation, etc ("Consultant") whose address is and is made with reference to the following: RECITALS: A. On 6/4/2018, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Consulting, Assessment and Planning Services. The agreement Z� will expire on 6/30/2019. B. The Agreement and the First Amendment are collectively referred to as the "Agreement" unless otherwise indicated. C� C. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. TERM Paragraph 3).1 of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on June 30, 2020 ("Contract Time"), unless terminated earlier as provide herein. Contractor's Services shall begin on July 16, 2018 and shall be completed by June 30, 2020. 3.2 Schedule of Performance, Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT APPROVED AS TO FORM gy Jim Detrick Title Vice President City Attorney RECOMMENDED FOR APPROVAL ATTE—ST: Title e _ City Clerk - EXPENDITURE EXPENDIT(TIDE DISTRIBUTION PO #2018-633 100-71-702-700-702 Original $7000 Amendment 91: Amendment#2: Total: $7000 August 5, 2019 Abby Ayende Management Analyst Planning Division City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 Abby: As discussed this morning, the Planning Division is now ready to begin their historical map scanning project and we're working with Bonnie Cheung to kick off the Milestone 1 Proof of Concept phase of the project (the related maps are in-house). As the Time of Performance for the initial project agreement (effective June 4, 2018) ended on June 30, 2019 (the "Contract Time"), we're hoping the City can fast-track the execution of an amendment to extend the Agreement term through June 30, 2020. At your request, an updated Schedule of Performance (Agreement Exhibit B) is included below: ID Activity Start Date End Date 1 Milestone I (M1) Proof of Concept Map Pick-Up 07/29/2019 07/29/2019 2 Deliver M1 Data Sample 08/23/2019 08/23/2019 3 Obtain Ci 's Approval of the M1 Data Sam le 08/26/2019 08/26/2019 4 Production Map Pick-Up (All Remaining Sheets) 08/28/2019 08/28/2019 5 Complete Scanning of Production Maps 09/27/2019 09/27/2019 6 Map and Data Deliver 10/02/2019 10/02/2019 Please don't hesitate to contact me at the number below with any questions or concerns that you may have regarding this information. Regards, Jim Detrick 408.736.7444 Ext. 212 1115 E. Arques Avenue, Sunnyvale, California 94085 9 800.359.3456 9 www.BMIimaging.com EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to conunencement 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 MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Fonn CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this proj ect/location(ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five(5) years after completion of the Services. c. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase"extended 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 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, orbetter. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience, insurer or other special circumstances, with not less than ninety(90) days prior written notice. Exh.D-Insurance Requirements.forDesign Professionals &Consultants Contracts Form Updated Feb. 2018 2 --•"""'"� BMIIMAG-01 HBCT16 CERTIFICATE OF LIABILITY INSURANCE DATE 08/08/201 YY) 08/08/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0564249 CONTACT NAME: Heffernan Insurance Brokers PHONE FAX 101 Second Street,Suite 120 (A/C,No,Ext): 1 (707)781-3400 (A/C,Ne):(707)781-0800 Petaluma,CA 94952 E-MAIL ADDRE 5 S: INSURERS AFFORDING COVERAGE NAIC# INSURERA:Axis Insurance Corn an 37273 INSURED INSURER B: BMI Imaging Systems,Inc. INSURER C: 1115 East Arques INSURER D: Sunnyvale,CA 94086 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LTR IN SD VD /DD/YYYY /DD LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JE0PO- LOC PRODUCTS-COMP/OP AGG $ OTHER: $ COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON(aMED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAE CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION PEAT TE EORH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Prof./Cyber Liab P00100010568501 04/13/2019 04/13/2020 Prof./Cyber 3,000,000 A Tech E&O P00100010568501 04/13/2019 04/13/2020 Tech E&O 3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: Large Map Scanning Services Agreement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ( ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD BMIIMAG-01 HBCT16 DATE(MM/DD/YYYY)TIFF F LIABILITY INSURANCE 08/08/ 0192 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0564249 CONTACT NAME: Heffernan Insurance Brokers PHONE 101 Second Street,Suite 120 (A/C,No,_Ext): 1 (707)781-3400 A/c No; 707 781-0$00 Petaluma,CA 94952 E-MAIL ADDRESS: INSURER S AFFORDING COVERAGE __..._ INSURER A:Hartford Accident$r Indemnit INSURED ._wsuRER e.;_Hartfard Casualty Insurance Company—___ 29424.. ,,,,.,,_ BMI Imaging Systems,Inc. INSURER.0:Hartford Insurance Company of the Midwest.37478 1115 East Arques INSURER D: Sunnyvale,CA 94085 INSURER E -- -......----..._ _...---..__..-- INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE I SUER POLICY NUMBER POLICY EFF POLICY EXP NSD LTR IN SD WVD MM DD Y DD LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE _ $ 1,000,000 CLAIMS-MADE [:X:] OCCUR X 57UUQTM2431 01/15/2019 01/15/2020 DAMASETOEa NTEence $ 300000 PREMX Per Loc.Aggregate MED EXP An on 10,000 ------ -- _ e erson -- —p--L-- $--—. ____ _.. PERSONAL&ADV INJURY $ 1,000,000 GEML AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY F JERCOT I LOC PRODUCTS-COMP/OP AGO $— 2,000,000 OTHER: A AUTOMOBILE LIABILITY EO BINEDt)SINGLE LIMIT $ 1,000,000 X ANY AUTO 57UUQTM2431 01/15/2019 01/15/2020 BODILY INJURY Per erson__ $ OWNED SCHEDULED — — AUTOS ONLY AUTOS BODILY INJURY(Per accidenlZ $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident —__— $ — B X UMBRELLA LAB X OCCUR 4,000,000 EACH OCCURRENCE _ $ EXCESS LAB CLAIMS MADE 57XHQYC8584 01/15/2019 01/15/2020 AGGREGATE _ $ 4,000,000 DED X RETENTION 10,000 C WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N __ STATUTE ER __ _ _ ANY PROPRIETOR/PARTNER/EXECUI X 57WECZT2722 01/01/2019 01/01/2020 1,000,000 E.L.EACH ACCIDENT $_ _ (Mandatory in ER EXCLUDED? NIA 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under ---- DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: Large Map Scanning Services Agreement.The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are included as an additional insured(primary and non-contributory)on General Liability policy per the attached endorsement,if required.Waiver of Subrogation is included on Workers Compensation policy per the attached endorsement,if required. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE r / ACORD 25(2016/03) «r ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy No. 57UUQTM2431 it COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. (1) The bodily injury or property damage is Read the entire policy carefully to determine rights, caused by an "occurrence" that takes duties and what is and is not covered. place in the "coverage territory"; Throughout this policy the words "you" and "your" (2) The "bodily injury" or "property damage" refer to the Named Insured shown in the occurs during the policy period; and Declarations, and any other person or organization (3) Prior to the policy period, no insured listed qualifying as a Named Insured under this policy. The under Paragraph 1. of Section 11 - Who Is words "we", "us" and "our" refer to the stock An Insured and no "employee" authorized insurance company member of The Hartford by you to give or receive notice of an providing this insurance. "occurrence" or claim, knew that the The word "insured" means any person or "bodily injury" or "property damage" had organization qualifying as such under Section II - occurred, in whole or in part. If such a Who Is An Insured. listed insured or authorized employee' Other words and phrases that appear in quotation knew, prior to the policy period, that the marks have special meaning. Refer to Section V - "bodily injury" or "property damage" Definitions. occurred, then any continuation, change SECTION I -COVERAGES or resumption of such bodily injury" or "property damage" during or after the COVERAGE A BODILY INJURY AND PROPERTY policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" will be a. We will pay those sums that the insured deemed to have been known to have becomes legally obligated to pay as damages occurred at the earliest time when any because of "bodily injury" or "property insured listed under Paragraph 1. of Section 11 damage" to which this insurance applies. We - Who Is An Insured or any "employee" will have the right and duty to defend the authorized by you to give or receive notice of insured against any "suit" seeking those an"occurrence" or claim: damages. However, we will have no duty to (1) Reports all, or any part, of the "bodily defend the insured against any "suit" seeking injury" or "property damage" to us or any damages for "bodily injury" or "property other insurer; damage" to which this insurance does not (2) Receives a written or verbal demand or apply. We may, at our discretion, investigate claim for damages because of the "bodily an "occurrence" and settle an claim or"suit g Y y Y �� injury" or"property damage"; or that may result. But: (3) Becomes aware by any other means that (1) The amount we will pay for damages is "bodily injury" or "property damage" has limited as described in Section III - Limits occurred or has begun to occur. Of Insurance; and d. Damages because of "bodily injury" include (2) Our right and duty to defend ends when damages claimed by any person or we have used up the applicable limit of organization for care, loss of services or insurance in the payment of judgments or death resulting at any time from the "bodily settlements under Coverages A or B or injury". medical expenses under Coverage C. e. Incidental Medical Malpractice And Good No other obligation or liability to pay sums or Samaritan Coverage perform acts or services is covered unless explicitly provided for under Supplementary Bodily injury arising out of the rendering of or failure to render the following health care Payments- Coverages A and B. services by any "employee" or "volunteer b. This insurance applies to "bodily injury" and worker" shall be deemed to be caused by an "property damage" only if: "occurrence" for: HG 00 0109 16 Page 1 of 21 @ 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (1) Professional health care services such as: (a) Liability to ouoh party for or for the (a) Medical, surgical, dental, |aboraLory, x- cost of, that party'a defense has also � ray or nursing services or treatment, been assumed in the same ''insured ! advice or instruotion, or the related contract"; and ! furnishing of food nrbeverages; (h) Guch attorney fees and litigation (b)Any health or therapeutic semice, expenses are for defense of that party treatment, advice or instruction; ur against e civil or alternative dispute | (o) The furnishing or dispensing of drugs resolution proceeding in which or medical, damages to which this insurance dental, or supplies ' ' applies are aUeged orapp|ianueo� or . (2) First aid services, which include: o' Liquor Liability "Bodily injury" or "propehydamage" for which (a) Cardiopulmonary resuscitation, 'whether performed manually or with a any insured may be held liable by reason of: defibrillator; (1) Causing or to the intoxication ' � (b) Semicos performedofanyperson' ormed �s o Good Samaritan. (2) The furnishing of alcoholic beverages to m For the purpose of determining the limits of person under the legal drinking age or insurance, any act or omission together with under the influence ofalcohol; or all related acts or omissions in the furnishing (%) Any sbatuhe, ordinance or regulation � of these services to any one person will be relating to the aa|e, gift, distribution or use considered one"oncumanoe" of alcoholic beverages. However. this Incidental K4odioa| Malpractice This exclusion applies even if the claims � And Good Samaritan Coverage provision against any insured allege negligence or applies only if you are not engaged in the other wrongdoing in: business or occupation of providing any ofthe (a) The oupemision, hiring, emp|oyment, services described in this provision. training or monitoring of others by that 2. Exclusions insured; or This insurance does not apply to: (b) providing or failing to provide a. Expected Or Intended Injury transportation with respect to any .. person that may be under the influence Bodi|yi jury" or "prope�ydamagu" expeoted of alcohol; or intended from the standpoint of the insured Thio oxo!usiun doea not app|y tu if the "occurrence" which caused the "bodily "bodily injury" or damage" resulting injury" o' "property damage", involved that ' which is described in Paragraph (�) (2) or from the use of reasonable force to protect ` ' ` above, persons or property. b. Contractual Liability However, this exclusion applies only if you are in the business of manufacturing, "Bodily injury" or "property damage" for which distribudng, oe||ing, serving or furnishing the insured is obligated to pay damages by alcoholic beverages. For the purposes of this reason of the assumption of liability in a exn|uaion, permitting u person to bring contract or agreement. This exclusion does alcoholic beverages on your premiaes, for not apply to liability for damages: consumption on your premisea, whether or (1) That the insured would have in the not afee is charged or license is required absence of the contract or agreement; or for such activity, is not by itself considered the (�) Assumed in a contract or agreement that business of selling, serving or furnishing ` ' is an "insured noncontract", provided the alcoholic beverages. "bodily injury" or "property damage" d. Workers' Compensation And Similar Laws occurs subsequent to the execution of the Any obligation of the insured under workers' contract or agreement. Solely for the oompenaation, disability benefits or purposes of liability assumed in on unemployment compensation |avv or any "insured controct", reasonable attorney similar law. haeo and necessary litigation expenses *. Employer's Liability incurred by or for u party other than an insured are deemed to be damages "Bodily injury" to: because of "bodily injury" or "property (1) An "emp|oyae'' of the insured arising out of damage", provided: and in the course of: Page 2of21 HGU0O1Q916 (a) Employment by the insured; or (c) Which are or were at any time (b) Performing duties related to the transported, handled, stored, treated, conduct of the insured's business; or disposed of, or processed as waste by (2) The spouse, child, parent, brother or sister or for: of that "employee" as a consequence of (i) Any insured; or Paragraph (1) above. (ii) Any person or organization for This exclusion applies: whom you may be legally (1) Whether the insured may be liable as an responsible; employer or in any other capacity; and (d)At or from any premises, site or (2) To any obligation to share damages with location on which any insured or any or repay someone else who must pay contractors or subcontractors working damages because of the injury. directly or indirectly on any insured's behalf are performing operations if the This exclusion does not apply to liability "pollutants" are brought on or to the assumed by the insured under an "insured contract". premises, site or location in connection with such operations by such insured, f. Pollution contractor or subcontractor. However, (1) "Bodily injury" or "property damage" this subparagraph does not apply to: arising out of the actual, alleged or (i) "Bodily injury" or"property damage" threatened discharge, dispersal, seepage, arising out of the escape of fuels, migration, release or escape of lubricants or other operating fluids "pollutants": which are needed to perform the (a) At or from any premises, site or normal electrical, hydraulic or location which is or was at any time mechanical functions necessary for owned or occupied by, or rented or the operation of"mobile equipment" loaned to, any insured. However, this or its parts, if such fuels, lubricants subparagraph does not apply to: or other operating fluids escape (i) "Bodily injury" if sustained within a from a vehicle part designed to building and caused by smoke, hold, store or receive them. This fumes, vapor or soot produced by exception does not apply if the or originating from equipment that "bodily injury" or "property damage" is used to heat, cool or dehumidify arises out of the intentional the building, or equipment that is discharge, dispersal or release of used to heat water for personal the fuels, lubricants or other use, by the building's occupants or operating fluids, or if such fuels, their guests; lubricants or other operating fluids (ii) "Bodilyinjury" or"property dama " are brought on or to the premises, damage" for which you may be held liable, if site or location with the intent that you are a contractor and the owner they be discharged, dispersed or or lessee of such premises, site or released as part of the operations location has been added to your being performed by such insured, policy as an additional insured with contractor or subcontractor; respect to your ongoing operations (ii) "Bodily injury" or"property damage" performed for that additional sustained within a building and insured at that premises, site or caused by the release of gases, location and such premises, site or fumes or vapors from materials location is not and never was brought into that building in owned or occupied by, or rented or connection with operations being loaned to, any insured, other than performed by you or on your behalf that additional insured; or by a contractor or subcontractor; or (iii) "Bodily injury" or"property damage" (iii) "Bodily injury" or"property damage" arising out of heat, smoke or fumes arising out of heat, smoke or fumes from a "hostile fire"; from a"hostile fire"; or (b)At or from any premises, site or (e) At or from any premises, site or location which is or was at any time location on which any insured or any used by or for any insured or others for contractors or subcontractors working the handling, storage, disposal, directly or indirectly on any insured's processing or treatment of waste; behalf are performing operations if the HG 00 0109 16 Page 3 of 21 operations are to test for monitor, (4) Liability assumed under any "insured clean up, remove, conhain, treat, contract' for the ownership, maintenance � detoxify or neutna|ize, or in any way or use of aircraft orwateruroft-' respond to. or assess the effects o� "pollutants". (5) "Bodily injury" or "property damage" |!� arising out of: (2) Any loas, cos` or expense oheinQ out of (a) The operation of machinery or any:� equipment that is attached to, or pert (a) Requeat, damand, order or statutory or of. a land vehicle that would qualify | regulatory requirement that any under the definition of "mobile � insured or others test for, monitor, equipmenf' if it were not subject to a clean up, remove, contain, treat, compulsory or financial responsibility detoxify or nautra|ize, or in any way |avv or other motor vehicle insurance � respond to, or auaaso the effects of, law where it is licensed or principally � "pollutants"; or garaged; or (b)Qaim or suit by or on behalf of a (b) The operation of any of the machinery � governmental authority for damages or equipment listed in Paragraph f.(2) because of tenting for, monibohng, or t(3) of the definition of "mobile cleaning up, removing, containing, equipment'; or treoting, detoxifying or neutralizing, or (G) An aircraft that is not owned by any in any way responding to. or assessing insured and is hired, chartered or loaned � the e�echsof, "poUutonts" with a paid crew. However, this exception � However, this paragraph does not apply to does not apply if the insured has any other liability for damages because of "property insurance for such "bodily injury" or � damage" that the insured would have in "property damaQe", whether the other the absence of such vequeed, demand, insurance is primary, exoeso, contingent order or statutory or regulatory or on any other basis. requirement, or such claim or "suit' by or h. Mobile Equipment on behalf ofa governmental authority. "Bodily injury" or "property damage" arising 0 �iro/�� Auto ��VV��arcna� ' , out of: "Bodily injury" or "property damage" arising (1) The transportation of "mobile equipment' out of the ownership, mainhenanma, use or by on "auto" owned or operated by or entrustment to others of any oinonafL "auto" or rented or loaned huany insured; or watercraft owned or operated by or rented or loaned to any insured. Use includes operation in The use of"mobile equipment" in. or while and "loading or unloading". in practice for, or while being prepared for, any prearranged racing, opeed This exclusion applies even if the claims domo|ition, or stunting activity. ' against any insured allege negligence or � i Warot other wrongdoing in the supervision, hiring, ' — . . � employment, training or monitoring of other "Bodily injury" or "property damege", however by that insuned, if the "occurrence" which oaueed, ahsing, directly or indirecUv, out of: caused the "bodily injury" or "property (1) War, including undeclared or civil war; damage" involved the ownership, /2> Warlike action by military force, including maintenance, use or others of action in hindering or defending against an any aircraft, "auto" or watercraft that is owned actual or expected etteck, by any or operated by or rented or loaned to any government, sovereign or other authority insured. using military personnel or other agents; This exclusion does not apply to: or (1) A watercraft while ashore on premises you (3) |nsurnaotion, rebeUion, navo|ution, usurped own orrent; pmwer, or action taken by governmental (2) A watercraft you do not own that is: authority in hindering or defending against oftheeo (a) Less than 51 feet long; and any . ' b) Not being used to carry persons for a ]. Damage To Property charge; "Property damage" to: (3) Parking an "auto" on, or on the ways next (1) Property you own, rent, or occupy, to, premises You own orrent, provided the including any costs or expenses incurred "auto" in not owned by or rented or loaned by you, or any other p*neon, organization to you or the insured; or entity, for repair. replacement, Page 4mf2Y HG 0001 09 16 enhancement, restoration or maintenance m. Damage To Impaired Property Or Property of such property for any reason, including Not Physically Injured prevention of injury to a person or damage "Property damage" to "impaired property" or to another's property; property that has not been physically injured, (2) Premises you sell, give away or abandon, arising out of: if the "property damage" arises out of any (1) A defect, deficiency, inadequacy or part of those premises; dangerous condition in "your product" or (3) Property loaned to you; "your work"; or (4) Personal property in the care, custody or (2) A delay or failure by you or anyone acting control of the insured; on your behalf to perform a contract or (5) That particular part of real property on agreement in accordance with its terms. which you or any contractors or This exclusion does not apply to the loss of subcontractors use of other property arising out of sudden working directly or indirectly on your behalf and accidental physical injury to "your are performing operations, if the "property product" or "your work" after it has been put damage" arises out of those operations; or to its intended use. (6) That particular part of any property that n. Recall Of Products, Work Or Impaired must be restored, repaired or replaced Property because "your work" was incorrectly Damages claimed for any loss, cost or performed on it. P expense incurred by you or others far the loss Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal damage by fire) to premises, including the of: contents of such premises, rented to you for a period of seven or fewer consecutive days. A (1) "Your product"; separate limit of insurance applies to Damage (2) "Your work"; or To Premises Rented To You as described in (3) "Impaired property"; Section III - Limits Of Insurance. P if such product, work, or property is withdrawn Paragraph (2) of this exclusion does not apply or recalled from the market or from use by if the premises are "your work" and were any person or organization because of a never occupied, rented or held for rental by known or suspected defect, deficiency, you. inadequacy or dangerous condition in it. Paragraphs (3) and (4) of this exclusion do a. Personal And Advertising Injury „ not apply to property damage arising from the use of elevators. "Bodily injury" arising out of "personal and Paragraphs (3), (4), (5) and (6) of this advertising injury". exclusion do not apply to liability assumed p. Access or Disclosure Of Confidential Or under a sidetrack agreement. Personal Information And Data-related Paragraphs (3) and (4) of this exclusion do Liability not apply to "property damage" to borrowed Damages arising out of: equipment while not being used to perform (1) Any access to or disclosure of any operations at the job site. person's or organization's confidential or Paragraph (6) of this exclusion does not apply personal information, including patents, to "property damage" included in the trade secrets, processing methods, "products-completed operations hazard". customer lists, financial information, credit k. Damage To Your Product card information, health information or any "Property damage" to "your product" arising other type of nonpublic information; or out of it or any part of it. (2) The loss of, loss of use of, damage to, I. Damage To Your Work corruption of, inability to access, or "Property damage" to "your work" arising out inability to manipulate electronic data. of it or any part of it and included in the This exclusion applies even if damages are products-completed operations hazard". claimed for notification costs, credit This exclusion does not apply if the damaged monitoring expenses, forensic expenses, work or the work out of which the damage public relations expenses or any other loss, arises was performed on your behalf by a cost or expense incurred by you or others subcontractor. arising out of that which is described in Paragraph (1) or(2)above. HG 00 01 0916 Page 5 of 21 However, unless Paragraph (1) above detoxifying or neutralizing or in any appUas, this exclusion does not apply to way responding to or eeoaaoin0 the � damages because of"bodily injury" effects ofan "asbestos hazard" ' As used in this exc|ueion, electronic data s, Recording And Distribution Of KOaterie! Or � means information, facts or programs stored Information In Violation Of Law ! esoron created or . ' "Bodily injury" or "property damage" arising � or from computer software, including systems directly or indirectly out of any action or � and applications softwena, hard or floppy omission that violates orio alleged tuviolate: � disks. CO-ROMS, tapes, drives, reUo data' ' (1) The Telephone Consumer Protection Act processing devices or any other media which are used with electronically controlled addition including any amendment of or additiontosuoh |avv equipment. ' q. Employment-Related Practices (2) The CAN-SpAKA Act of 2003. including "Bodily injury" anyamenUmentoforodditiontnouch |aw� �ury" to� ' ^ (3) The Fair Credit Reporting Act (FCRA) and (1) A person ohningout of any .'omp|oyment- any amendment ofor addition to such ' |avv related practices"; or including the Fair and Accurate Credit ' (2) The spouae, chi|d, parent, brother or sister Transaction Act(FACTA); or nf that person asa consequence of"bodily (4) Any federal, state .r local etatute injury" to that person at whom any ordinance or regulation, other than the ` 'emp|oymen�ny|abad practices" are TCPAorCAN-9PAPW — � directed. Act of2UO3orFC~'`" � and their amendments and additions, that This exclusion applies: addnaaaea, prohibits or limits the printing, (1) Whether the injury-causing event diasemination, disposal, coUeodng, described in the definition of'emp|oyment- recording, sending, bansmhUng, related practices" occurs before communicating or distribution of material emp|oymeni, during employment or after or information, employment nf that person; Damage To Premises Rented To You - (3) Whether the insured may be liable as on Exception For Damage By Fire, Lightning Or employer orin any other capacity; and Explosion (3) To any obligation to share damages with Exclusions o. through h. andi. through n. do not or repay someone else who must pay apply to damage by fire, lightning or explosion to damages because of the injury. premises vvhi{a rented to you or temporarily r. Asbestos occupied by you with permission of the owner. A <1) "Bodi|y injury" or "property damage" separate limit of insurance applies to this ` arising out of the "asbestos hazard". coverage as described in Section VN - LimiteDf Insurance. (2) Any damages, judgments, settlements, COVERAGE B PERSONAL AND ADVERTISING loss, costs nr expenses that: INJURY LIABILITY (e) May be awarded or incurred byreason 1. Insuring Agreement of any claim or suit alleging actual or threatened injury or damage of any a' We will pay those sums that the insured nature or kin' to persons or propertybeoomes |egaUyob|igatedhopayasdamagea which would not have occurred in because of "personal and advertising injury" whole or in part but for the "asbestos . to which this insurance applies. VVev�Uhave hazard"; right and duty to defend the insured ' against any "suit" seeking those demagea (b)Arise out of any request, � / ` ' demand, However, we will have no duty hn defend the order or statutory or regulatory insured 'gainntony "suit" seeking damages others requirement that any insured or othe ~ test for monitor, clean up n*moma "personal and advertising injury" to which' ' ' ' this insurance does not app|y We at our onoapeu|oha contain, treat, datoxifv or � ' ' ' ' ' discretion, investigate any offense and settlevv neutralize orin any way respond toor any claim or''auit' that may nasu|t But: assess the effects of an "asbestos � hazard"; or (1) The amount we will pay for damages is � limited as described in Section 0� Limits (o) Arise out of any claim or �u� �v ` - ' Of Insurance; damages because of testing for, ' 2 monitoring, cleaning up, removing, ( ) Ourri�htandduh/ todefend �ndvvhenwe encapsulating, containing. treating. h�«e ueed up the app|ioab|e |imit of insurance in the payment of judgments or ` Page 6of21 HG 00D1 09 16 settlements under Coverages A or B or h. Wrong Description Of Prices medical expenses under Coverage C. "Personal and advertising injury" arising out of No other obligation or liability to pay sums or the wrong description of the price of goods, perform acts or services is covered unless products or services. explicitly provided for under Supplementary i. Infringement Of Intellectual Property Payments- Coverages A and B. Rights b. This insurance applies to "personal and (1) "Personal and advertising injury" arising advertising injury" caused by an offense out of any actual or alleged infringement arising out of your business but only if the or violation of any intellectual property offense was committed in the "coverage rights such as copyright, patent, territory" during the policy period. trademark, trade name, trade secret, trade 2. Exclusions dress, service mark or other designation This insurance does not apply to: of origin or authenticity; or a. Knowing Violation Of Rights Of Another (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement "Personal and advertising injury" arising out of or violation of any intellectual property an offense committed by, at the direction or right, whether such allegation of with the consent or acquiescence of the infringement or violation is made by you or insured with the expectation of inflicting by any other party involved in the claim or "personal and advertising injury". "suit", regardless of whether this b. Material Published With Knowledge Of insurance would otherwise apply. Falsity However, this exclusion does not apply if the "Personal and advertising injury" arising out of only allegation in the claim or "suit" involving oral, written or electronic publication, in any any intellectual property right is limited to: manner, of material, if done by or at the (1) Infringement, in your"advertisement", of: direction of the insured with knowledge of its (a) Copyright; falsity. c. Material Published Prior To Policy Period (b) Slogan; or "Personal and advertising injury" arising out of (c) Title of any literary or artistic work; or oral, written or electronic publication, in any (2) Copying, in your "advertisement", a manner, of material whose first publication person's or organization's "advertising took place before the beginning of the policy idea" or style of"advertisement". period. j. Insureds In Media And Internet Type d. Criminal Acts Businesses "Personal and advertising injury" arising out of "Personal and advertising injury" committed a criminal act committed by or at the direction by an insured whose business is: of the insured. (1) Advertising, broadcasting, publishing or e. Contractual Liability telecasting; "Personal and advertising injury" for which the (2) Designing or determining content of web insured has assumed liability in a contract or sites for others; or agreement. This exclusion does not apply to (3) An Internet search, access, content or liability for damages that the insured would service provider. have in the absence of the contract or However, this exclusion does not apply to agreement. Paragraphs a., b. and c. of the definition of f. Breach Of Contract "personal and advertising injury" under the "Personal and advertising injury" arising out of a Definitions Section. breach of contract, except an implied contract to For the purposes of this exclusion, the placing use another's "advertising idea" in your of frames, borders or links, or advertising, for "advertisement". you or others anywhere on the Internet, is not g. Quality Or Performance Of Goods - Failure by itself, considered the business of To Conform To Statements advertising, broadcasting, publishing or "Personal and advertising injury" arising out of telecasting. the failure of goods, products or services to k. Electronic Chatrooms Or Bulletin Boards conform with any statement of quality or "Personal and advertising injury" arising out of performance made in your"advertisement". an electronic chatroom or bulletin board the HG 00 01 0916 Page 7 of 21 insured hosts, owns, or over which the WQ Computer code, software or programming insured exercises control. used toenable: [ Unauthorized Use (]fAnother's Name Or (a) Your web site; or Product (b)The presentation or functionality of an "Personal "advertisement" or other content on the unauthorized use of another's name or your web site. product in your e-mail uddregs, domain name q. Right Of Privacy Created By Statute or mebataga, or any other similar tactics to , � mislead onothe�� potential oustomens� "Personal and advertising injur/' arising out of ! mn. Pollution created violation of a person's right of privacy | nnaotad by any state orfederal act. � "Pemono| and advertising injury" arising out of However, this exclusion does not apply to � the actual, alleged '~ alleged or threatened discharge, liability `r damages that the insured would dispersal, seepage, mignstion, release or have in the absence of such state or federal escape of"poUutanto" et any time. ant. n po0ub�n-Rm1��od^ r. Violation Of Anti-Trust law Any loss, cost or expense arising out ofany: "Personal and advertising injury" arising out of (Y) Request, demand, order or statutory or a violation of any anti-trust law, regulatory requirement that any insured or s. Securities others bast for, mnnitor, dean up. remove, , oonbain, beat, detoxify or neutna|ize, or in "Personal and advertising injury" arising out of any way respond to, or assess the effectsthe fluctuation in prima or value of any stocks, of. "pollutants"; or bonds or other securities. (2) Claim or suit by or on behalf of a t Recording And Distribution Of Material Or governmental authority for damages Information In Violation C3fLaw because of testing for. monitoring. "Personal and advertising injury" arising cleaning up, romoving, oontyining, directly or indirectly out of any action or traoting, detoxifying or neutnaUzing, or in omission that violates or is alleged to violate: any way responding to or assessing the ' (1) The Telephone Consumer Protection Act effects of, "pollutants". (TCPA), including any amendment of or o. War addition to such |ovv� . "Personal and advertising in]ury'. however (2) The CAN-GPAK4 Act of 2003. including caused, arieing, directly or indirectly, out of: any amendment oforaddition to such law; (1) VVer, including undeclared ur civil war; (3) The Fair Credit Reporting Act (FCR/). and (2) Warlike action by e military force, including any amendment nforaddition to such /avv, action in hindering or defending against an including the Fair and Accurate Credit ootuo| or expected ottook, by any Transaction Act (FACTA); or � gove,nment, sovereign or other authority (4) Any fedena|, state or |nna| atatute, using military personnel or other agents; ordinance or regu|etion, other than the or TCPAorCAN-SPAK4 Act of20O3 or FCRA (3) |nsurnection, rebeUion, revo|ution, usurped and their amendments and additions, that puvver, or action taken by governmental oddresoeo, prohibits or limits the printinO, authority in hindering or defending against diaseminetion, diapoaa|, coUeotin0, any ofthese. recording, sending, tnanomitting, communicating or distribution of material �. Internet Advertisements And �on�m�� 0� Others or informatio n. , u. Employment-Related Practices "Personal and advertising injury" arising out of: "Personal and advertising injury" to: (1) An "advertisement' for others on your web (1) A person arising out of any "employment- site; related practices"; or (2) Placing a link to e web site of others on (2) The spouee, ohi|d, panent, brother or sister your web site; of that person as a consequence of (3) Conhent "personal and advertising injury" to that including information, sounds,' 'text' graphics, or images from a web site person at whom any " emp|uyment-re|ab*d of others displayed within a frame or practices" are directed. border on your web site; or Page 8 of 21 HG; 00 01 09 16 This exclusion applies: COVERAGE C MEDICAL PAYMENTS (1) Whether the injury-causing event 1. Insuring Agreement described in the definition of"employment- a. We will pay medical expenses as described related practices" occurs before below for "bodily injury" caused by an employment, during employment or after accident: employment of that person; (1) On premises you own or rent; (2) Whether the insured may be liable as an (2) On ways next to premises you own or employer or in any other capacity; and rent; or (3) To any obligation to share damages with (3) Because of your operations; or repay someone else who must pay damages because of the injury. provided that: v. Asbestos (1) The accident takes place in the "coverage (1) "Personal and advertising injury" arising territory" and during the policy period; out of the"asbestos hazard". (2) The expenses are incurred and reported (2) Any damages, judgments, settlements, to us within three years of the date of the loss, costs or expenses that: accident; and (a) May be awarded or incurred by reason (3) The injured person submits to of any claim or suit alleging actual or examination, at our expense, by threatened injury or damage of any physicians of our choice as often as we nature or kind to persons or property reasonably require. which would not have occurred in b. We will make these payments regardless of whole or in part but for the "asbestos fault. These payments will not exceed the hazard"; applicable limit of insurance. We will pay (b)Arise out of any request, demand, reasonable expenses for: order or statutory or regulatory (1) First aid administered at the time of an requirement that any insured or others accident; test for, monitor, clean up, remove, (2) Necessary medical, surgical, X-ray and encapsulate, contain, treat, detoxify or dental services, including prosthetic neutralize or in any way respond to or devices; and assess the effects of an "asbestos (3) Necessary ambulance, hospital, hazard"; or professional nursing and funeral services. (c) Arise out of any claim or suit for 2. Exclusions damages because of testing for, monitoring, cleaning up, removing, We will not pay expenses for"bodily injury": encapsulating, containing, treating, a. Any Insured detoxifying or neutralizing or in any To any insured, except "volunteer workers". way responding to or assessing the effects of an "asbestos hazard". b. Hired Person w. Access Or Disclosure Of Confidential Or To a person hired to do work for or on behalf Personal Information of any insured or a tenant of any insured. "Personal and advertising injury" arising out of c. Injury On Normally Occupied Premises any access to or disclosure of any person's or To a person injured on that part of premises organization's confidential or personal you own or rent that the person normally information, including patents, trade secrets, occupies. processing methods, customer lists, financial d. Workers Compensation And Similar Laws information, credit card information, health information or any other type of nonpublic To a person, whether or not an "employee" of any insured, if benefits for the"bodily injury" are information, payable or must be provided under a workers This exclusion applies even if damages are compensation or disability benefits law or a claimed for notification costs, credit similar law. monitoring expenses, forensic expenses, public relations expenses or any other loss, e. Athletics Activities cost or expense incurred by you or others To a person injured while practicing, arising out of any access to or disclosure of instructing or participating in any physical any person's or organization's confidential or exercises or games, sports, or athletic personal information. contests. HG 00 01 09 16 Page 9 of 21 [ Produots-Connp|etod Operations Hazard assumed by the insured in the sane "insured Included within the ,produda'nomp|ebad contract"; � operations hazard". d. The allegations in the "suit" and the � g. Coverage A Exclusions information we know about the "occurrence" Excluded under Coverage A. are such that no conflict appears to exist SUPPLEMENTARY PAYMENTS - COVERAGES between the interests of the insured and the � AANDB interests of the indemnitee; | o. The indemnitee and the insured ask us to � 1 VV� vviU pay, with respect to any claim we ' ' conduct and control the defense of that investigate or settle, or any "euit'' against an'insured wedefend indemnitee against such ''suit'' and agree that � we can assign the same counsel to defend a. All expenses vveincur. the insured and the indemnitee; and b. Up to $1.00O for cost ofbail bonds required [ The indemnitee: because of accidents or traffic |ovv violations arising out of the use of any vehicle to which (1) Aoneam inw/itingho� the Bodily Injury Liability Coverage applies. (a) Cooperate with us in the investigation, VVedu not have ho furnish these bonds. settlement or defense of the "suiy'� . o. The cost of appeal bonds or bonds torelease (h) }mmediabak/ send us copies of any . attauhmente, but only for bond amounts domonds, noticee, summonses orlegal within the applicable limit of insurance. We do papers received in connection with the not have to furnish these bonds. "suit"; d. All reasonable expenses incurred by the (c) Notifv any other insurer whose insured at our request to assist us in the coverage is available to the � investigation or defense of the claim or "euit'. indemnihaoand including actual loss of earnings upto $5OOa ' � (d)Conperaha with us with respect to day because of time off from work. coordinating other applicable e' All court coots taxed against the insured in insurance available to the indemnitee the "suit". However, auch costs du not and ' include attorneys' fees, attorneys' expenses,' (2) Provides usvvith written authorization to: witness orexpe�fees, or any other expenses � of party taxed to the insured. (a) Obtain records and other information � and f. Prejudgment interest the"suit";udgm�nt inteneot awarded against the insured on that part of the judgment we pay. If (b)Conduct and control the defense of the we make an offer tn pay the applicable limit of indemnitee in such "auif' ineunanoe, we will not pay any Prejudgment Su long as the above conditions are met, interest based on that period of time after the attorneys' fees incurred by us in the defense of offer. that indemnitee, necessary litigation expenses � g. All interest on the full amount of any judgment incurred by us and necessary litigation expenses that accrues after entry of the judgment and incurred by the indemnitee at our request will be before we have peid, offered to pay, or paid as Supplementary Payments. deposited in court the port of the judgment Notwithstanding the provisions of Paragraph that is within the applicable limit ofinsurance. 2.b'(2) of Section l ' Coverage A - Bodily Injury These payments will not reduce the limits of And property Damage Liobi|ity, such payments insurance. will not be deemed to be damages for "bodily 2. If we defend an insured against m "suit" and on injury" and "property damage" and will not reduce indemnitee of the insured is also named as a the limits ofinsurance. party to the "suit', we will defend that indemnitee Our obligation to defend an ineunad'o indemnitee if all of the following conditions are met: and to pay for attorneys' fees and necessary a. The "suit' against the indemnitee seeks litigation expenses asSupplementary Payments damages for which the insured has assumed ends when: the liability of the indemnitee in a contract or a. We have used up the applicable limit of agreement that iaan "insured oontrant"; insurance in the payment of judgments o/ � b. This insurance applies to such liability settlements; or assumed by the insured; b. The conditions set forth above, or the terms of o. The obligation to defend, or the cost of the the agreement described in Paragraph f. defense of, that indomnitee, has also been above, are no longer met. Page 1Omf 21 HGUOO10916 SECTION 11 -WHO IS AN INSURED "volunteer worker" as a consequence 1. If you are designated in the Declarations as: of Paragraph (1)(a) above; a. An individual, you and your spouse are (c) For which there is any obligation to insureds, but only with respect to the conduct share damages with or repay someone of a business of which you are the sole else who must pay damages because owner. of the injury described in Paragraphs b. A partnership or joint venture, you are an (1)(a) or (1)(b) above; or insured. Your members, your partners, and (d)Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an If you are not in the business of providing insured. Your members are also insureds, but professional health care services: only with respect to the conduct of your (a) Subparagraphs (1)(a), (1)(b) and (1)(c) business. Your managers are insureds, but above do not apply to any "employee" only with respect to their duties as your or "volunteer worker" providing first aid managers. services; and d. An organization other than a partnership, joint (b) Subparagraph (1)(d) above does not venture or limited liability company, you are apply to any nurse, emergency medical an insured. Your "executive officers" and technician or paramedic employed by directors are insureds, but only with respect to you to provide such services. their duties as your officers or directors. Your (2) "Property damage" to property: stockholders are also insureds, but only with respect to their liability as stockholders. (a) Owned, occupied or used by, e. A trust, you are an insured. Your trustees are (b) Rented to, in the care, custody or also insureds, but only with respect to their control of, or over which physical duties as trustees. control is being exercised for any purpose by 2. Each of the following is also an insured: you, any of your "employees", "volunteer a. Employees And Volunteer Workers workers", any partner or member (if you Your "volunteer workers" only while are a partnership or joint venture), or any performing duties related to the conduct of member (if you are a limited liability your business, or your "employees", other company). than either your"executive officers" (if you are b. Real Estate Manager an organization other than a partnership, joint venture or limited liability company) or your Any person (other than your "employee" or "volunteer worker"), or any organization while managers (if you are a limited liability company), but only for acts within the scope acting as your real estate manager. of their employment by you or while c. Temporary Custodians Of Your Property performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, However, none of these "employees" or but only: "volunteer workers" are insureds for: (1) With respect to liability arising out of the (1) "Bodily injury" or"personal and advertising maintenance or use of that property; and injury": (2) Until your legal representative has been (a) To you, to your partners or members (if appointed. you are a partnership or joint venture), d. Legal Representative If You Die to your members (if you are a limited liability company), to a co-"employee" Your legal representative if you die, but only while in the course of his or her with respect to duties as such. That employment or performing duties representative will have all your rights and related to the conduct of your duties under this Coverage Part. business, or to your other "volunteer e. Unnamed Subsidiary workers" while performing duties Any subsidiary, and subsidiary thereof, of related to the conduct of your yours which is a legally incorporated entity of business; which you own a financial interest of more (b)To the spouse, child, parent, brother or than 50% of the voting stock on the effective sister of that co-"employee" or that date of the Coverage Part. HG 00 01 0916 Page 11 of 21 The insurance afforded herein for any A person or organization is an additional insured subsidiary not named in this Coverage Part under this provision only for that period of time as o named insured does not apply to injury required by the contract oragreement. ! mr damage with respect towhich such insured However, no such person or organization is an � is also a named insured under another policy insured under this provision if such person or � or would be a named insured under such organization is included as an insured by an policy but for its termination nr the exhaustion endorsement issued by us and mode o port of of its limits ofinsurance. this Coverage Part. ! 3. Newly Acquired Or Formed Organization a. Vendors Any organization you navv|y acquire or fonn. Any person(s) or organization(s) (referred to other than a partnership, joint venture or limited below as vendor)' but only with respect to liability company, and over which you maintain "bodily injury' or "property damage" arising ! financial interest of more than 50% of the voting out of"your products" which are distributed or � stoch, will qualify as Named Insured if there is sold in the regular course of the vendor's no other similar insurance available to that business and only if this Coverage Pad organization. However: provides coverage for "bodily injury" or a. Coverage under this provision is afforded only "property damage" included within the until the 180th day after you acquire or form "prod ucts-oVmp|eted operations hezanj" the organization or the end of the policy (1) The insurance afforded the vendor is period, whichever is earlier; subject to the following additional | h. Coverage Adoes not apply ho "bodily injury" exclusions: or "property damage" that occurred before This insurance does not apply tV� � you acquired or formed the organizod 'organization; and � (a) "Bodily injury' or"property damage" for o` Coverage B dues not apply to "personal end which the vendor is obligated to pay advertising injury" arising out of an offense damages by reason of the assumption committed before you acquired or formed the of liability in o contract or aAreement organization. This exclusion does not apply t- 4. NmnnvwnedVVmtmrcraft liability for damages that the vendor With respect to watercraft you do not own that is would have in the absence of the |eea than 51 feet long and is not being used to contract oragreement; carry persons for a charge, any person is an (b)Any express warranty unauthorized by insured while operating such watercraft with your you; permission, Any other person or organization (o)Any physical or chemical change inthe responsible for the conduct of such person is product made intentionally by the also an insunad, but only with respect to liability vendor; arising out of the operation of the vvaharonaft' and ' only if no other insurance of any kind is available (d)RePaokuQing. except when unpacked to that pemnnor organization for this U �abi|ity e«|e|yforth� purpose of inspection, � damonetration, baeUng or the However, no person or organization is an insured substitution of parts under instructions with respect to: from the manufacturer, and then o. "Bodily injury" to a co-"employee" of the repackaged in the original container; person operating the watercraft; or (a) Any failure to make such inspections, b. "Property damage" to property owned by, adiustmente, tests or servicing as the rented to, in the 'charge oforoccupied by you vendor has agreed to make ornormally or the employer of any person who is an undertakes to make in the usual insured under this provision. course of businaoa, in connection with S. Additional Insureds When Required By the distribution or no|e of the products; Written Contract, Written Agreement Or (f) Oamonstration, installation, servicing Permit or repair openstiona, except such The following person(e) ororganization(m) are an operations performed at the vendor's additional insured when you have agreed' in a premises in connection with the sale of / written contract, written agreement ur because of the product; a permit issued by a state or political subdivision, (g) Products vvhioh, after distribution or that such person or organization be added as an sale by you, have been labeled or additional insured on your po|imy, provided the relabeled or used as oonbsiner, pod injury or damage occurs subsequent to the or ingredient of any other thing or execution of the contract oragreement. substance byor for the vendor; or Page 12 mf21 HG 00 01 U$ 16 � � (h)"Bodily injury" or "property damage" omissions of those acting on your behalf: arising out of the sole negligence of the (1) In connection with your premises; or vendor for its own acts or omissions or (2) In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf. exclusion does not apply to: (i) The exceptions contained in Sub- With respect to the insurance afforded these paragraphs (d) or(f); or additional insureds, the following additional exclusion applies: (ii) Such inspections, adjustments, This insurance does not apply to "bodily tests or servicing as the vendor has injury", "property damage" or "personal and agreed to make or normally advertising injury" arising out of the rendering undertakes to make in the usual of or the failure to render any professional course of business, in connection services by or for you, including: with the distribution or sale of the products. 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, (2) This insurance does not apply to any opinions, reports, surveys, field orders, insured person or organization, from change orders or drawings and whom you have acquired such products, specifications; or or any ingredient, part or container, 2. Supervisory, inspection, architectural or entering into, accompanying or containing such products. engineering activities. This exclusion applies even if the claims b. Lessors Of Equipment (1) Any person(s) or organization(s) from against any insured allege negligence or whom you lease equipment; but only with other wrongdoing in the supervision, hiring, employment, training or monitoring of others respect to their liability for bodily injury , by that insured, if the "occurrence" which "property damage" or "personal ' and caused the "bodily injury" or "property advertising injury" caused, in whole or in damage", or the offense which caused the part, by your maintenance, operation or "personal and advertising injury", involved the use of equipment leased to you by such rendering of or the failure to render any person(s) or organization(s). professional services by or for you. (2) With respect to the insurance afforded to e. Permits Issued By State Or Political these additional insureds this insurance Subdivisions does not apply to any "occurrence" which Any state or political subdivision, but only with takes place after the equipment lease expires. respect to operations performed by you or on your behalf for which the state or political c. Lessors Of Land Or Premises subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded these lease land or premises, but only with respect additional insureds, this insurance does not to liability arising out of the ownership, apply to: maintenance or use of that part of the land or (1) "Bodily injury", "property damage" or premises leased to you. "personal and advertising injury" arising With respect to the insurance afforded these out of operations performed for the state additional insureds the following additional or municipality; or exclusions apply: (2) "Bodily injury" or "property damage" This insurance does not apply to: included within the "products-completed 1. Any "occurrence" which takes place after operations hazard". you cease to lease that land; or f. Any Other Party 2. Structural alterations, new construction or Any other person or organization who is not demolition operations performed by or on an additional insured under Paragraphs a. behalf of such person or organization. through e. above, but only with respect to d. Architects, Engineers Or Surveyors liability for "bodily injury", "property damage" Any architect, engineer, or surveyor, but only or"personal and advertising injury" caused, in with respect to liability for "bodily injury", whole or in part, by your acts or omissions or "property damage" or "personal and the acts or omissions of those acting on your advertising injury" caused, in whole or in part, behalf: by your acts or omissions or the acts or (1) In the performance of your ongoing operations; HG 00 01 0916 Page 13 of 21 (2) In connection with your premises owned No person or organization is an insured with respect by or rented to you; or to the conduct of any current or past partnership, (3) In connection with "your work" and ]Vint venture or limited liability company that is not included within the "prod ucts-comp|ehad shown aaa Named Insured in the Declarations. | operations hozord'', but only if SECTION III - LIMITS OF INSURANCE (a) The written contract or agreement 1. The Most VVa Will Pay requires you to provide such coverage The Limits of Insurance shown in the tosuchadditiona| inaunad- end ' Declarations and the rules below fix the most we (b)This Coverage Part provides coverage will pay regardless of the number of: for "bodily injury" or "propertydamage" �. Insureds; ' included within the "products- ' completed operations hozerd" b. Claims made or^nuits" brought; or However: c` Persons or organizations making claims or (1) The insurance afforded tosuch additional bringing . insured only applies to the extent 2. General Aggregate Limit permitted by law; and The General Aggregate Limit is the most we will (2) If coverage provided to the additional pay for the sum of: insured is required by e contract or a. Medical expenses under Coverage C| agreement, the insurance afforded tosuch b^ Damages under Coverage A. except � additional insured will not bo broader than damages because of "bodily injury" or that which you are required by the contract "property damage" included in the ''products- or agreement to provide for such completed operations hazard"; and | additional insured, c. Damages under Coverage B. With respect to the insurance afforded to these additional insunads, this insurance does 3' �nmducta-Conmp|et�� Operations Aggregate not apply to: Limit "Bodily injury", "property damage" or The Produds-Comp|ebad Operations Aggregate "personal and advertising injury" arising out of Limit is the most vvewill pay under Coverage A the rendering of, or the failure to render, any for damages because of "bodily injury" and professional architectural, engineering or ''ProP*dY damage" included in the "products- surveying serviceo, including: completed operations hozenj" (1) The Pneparing, approving, or failing to 4` Personal And Advertising Injury Limit pnapona or approve, mops' shop drawings. Subject to 2. above. the Personal and opinionn, naporta, eunxays, field nnjars. Advertising Injury Limit is the most we will pay change orders or drawings and under Coverage B for the sum of all damages specifications; or because of all "personal and advertising injury" (2) Sup*misury, inepeotion, architectural or sustained by any one person ororganization. � engineering activities. 5. Each Occurrence Limit This exclusion applies even if the claims Subject to 2, or3. above, whichever applies, the against any insured allege negligence or Each Occurrence Limit is the most we will pay for other wrongdoing in the supervision, hihng, the sum of: amp|oyment, training or monitoring of others a. Damages under Coverage A; and by that insunyd, if the "occurrence" which caused the "bodily injury" or "property �' K4edina| expenoe� underCoverag� C damoge", or the offense which caused the because of all "bodily injury" and "property "personal and advertising in]ury", involved the damage" arising out of any one "ocournanoe" rendering of or the failure to render any 6. Damage To Premises Rented To You Limit professional services bynr for you. Gut�eo( to 5. above. the Damage To Premises The limits of insurance that apply to additional Rented To You Limit is the most we will pay insureds is described in Section III - Limits Of under Coverage /4 for damages because of Insurance. "property damage" to any one premises, while How this insurance applies when other insurance rented to you, or in the case of damage by fire, in available to the additional insured is described lightning or exp|oaiVn, while rented to you or in the Other Insurance Condition in Section |\/ - temporarily occupied by you with permission of Commercial General Liability Conditions. the owner. Page 14mf21 HG 00010916 In the case of damage by fire, lightning or b. Notice Of Claim explosion, the Damage to Premises Rented To If a claim is made or "suit" is brought against You Limit applies to all damage proximately any insured, you or any additional insured caused by the same event, whether such must: damage results from fire, lightning or explosion (1) Immediately record the specifics of the or any combination of these. claim or"suit" and the date received; and 7. Medical Expense Limit (2) Notify us as soon as practicable. Subject to 5. above, the Medical Expense Limit is You or any additional insured must see to it the most we will pay under Coverage C for all that we receive written notice of the claim or medical expenses because of "bodily injury" "suit" as soon as practicable. sustained by any one person. 8. How Limits Apply To Additional Insureds c. Assistance And Cooperation Of The Insured If you have agreed in a written contract or written You and any other involved insured must: agreement that another person or organization be added as an additional insured on your policy, (1) Immediately send us copies of any the most we will pay on behalf of such additional demands, notices, summonses or legal insured is the lesser of: papers received in connection with the a. The limits of insurance specified in the written claim or"suit"; contract or written agreement; or (2) Authorize us to obtain records and other b. The Limits of Insurance shown in the information; Declarations. (3) Cooperate with us in the investigation or Such amount shall be a part of and not in settlement of the claim or defense against addition to Limits of Insurance shown in the the"suit"; and Declarations and described in this Section. (4) Assist us, upon our request, in the The Limits of Insurance of this Coverage Part apply enforcement of any right against any person separately to each consecutive annual period and to or organization which may be liable to the any remaining period of less than 12 months, insured because of injury or damage to starting with the beginning of the policy period which this insurance may also apply. shown in the Declarations, unless the policy period d. Obligations At The Insureds Own Cost is extended after issuance for an additional period of No insured will, except at that insured's own less than 12 months. In that case, the additional cost, voluntarily make a payment, assume period will be deemed part of the last preceding any obligation, or incur any expense, other period for purposes of determining the Limits of than for first aid, without our consent. Insurance. e. Additional Insureds Other Insurance SECTION IV - COMMERCIAL GENERAL If we cover a claim or "suit" under this LIABILITY CONDITIONS Coverage Part that may also be covered by 1. Bankruptcy other insurance available to an additional Bankruptcy or insolvency of the insured or of the insured, such additional insured must submit insured's estate will not relieve us of our such claim or "suit" to the other insurer for obligations under this Coverage Part. defense and indemnity. 2. Duties In The Event Of Occurrence, Offense, However, this provision does not apply to the Claim Or Suit extent that you have agreed in a written a. Notice Of Occurrence Or Offense contract or written agreement that this You or any additional insured must see to it insurance is primary and non-contributory that we are notified as soon as practicable of with the additional insured's own insurance. an "occurrence" or an offense which may f. Knowledge Of An Occurrence, Offense, result in a claim. To the extent possible, Claim Or Suit notice should include: Paragraphs a. and b. apply to you or to any (1) How, when and where the "occurrence" or additional insured only when such offense took place; "occurrence", offense, claim or"suit" is known (2) The names and addresses of any injured to: persons and witnesses; and (1) You or any additional insured that is an (3) The nature and location of any injury or individual; damage arising out of the "occurrence" or (2) Any partner, if you or the additional offense. insured is a partnership; HG 00 01 0916 Page 15 of 21 (3) Any manager, if you or the additional (3) Tenant Liability insured isa limited liability company� | ' That is insurance purchased by you to � (4) Any "executive officer" or insurance cover your liability as o haont for � manager, if you or the additional insured is "property domoge" to premises rented to | acorporation; you or temporarily occupied by you with f th (5) Any trustee, if you or the additional permission or the owner; � insured is a trust; or (4) /\ivcnaft. Auto Or Watercraft i (G) Any elected or appointed officia|, if you or If the loss arises out of the maintenance or � the additional insured is a political use of aircraft, "autos" or watercraft to the � subdivision ur public entity. extent not subject to Exclusion g. of � This duty applies separately to you and any Section | - Coverage A - Bodily Injury And additional insured. Property Damage Liability; � 3. Legal Action Against Us (S) property Damage To Borrowed No person or organization has right under this Equipment CDr Use QfElevators Coverage Part: |f the loss arises out of"property damage" a. To join us as a party or otherwise bring borrowed equipment or the use ofnQ us elevators to the extent not subject into a "suit" asking for damages from to nm an ^ insuredor Exc|uaionj. of Section | - Coverage A _ ' Bodily Injury And Property Damage b. To sue uoon this Coverage Part unless all of Liability; its terms have been fully complied with. (G) When You Are Added As An Additional A person or organization may sue us to recover Insured To Other Insurance � on an agreed settlement oron afina| judgment Any other insurance available to you against an insured; but vvewill not be liable for covering liability for damages arising out damages that are not payable under the terms of this Coverage Part or that are in excess of the of the premises or operations, or products An agreed and completed openatinno, for which you applicable limit of insurance. have been added ason additional insured settlement means o settlement and release of by that insurance; or liability signed by us, the insured and the claimant or the claimant's legal representative. (7) VVhen You Add Others As An 4- Othmr|nsuronoe Additional Insured To This Insurance If other valid and collectible insurance is Any other insurance available to an available(o the insured for a loss we cover under additional insured. Coverages A or B of this Coverage part. our Hovv*ver, the following provisions apply to obligations are limited as follows: other insurance available to any person or a. Primary Insurance organization who is an additional insured This insurance is primary except when b under this coverage po�. 'below applies. If other insurance in also (u) Primary Insurance When Required primary, we will share with allthat other By Contract insurance by the method described in t. This insurance is primary if you have below. agreed in a written contract or written b. Exneus |nsurancn agreement that this insurance be primary. If other insurance is also This insurance ia excess over any of the other primary, we will share with all that insunance, whether primary, exceas, other insurance by the method contingent oron any other basis: described inc. below. (1) Your Work (b)phmnary And Non-Contributory To That is Fina, Extended CovenaQe, Builder's Other Insurance When Required By Risk. Installation Risk or similar coverage Contract for"your work"; If you have agreed in o written (2) Premises Rented ToYou contraot, written agreement, or permit That is fire. lightning or explosion that this insurance is primary and non- insurance for premises rented to you or contributory with the additional temporarily occupied by you with ineunad'o own insurance, this insurance permission of the owner; is primary and we will not seek contribution from that other insurance. Page 1$ of21 HG0O01O916 Paragraphs (a) and (b) do not apply to computation, and send us copies at such other insurance to which the additional times as we may request. insured has been added as an additional 6. Representations insured. a. When You Accept This Policy When this insurance is excess, we will have By accepting this policy, you agree: no duty under Coverages A or B to defend the insured against any "suit" if any other (1) The statements in the Declarations are insurer has a duty to defend the insured accurate and complete; against that "suit". If no other insurer defends, (2) Those statements are based upon we will undertake to do so, but we will be representations you made to us; and entitled to the insured's rights against all (3) We have issued this policy in reliance those other insurers. upon your representations. When this insurance is excess over other b. Unintentional Failure To Disclose Hazards insurance, we will pay only our share of the amount of the loss, if any, that exceeds the If unintentionally you should fail to disclose all sum of: hazards relating to the conduct of your (1) The total amount that all such other business that exist at the inception date of insurance would pay for the loss in the this Coverage Part, we shall not deny absence of this insurance; and coverage under this Coverage Part because (2) The total of all deductible and self-insured of such failure. amounts under all that other insurance. 7. Separation Of Insureds We will share the remaining loss, if any, with Except with respect to the Limits of Insurance, any other insurance that is not described in and any rights or duties specifically assigned in this Excess Insurance provision and was not this Coverage Part to the first Named Insured, bought specifically to apply in excess of the this insurance applies: Limits of Insurance shown in the Declarations a. As if each Named Insured were the only of this Coverage Part. Named Insured; and c. Method Of Sharing b. Separately to each insured against whom If all of the other insurance permits claim is made or"suit" is brought. contribution by equal shares, we will follow g, Transfer Of Rights Of Recovery Against this method also. Under this approach each Others To Us insurer contributes equal amounts until it has a. Transfer Of Rights Of Recovery paid its applicable limit of insurance or none of the loss remains, whichever comes first. If the insured has rights to recover all or part If any of the other insurance does not permit of any payment, including Supplementary contribution by equal shares, we will Payments, we have made under this contribute by limits. Under this method, each Coverage Part, those rights are transferred to insurer's share is based on the ratio of its us. The insured must do nothing after loss to applicable limit of insurance to the total impair them. At our request, the insured will applicable limits of insurance of all insurers. bring "suit" or transfer those rights to us and 5. Premium Audit help us enforce them. a. We will compute all premiums for this b. Waiver Of Rights Of Recovery (Waiver Of Coverage Part in accordance with our rules Subrogation) and rates. If the insured has waived any rights of b. Premium shown in this Coverage Part as recovery against any person or organization advance premium is a deposit premium only. for all or part of any payment, including At the close of each audit period we will Supplementary Payments, we have made compute the earned premium for that period under this Coverage Part, we also waive that and send notice to the first Named Insured. right, provided the insured waived their rights The due date for audit and retrospective of recovery against such person or premiums is the date shown as the due date organization in a contract, agreement or on the bill. If the sum of the advance and permit that was executed prior to the injury or audit premiums paid for the policy period is damage. greater than the earned premium, we will 9. When We Do Not Renew return the excess to the first Named Insured. If we decide not to renew this Coverage Part, we c. The first Named Insured must keep records of will mail or deliver to the first Named Insured the information we need for premium shown in the Declarations written notice of the HG 00 01 09 16 Page 17 of 21 nonrenevva| not |eae than 30 days before the c. All other pmda of the world if the injury or expiration date. damage arises out of: � If notice is moi|ed, proof of mailing will be (1) Goods or products made orsold by you in � sufficient proof ofnotice. the territory described ina. above; SECTION \/- DEFINITIONS (2) The activities of a person whose home is 1. "Advertisement" means the widespread public in the territory described in a. above, but is dissemination of information or images that has away for e short time on your business; or the purpose of inducing the sale of goods, (3) "Personal and advertising injury" offenses products nr services through: that take place through the Internet or similar electronic means ofcommunication a. (1) R�dio� (2) Television; provided the insured's responsibility to pay (3) Billboard; damages determined in the United Sbahaa of America (including its territories and possessions), (4) Magazine; Puerto Rico or Canada, in a "suit' on the merits (5) Newspaper; or according bo the substantive law in such territory or b. Any other publication that io given widespread inose�|ementvveogreato public distribution. 7. "Employee" includes a "leased vvurka/' However, "advertisement' does not include: "Employee" does not include a "temporary worker" e` The design, printed material, information or ' 8. "Employment-Related means: images contained in, on or upon the ~ packaging or labeling of any goods or m. Refusal to employ that person; products; or b. Termination of that poreon's employment; or b. An interactive conversation between or u. Emp|oyment-ne|abad pnacticeo, pV|iciee, acts among persons through a computer network. or omiesionm, such as coercion, demotion. 2. "Advertising idea" means any idea for an ewa|uation, reassignment, discipline, "advedieement" defamatinn, harassment, humiliation, , discrimination or malicious prosecution3. �abaetm� hazard" means an exposure or threat of exposure to the actual or alleged at that person. properties of esbenbzm and includes the mere 9^ "Executive officer" means parson holding any presence of asbestos in any form. of the officer positions created by your charter. , constitution, by-laws or any other similar 4. /�uto" meana ' by-laws� governing document. a A land motor vehicle, trailer or semitrailer ' ' 18."Hoet' fire"Vn nm" means one which becomes designed for travel on public roads, including uncontrollable or breaks out from where it was any attached machinery orequipment or ' intended tobe. b. Any other land vehicle that is subject to a ^ 11."|rnpaired property" means tangible property, compulsory or financial responsibility |avv or ' other than "your product" or "your wmrK' that other motor vehicle insurance law where it is -' ' cannot be used uria less useful because: licensed or principally garaged. a It incorporates "your product" or "your work"Aowovur' "auto" does not include "mobile ~ that is known or thought to be defective, equipment". deficient, inadequate or dangerous; or 5. "Bodily injury" means physical: b. You have failed to fulfillthe terms of a a. |rgury; contract or agreement; b' 'Gickness� or if such property can be restored to use by the c. Disease repoir, nep|ecement, adjustment or removal of sustained by a person and, if arising out of the "your product' or "your work", or your fulfilling the above, mental anguish or death at any time, terms of the contract or agreement. G. "Coverage territory" means: 12.^Unauned contract" means: a. The United States of America (including its m. A contract for a lease of premises. Howevor, territories and possessions), Puerto Rico and that portion of the contract for a lease of Canada; premises that indemnifies any person or b. International waters or airspace, but only if organization for damage by fire, lightning or the injury or damage occurs in the course of explosion to premises while rented to you or travel or transportation between any places temporarily occupied by you with permission included ina. above; or of the owner is subject to the Damage to Page 18 wf2i HG 0001 09 16 Premises Rented To You Limit described in 14."Loading or unloading" means the handling of Section III - Limits of Insurance; property: b. A sidetrack agreement; a. After it is moved from the place where it is c. Any easement or license agreement, accepted for movement into or onto an including an easement or license agreement aircraft, watercraft or"auto"; in connection with construction or demolition b. While it is in or on an aircraft, watercraft or operations on or within 50 feet of a railroad; "auto"; or d. An obligation, as required by ordinance, to c. While it is being moved from an aircraft, indemnify a municipality, except in connection watercraft or "auto" to the place where it is with work for a municipality; finally delivered; e. An elevator maintenance agreement; but "loading or unloading" does not include the f. That part of any other contract or agreement movement of property by means of a mechanical pertaining to your business (including an device, other than a hand truck, that is not indemnification of a municipality in connection attached to the aircraft, watercraft or"auto". with work performed for a municipality) under 15."Mobile equipment" means any of the following which you assume the tort liability of another types of land vehicles, including any attached party to pay for bodily injury or property machinery or equipment: damage" to a third person or organization, provided the bodily injury or property a. Bulldozers, farm machinery, forklifts and other damage" is caused, in whole or in part, by vehicles designed for use principally off public you or by those acting on your behalf. Tort roads; liability means a liability that would be b. Vehicles maintained for use solely on or next imposed by law in the absence of any to premises you own or rent; contract or agreement. c. Vehicles that travel on crawler treads; Paragraph f. includes that part of any contract d. Vehicles, whether self-propelled or not, or agreement that indemnifies a railroad for maintained primarily to provide mobility to "bodily injury" or "property damage" arising permanently mounted: out of construction or demolition operations, within 50 feet of any railroad property and (1) Power cranes, shovels, loaders, diggers or affecting any railroad bridge or trestle, tracks, drills; or road-beds, tunnel, underpass or crossing. (2) Road construction or resurfacing However, Paragraph f. does not include that equipment such as graders, scrapers or part of any contract or agreement: rollers; (1) That indemnifies an architect, engineer or e. Vehicles not described in a., b., c. or d. above surveyor for injury or damage arising out of: that are not self-propelled and are maintained (a) Preparing, approving, or failing to primarily to provide mobility to permanently prepare or approve, maps, shop attached equipment of the following types: drawings, opinions, reports, surveys, (1) Air compressors, pumps and generators, field orders, change orders or drawings including spraying, welding, building and specifications; or cleaning, geophysical exploration, lighting (b)Giving directions or instructions, or and well servicing equipment; or failing to give them, if that is the (2) Cherry pickers and similar devices used to primary cause of the injury or damage; raise or lower workers; or f. Vehicles not described in a., b., c. or d. above (2) Under which the insured, if an architect, maintained primarily for purposes other than engineer or surveyor, assumes liability for the transportation of persons or cargo. an injury or damage arising out of the However, self-propelled vehicles with the insured's rendering or failure to render following types of permanently attached professional services, including those listed equipment are not "mobile equipment" but will in (1) above and supervisory, inspection, be considered "autos": architectural or engineering activities. 13."Leased worker" means a person leased to you (1) Equipment designed primarily for: by a labor leasing firm under an agreement (a) Snow removal; between you and the labor leasing firm, to (b) Road maintenance, but not perform duties related to the conduct of your construction or resurfacing; or business. "Leased worker" does not include a (c) Street cleaning; "temporary worker". HG 00 01 09 16 Page 19 of 21 (2) Cherry pickers and similar devices (2) Work that has not yet been completed or mounhed on automobile or truck chassis abandoned, However, "your work" will be and used to raise or lower workers; and deemed completed at the earliest of the 3) Air compressom, pumps and Aeneratons, following times: including mpnayinQ, welding, building (a) When all of the work called for in your c|eaning. geophysical exploration, lighting contract has been completed. and well servicing equipment, (b)When all of the work tobe done atthe � However. "mobile equipment" does not include job site has been completed if your | any land vehicle that is subject to a compulsory contract naUn for work at more than / or financial responsibility law or other motor one job site. vehicle insurance law vvhane it is licensed or � (c) VVhen that part of the work done at � principally garaged. Land vehicles subject to o � � ' job site has been put to its intended � compulsory or financial responsibility law orother use by any person or organization motor vehicle insurance |avv are considered "autos". other than another contractor or subcontractor working on the same 16.''Qccurnmnoe" means an mcridant, including project. continuous orrepeated exposure toSubstantially Work that may need service the same general harmful conditions ' � muinhenance, correution, repair or ' 17."Pensmno/ and advertising injury" means nap|acemant, but which is otherwise injury, including consequential "bodily injury", comp|ate, will bo treated oe completed. � arising out of one or more of the following b. Does not include "bodily injury"�ury" or "property offenses: damage" arising out of: ! a False detention �' ' � (1) The transportation of property, unless the b. Malicious prosecution; injury or damage arises out of a condition � o. The wrongful eviction from, wrongful entry in or on e vehicle not owned or operated into, or invasion of the right of private by you, and that condition was created by occupancy of e room, dwelling or premises the "loading or unloading" of that vehicle that a person or organization occupiea, by any insured; committed by or on behalf of its owner, (2) The existence of hoo|o. uninoteUed landlord orlessor; equipment or abandoned or unused d. Dnai vvhMen or electronic pub|ioation, in any materials; or mannor, of material that slanders or libels u (3) Products or operations for which the person or organization or disparages a c|aaeifiootion. listed in the Declarations or paramn'sororganizotion's gonds, products or in policy Schedule, states that products- aemioes; completed operations are subject to the e^ Dna[ written or electronic pub|ivation, in any General Aggregate Limit. manner, of meharie| that vio|uhan a person'o 20."Pnoperty damage" means: � right ofprivany� ' u. Physical injury to tangible property, including� Copying, in your "adve�isoment'. a persnn's oU resulting loss of use of that property. All or organioation's "advertising idea" or style of such |oeo of use shall be deemed to occur at "advertisement"; or the time of physical injury that caused it; 8. Infringement of cmpyhQht, s|oQon, or title of or any literary or artistic work, in your"advertisement". �. Loss of use of tangible property that is not � physically injured. All such |oao of use shall 18."PVUutanta" mean any solid, |iquid, gaseous or be deemed to occur at the time of the thermal irritant or contaminant, including smoke. "occurrence" that caused it. vapor, soot, fumes, acids, alkalis, chemicals ' ' ' As used in this definition computerized or waste. Waste includes materials to be naoyo|ed, electronically stored data, programs or software �reconditioned nrreo|eimed 'are not tangible property. Electronic data means 19."Prod ucts-oornp|etad operations hazard": information, facts orprograms: m. Includes all "bodily injury" and "property a. Stored aso,mn damage" occurring away from premises you ' � Created or own or rent and arising out of "your product" ' ' or"your work" except: o. Transmitted toorfrom; (1) Products that are still in your physical computer eoftwere, including systems and possession; or applications softwere, herd or floppy disks, CD- Page 2Omf21 HGO0O1O916 ROMS, tapes, drives, cells, data processing 25. "Your work": devices or any other media which are used with a. Means: electronically controlled equipment. (1) Work or operations performed by you or 21."Suit" means a civil proceeding in which on your behalf; and damages because of "bodily injury", "property (2) Materials, parts or equipment furnished in damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" connection with such work or operations. includes: b. Includes a. An arbitration proceeding in which such (1) Warranties or representations made at damages are claimed and to which the any time with respect to the fitness, insured must submit or does submit with our quality, durability, performance or use of consent; or "your work", and b. Any other alternative dispute resolution (2) The providing of or failure to provide proceeding in which such damages are warnings or instructions. claimed and to which the insured submits with our consent. 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker" means a person who a. Is not your"employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b)Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. HG 00 01 0916 Page 21 of 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMPENSATION T EXTENDEDTd Policy Number: 57 WEC ZT2722 Endorsement Number: Effective Date: 01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: BMI IMAGING SYSTEMS, INC. 1115 E ARQUES AVE SUNNYVALE CA 94085 Section I of this endorsement expands coverage provided under WC 00 00 00, Section 11 of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION 1 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART -THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART -SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Liberalization 2 Hazards SECTION II 2 03 Waiver of Our Right to Recover from 4 VOLUNTARY COMPENSATION 2 Others INSURANCE 04 Foreign Voluntary Compensation 4 05 Voluntary Compensation Insurance 2 A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We Will Reimburse 4 B. We Will Pay 3 C. Exclusions 4 C. Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT H. Endernic Disease 5 06 Employers' Liability Stop Gap 3 05 Longshore and Harbor Workers' 5 Coverage Compensation Act Coverage A. Stop Gap Coverage Limited to 3 Endorsement Montana, North Dakota, Ohio, SECTION III 6 Washington, West Virginia and 01 Schedule of Covered States 6 Wyoming Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 1 of 6 Process Date: 11/22/18 Policy Expiration Date: 01/01/20 O 2000, The Hartford � SECTION PARTS ONE and TWO PARTTHNEE 2 HnxvThis Insurance/4pp|ies 1. VV� VV|LL��L�OP�Y ' D. VV� VNU ��|�o Pay of Port One (VVORKERS. Paragraph 4. of A. How This Insurance Applies of ' COMPENSATION |NSURANCE); and Part 3 (Other States Insurance) is replaced by the following:E. WeWillAlso Pay of Part Two4 |f you have work on the effective date this (EMPLOYERS' LIABILITY INSURANCE) is � ~ ' replaced by the foUmwing policy in any state not |iehad in Item 3.A. of the � Information Poga, coverage will not be afforded We Will Also Pay for that state unless we are notified within sixty We will also pay these coote, in addition to days. other amounts payable under this inauranco, as part of any c|aim, proceeding, or suit we PART SIX defend: 3. Transfer Of Your Rights and Duties 1. reasonable expenses incurred at our C. Transfer (Jf Your F�iQhts and Duties ofpadLG request, |NCLUD|N<� loss ofearnings; (Conditionn) ia replaced by the following: 2. premiums for bonds to release Your rights or duties under this policy may not b* attachments and for appeal bonds in transferred without our written consent. bond amounts up to the limit of our liability under this insurance; If you die and we receive notice within sixty days we will cover your legal 3. litigation costs taxed against you; after your death.representative aoinsured. 4. interest on aiudgment as required by |a»» 4. Liberalization until we offer the amount due under this |aw and If we adopt a change in this form that would broaden ' the coverage of this form without extra charge. the 5. expenses vveincur. broader coverage will apply to this policy. |t will apply when the change becomes effective in your state. SECTION 11 VOLUNTARY COMPENSATION A0DEK0PLOY'ERS' 1 The bodily injury must occur in the United LIABILITY COVERAGE States of America, its territories or 5' Voluntary Compensation Insurance possessions, or Canada, and may occur elsewhere if the employee is a United States A. How This Insurance Applies or Canadian oitizen, or otherwise legal This insurance applies to bodily injury by resident, and legally empioyed, in the United accident or bodily injury by disease. Bodily States or Canada and temporarily away from injury includes resulting death. those places. 1. The bodily injury must be sustained by 4. Bodily injury by accident must occur during any officer or employee not subject tothe the policy period. workers' compensation |avv of any state 5. Bodily injury by disease must be caused or shown in Item 3./\. of the Information aggravated by the conditions of the Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. Form VVC9SO303B Printed inU.S.A. (Ed. 8/OO) Page 2ofG officer's or employee's employment. The /f the persons entitled to the benefits of this officer's or employee's |oat day of last insurance make a recovery from othem, they exposure to the conditions causing or must reimburse um for the benefits we paid them. � aggravating such bodily injury bydisease F. Employers' Liability Insurance ' must occur during the policy period. Part Two (Employers' Liability Insurance) applies B. VVe Will Pay to bodily injury covered by this endorsement as � We will pay an amount equal (othe benefits though the State of Employment was shown in | that would be required of you as if you and Item 3.A. of the Information Page. your employees were subject tnthe workers' This provision 5. does not apply in New Jersey or compensation law wfany state shown in Item Wisconsin. � 3.A. of the Information Page. We will pay � those amounts to the persons who would be EMPLOYERS' LIABILITY STOP �A� CO�� entitled to them under the law. 6. Employers' Liability Stop Gap Coverage C. Exclusion A� This coverage only applies in Montana. North � This insurance does not cover: Daknto, Dhio, VVeshinqton, West Virginia and 1. any obligation imposed by workers' Wyoming. . compensation or occupational disease B. pod One (Workers' Compensation Insurance) law or any similar |ovv. does not apply to work in states shown in 2. bodily injury intentionally caused or Paragraph Aabove. aggravated byyou. C. Part Two (Employers' Liability Insurance) applies � in the states, shown in Paragraph A as though ! 3� officers or employees who have elected they were shown in Item 3A of the '|nformotinn not to be subject to the state workers' � � compensation law. Page. 4. partners or mo|o proprietors not covered D. Part Two, Section C. Exclusions is changed by adding these exclusions. under the Standard Sole Proprietors. Partners, Officers and Others Coverage This insurance does not cover; Endorsement. 5. bodily injury intentionally caused or D. Before VVePay aggravated by you or in Ohio bodily injury resulting from on act which is determined by Before we pay benefits to the persons on Ohio ooud vv of have been committedentit|edtmthem. theymuet by you with the belief than an injury is 1. Release you and ua, in writing, of all substantially certain tooccur. Huvvever, the responsibility for the injury ordeath. coot of defending such claims or suits in Ohio 2. Transfer to us their right to recover from is covered. others who may be responsible for the 13. bodily injury sustained by any member of the � injury or death. flying onevv of any aircraft, 3. Cooperate with us and do everything 14. any claim for bodily injury with respect to � necessary to enable us to enforce the which you are deprived of any defense or right to recover from others. defenses or are otherwise subject to penalty If the persona entitled to the benefits of this because of default in premium under the insurance fail to do those things, our duty to provisions of the workers' compensation |ovv pay ends at once. If they claim damages or laws ofe state shown in Paragraph A. from you or from us for the injury or death. E. This insurance applies to damages for which you our duty to pay ends at once. one liable under West Virginia Code Annot. S 23- E. Recovery From Others 4-2. If we make a recovery from o(here, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will � pay the balance to the persons entitled toit. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8x}0) Page 3 of EXTENDED OPTIONS 1. Employers' Liability Insurance 4. Foreign Voluntary Compensation and Employers' Item 3.13. of the Information Page is replaced by Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers' Liability Insurance: This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. each state listed in Item 3.A. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily injury must occur in the course of employment necessary or incidental to work Bodily Injury in a country not listed in Exclusion C.1. of this by Accident $500,000 Each Accident provision. 3. Bodily injury by accident must occur during Bodily Injury the policy period. by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's last by Disease $500,000 Each Employee exposure to those conditions of your employment must occur during the policy OR period. B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does 1. voluntary payments for the benefits that not apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited. officers or employees were subject to any In this provision the limits are changed from workers' compensation law of the state of $500,000 to $1,000,000 in California. hire of the individual employee. 2. Unintentional Failure to Disclose Hazards 2. sums to which Part Two (Employers' Liability If you unintentionally should fail to disclose all Insurance) would apply if the Country of existing hazards at the inception date of your Employment were shown in Item 3.A. of the policy, we shall not deny coverage under this Information Page. policy because of such failure. C. Exclusions 3. Waiver of Our Right To Recover From Others This insurance does not cover: A. We have the right to recover our payments 1. any occurrences in the United States, from anyone liable for an injury covered by Canada, and any country or jurisdiction this policy. We will not enforce our right which is the subject of trade or economic against any person or organization for whom sanctions imposed by the laws or regulations you perform work under a written contract of the United States of America in effect as of that requires you to obtain this agreement the inception date of this policy. from us. 2. any obligation imposed by a workers' This agreement shall not operate directly or compensation or occupational disease law, indirectly to benefit anyone not named in the or similar law. agreement. 3. bodily injury intentionally caused or B. This provision 3. does not apply in the states aggravated by you. of Pennsylvania and Utah. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 4. liability for any cmnaequence, whether of America necessarily incurred ooa direct result direct or indineot, of war, inwaeion, act of of bodily injury. � Foreign enemy. hostilities (whether war Our reimbursement shall be limited oofollows: ! be declared or not), civil war. rebellion, � revo|ubon, insurrection or military or 1. to the amount by which such expenses usurped power. No endorsement now Vr exceed the normal coat of returning the � subsequently attached tu this policy shall officer or employee ifin good health, nr be construed an overriding or waiving 2� in the event of death, to the amount bywhich ! this limitation unless specific reference ia such expenses exceed the normal cost of . made thereto. returning the officer or employee if alive and / D. Before VVePay in good health. Before we reimburse you for the benefits to In no event shall our reimbursement exceed the the persons entitled to them, you must have bodily injury by accident limit shown in Item 3.B. them: of the Information Page as respects any one 1. na|eosn you and ue, in writing, of o such Vf�ceror employee vvhetherdead V/alive. responsibility for the injury ordeath, H. Endemic Disease 2. transfer to us their right to recover from The word "disease" includes any endemic others diaeaeee who may be responsible for their . injury ordeath, The coverage applies as if endemic diseases 3. cooperate with us and do everything were included in the provisions of the workers' necessary to enable us to enforce the compensation law. � right tu recover from others. 5. Longahpre and Harbor Workers' Compensation |f the persons entitled to the benefits paid fail Act Coverage to do these thinge, our duty to reimburse General Section C. Workers' Compensation Law ends atonce. |f they claim damages from ua ie replaced by the following: for the injury or d*ath, our duty to reimburse C. Workers' Compensation Law ends atonce. Workers' Compensation Law means the workers E. Recovery From Others or workers' compensation law and occupational If we make a recovery from othera, we will disease |avv of each state or territory named in keep an amount equal to our expenses of Item 3.A. of the Information PmQa and the recovery and the benefits we reimbursed. Longahore and Harbor Workers' Compensation We will pay the balance to the persons Aot (33 UGC Sections 901-950), |t includes any entitled to it. If persons entitled to the amendments to those |ovva that are in effect benefits make a recovery from othere, they during the policy period. |t does not include any � must repay us for the amounts that we have other federal workers or workers' compensation � reimbursed you. law, other federal occupational disease law orthe F. Reimbursement for Actual Loss provisions of any |avv that provide Sustained non000upetionu| disability benefits. This endorsement provides only for part Two (Employers' Liability Insurance), C. reimbursement for the loss you actually Exclusions, exclusion 8, does not apply to work sustain. In order for you to recover loss or subject to the Longnhmra and Harbor Workers' expenses under this reimbursement you Compensation Act. must: This coverage does not apply to work subject to 1. actually sustain and pay the |oea or the Defense Base Act, the Outer Continental expense in money after trial, or Shelf Lands Ant, or the Nonapproprieted Fund � 2. secure our consent for the payment of Instrumentalities Act. the loss orexpense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States Form VVCB9D3O3B Printed inU.S.A. (Ed. 8/O0) Page 5ofG SECTION III 1. SCHEDULE OF COVERED STATES B. If a state, shown in Item 3.A. of the Information A. This endorsement only applies in the states Page, approves this endorsement after the listed in this Schedule of Covered States. effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval C. Schedule of Covered States: CA Countersigned by Authorized Representative Form WC 99 03 03 S Printed in U.S.A. (Ed. 8/00) Page 6 of 6 CITY OF IQ PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of June 4, 2018 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and BMI Imaging Systems, Inc ("Contractor"), a Corporation for Large Map Scanning Services for the Planning Department 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30,2019 ("Contract Time"), unless terminated earlier as provided herein.Contractor's Services shall begin on .July 16,�2018 _ _ and shall be completed by June 30, 2019 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time,resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $7000 ("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 permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month, Within thirty(30) days of completion of Services,Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. Project large Map Scanning Services PAge I of 8 .1'rofessioraallConsufrirrg Conb•acis lYefsion:May 22.2018 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing; the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5,2 Contractor's Qualifications.Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor,and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIE ARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document or other information or work, in any medium(collectively,"Work Product"),prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered"works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. Project Large Map Scanning Services Page 2 of 8 ProfessionallConsalting Conb-acts/[Torsion:Mny 22,20I8 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked,or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights,City may use or modify the Work Product of 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. S. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment, 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers,press releases,posters, brochures,public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold Project Large Map Scanning Services Page 3 of 8 Professioit al/Corrserllirig Contracts/Version:Litvy 22,2018 harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the fallowing: (a) Breach of contract, obligations,representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury,property damage,or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service,mark or other proprietary or intellectual property rights of any third party, 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim., in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments,or the insurance or bond amounts required in the Agreement.Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement,a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the .Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice,purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. Project Large Map Scanning Services Page 4 of 8 ProJessionnUCotrsulting Contracts lVersion:Atgi?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 discrimination directed toward a job applicant, an employee,a City employee,or any other person,by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14.- PROJECT COORDINATION City Project Manager. The City assigns Abby Ayende,Management Analyst _ 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 Jim Detrick, Vice President 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 Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be Project large Map Scanning Services Page 5 of 8 Professional/Consulting Contracts/Version:bfay 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 often percent(10%)of the total time expended to date in the performance of the Services. 16, TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises,Contractor must continue to provide the Services pending resolution of the dispute.If the Parties elect arbitration,the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action,files a complaint or cross-complaint,or pursues arbitration,appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's 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 Large Map Scanning Services Page 6 of 8 ProfessiorrallCorrsullrng Contracts/Version:lfgj3 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 party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. S VERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties 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 terminated, 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 notico, 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 confirmed by a reputable overnight delivery service,on the fifth calendar day after deposit in the United States Mail,postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino To Contractor BMI Ima ing Systems,Inc 10300 Torre Ave.,Cupertino CA 95014 1115 Bast Arques Sumtyvale,CA 94085 Attention:Abb A ende Attention: Jim Detrick Email: abigaila@,cupertino.org Email:jdetrick r( bmiimagiug.coln 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract provisions of Cupertino 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 form by the City Attorney's Office_ Project Large Map Scanning Services Page 7 of g Professioiial/Cotisufling CorrtractslVersion:,Way 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 CITY OF CUPERTINO 13MI Imaging Systems,Inc A Municipal Corporation Name Jim Detrick Name Aarti Shrivastava Title Vice President Title Assistant City Matiager Date 6/6/19 'Date Tax I.D.No.: 94-1612389 VED AS TO ROCIO V.FIERRO Cupertino Acting City Attorney ATTEST: y G� GRACE SCHMIDT City Clerk f Project Large Map Scanning Services Page 8 of 8 ProJessionallConsalting Contracts lVersion:lfny 22,2018 (44 imaging systems Exhibit A Scope of Services BMI Imaging will implement a map/plan scanning methodology and overall work plan that will ensure the City of Cupertino Community Development Department's Planning Division (hereinafter "City") receives a data deliverable that will meet its stated requirements. This methodology incorporates best practices that have been tailored to: • Maintain the integrity and security of the historical hard-copy maps/plans while they are under BMI's custody, care and control; • Accommodate the size, condition and quality of the map/plan sheets; • Index the image files created for each map/plan using City-furnished metadata; • Ensure the City receives images of acceptable quality/completeness in the specified format, and in accordance with mutually agreed upon delivery schedules. The high-level snap/plan (hereinafter "document") processing tasks are as follows: 1) Pre-production tasks b) Document reassembly 2) Document pickup 7) Document indexing 3) Shipment receipt and reconciliation S) Data formatting 4) Document preparation 9) Data and document delivery 5) Document scanning Each of the processing tasks is described briefly below: 1) Pre-Production Tasks During this initial phase of the project, the criteria for the subsequent production effort will be established and agreed upon, and procedures will be implemented to ensure compliance with City's processing and delivery requirements. BMI will work closely with the City's designated project manager to complete the following pre-production tasks: a) Define the file pick-up and delivery schedule. BMI will work with the City to implement a schedule that will allow the documents to be accurately and efficiently processed within a reasonable turn-around time, and without significant disruption to City staffs daily work processes; b) Define the shipping documentation requirements; c) Complete a "Milestone 1" (proof of concept) file processing phase, during which a small portion the documents will be fillly processed and delivered for the City's review and acceptance prior to moving on to the fall-production phase of the project. 2) Document Pick-Up BMI provides a high level of care for its client's records and takes responsibility for maintaining the condition of the materials while they are under its custody, care and control. BMI will utilize its own vehicles and personnel to pick up the City-boxed documents from City Hall at 10300 Torre Avenue in Cupertino. (4A imaging systems 3) Shipment Receipt, Reconciliation and Tracking The received boxes will be reconciled with the transportation manifest and logged into Unity, a BMI-developed production control and workflow/reporting system that utilizes barcode technology to closely track each unit through the various production process flows. 4) Document Preparation BMI and the City will share responsibility for preparing the documents for the scanning and indexing processes. The preparation will include the following tasks: ID Task Description Owner 1 Creation and insertion of a barcoded document ID sheet created using City BMI's OnLine Indexing System (OLIS)prior to each document. 2 Removal of any sheet fasteners that would prevent the documents BMI from being scanned using a large-format, rotary document feeder 3 Repair of torn pages using clear tape in instances where the tear BMI would affect the feeding process or completeness of the image 5) Document Scanning BMI will utilize a Context large-format scanner for the 600 DPI color capture of all documents on a sheet-by-sheet basis. A mylar sleeve will be used as necessary to protect exceptionally fragile documents during the scanning process. 6) Document Reassembly Following the scanning process,the documents will be re-rolled,rubber-banded and placed back within the boxes they were submitted in. 7) Document Indexing The image files created for each document during the scanning process will be indexed using the information conveyed by the City-inserted OLIS barcode sheets. 8) Data Formatting The image file and document index data will be formatted for import into the City's Laserfiche system using the software's "List pile" import utility. Prior to BMPS completion of the data formatting process, the City will furnish a written specification that conveys the Laserfiche document indexing, foldering and naining requirements. 9) Document and Data Delivery The Laserfiche data deliverable (image files and the associated.Laserfiche List file) will be saved to a USB thumb drive and delivered along with the scanned hard-copy documents to City Hall at 10300 Torre Avenue in Cupertino via BMI delivery vehicles and personnel. Appropriate shipping documentation will accompany all deliveries. BMI will work with City staff to establish a delivery schedule that minimizes any impact on normal business activities. ( (A imaging systems Exhibit B Schedule of Performance Included below is a preliminary project timeline based upon a forecasted project start date of Monday, July 16, 201 S. ID Activity Start Date End Date 1 Document Pick-Up 07/16/2018 07/16/2018 2 Deliver"Milestone 1"Proof of Concept Data Sample 07/30/2018 07/30/2018 3 Obtain City's Approval of the Milestone 1 Sample Data 08/01/2018 08/01/2018 4 Complete Full-Production Processing 08/01/2018 08/24/2018 S Document and Data Delivery 08/27/2018 08/27/2018 (4A imaging systems Exhibit C Compensation Service Description Unit Price Large-format Map Scanning Services Includes project setup, 600 DPI color scanning to JPEG format, Laserfiche data formatting,recording of data deliverable to BMI- furnished USB thumb drive and pick-up/delivery{2 trips). Up to and including the first 100 sheets: $5,000.00/lot Over and above 100 sheets: $35.00/sheet Payment terms: Net 30. EXHIBIT D 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 mpum Ui17S REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance,provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. AutomohileLiability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. O Not required. Consultant has provided written verification of no employees. 4 Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five(5) years after completion of the Services. c. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase"extended 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 Forma Updated Fch.2018 1 Additional Insured Status The City of Cupertino, its City Council, officers,officials, employees, agents, servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insumce. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M.Best Rating of A VII,orbetter. Veri frcation of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience,insurer or other special circumstances, with not less than ninety(90) days prior written notice. Exh.D-Insurance Requirements.for Design Professionals & Consithants Contracts Form Updated Feb. 2018 2 BMI IMAG-01 MAHDA1 AC[JRL7�° CERTIFICATE OF LIABILITY INSURANCE . p 0 611TII 41 20 1 8Y) �--�—' ofr14r2o1f� THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED 13YTHE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(lea)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION 15 WAIVED, subject to the terms and condiflons of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the cortlfICate holder in lieu of such endorsements). PRODUCER License 9 0664249 0FT Dan Mahoney Heffernan Insurance Brokers PHONE Fax 101 Second Street,Suite 120 fA1c,Ne,Exl;(707)789.3072 93072 (AIc,Na): PetalCll ft;-CA 94952-....... ._._.. ._ .. anM ht3ffins.coln..................... ---r- -------------- ........ ... INSURERS AFFORDING COVERApIa NAIC# INSURER A:Hartford Accident&lndetnnl 22357 I INSIJREA INWRER13:Hartford Casualty Insurance Company 29424 BIV11 Imaging.Systemss,Inc. INSURER0:Hartford insurance Company of the Midwest 37478 1116 East Arques INSURER D: Sunnyvale,CA 94085 INeURER E: INSURER F: COVERAGES CERTIFICATE NUMB R: REVISION NUMBER: THIS 0 TO CERTIFY THAT THE POLIC[FiS OF INSURANCE LISTED 13ELOW HAVE BEEN ISSUED TO THE INSURED FAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS GE13T1FICATE MAY BE ISSU1=D OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESI FRIBED HEREIN IS SUBJECT Tc}ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPEDFINSURAHGE ADDL SUER POLIGY NUMBER POLICY EFF -POLICY EX 1NSn VUVB aD lnnrYYYY LIMITS A X cOMMEILCIALerNrKALLIA13IL1TV EACH OCCURRENCE $ 11000,000 CLAIMS-MADE }( OCCUR 57UU'QTM2431 01/1512018 0111512019 DAMAGE TO RSNTE❑ 300,004 X PREMISES Ea occurre"Ca) $ X Per Loc.Aggregate MED EXP(Anyone,Person $ 101000 PERSONAL&ADV INJURY 1,000,000 GENCAGGREGATE LIMIT APPLIES PER: GENERALAGGREOATE $ 2,000,000 POLICY❑ffr LOC PRODUCTS-COMPIOPAGG 2,000,1100 OTHER: A AUTOMOnILE LIABILITY EO�BcIIf�Ee INGLE LIMIT $ 1,000,000 X ANY AUTO 57UUQTM2431 0111s12018 01M612019 BODILY INJURY Per arson $ O1NNt=D SCFIEpULE€1 AAEURRTDSONLY AUUTOS�fNp❑ BODILY INJURY Peruaddeni $ AUTDB ONLY INiNI OILY ROPI IZ �IAPAROE $ Peracd N X UMBRELLA LIAR X OCCUR EACH OCCURRENCE 4,000,000 EXCESS LIAa CLAIMS-MME 67XHQYC8604 011/6/2018 -0111612019 AGGREGATE $ 4,000,000 DPD X I RETENTION$ 10,000 WORKERS YRLTALOES MA IIIY X GR P OR- ANYPROPRIErORIPARTNERrExECurIVE YIN X 57WEQZT2722 011011201E 01/0112019 1,000,000 O anda FIFR1,1y1EMW I EXCLUDED? NIA E.L.EACH ACCIDENT $ ( fOryinNHl I:,L.DISEASI -EA EMPLOYE 13Oo0,000 Ryes descfi4a under 1,000,000 D Y RIPTION OF OPERATIONS below E,L.DISEASE-POLICY LIMIT DESGRIPTION OF OPERATIONS I LOCATIONS I Vf lllcLES(ACORD 101 Add€1€enal Remarks Schodule,lnay 6o attavhod if€ROre aP:soo is re aired} Re.-.As Per Contract or Agreement on File with Insured.T6 City of Cupertino,its City Council,Officers,offlclals,employees,agents,servants and volunteers are included as an additional insured(primary and non-contributory)on General Liability policy per the atfached policy form,If required.Waivers of Subrogation aro Included out Workers Compensation policy per the attached endorsement,and the Goneral Llability policy per attached policy form,if required. This cortificate supersedes previously issued certfficato. CERTIFICATE HOLIER CANCELLATION SHOULD ANY OF THE A13OVE DESCRIBED POLICIES BE CANCEI LEI)PIRFORE City of Cupertino ACCORDANCE?WITH THE POLICYROATE VIS ONgCE WILL BE DELIVERED IN 10300 Torre Avenue Cupertino,CA 96014 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) ©1988-2015 ACORD CORPORATION, Ail rights reserved. The ACORD narno and logo are registered marts of ACORD Policy No. 57UUQTM2431 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions In this policy restrict coverage. Read (2) The"bodily injury"or"property damage"occurs the entire policy carefully to determine rights, duties and during the policy period; and what is and Is not covered. (3) prior to the policy period, no insured listed Throughout this policy the words"you"and "your" refer to under paragraph 1, of Section [I'--Who is An the Named Insured shown In the beclarations, and any Insured and no"employed'author)zed by you to other person or organization qualifying as a Named give or receive notice of an "occurrence" or Insured under this policy. The words"we", "trs" and "our" claim, knew that the "bodily injury" or "property refer to the stock Insurance company member of The damage" had occurred, in whole or In part. If Hartford providing this insurance, such a fisted insured or authorized "employee' The word "Insured" means any person or organization knew, prior to the policy period, that the "bodily qualifying as such under Section II--Who is Art Insured. Injury"or"property damage" occurred, than any Other wards and phrases that appear in quotation marks continuation, change or resumption of such"nadily injury" or "property damage" during or have speolal meaning.Refer to Seotivn V—Definitions.- after the policy period will be deemed to have SECTION t COVERAGES been known prior to the policy period, COVERAGE A BODILY INJURY AND PROPERTY c. "Bodffy Injury"or"proparty damage"will be deemed 13AMAGE LIABILITY to have been known to have occurred at the 1. Insuring Agreement earliest time when any Insured listed under a. We will pay those sums that the insured becomes Paragraph 1. of Section II --Who is An insured orany "employee" authorized by you to give or legally obligated to pay as damages because of receive notice an"occurrence"or claim: bodily injury or property damage to which this Insurance applies. We will have the right and duly (1) Reports all, or any part, of the "bodily injury" or to defend the insured against any "suit" seeking "property damage"to us or any other Insurer; those damages,.However, we will have no duty to (2) Receives a written or verbal demand or claim defend the Insured against-'any "suit' seeking for damages because of the "bodily Injury" or damages for"bodily Injury„or"property damage"to "property damage", or which this insurance does not apply. We may, at (g) Becomes aware by any other means that. our discretion, investigate any "occurrence" and "bodily injury" or "property damage" has settle any claim or"suit"that may result,But, occurred or has begun to occur. (1) The amount we will pay for damages is limited d. bamages because of "bodily Injury" include as described in Section III — limits of damages claimed by any person or organization for Insurance;and care,loss of services or death resulting at any time (2) Our right and duty to defend ends when we frorn the"bodily injury". have used up the applicable limit of insurance in o. Incidental Medical Malpractloo the payment of Judgments or settlements under Coverages A or E or medical expenses under (1) "Bodily injury" arising Cut of the rendering of or Covorage R. failure to render professional health cars No Other obligation- or liability to pay sums or services as a physiclan, dentist, nurse, performacts or services [s covered unless explicitly emergency medical teehnlefan or paromedlo shall be deemed to be caused by an provided for under Supplementary Payments -- "occurrence", but only if: Coverages A and S. b. This Insurance applies to "bodily Injury" and (a) The physician, dentist, nurse, emergency "property damage"only if. medical technician or paramedic is employed by you to prov[de such services; (1) The "bodily injury" or "property damage!' is and caused by an "occurrence" that takes place In (b) You are not engaged in the business or the"coverage territory"; occupation of providing such services. HG 00 0106 aS Page 1 of 18 O 2005 The Hartford (includes copyrighted matorial of Insurance Services Offlce, Inc.with its permission) (2) For the purpose of determining the limits of d. Workers'Compensation And Similar Laws insurance for incidental medical malpractice, Any obligation of the Insured under a workers' any act or omisslon together with all related acts compensation, disability benefits or unemployment or omissions in•the furnishing of these services compensation law or any similar law, to any one person will be considered one "occurrence". e. Employer's Liability 2. Exclusions `Bodily injury"to: This insurance does not apply to: (1) An"employee"of the insured arising out of and a. Expected C}3'intended Injury in the course of: "Bodily injury" or "property damage" expected or (a) Employment by the insured;or Intended from the standpoint of the Insured. This (b) Performing duties related to the conduct of exclusion does not apply to "bodily injury" or the insured's business;or "property damage" resulting from the use of (2) The spouse, child, parent, brother or sister of reasonable force to protect persons or property. that "employee" es a consequence of b, Contractual Liability Paragraph(1)above. "Bodily Injury" or"property damage"for which the This exclusion applies: insured is obligated to pay damages by reason of (1) Whether the Insured may be liable as an the assumption of liability in a contract or . employer or In any other capacity;and agreement.This exclusion does not apply to liability (2) To any obligation to share damages with or for damages: repay someone else who must pay damages (1) That the Insured would have in the absence of because of the injury. the contract or agreement;.or This exclusion does not apply to liability assumed (2) Assumed in a contract or agreement that is an by the insured under an"Insured contract". "Insured contract",provided the"bodily injury"or f. pollution "property damage" occurs subsequent to the (1) "Bodily injury" or "property damage" arising out execution of the contract or agreement. Solely of the actual, alleged or threatened discharge, for the purposes of liability assumed in an dispersal, seepage, migration, release or "Insured contract',reasonable attorney fees and necessary litigation expenses Incurred by or for escape of"polJutanfs": a party other than an insured are deemed to be (a) At or From any premises, site or location damages because of"bodily injury"or"property which is or was at any time owned or damage",provided; oocupled by, or rented or loaned to, any (a) t lability to such party for, or for the cost of, insured. However, this subparagraph does that party's defense has also been assumed not apply to: in the same"Insured contract",and (l) "Bodily Injury" If sustained within a (b) Such attorney fees and litigation expenses building and caused by smote, fumes, are for defense of that party against a civil or vapor or soot produced by or originating alternative dispute resolution proceeding in from equipment that Is used to heat, cool which damages to which this insurance or dehumloify the building, or equipment. applies are alleged, that Is used to heat water for personal c. Liquor Liability use, by the building's occupants or their y guests; "Bodily injury„ or "property damage" for which any (€1) "Bodily injury",or "property damaga" for Insured may be held liable by reason of: which you may be held liable, if you are a (1) Causing or contributing to the Intoxication of any contractor and the owner or lessee of person; such premises, site or locatlon has been (2) The furnishing -of alcoholic beverages to a added to your policy as an additional person under the legal drinking age-or under the insured with respect to your angoing Influence of alcohol;or operations performed for that additional (3) Any s#a#ute, ordinance or regulation relating to insured at that premises, site or location and such premises, site or location is net the sale, gift, distribution or use of alcaltaiic beverages, and never was owned or occupied by, or rented or loaned to, any Insured, other This exclusion applies only if you are in the than that additional insured;or business of manufacturing, distributing, selling, serving orfurnishing alcoholic beverages. Page 2 of 48• 1•iC 00 0106 05 (ill) 'Bodily Injury" or "property damage!' (e) At or from any premises, site or location on arising out of heat, smoke or fumes from which any insured or any contractors or a"hostile fire"; subcontractors working directly or Indirectly (b) At or from any premises, site or location on any Insured's behalf are performing which is or was at any time used by or for operations if the operations are to test for, any Insured or others for the handling, monitor, clean up, remove, contain, treat, storage,disposal, processing or treatment of detoxify or neutralize, or in any way respond waste; to,or assess the effects of,"pollutants". (c) Which are or were at any time transported, (2) Any loss,cost or expense arising out of any: handled, stored, treated, disposed of, or (a) Request, demand, order or statutory or processed as waste by or for; regulatory requirement that any insured or (1) Any 1nabred; or others test for, monitor, clean up, remove, contain, treat, deloxify or neutralize, or in (ii} Any person or organization far wham you any way respond to, or assess the effects of, may be legally responsible; "pollutants"; or (d) At or from any premises, site or location on (b) Claim or cult by or on behalf of a which any Insured or any contractors or governmental authority for damages suboontractors working,dlrectly or Indirectly because'of testing for, monitoring, cleaning on any Insured's behalf are performing up, removing, containing, treating, operations If the "pollutants" are brought on detoxifying or neutralizing, or In any way or to the premises, site or looatlon In responding to, or assessing the effects of, connection with such gperations by such "pollutants". Insured, contractor or subcontractor. However, this subparagraph does not apply However, this paragraph does not apply to to: liability for damages because of "property (i} "Bodily injury" or "property damage" damage" that the Insured would have in the absence of such request, demand, order or arising out of the escape of fuels, statutory or regulatory requirement, or such lubricants or other operating ifuids which claim or"suit"by or on behalf of a governmental are needed to perform the normal authority, electrical, hydraulic or mechanical functions necessary for the operation of g� Aircraft,Auto Or Watercraft "mobife equipment" or Its parts, If such "Bodily Injury" or"property dama9d' arising out of fuels, lubricants or other operating fluids the ownership, maintenance, use or entrustment to escape from a vehicle part designed to others of any aircraft, "auto"of watercraft owned or hold, store or receive them. This operated by or rented or loaned to any insured.Use exception does not apply If'the "bodily includes operation and"loading or unloading". Injury"or"property damage"arises out of This exclusion applies even•If the claims against the intentional discharge, dispersal or any insured allege negligence or other wrongdoing release of the fuels, lubricants or other In the supervision, hiring, employment, training or operating fluids, or if such fuels, monitoring of others by that insured, if the lubricants or other operating fluids are "occurrence" which caused the "bodily Injury" or brought on or to the premises, site or "property damage" involved the ownership, location with the intent that they be maintenance, use or entrustment to others of any discharged,dispersed or released as part aircraft, "auto" or watercraft that is owned or of the operations being performed by operatod by or rented or loaned to any insured. such insured, contractor or subcontractor; . This exclusion does not apply to: (li) "Bodily injury" or "property damage" (1) A watercraft while ashore on premises you own sustained within a building and caused or rent; by the release of gases,fumes or vapor's (2) A watercraft you do not own th at is: tram materials brought Into that building (a) Less than 51 feet long, and in connection with operations being (b) Not being used to carry persons for a performed by you or on your behalf by a contractor or subcontractor;or charge; (lit) "Bodliy Injury" or "property damage" (3) Parking an "auto" on, or on the ways next Ito, arising out of heat, smoke or fumes from premises you own or rent, provided the auto is a"hostile fire'; or not owned by or rented or loaned to you or the insured; HG 00 0106 06 page 3 of 18 (4) Liability assumed under any "insured contract" working directly or Indirectly on your behalf are for the ownership, maintenance or use of performing operations, If the"property damage" aircraft or watercraft; arises out of those operations;or (6) "Bodily injury" or"property damage" arising out (6) That particular part of any property that must be of the operation of any of the equipment listed In restored, repaired or replaced because "your Paragraph f,(2) or f.(3) of the definition of work"was Incorrectly performed on It. "mobile equipment"; or Paragraphs (1), (3)and(4) of this exclusion do not (6) An aircraft that is not owned by any Insured and apply to "property damage" (other than damage by Is hired, chartered or loaned with a paid crew. fire) to premises, Inciudltlg the contents of such However, this exception does not apply If the premises, rented to you for a perlod of 7 or fewer Insured has any other insurance for such"bodily consecutive days, A separate limit of Insurance injury" or"property damage", whether the other applies to Damage To Promises Rented To You as insurance is primary, excess, contingent or on described In Section 111 Limits Of Insurance. any other basis. Paragraph(2)of thl�exclusion does not apply If the It. Mobile Equipment premises are"your work"and were never ocoupied, "Bodily Injury"or"property damage='arlsing out of: rented or held for rental by you. (1) The transportation of"mobile equipment" by an Paragraphs (3) and (4) of this exclusion do not "auto"owned or operated by or rented or loaned apply to "property damage'. arising from the use of to any Insured;or elevators. (2) '"he use of "mobile equipment" In, or while In Paragraphs (3), (4), (6) and (6) of this oxcluslon do practice for, or while being prepared for, any not apply to llablllty assumed under a sidetrack prearranged racing, speed, demolition, or agreement. stunting activity, Paragraphs (3) and (4) of this exclusion do not 1. War apply to"property damage"to borrowed equipment "bodily injury" or "property. damage", however while not being.used to perform operations at the caused,arising, directly or indi roctly, out of: job site. (1) War,Including undeclared or civil war; Paragraph (6) of this exclusion does not apply to property damage Included In the "products (2) Warlike action by a military force, Including completed operations hazard". action In hindering or defending against an k. Damage To Your Product actual or expected attack, by any government sovereign or other authority using rnilltary "property damage"to"your product"arising out of it personnel or other agents;or or any part of It, (3) lnsurreoWn, rebellion, rovolutlon, usurped I. Damage To Your Work power, or action taken by governmental "Property damage"'to"your work"arising out of it or authority In hindering or defending against any any part of It and Included in the "products- of these, completed operations hazard". j. Damage To Property This exclusion does not apply If the damaged work "Property da►nage"to: or the work out of which the damage arises was (1) Property you own,rent,or occupy,Including any performed on your behalf by a subconfroctor. costs or expenses incurred by you, or any other rrt. Damage To Impaired Property Or Property.Not person, organization or entity, for repair, Physically inured I replacement, enhancement, restoration or "Property damage" to "impaired property" or maintenance of such property for any reason, property that has not been physically Injured, including prevention of injury to a person or arising out of, damage to Fanother's property; (1) A defect, deflclency, Inadequacy or dangarous '(2) Premises you sell, give away or abandon, If tho condition in"your product"or"your work';or "property damage" arises out of.any putt of (2) A delay or failure by you or anyone acting on those premises; your behalf to perform a contract or agreement (3) Property loaned to you; in accordance with its terms. (4) personal property In the care, custody or control This exclusion does not apply to the loss of use of . of the Insured; other property arising out of sudden and accidental (5) That particular part of real property on which physical Injury to"your product"or"your work"after you or any contractors or subcontractors It has been put to its intended use. Page 4 of 1a HC 00 0106 06 n. Recall Of Products, Work Or Impaired kind to persons or property which would not Property have occurred in whole ar in part but for the Damages olalmed for Any loss, cost or expense "asbestos hazard"; , Incurred by you or others for the loss of use, (b) Arise out of any request, demand, order or withdrawal, recall, Inspection, repair, replacement, statutory or regulatory requirement that any adjustment, removal or disposal of insured or others test for, monitor, clean up, (1) "Your product"; remove, encapsulate, contain, treat, detoxify (2) 'Your work";or or neutralize or In any way respond to or assess the effects of an asbestos hazard"; (3) "Impaired property"; or if such product, work, or property is withdrawn or (c) Arise out of any claim or suit for damages recalled from.the market or from use by any person because of testing for, monitoring, cleaning or organization because of a known or suspected up, removing, encapsulating, .containing, defect, deficiency, inadequacy or dangerous treating, detoxifying or neutralizing or in any condition In it. - way responding to or assessing the effects o, Personal And Advertising Injury of an"asbestos hazard". "Bodily Injury' arising out of "personal and Damage To Promises Rented To You — Exception advertising injury". For Marriage By Flro,t.Ightnhtg Or Explosion Pa Electronic Data EXCIIIsions c. through h. and J.through n. do not apply Damages arising out of the loss of, foss of use of, to damage by fire, lightning or explosion to premises damage to, corruption of, Inability to access, or while rented to you or temporarily occupied by you with Inability to manipulate electronic data, permission of the owner.A separate limit of Insurance applies to this: coverage as described in Section III As used In this exclusion, electronic data means Limits Of Insurance. information, facts or programs stored as or on, ` created or used on, or transmitted to or.from COVERAGE 13 PERSONAL AND ADVERTISING computer software, including systems and INJURY LIABILITY applications software, hard or floppy disks, CD- 1• Insuring Agreement ROMS, tapes, drives, cells, data processing a. We will pay those sums that the insured becomes devices or any other media which are used with legally obligated to pay as damages because of electronically controlled equipment. "personal and advertising injury" to which this q. Employment-Related Practices insurance applies. We will have the right and duty to derand the Insured against any "suit" seeking "Bodily injury"to: those damages. However, we will have no duty to -('I) A person arising out of any "employment-- defend the Insured against any „suit" seeking related practices";or damages for "personal and advertising Injury.' to (2) The spouse, child, parent, brother or sister of which this Insurance dons not apply. We may, at that person as a consequence of"bodily Injury" our discretion, Investigate any offense and settle to that person at whom any "employment- any claim or"suft"that may result. But: related practices"are directed, (1) The amount we will pay for damages Is limited This exciusion applies: • as described In Section III -- Limits Of (1) Whether the Insured may be liable as an Insurance;and employer or In any other capacity;and (2) Our right and duty to defend end when we have (2) To any obligation 'to share damages with or used up the applicable limit of Insurance in the repay someone else who must pay damages payment of judgments or settlements under because of the injury. Coverages A or B or medical expenses under Coverage C. w, Asliestas No other obligation or liability to -pay sums or (1) "Bodily injury" or"property damage" arising out perform acts or services is covered unless explicitly of the"asbestos hazard". provided for under Supplementary Payments - (2) Any damages, judgments, settlements, toss, Coverages A and S. costs or expenses that: b. This Insurance applies to"personal and advorttsing (a) May be awarded or incurred by reason of lhjury" caused by an offense arising out of your any claim or suit alleging actual or business but only if the offense was committed In threatened injury or damage of any nature or the"coverage territory"during the policy period. lie 00 09 06 05 Page 5 of 18 2. 8xcluslons (2) Slogan, unless the slogan Is also a trademark, This insurance does not apply to: trade name, service mark or other designation A. Knowing Violation Of Rights Of Another of origin or authenticity;or "Personal and advertising Injury" arising out of an (3) Title of any literary or artistic work. offense committed by, at the direction or with the j• insureds In Media And lntornot Type consent or acquiescence of the insured with the Businesses expectation of Inflicting "personal and advertising "Personal and advertising Injury" committed by en Injury". Insured whose business Is: b, Material PLiblished With Knowledge Of Falsity (1) Advertising, broadcasting, publishing or "Personal and advertising Injury"arising out of oral, telecasting; written or electronic publication of material, if done (2) Designing or determining content of web sites by or at the direction of the Insured with knowledge for others;or ' of its falsity. (3) An Internet search, access, content or service c. Material Published PrIorTo Policy Period. provider. "Personal and advertising Injury" arising out of oral, However, this exclusion does not apply to written or electronic publication of material whose Paragraphs 17.a., b. and c. of "personal and first publication took place before the beginning of advertising injury"under the Definitions Section. ' the policy period. For the purposes of this exclusion, placing an d. Criminal Acts "advertisement"for or linl<ing to others on your web Personal and advertising injury arising out of a site, by itself, Is not considered the business of criminal act committed by or at the direction of the advertising, broadcasting,publishing or telecasting, insured. k. Electronic Chatrooms Or Bulletin Boards a, Contractual Liability "Personal and advertising injury" arising out of an "Personal and advertising injury" for which the electronic ahatroom or bulletin board the insured Insured has assumed liability In a contract or hosts, owns, or over which the insured exercises agreement,This exclusion does not apply to liability control. for damages that the Insured would nave in the 1. Unauthorized Use Of Another's Maine Or absence of the contract or agreement, Product f. Breach Of Contract "Personal and advertising Injury„ arising out of the "Personal and advertising injury" arising out of a unauthorized use of another's name or product In breach of contract, except an Implied contract to use your e-mail address, domain name or metatags, or anther's"advertising Idea"in your"advertisement". any other similar tactics to mislead another'.-3 g. Quality Or Performance Of Goods — Failure To potential customers. Conform`Co Statements M. Pollutlon "Personal and advertising Injury" arising out of the "Personal and advertising Injury" arising out of the failure of goods, products or services to conform actual, alleged or threatened discharge, dispersal, with any statement of quality or performance made seepage, migration, release or escape of In your"advertisement". "pollutants"at any time. h. Wrong Description Of Prices n. pollution-Related "Persona) and advertising injury" arising out of the ' ' Any loss,cost or expense arising out of any: wrong descriptlon of the price of goods, products or (1) Bequest, demand, order or statutory or services, regulatory requlrement that any insured or 1. infringement Of Intellectual Property Rights others test for, monitor, clean up, remove, „Personal and advertising injury„ arising out of any contain, treat, detoxify or neutralize, or•in any way respond to, or assess the effects of, violation of any intellectual property rights such se "pollutants"; or copyright, patent, trademark, trade name, trade (2) Claim or suit by or on behalf of a governmental secret, service marls or other designation of origin or authenticity. authority for damages because of testing for, However, this exclusion does not apply to monitoring, cleaning up, removing, containing, infringement in our"advertisornont",of: treating, detoxifying or neutralizing, or In any Y way responding to, or assessing the effects of, (1) Copyright; "pollutants". Page 6 of 18 HO 00 01 06 06 o. War (2) The spouse, child, parent, brother or sister of "Personal and advertising Injury", however caused, that person as a consequence of"personal and arising,directly or indirectly, out of advertising injury" to that 'person at whom any (1) War, including undeclared or civil war; employment-related practices are directed. (2) Warlike action by a military force, Including This exclusion applies: action in hindering or defending against an (1) Whether the insured may be liable as an adtUai or expdcted'attack, by any gdverrimeht, employer or in any other capacity; and . sovereign or other authority using military ( ) To any obligation to share damages with or personnel or other agents,or repay someone also who must pay damages (3) insurrection, rebellion, revolution, usurped power, because of the injury, or action taken by governmental authority In v. Asbestos hindering or defending against any of these. (1) "Personal and advertising injury" arising out of. p. Internet Advertisements And Content Of Others the"asbestos hazard". "Personal and advertising Injury"arising out of; (2) Any damages, judgments, settlements, loss, (1) An"advertisement"for others on your web site; costs or expenses that: (2) Placing a link to a web site of others on your (a) May be awarded or Incurred by reason of web slte; any elalm or suit alleging actual or (3) Content, including informallon, sounds, text, threatened injury or damage of any nature or graphics, or Images from a web site of others kind to persons or property which would not displayed within a frame or border an your web have occurred in whole or In part but for the "asbestos hazard"; site;or (h) Arise out of any request, demand, order or (4) Computer code, software or programming used statutory or regulatory requirement that any to enable: insured or others test for, monitor, clean up,- (a) Your web site;or remove, encapsulate, contain, treat, detoxify (b) The presentation or functionality of an or neutralize or In any way respond to or "odvertl ment" or other content on your assess the effects of an "asbestos hazard"; web site. or q. Right Of Privacy Created By Statute (c) Arise out of any claim or soft for damages "Personal and advertising Injury" arising out of the because of testing for, monitoring, cleaning violation of a persona right of privacy created by up, removing, encapsulating, containing, any state or federal act, treating, detoxifying or neutralizing or In any way responding to or assessing the effects However, this exclusion does not apply to flablllty of an"asbestos hazard". for damages that the insured would have In the COVIE iRAGE C MEDICAL PAYMENTS absence of such state or federal art. r. Violation Of Antl47rust law 7, Insuring Agreement "Personal and advertising Injury" arising out of a a. We will pay medical expenses as described below violation of any antitrust law, for bodily injury caused by tqn accident: s. Securities (1) On premises you own or rent; "Personal and advertising Injury" arising but of the (2) On ways next to premises you own or rent; or fluctuation in price or value of any stocks, bonds or (3) Because of your operations; other securities. provided that: f. Discrimination Or Humiliation (1) The accident takes place In the "coverage "Personal and advertising'Injury" arising out of territory"and during the policy period; disorimination or humiliation committed by or at the (2) The expenses are Incurred and reported to us direction of any "executive officer", director, within three years of the date of the accident; stockholder,partner or member of the Insured, and u. Errlployment-Related Practices (3) The injured person submits to examination, at "Personal and advertising Injury"to; our expense, by physicians of our choice as (1) A person arising out of any "employment- often as we reasonably require. related practices'; or HG 00 0106 05 Page 7 of 48 b. We will make these payments regardless of fault e. All costs taxed against the insured In the These payments will not exceed the applicable limit f, prejudgment Interest awarded against the Insured of insurance.We will pay reasonable expenses for: on that part of the judgment we pay. If we make an (1) First aid administered at the time of an accident; offer to pay the applicable limit of insurance,we will (2) Necessary medical, surgical, x-ray and dental not pay any prejudgment Interest based on that services,including prosthetic devices;and period of time after the offer. (3) Necessary ambulance, hosp€tal, professional g. All interest on the full amount of any judgment that nursing and funeral services. accrues after entry of the judgment and before we 2. Exclusions have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable We will not pay expenses far"bodily Injury": limit of insurance. a. Any Insured These payments will not reduce the I€mits of insurance. To any insured,except"volunteer workers". 2. If we defend an insured against a "suit" and an b. Hired Per€ran indemnitee of the insured Is also named as a patty to To a person hired to do work for or on behalf of any the "suit", we will defend that indemnitee if all of the insured or a tenant of any Insured, following conditions are met; c. Injury On Normally Occupied Premises a. The "suit" against the Indemnitoe seeks domages for which the Insured has assumod the liability of To a person injured on that part of premises you the indemnitee In a contract or agreement that Is an own or rent that the person normally occupies. "Insured contract`; d. Workers Compensation And Similar Laws b. This Insurance applies to such liability assumed by To a person, whether or not an "employee" of any the insured; Insured, if benefits for the"bodily Injury" are payable c, The obligation to defend, or the cost of the defense or must be provided under a worlrers' compensatlon of,that Indemnitaa, has also been assumed by the or disabillty benefits law or a similar law. Insured in the same"insurod contract"; e. Athletics Activities d. The allegations in the"suit" and',the Information we To a person injured while practicing;Instructing or know about the 'occurrence" are such that no participating in any physical exercises or games, conflict appears to exist between the Interests of sports,orathletic contests. the insured and the interests of the indemnitee; f Products-Completed Operations Hazard o. The indemnitee and the Insured ask us to conduct Included within the"products-completed operations and control the defense of that indemnitee against hazard„ such suit and agree that we'can assign the same counsel to defend the Insured and the indemnitee; U. Coverage A Exclusions and Excluded under Coverage A. f. `i"he indemnitee: SUPPLEMENTARY PAYMENTS ,— COVERAGES (1) Agrees In writing to: A AND 13 (a) Cooperate with us in the investigation, I.. We will pay,with respect to any claim we Investigate or settlement or defense of the"suit';' settle, of any"suit"against an Insuredwe defend: a. All expenses we incur. (b) immediately send us copies of any p demands, notices, summonses or legal h. Up to $1,000 for cost of bail bonds required papers received in connection with the"suit"; because of accidents or traffic law violations arising (c) Notify any other'insurer whose coverage is out of the use of any vehicle to which the Bodily available to the Indemnitoe; and Injury Liability Coverage applies, We do not have (d) Cooperate with us with respect to to furnish these bands. coordinating other applicable Insurance c, The cost of appeal bonds or bonds to release available to the Indemnitee; and attachments, but only for bond amounts within the (2) provides us with written authorization to., applicable limit of insurance. We do not have to furnish these bonds. (a) Obtain records and other Information relatad d. All reasonable expenses Incurred by the Insured at to the"suit";and . our request to assist us in the Investigation or (b) Conduct and control the defense of the defense of the claim or"suit", including actual Jobs indemnitee in such"suit", Of earnings up to $500 a day because of.time off So long as the above conditions are mot, attorneys' from work. fees incurred by us In the defense of that Indamnitee, Pads 8 of 18 HG 00 0106 05 necessary litigation expenses incurred by ue and However, none of these"employees"or"volunteer necessary litigation expenses lncurred by the workers"are Insureds for: Indemnitee at our request will be paid as (1) "Bodily injury" or "personal and advertising Supplementary Payments. Notwithstanding the Injury": provisions of Paragraph 2.b.(2) of Section Coverage A — Bodily Injury And Property Damage (p) To you, to your partners or members (if you Uabillty,•such payments will not be deemed to be are a partnership or Joint venture), to your damages for"bodily injury"and"property damage".and members (if you are a ilmited liability will not reduce the limits of Insurance, company), to a co-"employee" while in the Our obligation to defend an insured's Indemnl(ee and course of his or -her employment or to pay for attorneys' fees and necessary litigation performing duties related to the conduct of your business, or to your other expenses as Supplementary Payments ends when:, workers" while performing duties related eto a. We have used lip the applicable limit of Insurance the conduct of your business; in the payment of judgments or settlements; or (b) To the spouse,child, parent, brother or sister h. The conditions set forth above, or the terms of the of that co-"employee" or that "volunteer agreement described in Paragraph f, above, are no worker" as a consetluerice of Paragraph longer met. (1)(a)above; SECTION II—WHO IS AN INSURED (c) For which (here is any obligation to share I. if you are designated in the Declarations as: damages with or repay someone else who must pay damages because of the injury a. An Individual, you and your spouse are Insureds, described in Paragraphs(1)(a)or(b) above; but only with respect to the conduct of a business or of which you are the sole owner. b. A partnership or Joint venture, you are an Insured. (d) Arising out of his or her providing or failing to Your members, your partners, and their spouses provide professional health care services, are also insureds, but only with respect to the If you are not In the business of providing Conduct of your business, professional health care services, Paragraph(d) a. A limited liability company, you are an insured, loos not apply to any nurse, emergency medical technlclan or paramedic employed by Your members are also Insureds, but only,wlth you to provide such services. respect to the conduct of your business. Your managers are Insureds, but only with respect to (2) "Property damage"to property: •'their duties as your managers. (a) Owned,occupied or used by, d. An organization other than a partnership, joint (h) Rented to, In the care, custody or control of, venture or limited liability company, you are an or over which physical control is being insured. Your"executive officers"and directors are exercised for any purpose by lnaured6,•but only with respect to their duties as you, any of 'your "employees', "volunteer your officers or directors. Your stockholders are workers", any partner or member (if you are a also Insureds, but only with respoct to their liability partnership or joint venture), or any member (if as stockholders, you are a limited liability company). o. A trust, you are an Insured. Your trustees are also b. Real Estate Manager insureds, but only with respect to their duties as An arson other than our "ern to ee" or trustees. "volunteer worker"), or any organization while 2. Each of the fallawing Is also an insured: acting as your real estate manager.. a. Employees and Volunteer workers c. Temporary Custodians of Your Property Your "Volunteer workers" only while performing Any Berson or organization having proper slut€es related to the conduct of your business, or temporary custody of your property If you die, but your"employees",other than either your"executive only: officers" (if you are an arganizat€on other than a (1) With respect to liability .arising out of the partnership, joint venture or limited liability maintenance or use of that property;and company) or your managers (€f you are a 1irnitod liability company), but only for acts within the scope - (2) Until your legal representative has boon of their employment by you or while performing appointed, duties related to the conduct of your business, d. Legal Representative If You Die Your legal representat€Ve If you die, bW only with respect to duties as such. That representative will MG 00 0106 06 Page 9 of 18 have all your rights and duties under this Coverage S. Nonowned Watercraft Part. With respect to watercraft you do not own that is less e. Unnamed Subsidiary than fit feet long and is not being used to carry Any subsidiary, and subsidiary thereof, of yours persons for,a charge, any person is an Insured while which is a legally Inoorporated entity of which you operating such watercraft with your permission. Any own a financial interest of more than 60% of the other person or organization responsible For the voting stock on the effective date of the Coverage conduct of such person is also an insured, but only Part. with respect to []ability. arising out of the operation of The insurance afforded herein for any subsidiary the watercraft, and only If no other Insurance of any not named In this Coverage fart as a named kind Is available to that person or organization for this liability. Insured does not apply to Injury or damage with respect to which an Insured under this Coverage However, no person or organization is an insured wifh Part is also an insured under'another policy or respect to: would be an Insured under such policy but for its a. "Bodily Injury" to a c&"employed" of the person termination or the exhaustion of its limits of operating the watercraft;or Insurance. b. "Property damage"to property owned by, rented to, 3. Newly Acquired or Farmed Organization in the charge of or occupied-by you or the amployer ' Any organization you newly acquire or forth, other than of any persons who is an Insured under this a partnership,joint venture or limited liability company, provision. — �� and over which you maintain financial Interest of more Is�t:iadjan`�.'yf; s�Nh ,>. itlte d t� di than 50%of the voting stock, will qualify as a NamedGt �Ffd` fir$ R e = �_ Insured If there Is no other similar Insurance available The following person(s) or orgarilzation(s) are an to that organization. However: additional Insured when you have agreed, in a written a. Coverage under this provision is afforded only until contract, written agreement or because of a permit the 180th day after you acquire or form tlxe issued by a state or political subdivision, that such organization or the end of the policy period, person or organization be added as an additional whichever is earlier; insured on your policy, provided the injury or damage b. Coverage A does not apply to "bodily injury" or occurs subsequent to the execution of the contract or "property damage" that occurred before you agreement. acquirer) or formed the organization;and A parson or organization is an additional Insured under c. Coverage B does not apply to "personal and this provision only for that period of time required by advertising injury" arising out 4f an offense the contract Qr agreement. • committed before you acquired or formed the However, no such person or organization is an insured organization: under this provision If such person or organization Is 4. Mobile Equipment included as an insured by an andorsomont Issues[ by With respect to "mobile equipment" registered in your us and made a part of this Coverage PWI, name under any motor vehicle registration law, any a• Vondors person is an Insured while driving such equipment Any person(&)or organ€zation(s) (referred to below along a public highway with your permission. Any other as vendor), but only with respect to "bodily injury" person or organization responsible for the conduct of or"property damage" arising out.of"your products" such person is also an insured, but only with respect to which are distributed or sold in the regular course liability arising out of,tho operation of the equipment, of the vendor's business and only if this Coverage and only If no other Insurance of any kind is available Pail provides coveragq for "bodily Injury" or to that parson or organization for this liability. However, "property damage" included within the "products- no person or organization is an insured with respect to: completed operations hazard". a. "Bodily Injury" to a co"employee" of the person (1) The Insurance afforded the vendor is subject to driving the equipment;or the following additional exclusions: b, "Property damage"to property owned by, rented to, This insurance does not apply to: in the charge of or occupied by you or they employer (a)- 'Bodily injury" or "property damage" for of any person who Is an Insured under this which the vendor Is obligated' to pay provision. damages by reason of the'assumpt[on of liability In a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; Pogo 10 of 18 He 00 0106 06 (b) Any express warranty unauthorized by•you; , c. Lessors of i„and or Premises (c) Any• physlool or chemical change in the Any person or organization from whom you lease product made Intentionally by the vendor; land or premises, but only with respect to liability (4) Repackaging, except when unpacked solely arising out of the ownership,maintenance or use of for the purpose of inspection, demonstration, that part of the land or premises leased to you, testing, or the substitution of•parts under With respect to the insurance afforded these Instructions from the manufacturer, and then additional Insureds the following additional repackaged in the original container; exclusions apply; (e) Any failure to make such Inspections, This insurance does not apply to: adjustments,tests or servicing as the vendor 1, Any "occurrence" which takes place after you has agreed to make or normally undertakes cease to lease that land;or to make In the usual course of business, in 1 Structural alterations, new construction or connection with th-e distribution or Solo of the demolition operations performed by or on behalf products; (f) Demonstration, .installation, servicing or of such person or organization. - repair operations, except such operations d• Architects,engineers or Surveyors performed at the vendor's premises In Any architect, engineer, or surveyor, but only with connection with the sale of the product; respect to (lability for "bodily Injury", "property (g) Products which, after distribution or sale by damage" or "personal and advertising injury" you, have been labeled or relabeled or used caused, In whole or In part, by your acts or as a container, part or Ingredient of any omissions or the acts or omissions of those acting other thing or substanco by or for the on your behalf: vendor;or .(I) In connection with your premises;or (h) "Bodily Injury" or "property damage" arising (2) in the performance of your ongoing operations out of the sole negligence of the vendor for performed by you or on your behalf. Its own acts or omissions or those: of its With respect to the Insurance afforded these employees or anyone else acting on Its additional Insureds, the following additional behalf. However, this exclusion does not exclusion applies: - apply to: . [ens This insurance does not uppiy to "bodily Injury" (I)The exceptions contained !n Sub "property damage" or "personal and advertising- paragraphs(d)or(f);or injury" arising out of the rendering of ar the failure (11) Such Inspections, adjustments, tests or to render any profess€anal services by or for you, servicing as the vendor has agreed to including; matte or normally undertakes to make in 1. The preparingr approving, or failing to prepare the usual course of business, In or.approve, maps, shop drawings, opinions,' connection with the distribution or sale of reports, surveys, field orders, change orders or the products. drawings and specifications; or (2) This insurance does not apply to any Insured 2. Supervisory, €nspeotlon, architectural or person or organization, from'whom you have angineer€ng activities, acquired such products, or any Ingredient, part e. Permits Issued By State Or Political or container, entering Into, accompanying or containing such products. Subdivisions b. Lessors of 1=qufpment Any state or political r;ubdivision, but only •with respect to operations performed by you or can your (1) Any person or organization from whom you behalf for which the state or political subdivision lease equipment; but only with respect to their has issued a permit, liability for"bodily injury", "property damago" or With respect to the insurance afforded these personal and advertising ijnjuryl caused, in whole or in part,by your malntananoe,operation addif€onol insureds, this insurance does not apply or use of equipment leased to you by such to: person ororgankation. (1) "Bodily Injury", "property damage" or "personal (2) With respect to the Insurance afforded to these and ndvortising injury" arising out of operations additional insureds this Insurance does not performed for the state or municipality; or apply to.any "occurrence" which takes place (2) "Bodily injury" or "property damage" Included after the equipment lease expires, within the "products-completed operations hazard". NG 00 0106 06 Page 11 018 c. Persons or organizations making claims or bringing „suits". Any ogler person or organization who is not an Insured under Paragraphs a. through e. above, but 2. General Aggregate Limit only with respect to liability for "bodily injury", The General Aggregate Limit is the most we will pay "property damaga" or "personal and advertising for the sum of: Injury'caused, in whole or In part, by your acts or a. Medical expenses under Coverage C; omissions or the acts or omissions of those acting on your behalf: b. Damages under Coverage A, except damages (1) In the performance of your ongoing operati❑ns; because of "bodily Injury" or "property damage" 2 in connection with our remises owned h included In the' "products-completed operations y p y or haxard ,,and rented to you;or c. Damages under Coverage 13. (3) In connection with "your work" and Included 3. Products-Completed Aperafions Aggregate Limit within the "products-completed operations h?zard", but only If 'f he Products-Completed Operations Aggregate Limit lay The written contract or agreement requires Is the most we will pay under Coverage A for damages you to provide such coverage to such because of "bodily Injury" and "property' damage' additional Insured' and included In the "products-completed operations hazard". (b` This Coverage fart provides coverage for "bodily injury"or"prdperty damage" Included �#. Persona[and Advertising']njury t,tnzlt within the "products-completed operatlons Subject to 2, above, the Personal acid Advertising hazard". Injury Limit Is the most we will pay under Goverage l3 With respect to the insurance afforded to these for tho sum of all damages bocause of all "personal additional insureds, this Insurance does not apply and advertising Injury sustained by any one person or to: organization. "Bodily injury", "property damage"or"personal and S. Each Occurrence limit advertising Injury„arising out of the rendering of, or Subject to 2. or 3. above, whichever applies, the Each the failure to rbnder, any professional architectural, Occurrence Limit is the most we will pay for the sum engineering or surveying services,including: of: (1) The preparing, approving, or falling to prepare a. Damages under Coverage A;and or Eepprove, maps, shop drawings, opinions, • b. Medical expenses under Coverage C reports, surveys, field orders, change orders or because of all "bodily injury" and "property.damage" drawings and specifications;or arising out of any one"occurrence".(2) (2) Supervisory, inspection, architectural or " engineering activities. 6. l3amageTo premises rented To You limit Subject to 5, above, the Damage To'Premises Rented The Ilmits of Insurance that apply to additional insureds To You Limit is the most we will pay under Coverage A under this provision Is described in Section I[I --Limits for damages because of"property damage"to any one Of Insurauce. promises, while rented to you, or in the case of How this insurancn applies when other insurance is domage.by fire, lightning or explosion, while rented to available to the additional insured is described in the you or temporarily occupied by you with permission of Other Insurance Condition In Section IV—Commercial the owner. Generat f.lability Conditions. In the case of damage by fire, lightning or explosion, No person or organization is an insured with respect to the the Damage to Premises Rented To You Limit applies conduct of any currant or past partnership,joint venture or to all damage proximately caused by the same event, limited liability company that Is not shown as a Named whether such damage results from fire, lightning or Insured to the Declarations. explosion or any combination of these. SEG,110N III—LIMITS OF INSU ANGE 7. 1, The Most We will Pay Medicall�xponsc�Limit The Limits of Insurance shown In the Declarations and Subject to 6. above, the Medical Expense Limit is the the rules below fix#t1e most we will a regardless of most we will pay under Coverage C for all medical pay expenses because of bodily injury sustained by any the number of: one person. a. Insureds; $. How Limits Apply To Additional Ineurods h. Claims made or"suits"brought;or if you have agreed In a written contract or written agreement that another person or organlxatlon be Page 12 of 18 HG 00 0106 05 added as an additional insured on your,policy, the (3) Cooperafe with us in the investigation or most we will pay on behalf of such additional insured is settlement of the claim or defense against the the lesser of: "ault";and a. The limits of insurance specified in the written (d) Assist us, upon our request, In the enforcement of contract or written agreement; or any right against any person or organization whiah b. The Limits of Insurance shown in the Declarations., may be liable to the Insured because of Injury or Such amount shalt be a part of and not In addition to damage to which this Insurance may also apply. Limits" of Insurance shown in the Declarations and d, Obligations At The Insureds Own Cost described In this Section, No Insured will, except at that insured's own cost, The 1_Itnits of Insurancp of this Coverage Part apply voluntarily- make a payment, assume any separately to each consecutive annual period and to any obligation, or incur any expense, other than for first remaining period of less thah 12 months, starting with the aid,without our consent. beginning of the policy period shown In the peclarrations, e. Additional Insureds Other Insurance unless the policy period is extended after issuance for an If we cover a claim or "suet.' under this Coverage additional period of less than 12 months. In that case, the Part that may also be covered by other insurance additional period will be deemed part of the last preceding available to an additional insured, such additional period for purposes of determining the fruits of Insurance. Insured must submit such claim or "suit" to the SECTION IV — COMMERCIAL GBNBRPi LIA131LITY other Insurer for defense and indemnity. CONDITIONS However, this provision does not appiy to the 1. Bankruptcy extent that you have agreed In a written contract or Bankruptcy or Insolvency of the Insured•or of the written agreement that this Insurance is primary insured's estate will not relieve us of our obligations and non-contributory with the add[tionot €nsured's• under this Coverage Part, own insurance. 2. ]Duties in The I~vent Of Occurrence, Offense, Claim f. Knowledge Of An Occurrence, Offense, Clalin Or suit Or Suit . a, Notice Of occurrence Or Offense Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", You or any additional Insured must see to It that we offense,claim or"suit"Is known to: are nolffied as soon as practicable of an (1) You or any additional insured that i$ an oaourrerica or an offense which may result in a claim.To the extent possible,notice should Include: individual; . (1) How, when and where the "occurrence" or (2) Any partner, If you or an additional Insured Is a offense took place; partnership: (2) The names and addresses of any injured (3) Any manager, if you or an additional insured is a persons and witnesses;and lirdited liability company; (3) The nature and iocaflon of any Injury or damage (4) Any "executive.officer"or insurance manager, If arising out of the'bccurrence"or offense. you or an additional insured is a corporation; b. Notice of Claim (6) Any trustee, if you or an additional insured is a if a claim Is made or"suit" is brought against any trust; or Insured,you or any additional Insured must: (6) Any elected or appointed official, if you or an (1) Immediately record the specifics of the claim car additional Insured is a political subdivision or "suit"and the date received; and public entity. (2) Notify us as soon as practicable. This duty applies separately to you and any additional Insured. You or any additional Insured must see to it that we 3. Legal Action Against Us receive written notice of the claim or"sulf' as soon as practicable. No person or organization has a right under this c. AWstance And Cooperation Of The Insured Coverage Part: You and any other involved insured must: a. To join us as a party or otherwlso brinj us into a y "suit"asking for damages from an insured;or (1) immediately send us copies of nny demands, b. To sue us on this Coverage Part unless all of Its notices, summonses or legal papers received In terms have been fully complied with. connection with the cielm of"sult"; 2 Authorize us to obtain records and other A person or organization may sue us to recover on an ( ) agreed settlement or on a final judgment against an Information; insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or HG00010605 Page 13ofIS that are In excess of the applicable limit of insurance. (7) When You Add Others As An Additional An agreed settlement means a settlement and release Insured To This Insurance of liability signed by as,the insured and the claimant or Any other insurance available to'an additional the claimant's legal representative. Insured. 4. Other Insurance However, the following provisions apply to other If other valid and collectible Insurance Is available to Insurance avallabfe to any person or the insured for a loss we cover under Coverages A or organlzatfon who Is an additional Insured under B of this Coverage Part, our ohiigations are limited as this coverage part follows: O � � i a. Primary Insurance This insurance is primary except when b, below This Insurance is primary IF you have agreed applies. If other insurance is also primary, we will in a written contract or written agreement share with all that other insurance by the method that this insurance be primary, If other described In c.below, insurance€e also primary, we will share with b. Excess Insurance all that other insurance by the method This insurance is excess over any of the other described in c below. Insurance, whether primary, excess, contingent or on any other basis: � � U (1) Your Work If you have agreed In a written contract, That Is Fire, Extended Coverage, Builder's Rislc, written agreement, or permit that this Installation Risk or similar coverage for "your insurance is primary and noncontributory with the additional Insureds own insurance, work"; this insurance is primary and we will not . (2) Promises Rented To You seek contribution from that other insurance. That is fire, lightning or explosion Insurance for Paragraphs (a) and (b) do not apply to other promises rented to you or temporarily occupied Insurance to which the additional Insured has by you with permission of the owner; been added as an additional Insured. (3) Tenant Liability When #his Insurance is excess, we will have no That Is Insurance purchased by you to cover duty under Coverages A or D to defend the Insured your liability as a tenant for "property damage" against any"suit'If any other Insurer has a duty to to premises rented to you .or temporarily defend the insured against that "suit". if no other occupied by you with permleslon of the owner; insurer defends,we will undertake to do so, but we (4) Aircraft,Auto Or.Watercraft will be entitled to the Insureds rights against all those other Insurers. If tho loss arises out of the maintenance or use When this Insurance Is excess over other of aircraft, "autos"or watercraft to the extent not insurance,we will pay only our share of tlae amount subject to Exclusion g. of Section i--Coverage of the loss, if any,that exceeds the sum of; A Bodily!injury And Property homage LiabiJity; (13) Property Damage to Borrowed Bqulpment Or (t) The total amount that all such other insurance Use Of Elevators Insurance; pay for the lass in the absence of this insurance;and If the loss arises out of "property damage" to (2) The total of all deductible and self-€nsured borrowed equipment or the use of elevators to amounts under all that other Insurance. the extent not subject to Exclusion J. of Section l Coverage A - Bodily Injury And Property We will share the remaining loss, if any, with any Damage Liability; other Insurance that Is not described in this Excess Insurance provision and was not bought specifically (6) When You Are Added As An Additional to apply in excess of the Limits of Insurance shown Insured'o Other insurance in the Declarations of this Coverage Part. Any other insurance available to you covering c, Method Of Sharing liability for damages arising out of the premises If all of the other insurance permits contribution by or operations, or products and completed -operations, for which you have been added as equal shares,wewill follow this method also..Under this approach each Insurer contributes equal an additional Insured by that Insurance;or pp Q l amounts until It has paid Its applicable limit of Insurance or none of the loss remains, whichever comes first. Page 14 of I He 00 0106 03 If any of the other ,insurance does not permit insured will bring"still"or transfer those rights to us contribution by equal shares, we will'contribute by and he us enforce them _ limits. Under this method, each insurer's share isjt based 'on the ratio of its applicable able limit of pp €nsurance,to the total applicable limits of Insurance if the Insured has waived any rights of recovery of all Insurers. 5. Premium Audst against any parson or organization for all or part of any payment, Including Supplementary Payments, ar. We will compute all premiums for this Coverage' we have made under this Coverage Part, we also Part in accordance with our rules and rates. waive that right, provided the insured waived their b. Premium shown in this Coverage Part as advance rights of recovery against such person or premium Is a deposit premium only. At the close of organization In a contract, agreement or permit that each audit period we will compute the earned was executed prior to the injury or damage.' premium for that period and send notice to the first 9. iNhen We Igo Not Ronow Named, Insured. The clue date for audit and If we decide not to renew this Coverage Part, we will retrospective premiums is the date shown as the mail or deliver to the first blamed Insured shown In the due cute on the bill. If the sum of the advance and Declarations written notice of the nonrenewal not less audit premiums paid for the policy period is greater than 30 days before the expiration date. than the earned premium, we will return the excess If notice is mailed, proof of mailing will be sufficient to the first Named Insured, proof of notice. c. The first Named Insured must keep records of the SECTION V—D> FIN71ONS Information we needfor.premium computation, and send us coples at such times as we may request. 1. "Advertisement" means the widespread public S. Representations dissemination of information or images that has the s. When Y©u Accepf This Policy services of inducing the safe of goods, products or services through: By accepting this policy,you agree: a. (1) Radio; (4) The statements in the Declarations are accurate (2) Television; and complete; (2) Those statements are based upon (3) Billboard; representations you made to us;and (4) Magazine; (3) We have issued this policy In reliance upon your (6) newspaper;or representations. b. Any other publication that Is -given widespread b. Unintentional Failure To Disclose Hazards public distribution. It unintentionally you should fall to dfsolose all However,"advertisement"does not include: hazards relating to the conduct of your business a. The design, printed material, information or images that exist at the inception date of this Coverage contained In, on or upon the packaging or labeling Part, we shall not deny coverage under this of any goods or products;or Coverage fart because of such failure. b. An interactive conversation, between or among T. Separation Of Insureds persons through a computer rrotwork. Except with respect to the Limits of Insurance,and any 2. "Advertising idea" means any idea for an rights or duties speolflcally assigned in this Coverage "advertisement". Part to the first Named Insured,thls'lnsurance appiles: 3, "Asbestos hazard" means an exposure or threat of a. As if each Named Insured were the only Named exposure to the actual or alleged properties of Insured;and asbestos and Includes the more presence of asbestos b. Separately to each insured against whom claim Is in any form, made or"suit"is brought. 4. "Auto"means a land motor vehicle,trailer or semitrailer 8. Transfer 6E Rights Of Recovery Against Others To designed for travel on public roads, including any Us attached machinery'ar equfpment. But"auto"does not a. Transfer of Rights Of Recovery include"mobile equipment". ' if the insured has rights to recover all or part of'any s "Bodily fnjury``means physical: payment, including Supplementary Payments, we a. injury; have made under this Coverage Part, those rights la. Sickness; or are transferred to us. The insured must do nothing c, Disease rafter loss to impair them. At our request, the sustained by a person and, if arising out of the above, mental.anguish or death at any time. HG 00 0106 06 Page 16 of Is 6. "Coverage territory"means: rented to you or temporarily occupied by you with a. The United States of America (including Its territories permission of the owner is subject to the Damage and possessions),Puerto R€co and Canada; to Premises Rented To You Limit described in b. International watars or airspace, but only If the ' Section III—Limits of Insurance; injury or damage occurs In the course of travel or b• A sidetrack agreement; transportation between any places Included in a, c. Any easement or license agreement, Including an above,or easetrient'or'licerrse a reorrrant th connection with o. All other parts of the world if the Injury or damage construction or demolition operations on or within arises out of: 60 feet of a railroad; (1) Goods or products made or sold by you In the d. An obligation, as required by ordinance, to territory described in a,above; indemnify a municipality, except In connection with (2) The activities of a person whose home is In the work for a municipality; territory described In a.above,but is away for a s, An elevator maintenance agreement; short time on your business;or f. That part of any other contract or agreement (3) "Personal and advertising Injury" offenses that pertaining to your buslness (including an lake pldee through the Internet. or similar indemnification of a municipality In connection with electronic means of communication work performed for a municipality) under which you assume the tort liability of another patty to pay for provided the insured's responsibility to pay damages is Injury" or "property damage" to a third determined In the United States of America(including its "bodily e " territories and possessions), Puertoperson i I organization, provided the Injury" Rico or Canada, in a or"property damage"is caused, €n a "bodily or in part, "soft° on the merits according to the substantive law in by you or by those eating on your behalf. Tort such territory or in a sattiement we agree to. liability means a liability that would be imposed by 7. "Employee" Includes a "leased worker". "Employed' law in the absence of any contract or agreement. does not Include a"temporary worker", paragraph f. Includes that part of any contract or 8. "Employment-Related Practices"means: agreement that Indemnifies a railroad for "bodily a. Refusal to employ a person; Injury„ or "property damage" arising out of b. Termination of a persons employment;or construction or demolition operations,within 50 feet of any ralirosd property and affecting any railroad. c. Employment-related practices, policies, acts or bridge or trestle, tracks, road-beds, tunnel, omissions, such as coercion, demotion, evaluation, underpass or crossing. reassignment, discipline, defamation, harassment, However, paragraph f. does not include that part of humiliation or discrimination directed at a person, any contract or agreement: 9. "Executive off€cer"means a person holding any of the (1) That Indemnifies an architect, engineer or officer positions created by your charter, constitution, surveyor for injury or damage arising out of: bylaws or any other similar governing documont. 10."Hostile fire"means one which becomes uncontrollable (a) Preparing, approving, or falling to prepare or or breaks out from where It was intended to be. approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders V'i.."Impalred property" means tangible property, other or drawings and specifications;or than"your product"or"your work",that cannot be used (b) Giving directions or Instructions, or failing to or Is less useful because: give them, If that Is the primary cause of the a, It Incorporates "your product" or"your work"that Is Injury or damage; or known or thought to be defective, deficient, (2) Under which the Insured, If an,architect, engineer inadequate or dangerous;or or surveyor, assumes liability for an injury or b. You have failed to fulfill the terms of a contract or damage arising out of the Insureds rendering or agreement; failure to render professional services, Including If such property can be restored to use by: those listed in (1) above and supervisory, a. The repair, replacement, adjustment or removal of Inspootion, architectural or engineering activities. 'Your product"or"your work';or 13."Leased worker" Means a person leased to you by a b. Your fuifllling the terms of the contract or agreument. labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to 12."Insured contract"means: the conduct of your business. "Leased worker" does a. A contract for a lease of promises. i-Eowever, that not include a"temporary worker". portion of the contract for a lease of premises that 1&"Loading or unloading"means the handling of properly: indemnifles any person or organization for damage a. After it is moved from the place where It Is accepted by fire, lightning or explosion to premises while for movement Into or onto an aircraft, watercraft or Page 46 of 18 HG 00 0105 06 b. While it Is In or on an aircraft,watercraft or"auto"; 16."occurrence"means an accident, including continuous or or repeated exposure to substantially the some general c. While it Is being moved from an aircraft, watercraft harmful conditions. or"auto"to the place where it Is finally delivered; 17."Personal and advertising injury" means Injury, but "loading or unloading" does not include the including consequential "bodily injury", arising out of movement of property by means of a mechanical one or more of the following offenses; device, other th9n a hand truck, that is not attached to a. False arrest, detentioti or imprisonrnent; the aircraft,watercraft or"auto". b. Mailolous prosecution; 16."Mobile equipment" means any of the following types c. The wrongful eviction from, wrongful entry Into, or of land,vehicles, including any attached machinery or Invasion of the right of private occupancy of a room, equipment: dwelling or premises that a parson occupies, a. Bulldozers, farm machinery, forklifts and other committed by or on behalf of its owner, landlord or vehicles designed for use principally off public lessor; roads; d. Oral, written or electronic publication of material b. Vehicles maintained for use solely on or next to that slanders or libels a person or organization or premises you own or rent; disparages a pemon's or organizatlon's goods, c. Vehicles that travel on crawler treads; products or services; d. Vehicles, whether self-propelled or not, maintained a, Oral, written or electronic publication of material primarily to provide mobility to permanently that violates a person's right of privacy; mounted: f Copying, in your "advertisement", s person's or (1) Power cranes, shovels, loaders, diggers or organization's "advertising idea" or style of drills; or "advertisement"; (2) Road construction or resurfacing equipment g• Infringement of cdpyright, slogan, or tine of any such as graders,scrapers or rollers; literary or artistic work,in your"advertisement"; or e. Vehicles not described in a., b., c.or d. above that h, aisorlminatlon or humiliation that rosults In injury to are not self-propelled.and are maintained primarily the feelings or reputation of a natural person. to provide mobility to permanently attached 18."Pollutants"mean any solid, liquid, gaseous or thdrmal equipment of the following Types: Irritant or contam€nant, including smoke,-vapor, soot, (1) Air compressors, pumps and generators, fumes, acids, alkalis, chemicals and waste. Waste Including spraying, welding, building cleaning, Includes materials to be recycled, reconditioned or geophysical exploration, lighting and well reclaimed. servicing equipment; or 10."Pr6duots-completed operations hazard": { } Cherry pickers and similar devices used to raise a. Includes all "bodily Injury" and "property damage" or tower workers; occurring away from premises you own or rent and f. Vehicles not described In a., b., c, or d. above arising out of"your product"or"your work"except: maintained primarily for purposes other then the (1) Products that are still In your physical transportation of persons or cargo. possession;or However, self-propelled vehicles with the following (2) Work that has not yet been completed or types of permanently attpched equipment are not abandoned. However, "your work" will be "mobile equipment"but will by considered"autos": deemed completed at the earliest of the (1) Equipmont, of at feast .1,000 pounds gross following times: vehiclaweight,designed primarily for; (a) When all of the work called for in your (a) Snow removal; contract has bean completed. (b) road maintenance, but not construction or (h) When all of the work to be done at the job resurfacing;or site has been completed if your contract (c) Street cleaning; calls for work at more than one job site. (2) Cherry pickers and similar devices mounted on (c) When that part of the work done at a job site automobile or truck chassis and-used to raise or has bean put to its intended use-by any person or organization other. than another lowerworkera;and contractor or suboontmotor working on the (3) Air compressors, pumps and generators, same project. including spraying, welding, building cleaning, Work that may need service, ma€ntenance, geophysical exploration, lighting and well correction, repair or replacement, but which Is servicing equipment. otherwise oornpleto, will be treated as Completed. HC 00 0106 06 Page 17 of 18 b. Does not Include "bodily injury" or "property 22."Temporary worker" means a person who is damage"arising out of: furnished to you to substitute for a permanent (1) The transportation of property, unless the "employee" on leave or to meet seasonal or short- injury or damage arises out of a condition In or term workload conditions. on a vehicle not owned or operated by you, 23."Volunteer worker"means a person who and that condition was created by the"loading a. Is not your"employee"; or Unloading"of that vehicle by any Insured; q Donates his or herwor€s; (2) The existence of tools,, uninstalled equipment or abandoned or unused materials; or c. Acts at the direction of and within the scope of duties determined by you;and c(3) Products •or operations for which the d. is not paid a fee, salary or other compensation by' classification, listed in the Declarations or Ina policy schedule, states that producks� you or anyone else for their work performed for completed operations are subject to the you. General Aggregate Limit: 24."Your product": 24."Property damage"means: a. Means: a. physical injury to1ang€ble property, including all (1) Any goods or products, other than real resulting loss of use of that property.All such loss property, manufactured, sold, handled, of use shall be deemed to occur at the time of the distributed or disposed of by: physical injury that caused it;or (a) You; b. Loss of use of tanglble property that Is not (h) Others trading under your name; or physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" (c) A person o organization have acquired; whose business that caused It. or assets you have acquired;and As used In this definition, computerized or (2) Containers (other than vehicles), materials, electronically stored data, programs or software are pans or equipment furnished in connection not tangibly property. Nleotronlo data means with such goods or products, information,facts or programs; b, includes a. Stored as or on; (1) Warranties or representations made at any b. Greated or used on;or time with respect to tha fitness, quality, durabllity, ,performance or use of your c. Transmitted to or from; product"; and computer software, Including systems and (2) The providing of or failure to provide warnings applications software, hard or floppy disks, CD- or Instructions, ' ROMS, tapes, drives, cells, data processing devices c, pops not Inoludo vending machines or other or any other media which are used with electronically property rented to or landted for the use of others controlled equipment. but not sold. 21."Suit"' means a civil proceoding in which damages 26,"Your work": because of "bodily injury", "property damage" or "personal and advertising Injury" to which this a. Means:. insurance applies are alleged."cult"includes: (1) Work or operations performed by you or on a. An arbitration proceeding in which such damages your behalf;and are claimed and to which the Insured must submit (2) Materials, parts or equipment furnished In or does submit with our consent;or connection with such work or operations. b. An other alternative dispute resolution y p b. Includes proceeding in which such damages-are claimed and to which the insured .submits with bur (f) Warranties or representations made at any time with respect -to the fitness, quality, consent, durability, performance or use of"your work", and (2) The providing of or failure to provide warnings or instructions, Page 10 of Is •HG 00 0106 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Palley dumber: 57 WEQ ZT2722 Endorsement Number: Effective Date: 01/01/18 Effective hour is the same as stated on the Information Wage of the policy. Named Insured and Address. bMY TMAGxN'G SYSTEMS, INC, 1115 E ARQUES AVE SUNNYVALE, CA 94085 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement Is a Schedule of Covered states. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION 1 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART-THREE 2 E. West Virginia 3 02 How This Insuranco Works 2 EXTENDgD OPTIONS 4 PART_SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Dutles 2 02 Unintentional Failure to Disclose 4 04 Liberalization 2 Hazards SECTION 11 2 Wvff Qi4`R1gFttrtoepyfCr > 4i VOLUNTARY COMPENSATION INSURANCE 2 offi3Oa 05 Voluntary Compensation Insurance 04 Foreign Voluntary Compensation 4 A. Flow This Insurance Applies 2 A. How This Reimbursement Applies 4 B. We WI( Pay 2 B. We Will Reimburse 4 C. Exclusions 3 C. Exclusions 4 D. Before We Pay 3 D. l3eforo We Pay 5 E. Recovery From others 3 E. Recovery From Others 5 F. Employers' Liability Insurance 3 F. Reimbursement Far Actual Less 5 EMPLOYERS'LIABILITY STOP GAP 3 Sustained ENDORSEMENT 3 G. Repatriation 5 06 Employers' Liability Stop Gap H. Endemic Disease 5 Coverage 8 05 Longshoro and Harbor Workers' 5 A. Stop Gap Coverage Limited to Compensation Act Coverage Montana, North Dakota, Ohio, 3 Endorsement Washington, West Virginia and SECTION ill 6 Wyoming 01 Schedule of Covered States 6 Form WC 99 03 03 B Printed in U,S.A. (Ed. 8/00) Page I of 6 Process Date: 12/29/17 Policy Expiration Date: 01/01/19 ©2000, The Hartford SECTION I PARTS ONE and TWO PART THREE 1. WE WILL.ALSO PAY 2. How This Insurance Applies D. We Will Also Pay of Part One (WORKERS' Paragraph 4. of A.. How This Insurance Applies COMPENSATION INSURANCE): and of Part 3 (Other States Insurance) Is replaced by E, We Will Also Pay of Part Two(EMPLOYERS the following: LIABILITY INSURANCE) Is replaced by the 4. If you have work on the effective date of this following: policy in any state not listed in Item 3.A, of the Information Page, coverage will not be We Will Also Pay afforded for that state unless we are notified We will also pay these costs, In addition to within sixty days. other amounts payable under this insurance, as part of any claim, proceeding, or suit we PART SIX defend: 3. Transfer Of Your Rights and Duties I. reasonable expenses incurred at our C. Transfer Of Your Rights and Duties of Part 6 request, INCLUDING lass of earnings; (Conditions) is replaced by the following: 2. premiums for bonds to release attachments and for appeal bonds in bond Your rights or duties under this policy may not amounts up to the limit of our liability be transferred without our wr€tten consent, under this insurance; If you die and we receive notice within sixty 3. litigation costs taxed against you; days after your death, we will cover your legal representative as insured. 4. Interest on a judgment as required by law 4 Liberalization until we offer the amount due under this law; and If we adopt a change in this .form that would 5. expenses we incur. broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes offactive In your state. SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' 3. The bodily Injury must occur in the United LIABILITY COVERAGE States of America, its territories or 5. Voluntary Compensation Insurance possessions, or Canada, and may occur elsewhere if the employee is a United A. Now This Insuranco Applies States or Canadian citizen, or otherwise This Insurance applies to bodily injury by legal resident, and legally employed, in the accident or bodily Injury by disease. Bodily United Staters or Canada and temporarily Injury includes resulting death. away from those places. 1. The bodily injury must be sustalned by any 4. Bodily injury by accident must occur officer or employee not subject to the during the policy period. workers' compensation law of any state 5, Bodily injury by disease must be caused shown in Item &A. of the Information or aggravated by the conditions of the Page. 2, The bodily Injury trust arise out of and in the course of employment or Incidental to work in a state shown in Item 3.A. of the Information Page. Form WC 99 63 03 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6 officer's or employee's employment. The If the persons entitled to the benefits of this officer's or employee's last day of last insurance make a recovery from others, they exposure to the conditions causing or must reimburse us for the benefits we paid aggravating such bodily injury by disease them. must occur during the policy period. F, Employers'Liability Insurance B. We Will Pay Part Two (Employers` Liability Insurance) We will pay an amount equal to the benefits applies to bodily injury covered by this that would be required of you as if you and endorsement as though the State of your employees were subject to the workers' Employment was shown in Item 3.A. of the compensation law of any state shown In Item Information Page. 3.A, of the Information Page. We will pay This provision S. does not apply In New Jersey or those amounts to the persons who would be UUisconsin entitled to them under the law. EMPLOYERS'LIABILITY S'i•Op GAIN COVERAGE C. Exclusion ti. Employers'Liability Stop Gap Coverage This Insurance does not rover: 9. any obligation Imposed by workers' A. This coverage only applies In Montana, North Dakota, Ohio, Washington, West Virginia and compensation or occupational disease law Wyoming or any similar law. B, Part One (Workers' Compensation Insurance) 2, bodily injury intentionally caused or does not apply to work in states shown in aggravated by you. Paragraph A above. 3. officers or employees who have elected C. Part Two (Employers' Liability Insurance) not to be subject to the state workers' applies in the states, shown In Paragraph A., compensation law. as though they were shown in Item &A. of the 4, partners or sole proprietors not covered Information Page. under the Standard Sole Proprietors, D. part Two, Section C. Exclusions is changed Partners, Officers and Others Coverage by adding these exclusions. Endorsement. This insurance does not cover; 0. Before We Pay 5- bodily Injury Intentionally caused or Before we pay benefits to the parsons entitled B ern, they must: aggravated by you or, in Ohio bodily Injury resulting from an act which is determined 1. Release you and us, In writing, of all by an Ohio court of law to have been responsibility for the injury or death. committed by you with the belief than an 2. Transfer to us their right to recover from injury is substantially certain to occur, others who may be responsible for the However, the cost of defending such injury or death. claims or suits in Ohio is covered, 3. Cooperate with us and do everything 13, bodily injury sustained by any member of necessary to enable us to enforce the right the flying crew of any aircraft. to recover from others. 14. any claim for bodily Injury with respect to If the persons entitled to the benefits of this which you are deprived of any defense or Insurance fail to do those things, our duty to defenses or are otherwise subject to pay ends at once. If they claim damages from penalty because of default in premium you or from us for the injury or death, our duty under the provisions of the workers' to pay ends at once, compensation law or laws of a state E. Recovery From Others shown In Paragraph A. If we make a recovery from others, we will E. This Insurance applies to damages for which keep an amount equal to our expenses of you are liable under West Virginia Code Annot, recovery and the benefits we paid. We will S 23-4 2. pay the balance to the persons entitled to it. Form WC 99 03 03 9 Printed in U.S.A. (Ed. 8100) Page 3 of 6 EXTENDED OPTIONS 1. Employers'Liability Insurance 4. Foreign Voluntary Compensation and Item 33. of the Informatlion Page is replaced by Employers'Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers'liability Insurance; This reimhursement provision applies to bodily 1, Part Two of the policy applies to work in injury by accident or bodily injury by disease, each state listed In Item M, Bodily Injury Includes resulting death. 1. The bodily injury must be sustalned by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily Injury must occur In the course of employment necessary or incidental to Bodily Injury work in a country not listed in Exclusion by Accident $500,000 Each Accident C,1. of this provision, 3. Bodily Injury by accident must occur Bodily Injury during the policy period, by Disease $500,000 Policy Limit 4, Bodily Injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment, The officer or employee's by Disease $500,000 Each Employee last exposure to those conditions of your employment must occur during the policy OR period. S. We Will Reimburse 2, The amount shown In the information We will reimburse you for all amounts paid by Page, you whether such amounts are: This provision 1 of EXTENDED OPTIONS does not 1, voluntary payments for the benefits .that apply In New York because the limits Of Our would be required of you if you and your Liability are unlimited. officers or employees were subject to any In this provision the limits are changed from workers' compensation law of the state of $500,000 to$1,000,000 in California. hire of the individual employee, 2. Unintentional Failure to Disclose Hazards 2, sums to which Part Two (Employers' If you unintentionally should fail to disclose all Liability Insurance) would apply if the existing hazards at the inception data of your country of Employment ware shown in policy, we shall not deny coverage under this Item 3.A of the Information Page. policy because of such failure. C. Exclusions -V WVllai e QurRj�f;U a Itgc s!��e .Fx0,"Ah"O " This insurance does not cover: A. We have the right to recover our payments 1. any occurrences in the United States, from anyone liable for an Injury covered by this Canada, and any country or jurisdict€on policy. We will not enforce our right against which is the subject of trade or economic any person or organization for whom you sanctlons imposed by the laws or perform work under a written contract that regulations of the United States of requires you to obtain this agreement from us. America in effect as of the inception date This agreement shall not operate directly or of this policy. indirectly to benefit anyone not named in the 2. any obligation Imposed by a workers' agreement. . compensation or occupational disease B. This provision 3. does not apply In the states law, or similar law. of Pennsylvania and Utah. 3. bodily injury Intentionally caused or aggravated by you. Farm WC 99 03 03 B Printed in U.S.A. (Ed. 8100) Page 4 of 6 4, liability for any consequence, whether of America necessarily incurred as a direct direct or Indirect, of war, Invasion, act of result of bodily injury. Foreign enemy, hostilities (whether war be Our reimbursement shall be limited as follows: declared or not), civil war, rebellion, f, to the amount by which such expenses revolution, Insurrection or military or usurped power. Na endorsement now or exceed the normal cost of returning the subsequently attachad to this policy shall officer or employee if in good health, or be construed as overriding or walving.this 2, in the event of death, to the amount by limitation unless specific reference is which such expenses exceed the normal made thereto. cost of returning the officer or employee if D. Before We Pay alive and in good health. Before we reimburse you for the benefits to the In no event shall our reimbursement exceed persons entitled to them, you must have them: the bodily Injury by accident limit shown In Item 3.B, of the Information Page as respects 1, release you and us, in writing, of all any one such officer or employee whether responsibility for the Injury or death, dead or alive. 2. transfer to us their right to recover from H. Endemic Disease others who may be responsible for their Injury or death, The word "disease" includes any endemic diseases. 3. cooperate with us and do everything . necessary to enable us to enforce the right The coverage applies as If endemic diseases to recover from others, were included in the provisions of the workers' If the persons entitled to the benefits paid fall compensation law. to do these things, our duty to reimburse ends 5. Longshore and Harbor Workers' Compensation at once. If they claim damages from us for the Act Coverage Injury or death, our duty to reimburse ends at General Section C. Workers' Compensation once. Law Is replaced by the following: E. Recovery From Others C, Workfare'Compensation Law If we make a recovery from others, we will Workers' Compensation Law means the keep an amount equal to our expenses of workers or workers' compensation law and recovery and the benefits we reimbursed. We occupational disease law of each state or will pay the balance to the persons entitled to territory named in Item S.A. of the Information It. if persons entitled to the benefits make a Page and the Longshore and Harbor Workers' recovery from others, they must repay us for Compensation Act (33 USC Sections 901- the amounts that we have reimbursed you. 060). It includes any amendments to those [ F. Reimbursement for Actual Loss Sustained laws that are In effect during the policy period. This endorsement provides only for It does not Include any other federal workers f reimbursement for the loss you actually or workers' compensation law, other federal sustain. In order for you to recover Iess or occupational disease law or the provisions of expenses under this reimbursement you must: any law that provide nonoccupatlonal disability benefits. [ 1. actually sustain and pay the foss or Part Two (Employers' Liability Insurance), C. expense In money after trial, or Exclusions, exclusion 8, does not apply to 2. secure our consent for the payment of the work subject to the Longshore and Harbor loss or expense. Workers' Compensation Act. G. Repatriation This coverage does not apply to work subject Our reimbursement Includes the additional to- the Defense Base Act, the Outer expenses of repatriation to the United States Continental Shelf Lands Act, or the Nonapproprlated Fund Instrumentalities Act. Form WC 99 03 03 B Printed In U.S.A. (Bd. 8/00) Page 6 of 6 SECTION ICI 9, SCHEDULE OF COVERED STATES B, If a state, shown in item 3,A. of the Information A, This endorsement only applies in the states Page, approves this endorsement after the listed in this Schedule of Covered States. effective date of this policy, this endorsement will'apply to this policy, The coverage will apply in the new state on the effective date of the state approval, C. Schedule of Covered States; CA Countersigned by Authorized Representative Form WC 99 03 03 s Printed in U.S.A. (Ed, 8/00) Pago 6 of 6