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19-133 Dasher Technologies, Inc., General IT Consulting FIRST AMENDMENT TO AGREEMENT 19-133 BETWEEN THE CITY OF CUPERTINO AND DASHER TECHNOLOGIES. INC. FOR GENERAL IT CONSULTING SERVICES This First Amendment to Agreement 19-133 between the City of Cupertino and Dasher Technologies, Inc., for reference dated December 2, 2019, is by and between the CITY OF CUPERTINO,a municipal corporation (hereinafter "City") and, Dasher Technologies, Inc., a Corporation, etc ("Consultant")whose address is 675 Campbell Technology Parkway, Suite 100, Campbell, CA 95008, and is made with reference to the following: RECITALS: A. On 8/8/2019, an agreement was entered into by and between City and Dasher Consulting Services, Inc. (hereinafter "Agreement") for General IT Consulting Services. The agreement will expire on 6/30/2020. B. The Agreement and the First Amendment are collectively referred to as the "Agreement"unless otherwise indicated. 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. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will be based on actual costs but that will be capped so as not to exceed $53,400 ("Contract Price"), based upon the Scope of Services in Exhibit A and the budget and rates included in Exhibit C, Compensation and Exhibit C-2, Compensation, attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if the Contractor's annual costs exceed the capped amount.No extra work or payment is permitted without prior written approval of City. 2. Exhibit C-2,attached hereto, is added to the Agreement. 3. 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. CONSULT N �3��CJ CITY OF CUPERT By LT� By� 0 (� Title M'chael J.Co FO IT Manager APPROVED AS TO FORM City Attorney ATTEST: a K�City Clerk EXPENDITURE DISTRIBUTION PO#2020-196 Click here to enter text. Original $26,900 Amendment#1: $26,500 Amendment#2: Total: $537400 1188787.1 EXHIBIT C-2 Dasher Technologies Corporate Offices 675 Campbell Technology Parkway C DASHER Suite 100 Campbell,CA 95008 TECHNOLOGIES Ph: (866)898-9506 We take IT personally" Fax:(866)898-9503 ® Angela Armstrong 408-722-8275 angela.armstrong@dasher.com To: Bill Mitchell Quote#: 542424-001 City of Cupertino 408-777-1333 Quote Prepared: 11/13/2019 billm@cupertino.org Quote Valid Through: 12113/2019 Dasher Technologies General IT Professional Services 1MM - . . MIIIIIIIIIIII Description 100 1 Dasher Technologies Professional Services $26,500.00 $26,500.00 Dasher Technologies Professional Services. One Hour of 110 100 DT-HRLY- Subject Matter Expert. May be an onsite or remote based $245.00 $24,500.00 PROSERV Service. Service is delivered during local business Hours, local time where work is performed. 120 10 DT-PROJ-MGR Dasher Technologies Project Management Services. $200.00 $2,000.00 130 1 DT-SOW-DOC Dasher Technologies Statement of Work document. $0.00 $0.00 SubTotal $26,500.00 Tax $0.00 Freight $0.00 GrandTotal $26,500.00 Notes: The Client has engaged Dasher Technologies to assist with General IT Consulting Services. For General IT Consulting Services Dasher will invoice for actual hours delivered. This could be less than or equal to what is shown on this proposal, however it will not be greater. The Clients accounts payable department needs to be able to be partially invoiced against an outstanding PO. The client directs the Dasher Technologies Engineer on project duties based on client needs. Remote professional services require a minimum of 1 hour and will be billed at a minimum of 1-hour increments for each additional hour in excess of 1-hour on the same day. On-site professional services 1 540069-001 require a minimum of 4-hours and will be billed in 1-hour increments for each additional hour in excess of 4-hours on the same day. Dasher availability to provide General IT Consulting Services are prioritized below existing formal projects with set deliverables that are in process with a Client. Dasher Technologies will work with the client to schedule an engineering resource as close to the requested project date as possible for the Client. In some instances this process could take up to 2 weeks due to other scheduled projects that a specific engineering resource may be involved in. ACO® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1' 11/26/2019 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 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 NAME: Julie Gillan Leavitt Pacific Insurance Brokers, Inc. IADNN Ex (408)288-6262 ac,No: t11112ee-7635 License #OD79674 E-MAIL ADDRESS: g ulie- plan@leavitt.com 1570 The Alameda, Suite 101 INSURERS AFFORDING COVERAGE NAIC# San Jose CA 95126 INSURERA:Hartford Insurance Company of Midwest 37478 INSURED INSURER B:Hartford Casualty Insurance Company A29424 Dasher Technologies, Inc. INSURER C:Sentinel Insurance Company 11000 675 Campbell Technology Pkwy INSURERD:Allied World Insurance Company 22730 Ste 100 INSURER E Campbell CA 95008 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 ADDL SWVD UER POLICY NUMBER EXP MM/D DYIYYYY MMIDDY/YYYY LIMITS LTR X COMMERCIAL GENERAL LIABILITY 1,000,000 EACH OCCURRENCE $ A CLAIMS-MADE ❑X PREMISESS OCCUR DAMAGE (RENTED 300,000 PREMI Ea occurrence $ X Y 57UUNZC0302 10/1/2019 10/1/2020 MED EXP(Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICYPRO�ECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: Employee Benefits $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED AUTOS AUTOS 57UUNZC0302 10/1/2019 10/1/2020 BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE X HIREDAUTOS Ix AUTOS - (Far, Per accident $ X UMBRELLA LAB OCCUR EACH OCCURRENCE $ 10,000,000 B EXCESS LAB HCLAIMS-MADE AGGREGATE $ 10,000,000 DED X RETENTION$ 10,000 57RHUVJ9897 10/1/2019 10/1/2020 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE El NIAE.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? 57YIE GH2291 10/1/2019 10/1/2020 C (Mandatory in NH) Y E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D E&O Liability 03093262 12/1/2019 12/1/2020 Limit 2,000,000 A Business Personal Property 57UUNZC0302 10/1/2019 10/1/2020 Spec Form Repl Cost DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) The City of Cupertino, its City Council, officers, officials, employees, agents, servants, and volunteers are named as additional insured per attached endorsement CG20260413. Primary wording applies per attached endorsement HG00010916 Waiver of subrogation applies to general liability and workers comp per attached endorsements, HG00010916 and WC000313. 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 10300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE Fred Stafford/GAMARTWGW��V � ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) COMMENTS/REMARKS (D) Cyber Liability 12/l/2019 - 12/l/2020, Policy #03093262 Limit: $5,000,000 OFREMARK COPYRIGHT 2000, AMS SERVICES INC. POLICY NUMBER: 57 UUN ZC0302 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): CITY OF CUPERTINO, ITS CITY COUNCIL, BOARDS AND COMMISSIONS, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS, VOLUNTEERS AND CONSULTANTS FOR CERTIFICATE NO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only with Section III—Limits Of Insurance: respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. Required by the contract or agreement; or 1. In the performance of your ongoing operations; or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the applicable 1. The insurance afforded to such additional Limits of Insurance shown in the Declarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 0413 ©Insurance Services Office, Inc., 2012 Page 1 of 1 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 II —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 or resumption of such "bodily injury" or SECTION I—COVERAGES "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 II 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 any"occurrence and settle any claim or"suit injury"or"property damage"; or that may result. But: (1) The amount we will pay for damages is (3) Becomes aware by any other means that limited as described in Section III — Limits "bodily injury" or "property damage" has 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 Payments—Coverages A and B. or failure to render the following health care b. This insurance applies to "bodily injury" and services by any "employee" or "volunteer "property damage" only if: worker" shall be deemed to be caused by an "occurrence"for: HG 00 01 09 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 such party for, or for the (a) Medical, surgical, dental, laboratory, x- cost of, that party's defense has also ray or nursing services or treatment, been assumed in the same "insured advice or instruction, or the related contract"; and furnishing of food or beverages; (b) Such attorney fees and litigation (b) Any health or therapeutic service, expenses are for defense of that party treatment, advice or instruction; or against a civil or alternative dispute (c) The furnishing or dispensing of drugs resolution proceeding in whichdamages to which this insurance or medical, dental, or surgical supplies or appliances; or applies are alleged. (2) First aid services, which include: c. Liquor Liability (a) Cardiopulmonary resuscitation, "Bodily injury" or "property damage"for which whether performed manually or with a any insured may be held liable by reason of: defibrillator; or (1) Causing or contributing to the intoxication (b) Services performed as a Good of any person; Samaritan. (2) The furnishing of alcoholic beverages to a For the purpose of determining the limits of person under the legal drinking age or under the influence of alcohol; or insurance, any act or omission together with all related acts or omissions in the furnishing (3) Any statute, ordinance or regulation of these services to any one person will be relating to the sale, gift, distribution or use considered one "occurrence". of alcoholic beverages. However, this Incidental Medical 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 of the (a) The supervision, hiring, employment, 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 transportation with respect to any a. Expected Or Intended Injury person that may be under the influence "Bodily injury" or "property damage" expected of alcohol; or intended from the standpoint of the if the "occurrence" which caused the "bodily insured. This exclusion does not apply to injury" or "property damage", involved that "bodily injury" or "property damage" resulting which is described in Paragraph (1), (2) or(3) from the use of reasonable force to protect above. persons or property. However, this exclusion applies only if you b. Contractual Liability are in the business of manufacturing, "Bodily injury" or "property damage"for which distributing, selling, 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 exclusion, permitting a person to bring contract or agreement. This exclusion does alcoholic beverages on your premises, for not apply to liability for damages: consumption on your premises, whether or (1) That the insured would have in the not a fee is charged or a license is required absence of the contract or agreement; or for such activity, is not by itself considered the (2) Assumed in a contract or agreement that business of selling, serving or furnishing is an "insured contract", 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 a workers' contract or agreement. Solely for the compensation, disability benefits or purposes of liability assumed in an unemployment compensation law or any "insured contract", reasonable attorney similar law. fees and necessary litigation expenses e. Employer's Liability incurred by or for a party other than an insured are deemed to be damages "Bodily injury"to: because of "bodily injury" or "property (1) An "employee"of the insured arising out of damage", provided: and in the course of: Page 2 of 21 HG 00 01 09 16 (a) Employment by the insured; or the handling, storage, disposal, (b) Performing duties related to the processing or treatment of waste; conduct of the insured's business; or (c) Which are or were at any time (2) The spouse, child, parent, brother or sister transported, handled, stored, treated, of that "employee" as a consequence of disposed of, or processed as waste by Paragraph (1)above. or for: This exclusion applies: (i) Any insured; or (1) Whether the insured may be liable as an (ii) Any person or organization for employer or in any other capacity; and whom you may be legally (2) To any obligation to share damages with responsible; or repay someone else who must pay (d) At or from any premises, site or damages because of the injury. location on which any insured or any This exclusion does not apply to liability contractors or subcontractors working directly or indirectly on any insured's assumed by the insured under an "insured behalf are performing operations if the contract". "pollutants" are brought on or to the f. Pollution premises, site or location in connection (1) "Bodily injury" or "property damage" with such operations by such insured, arising out of the actual, alleged or contractor or subcontractor. However, threatened discharge, dispersal, seepage, this subparagraph does not apply to: migration, release or escape of (i) "Bodily injury" or"property damage" "pollutants": arising out of the escape of fuels, (a) At or from any premises, site or lubricants or other operating fluids location which is or was at any time which are needed to perform the owned or occupied by, or rented or normal electrical, hydraulic or loaned to, any insured. However, this mechanical functions necessary for subparagraph does not apply to: the operation of"mobile equipment" (i) "Bodily injury" if sustained within a or its parts, if such fuels, lubricants building and caused by smoke, or other operating fluids escape fumes, vapor or soot produced by from a vehicle part designed tohold, store or receive them. This or originating from equipment that exception does not apply if the is used to heat, cool or dehumidify the building, or equipment that is the injury" or"property damage" used to heat water for personal arises out of the intentionaldischarge, dispersal or release of use, by the building's occupants or their guests; the fuels, lubricants or other operating fluids, or if such fuels, (ii) "Bodily injury"or"property damage" lubricants or other operating fluids for which you may be held liable, if are brought on or to the premises, you are a contractor and the owner site or location with the intent that or lessee of such premises, site or they be discharged, dispersed or location has been added to your released as part of the operations policy as an additional insured with being performed by such insured, respect to your ongoing operations contractor or subcontractor; performed for that additional ii "Bodilyinjury" or "property dams e" insured at that premises, site or ( ) J y g sustained within a building and location and such premises, site or caused by the release of gases, location is not and never was fumes or vapors from materials owned or occupied by, or rented or brought into that building in loaned to, any insured, other than connection with operations being that additional insured; or performed by you or on your behalf (iii) "Bodily injury"or "property damage" by a contractor or subcontractor; or arising out of heat, smoke or fumes from a "hostile fire"; (iii) 'Bodily injury" or"property damage" arising out of heat, smoke or fumes (b) At or from any premises, site or from a "hostile fire"; or location which is or was at any time (e) At or from any premises, site or used by or for any insured or others for location on which any insured or any contractors or subcontractors working HG 00 01 09 16 Page 3 of 21 directly or indirectly on any insured's to, premises you own or rent, provided the behalf are performing operations if the "auto" is not owned by or rented or loaned operations are to test for, monitor, to you or the insured; clean up, remove, contain, treat, (4) Liability assumed under any "insured detoxify or neutralize, or in any way contract" for the ownership, maintenance respond to, or assess the effects of, or use of aircraft or watercraft; "pollutants". (2) Any loss, cost or expense arising out of (5) "Bodily injury" or "property damage" arising out of: any: (a) The operation of machinery or (a) Request, demand, order or statutory or equipment that is attached to, or part regulatory requirement that any of, a land vehicle that would qualify insured or others test for, monitor, under the definition of "mobile clean up, remove, contain, treat, equipment" if it were not subject to a detoxify or neutralize, or in any way compulsory or financial responsibility respond to, or assess the effects of, law or other motor vehicle insurance "pollutants"; or law where it is licensed or principally (b) Claim or suit by or on behalf of a garaged; or governmental authority for damages (b) The operation of any of the machinery because of testing for, monitoring, or equipment listed in Paragraph f.(2) cleaning up, removing, containing, or f.(3) of the definition of "mobile treating, detoxifying or neutralizing, or equipment"; or in any way responding to, or assessing the effects of, "pollutants". (6) An aircraft that is not owned by any insured and is hired, chartered or loaned However, this paragraph does not apply to with a paid crew. However, this exception liability for damages because of "property does not apply if the insured has any other damage" that the insured would have in insurance for such "bodily injury" or the absence of such request, demand, "property damage", whether the other order or statutory or regulatory insurance is primary, excess, contingent requirement, or such claim or "suit" by or or on any other basis. on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft h. Mobile Equipment "Bodily injury" or "property damage" arising "Bodily injury" or "property damage" arising out of: out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or (1) The transportation of "mobile equipment" watercraft owned or operated by or rented or an "auto" owned or operated by or re loaned to any insured. Use includes operation rented or loaned to any insured; or and "loading or unloading". (2) The use of"mobile equipment" in, or while This exclusion applies even if the claims in practice for, or while being prepared for, against any insured allege negligence or any prearranged racing, speed, other wrongdoing in the supervision, hiring, demolition, or stunting activity. employment, training or monitoring of others i. War by that insured, if the "occurrence" which "Bodily injury" or "property damage", however caused the "bodily injury" or "property caused, arising, directly or indirectly, out of: damage" involved the ownership, maintenance, use or entrustment to others of (1) War, including undeclared or civil war; any aircraft, "auto" or watercraft that is owned (2) Warlike action by a military force, including or operated by or rented or loaned to any action in hindering or defending against an insured. actual or expected attack, by any This exclusion does not apply to: government, sovereign or other authority using military personnel or other agents; (1) A watercraft while ashore on premises you or own or rent; (3) Insurrection, rebellion, revolution, usurped (2) A watercraft you do not own that is: power, or action taken by governmental (a) Less than 51 feet long; and authority in hindering or defending against (b) Not being used to carry persons for a any of these. charge; j. Damage To Property (3) Parking an "auto" on, or on the ways next "Property damage"to: Page 4 of 21 HG 00 01 09 16 (1) Property you own, rent, or occupy, This exclusion does not apply if the damaged including any costs or expenses incurred work or the work out of which the damage by you, or any other person, organization arises was performed on your behalf by a or entity, for repair, replacement, subcontractor. 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 to another's property; "Property damage" to "impaired property" or property that has not been physically injured, (2) Premises you sell, give away or abandon, if the "property damage" arises out of any arising out of: part of those premises; (1) A defect, deficiency, inadequacy or (3) Property loaned to you; dangerous condition in "your product" or 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 performed on it. Damages claimed for any loss, cost or P expense incurred by you or others for the loss Paragraphs (1), (3) and (4) of this exclusion of use, withdrawal, recall, inspection, repair, do not apply to "property damage" (other than 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. 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 o. Personal And Advertising Injury not apply to "property damage" arising from the use of elevators. "Bodily injury" arising out of "personal and advertising injury". Paragraphs (3), (4), (5) and (6) of this exclusions not apply liability assumed p. Access or Disclosure Of Confidential Or under a sidetrack agreement. Personal Information And Data-related Liability Paragraphs (3) and (4) of this exclusion do 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 card information, health information or any k. Damage To Your Product other type of nonpublic information; or "Property damage" to "your product" arising (2) The loss of, loss of use of, damage to, out of it or any part of it. corruption of, inability to access, or I. Damage To Your Work inability to manipulate electronic data. "Property damage" to "your work" arising out This exclusion applies even if damages are of it or any part of it and included in the claimed for notification costs, credit "products-completed operations hazard". monitoring expenses, forensic expenses, HG 00 01 09 16 Page 5 of 21 public relations expenses or any other loss, assess the effects of an "asbestos cost or expense incurred by you or others hazard"; or arising out of that which is described in (c) Arise out of any claim or suit for Paragraph (1) or(2)above. damages because of testing for, However, unless Paragraph (1) above monitoring, cleaning up, removing, applies, this exclusion does not apply to encapsulating, containing, treating, damages because of"bodily injury". detoxifying or neutralizing or in any As used in this exclusion, electronic data way responding to or assessing the means information, facts or programs stored effects of an "asbestos hazard". as or on, created or used on, or transmitted to s. Recording And Distribution Of Material Or or from computer software, including systems Information In Violation Of Law and applications software, hard or floppy "Bodily injury" or "property damage" arising disks, CD-ROMS, tapes, drives, cells, data directly or indirectly out of any action or processing devices or any other media which omission that violates or is alleged to violate: are used with electronically controlled equipment. (1) The Telephone Consumer Protection Act q. Employment-Related Practices (TCPA), including any amendment of or addition to such law; "Bodily injury"to: (2) The CAN-SPAM Act of 2003, including (1) A person arising out of any "employment— any amendment of or addition to such law; related practices"; or (3) The Fair Credit Reporting Act(FCRA), and (2) The spouse, child, parent, brother or sister any amendment of or addition to such law, of that person as a consequence of"bodily including the Fair and Accurate Credit injury" to that person at whom any Transaction Act(FACTA); or "employment-related practices" are (4) Any federal, state or local statute, directed. ordinance or regulation, other than the This exclusion applies: TCPA or CAN-SPAM Act of 2003 or FCRA (1) Whether the injury-causing event and their amendments and additions, that described in the definition of"employment- addresses, prohibits or limits the printing, related practices" occurs before dissemination, disposal, collecting, employment, during employment or after recording, sending, transmitting, employment of that person; communicating or distribution of material (2) Whether the insured may be liable as an or information. employer or in any other capacity; and Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or (3) To any obligation to share damages with Explosion or repay someone else who must pay damages because of the injury. Exclusions c. through h. and j. through n. do not r. Asbestos apply to damage by fire, lightning or explosion to premises while rented to you or temporarily (1) "Bodily injury" or "property damage" occupied by you with permission of the owner. A arising out of the "asbestos hazard". separate limit of insurance applies to this (2) Any damages, judgments, settlements, coverage as described in Section III — Limits Of loss, costs or expenses that: Insurance. (a) May be awarded or incurred by reason COVERAGE B PERSONAL AND ADVERTISING of any claim or suit alleging actual or INJURY LIABILITY threatened injury or damage of any 1. Insuring Agreement nature or kind to persons or property a. We will pay those sums that the insured which would not have occurred in becomes legally obligated to pay as damages whole or in part but for the "asbestos because of "personal and advertising injury" hazard"; to which this insurance applies. We will have (b) Arise out of any request, demand, the right and duty to defend the insured order or statutory or regulatory against any "suit' seeking those damages. requirement that any insured or others However, we will have no duty to defend the test for, monitor, clean up, remove, insured against any "suit' seeking damages encapsulate, contain, treat, detoxify or for "personal and advertising injury" to which neutralize or in any way respond to or this insurance does not apply. We may, at our Page 6 of 21 HG 00 0109 16 discretion, investigate any offense and settle use another's "advertising idea" in your any claim or"suit"that may result. But: "advertisement". (1) The amount we will pay for damages is g. Quality Or Performance Of Goods — limited as described in Section III — Limits Failure To Conform To Statements Of Insurance; and "Personal and advertising injury" arising out of (2) Our right and duty to defend end when we the failure of goods, products or services to have used up the applicable limit of conform with any statement of quality or insurance in the payment of judgments or performance made in your"advertisement". 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. Payments—Coverages A and B. Infringement Of Intellectual Property 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 offense was committed in the "coverage or violation of any intellectual property territory"during the policy period. rights such as copyright, patent, 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 "Personal and advertising injury" arising out of or "suit" that also alleges an infringement an offense committed by, at the direction or or violation of any intellectual property with the consent or acquiescence of the right, whether such allegation of insured with the expectation of inflicting infringement or violation is made by you or "personal and advertising injury". by any other party involved in the claim or b. Material Published With Knowledge Of "suit", regardless of whether this Falsity insurance would otherwise apply. "Personal and advertising injury"arising out of However, this exclusion does not apply if the only allegation in the claim or "suit" involving oral, written or electronic publication, in any manner, of material, if done by or at the any intellectual property right is limited to: direction of the insured with knowledge of its (1) Infringement, in your"advertisement", of: falsity. (a) Copyright; 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. d. Criminal Acts j. Insureds In Media And Internet Type 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. e. Contractual Liability (1) Advertising, broadcasting, publishing or 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 liability for damages that the insured would (3) An Internet search, access, content or have in the absence of the contract or service provider. agreement. However, this exclusion does not apply to f. Breach Of Contract Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the "Personal and advertising injury"arising out of a Definitions Section. breach of contract, except an implied contract to HG 00 01 09 16 Page 7 of 21 For the purposes of this exclusion, the placing "Personal and advertising injury" arising out of frames, borders or links, or advertising, for of: you or others anywhere on the Internet, is not (1) An "advertisement" for others on your web by itself, considered the business of site; advertising, broadcasting, publishing or telecasting. (2) Placing a link to a web site of others on k. Electronic Chatrooms Or Bulletin Boards your web site; (3) Content, including information, sounds, "Personal and advertising injury" arising out of text, graphics, or images from a web site an electronic chatroom or bulletin board the of others displayed within a frame or insured hosts, owns, or over which the border on your web site; or insured exercises control. (4) Computer code, software or programming I. Unauthorized Use Of Another's Name Or Product used to enable: (a) Your web site; or "Personal and advertising injury" arising out of the unauthorized use of another's name or (b) The presentation or functionality of an product in your e-mail address, domain name "advertisement" or other content on or metatags, or any other similar tactics to your web site. mislead another's potential customers. q. Right Of Privacy Created By Statute m. Pollution "Personal and advertising injury" arising out of "Personal and advertising injury" arising out of the violation of a person's right of privacy the actual, alleged or threatened discharge, created by any state or federal act. dispersal, seepage, migration, release or However, this exclusion does not apply to escape of"pollutants" at any time. liability for damages that the insured would n. Pollution-Related have in the absence of such state or federal Any loss, cost or expense arising out of any: act. r. Violation Of Anti-Trust law (1) Request, demand, order or statutory or regulatory requirement that any insured or "Personal and advertising injury"arising out of others test for, monitor, clean up, remove, a violation of any anti-trust law. contain, treat, detoxify or neutralize, or in s. Securities any way respond to, or assess the effects "Personal and advertising injury"arising out of of, "pollutants'; or the fluctuation in price or value of any stocks, (2) Claim or suit by or on behalf of a bonds or other securities. governmental authority for damages t. Recording And Distribution Of Material Or because of testing for, monitoring, Information In Violation Of Law cleaning up, removing, containing, "Personal and advertising injury" arising treating, detoxifying or neutralizing, or in any way responding to, or assessing the directly or indirectly out of any action or effects of, "pollutants". omission that violates or is alleged to violate: o. War (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or "Personal and advertising injury", however addition to such law; caused, arising, directly or indirectly, out of: (2) The CAN-SPAM Act of 2003, including (1) War, including undeclared or civil war; any amendment of or addition to such law; (2) Warlike action by a military force, including (3) The Fair Credit Reporting Act(FCRA), and action in hindering or defending against an any amendment of or addition to such law, actual or expected attack, by any including the Fair and Accurate Credit government, sovereign or other authority Transaction Act(FACTA); or using military personnel or other agents; (4) Any federal, state or local statute, or ordinance or regulation, other than the (3) Insurrection, rebellion, revolution, usurped TCPA or CAN-SPAM Act of 2003 or FCRA power, or action taken by governmental and their amendments and additions, that authority in hindering or defending against addresses, prohibits or limits the printing, any of these. dissemination, disposal, collecting, p. Internet Advertisements And Content Of recording, sending, transmitting, Others communicating or distribution of material or information. Page 8 of 21 HG 00 01 09 16 u. Employment-Related Practices information or any other type of nonpublic "Personal and advertising injury"to: information. (1) A person arising out of any "employment— This exclusion applies even if damages are related practices"; or claimed for notification costs, credit monitoring expenses, forensic expenses, (2) The spouse, child, parent, brother or sister public relations expenses or any other loss, of that person as a consequence of cost or expense incurred by you or others "personal and advertising injury" to that arising out of any access to or disclosure of person at whom any "employment-related any person's or organization's confidential or practices" are directed. personal information. 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; (2) Whether the insured may be liable as an (1) On premises you own or rent; employer or in any other capacity; and (2) On ways next to premises you own or 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 damages because of testing for, 2. Exclusions monitoring, cleaning up, removing, We will not pay expenses for"bodily injury": encapsulating, containing, treating, a. Any Insured detoxifying or neutralizing or in any way responding to or assessing the To any insured, except"volunteer workers". 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 information, credit card information, health d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of HG 00 01 09 16 Page 9 of 21 any insured, if benefits for the "bodily injury" are party to the "suit", we will defend that indemnitee payable or must be provided under a workers' if all of the following conditions are met: compensation or disability benefits law or a a. The "suit" against the indemnitee seeks similar law. damages for which the insured has assumed e. Athletics Activities the liability of the indemnitee in a contract or To a person injured while practicing, agreement that is an "insured contract"; instructing or participating in any physical b. This insurance applies to such liability exercises or games, sports, or athletic assumed by the insured; contests. c. The obligation to defend, or the cost of the f. Products-Completed Operations Hazard defense of, that indemnitee, has also been Included within the "products-completed assumed by the insured in the same "insured operations hazard". contract"; g. Coverage A Exclusions d. The allegations in the "suit" and the 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 A AND B interests of the indemnitee; 1. We will pay, with respect to any claim we e. The indemnitee and the insured ask us to investigate or settle, or any "suit" against an conduct and control the defense of that insured we defend: indemnitee against such "suit" and agree that a. All expenses we incur. we can assign the same counsel to defend b. Up to $1,000 for cost of bail bonds required the insured and the indemnitee; and because of accidents or traffic law violations f. The indemnitee: arising out of the use of any vehicle to which (1) Agrees in writing to: the Bodily Injury Liability Coverage applies. (a) Cooperate with us in the investigation, We do not have to furnish these bonds. settlement or defense of the "suit"; c. The cost of appeal bonds or bonds to release (b) Immediately send us copies of any attachments, but only for bond amounts demands, notices, summonses or legal 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) Notify 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 "suit", indemnitee; and including actual loss of earnings up to $500 a day because of time off from work. (d) Cooperate with us with respect to e. All court costs taxed against the insured in coordinating other applicable insurance available to the indemnitee; the "suit". However, such costs do not and include attorneys' fees, attorneys' expenses,witness or expert fees, or any other expenses ( )2 Provides us with written authorization to: of a party taxed to the insured. (a) Obtain records and other information f. Prejudgment interest awarded against the related to the "suit"; and insured on that part of the judgment we pay. If (b) Conduct and control the defense of the we make an offer to pay the applicable limit of indemnitee in such "suit". insurance, we will not pay any prejudgment So 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, g. All interest on the full amount of any judgment necessary litigation expenses incurred by us and that accrues after entry of the judgment and necessary litigation expenses incurred by the before we have paid, offered to pay, or indemnitee at our request will be paid as deposited in court the part of the judgment Supplementary Payments. Notwithstanding the that is within the applicable limit of insurance. provisions of Paragraph 2.b.(2) of Section I — These payments will not reduce the limits of Coverage A — Bodily Injury And Property insurance. Damage Liability, such payments will not be deemed to be damages for "bodily injury" and 2. If we defend an insured against a "suit" and an "property damage" and will not reduce the limits indemnitee of the insured is also named as a of insurance. Page 10 of 21 HG 00 01 09 16 Our obligation to defend an insured's indemnitee liability company), to a co-"employee" and to pay for attorneys' fees and necessary while in the course of his or her litigation expenses as Supplementary Payments employment or performing duties ends when: related to the conduct of your a. We have used up the applicable limit of business, or to your other "volunteer insurance in the payment of judgments or workers" while performing duties settlements; or related to the conduct of your b. The conditions set forth above, or the terms of business; the agreement described in Paragraph f. (b) To the spouse, child, parent, brother or above, are no longer met. sister of that co-"employee" or that SECTION II—WHO IS AN INSURED "volunteer worker" as a consequence of Paragraph (1)(a)above; 1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole of the injury described in Paragraphs owner. (1)(a) or(1)(b) above; or b. A partnership or joint venture, you are an (d) Arising out of his or her providing or insured. Your members, your partners, and failing to provide professional health their spouses are also insureds, but only with care services. respect to the conduct of your business. If you are not in the business of providing c. A limited liability company, you are an professional health care services: insured. Your members are also insureds, but (a) Subparagraphs (1)(a), (1)(b) and (1)(c) only with respect to the conduct of your above do not apply to any "employee" business. Your managers are insureds, but only with respect to their duties as your or "volunteer worker" providing first aid services; and managers. d. An organization other than a partnership, (b) Subparagraph (1)(d) above does not g p p,joint apply to any nurse, emergency medical venture or limited liability company, you are technician or paramedic employed by an insured. Your "executive officers" and you to provide such services. directors are insureds, but only with respect to their duties as your officers or directors. Your (2) "Property damage"to property: stockholders are also insureds, but only with (a) Owned, occupied or used by, respect to their liability as stockholders. (b) Rented to, in the care, custody or e. A trust, you are an insured. Your trustees are control of, or over which physical also insureds, but only with respect to their control is being exercised for any duties as trustees. 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 member (if you are a limited liability performing duties related to the conduct of company). your business, or your "employees", other than either your"executive officers" (if you are b. Real Estate Manager an organization other than a partnership, joint Any person (other than your "employee" or venture or limited liability company) or your "volunteer worker"), or any organization while managers (if you are a limited liability acting as your real estate manager. company), but only for acts within the scope c. Temporary Custodians Of Your Property of their employment by you or while performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, but only: However, none of these "employees" or"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 Your legal representative if you die, but only HG 00 01 09 16 Page 11 of 21 with respect to duties as such. That 5. Additional Insureds When Required By representative will have all your rights and Written Contract, Written Agreement Or duties under this Coverage Part. Permit e. Unnamed Subsidiary The following person(s) or organization(s) are an Any subsidiary, and subsidiary thereof, of additional insured when you have agreed, in a yours which is a legally incorporated entity of written contract, written agreement or because of which you own a financial interest of more a permit issued by a state or political subdivision, than 50% of the voting stock on the effective that such person or organization be added as an date of the Coverage Part. additional insured on your policy, provided the The insurance afforded herein for any injury or damage occurs subsequent to the execution of the contract or agreement. subsidiary not named in this Coverage Part as a named insured does not apply to injury A person or organization is an additional insured or damage with respect to which such insured under this provision only for that period of time is also a named insured under another policy required by the contract or agreement. or would be a named insured under such However, no such person or organization is an policy but for its termination or the exhaustion insured under this provision if such person or of its limits of insurance. organization is included as an insured by an 3. Newly Acquired Or Formed Organization endorsement issued by us and made a part of Any organization you newly acquire or form, this Coverage Part. other than a partnership, joint venture or limited a. Vendors liability company, and over which you maintain Any person(s) or organization(s) (referred to financial interest of more than 50% of the voting below as vendor), but only with respect to stock, will qualify as a Named Insured if there is "bodily injury" or "property damage" arising no other similar insurance available to that out of"your products"which are distributed or organization. However: sold in the regular course of the vendor's a. Coverage under this provision is afforded only business and only if this Coverage Part until the 180th day after you acquire or form provides coverage for "bodily injury" or the organization or the end of the policy "property damage" included within the period, whichever is earlier; "products-completed operations hazard". b. Coverage A does not apply to "bodily injury" (1) The insurance afforded the vendor is or "property damage" that occurred before subject to the following additional you acquired or formed the organization; and exclusions: c. Coverage B does not apply to "personal and This insurance does not apply to: advertising injury" arising out of an offense (a) "Bodily injury" or"property damage"for committed before you acquired or formed the which the vendor is obligated to pay organization. damages by reason of the assumption 4. Nonowned Watercraft of liability in a contract or agreement. With respect to watercraft you do not own that is This exclusion does not apply to liability for damages that the vendor less than 51 feet long and is not being used to would have in the absence of the carry persons for a charge, any person is an contract a agreement; insured while operating such watercraft with your permission. Any other person or organization (b) Any express warranty unauthorized by responsible for the conduct of such person is you; also an insured, but only with respect to liability (c) Any physical or chemical change in the arising out of the operation of the watercraft, and product made intentionally by the only if no other insurance of any kind is available vendor; to that person or organization for this liability. (d) Repackaging, except when unpacked However, no person or organization is an insured solely for the purpose of inspection, with respect to: demonstration, testing, or the a. "Bodily injury" to a co-"employee" of the substitution of parts under instructions person operating the watercraft; or from the manufacturer, and then b. "Property damage to property owned by, repackaged in the original container; rented to, in the charge of or occupied by you (e) Any failure to make such inspections, or the employer of any person who is an adjustments, tests or servicing as the insured under this provision. vendor has agreed to make or normally Page 12 of 21 HG 00 01 09 16 undertakes to make in the usual This insurance does not apply to: course of business, in connection with 1. Any "occurrence" which takes place after the distribution or sale of the products; you cease to lease that land; or (f) Demonstration, installation, servicing 2. Structural alterations, new construction or or repair operations, except such demolition operations performed by or on operations performed at the vendor's behalf of such person or organization. premises in connection with the sale of the product; d. Architects, Engineers Or Surveyors (g) Products which, after distribution or Any architect, engineer, or surveyor, but only sale by you, have been labeled or with respect to liability for "bodily injury", relabeled or used as a container, part "property damage" or "personal and or ingredient of any other thing or advertising injury" caused, in whole or in part, substance by or for the vendor; or by your acts or omissions or the acts or (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: With respect to the insurance afforded these (i) The exceptions contained in Sub- additional insureds, the following additional paragraphs (d)or(f); or 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 1. The preparing, approving, or failing to products. 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 engineering activities. such products. This exclusion applies even if the claims b. Lessors Of Equipment against any insured allege negligence or (1) Any person(s) or organization(s) from other wrongdoing in the supervision, hiring, whom you lease equipment; but only with 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 respect to operations performed by you or on expires. our behalf for which the state or y 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: HG 00 01 09 16 Page 13 of 21 (2) "Bodily injury" or "property damage" by that insured, if the "occurrence" which included within the "products-completed caused the "bodily injury" or "property operations hazard". damage", or the offense which caused the f. Any Other Party "personal and advertising injury", involved the Any other person or organization who is not rendering of or the failure to render any professional services by or for you. an additional insured under Paragraphs a. through e. above, but only with respect to The limits of insurance that apply to additional liability for "bodily injury", "property damage" insureds is described in Section III — Limits Of or"personal and advertising injury" caused, in Insurance. whole or in part, by your acts or omissions or How this insurance applies when other insurance the acts or omissions of those acting on your is available to the additional insured is described behalf: in the Other Insurance Condition in Section IV— (1) In the performance of your ongoing Commercial General Liability Conditions. operations; No person or organization is an insured with respect (2) In connection with your premises owned to the conduct of any current or past partnership, by or rented to you; or joint venture or limited liability company that is not (3) In connection with "your work" and shown as a Named Insured in the Declarations.included within the "products-completed SECTION III—LIMITS OF INSURANCE operations hazard", but only if 1. The Most We Will Pay (a) The written contract or agreement The Limits of Insurance shown in the requires you to provide such coverage Declarations and the rules below fix the most we to such additional insured; and will pay regardless of the number of: (b) This Coverage Part provides coverage a. Insureds; for"bodily injury" or "property damage" b. Claims made or"suits" brought; or included within the "products- completed operations hazard". c. Persons or organizations making claims or bringing "suits". However: (1) The insurance afforded to such additional 2. General Aggregate Limit insured only applies to the extent The General Aggregate Limit is the most we will permitted by law; and pay for the sum of: (2) If coverage provided to the additional a. Medical expenses under Coverage C; insured is required by a contract or b. Damages under Coverage A, except agreement, the insurance afforded to such damages because of "bodily injury" or additional insured will not be broader than "property damage" included in the "products- that which you are required by the contract completed operations hazard"; and or agreement to provide for such c. Damages under Coverage B. additional insured. 3. Products-Completed Operations Aggregate With respect to the insurance afforded to Limit these additional insureds, this insurance does not apply to: The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A "Bodily injury", "property damage" or for damages because of "bodily injury" and "personal and advertising injury" arising out of "property damage" included in the "products- the rendering of, or the failure to render, any completed operations hazard". professional architectural, engineering or 4. Personal And Advertising Injury Limit surveying services, including: (1) The preparing, approving, or failing to Subject to 2. above, the Personal and prepare or approve, maps, shop drawings, Advertising Injury Limit is the most we will pay opinions, reports, surveys, field orders, under Coverage B for the sum of all damages change orders or drawings and because of all "personal and advertising injury" specifications; or sustained by any one person or organization. (2) Supervisory, inspection, architectural or 5. Each Occurrence Limit engineering activities. Subject to 2. or 3. above, whichever applies, the This exclusion applies even if the claims Each Occurrence Limit is the most we will pay for against any insured allege negligence or the sum of: other wrongdoing in the supervision, hiring, a. Damages under Coverage A; and employment, training or monitoring of others Page 14 of 21 HG 00 01 09 16 b. Medical expenses under Coverage C a. Notice Of Occurrence Or Offense because of all "bodily injury" and "property You or any additional insured must see to it damage"arising out of any one"occurrence". that we are notified as soon as practicable of 6. Damage To Premises Rented To You Limit an "occurrence" or an offense which may Subject to 5. above, the Damage To Premises result in a claim. To the extent possible, Rented To You Limit is the most we will pay notice should include: under Coverage A for damages because of (1) How, when and where the "occurrence" or "property damage" to any one premises, while offense took place; rented to you, or in the case of damage by fire, (2) The names and addresses of any injured lightning or explosion, while rented to you or persons and witnesses; and temporarily occupied by you with permission of (3) The nature and location of any injury or the owner. damage arising out of the "occurrence" or In the case of damage by fire, lightning or offense. explosion, the Damage to Premises Rented To b. Notice Of Claim You Limit applies to all damage proximately caused by the same event, whether such If a claim is made or "suit" is brought against damage results from fire, lightning or explosion any insured, you or any additional insured or any combination of these. must: 7. Medical Expense Limit (1) Immediately record the specifics of the Subject to 5. above, the Medical Expense Limit is claim or"suit"and the date received; and the most we will pay under Coverage C for all (2) Notify us as soon as practicable. medical expenses because of "bodily injury" You or any additional insured must see to it sustained by any one person. that we receive written notice of the claim or 8. How Limits Apply To Additional Insureds "suit"as soon as practicable. If you have agreed in a written contract or written c. Assistance And Cooperation Of The agreement that another person or organization Insured be You and any other involved insured must: 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 less than 12 months. In that case, the additional No insured will, except at that insured's own period will be deemed part of the last preceding cost, voluntarily make a payment, assume period for purposes of determining the Limits of any obligation, or incur any expense, other than for first aid, without our consent. Insurance. SECTION IV — COMMERCIAL GENERAL e. Additional Insureds Other Insurance LIABILITY CONDITIONS If we cover a claim or "suit" under this 1. Bankruptcy Coverage Part that may also be covered by 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 HG 00 01 09 16 Page 15 of 21 contract or written agreement that this b. Excess Insurance insurance is primary and non-contributory This insurance is excess over any of the other with the additional insured's own insurance. insurance, whether primary, excess, f. Knowledge Of An Occurrence, Offense, contingent or on any other basis: Claim Or Suit (1) Your Work Paragraphs a. and b. apply to you or to any That is Fire, Extended Coverage, Builder's additional insured only when such Risk, Installation Risk or similar coverage "occurrence", offense, claim or"suit" is known for"your work"; to: (2) Premises Rented To You (1) You or any additional insured that is an That is fire, lightning explosion individual; g g or insurance for premises rented to you or (2) Any partner, if you or the additional temporarily occupied by you with insured is a partnership; permission of the owner; (3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4) Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporation; you or temporarily occupied by you with (5) Any trustee, if you or the additional permission of the owner; insured is a trust; or (4) Aircraft, Auto Or Watercraft (6) Any elected or appointed official, 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 or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section I — Coverage A — Bodily Injury additional insured. And Property Damage Liability; 3. Legal Action Against Us (5) Property Damage To Borrowed No person or organization has a right under this Equipment Or Use Of Elevators Coverage Part: If the loss arises out of"property damage" a. To join us as a party or otherwise bring us to borrowed equipment or the use of into a "suit" asking for damages from an elevators to the extent not subject to insured; or Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. A person or organization may sue us to recover (6) When You Are Added As An AdditionalInsured To Other Insurance on an agreed settlement or on a final judgment against an insured; but we will not be liable for Any other insurance available to you damages that are not payable under the terms of covering liability for damages arising out this Coverage Part or of the premises or operations, or products that are in excess of the applicable limit of and completed operations, for which you insurance. An agreed settlement means a have been added as an additional insured settlement and release of liability signed by us, by that insurance; or the insured and the claimant or the claimant's (7) When You Add Others As An legal representative. Additional Insured To This Insurance 4. Other Insurance Any other insurance available to an If other valid and collectible insurance is additional insured. available to the insured for a loss we cover under However, the following provisions apply to Coverages A or B of this Coverage Part, our other insurance available to any person or obligations are limited as follows: organization who is an additional insured a. Primary Insurance under this coverage part. This insurance is primary except when b. (a) Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other This insurance is primary if you have insurance by the method described in c. agreed in a written contract or written below. agreement that this insurance be primary. If other insurance is also Page 16 of 21 HG 00 01 09 16 primary, we will share with all that 5. Premium Audit other insurance by the method a. We will compute all premiums for this described in c. below. Coverage Part in accordance with our rules (b) Primary And Non-Contributory To and rates. Other Insurance When Required By b. Premium shown in this Coverage Part as Contract advance premium is a deposit premium only. If you have agreed in a written At the close of each audit period we will contract, written agreement, or permit compute the earned premium for that period that this insurance is primary and non- and send notice to the first Named Insured. contributory with the additional The due date for audit and retrospective insured's own insurance, this insurance premiums is the date shown as the due date is primary and we will not seek on the bill. If the sum of the advance and contribution from that other insurance. audit premiums paid for the policy period is Paragraphs (a) and (b) do not apply to greater than the earned premium, we will other insurance to which the additional return the excess to the first Named Insured. insured has been added as an additional c. The first Named Insured must keep records of insured. the information we need for premium When this insurance is excess, we will have computation, and send us copies at such no duty under Coverages A or B to defend times as we may request. the insured against any "suit" if any other 6. Representations insurer has a duty to defend the insured a. When You Accept This Policy against that "suit". If no other insurer defends, we will undertake to do so, but we will be By accepting this policy, you agree: entitled to the insured's rights against all (1) The statements in the Declarations are those other insurers. accurate and complete; When this insurance is excess over other (2) Those statements are based upon insurance, we will pay only our share of the representations you made to us; and amount of the loss, if any, that exceeds the (3) We have issued this policy in reliance sum of: upon your representations. (1) The total amount that all such other b. Unintentional Failure To Disclose Hazards insurance would pay for the loss in the If unintentionally you should fail to disclose all absence of this insurance; and hazards relating to the conduct of your (2) The total of all deductible and self-insured business that exist at the inception date of amounts under all that other insurance. this Coverage Part, we shall not deny We will share the remaining loss, if any, with coverage under this Coverage Part because any other insurance that is not described in of such failure. this Excess Insurance provision and was not 7. Separation Of Insureds bought specifically to apply in excess of the Limits of Insurance shown in the Declarations Except with respect to the Limits of Insurance, of this Coverage Part. and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, c. Method Of Sharing this insurance applies: If all of the other insurance permits a. As if each Named Insured were the only contribution by equal shares, we will follow Named Insured; and this method also. Under this approach each b. Separately to each insured against whom insurer contributes equal amounts until it has paid its applicable limit of insurance or none claim is made or"suit" is brought. of the loss remains, whichever comes first. 8. Transfer Of Rights Of Recovery Against If any of the other insurance does not permit Others To Us contribution by equal shares, we will a. Transfer Of Rights Of Recovery contribute by limits. Under this method, each If the insured has rights to recover all or part insurer's share is based on the ratio of its of any payment, including Supplementary applicable limit of insurance to the total Payments, we have made under this applicable limits of insurance of all insurers. Coverage Part, those rights are transferred to us. The insured must do nothing after loss to HG 00 01 09 16 Page 17 of 21 impair them. At our request, the insured will other motor vehicle insurance law where it is bring "suit" or transfer those rights to us and licensed or principally garaged. help us enforce them. However, "auto" does not include "mobile b. Waiver Of Rights Of Recovery (Waiver Of equipment". Subrogation) 5. "Bodily injury" means physical: If the insured has waived any rights of a. Injury; recovery against any person or organization for all or part of any payment, including b. Sickness; or Supplementary Payments, we have made c. Disease under this Coverage Part, we also waive that sustained by a person and, if arising out of the right, provided the insured waived their rights above, mental anguish or death at any time. of recovery against such person or organization in a contract, agreement or 6. "Coverage territory" means: permit that was executed prior to the injury or a. The United States of America (including its damage. territories and possessions), Puerto Rico and 9. When We Do Not Renew Canada; If we decide not to renew this Coverage Part, we b. International waters or airspace, but only if will mail or deliver to the first Named Insured the injury or damage occurs in the course of shown in the Declarations written notice of the travel or transportation between any places nonrenewal not less than 30 days before the included in a. above; or expiration date. c. All other parts of the world if the injury or If notice is mailed, proof of mailing will be damage arises out of: sufficient proof of notice. (1) Goods or products made or sold by you in SECTION V—DEFINITIONS the territory described in a. above; 1. "Advertisement" means the widespread public (2) The activities of a person whose home is dissemination of information or images that has in the territory described in a. above, but is the purpose of inducing the sale of goods, away for a short time on your business; or products or services through: (3) "Personal and advertising injury" offenses a. (1) Radio; that take place through the Internet or (2) Television; similar electronic means of communication provided the insured's responsibility to pay (3) Billboard; damages is determined in the United States of (4) Magazine; America (including its territories and possessions), (5) Newspaper; or Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or b. Any other publication that is given widespread in a settlement we agree to. public distribution. 7. "Employee" includes a "leased worker". However, "advertisement' does not include: "Employee" does not include a "temporary a. The design, printed material, information or worker". images contained in, on or upon the 8, "Employment-Related Practices" means: packaging or labeling of any goods or products; or a. Refusal to employ that person; b. An interactive conversation between or b. Termination of that person's employment; or among persons through a computer network. c. Employment-related practices, policies, acts 2. "Advertising idea" means any idea for an or omissions, such as coercion, demotion, "advertisement". evaluation, reassignment, discipline, defamation, harassment, humiliation, 3. "Asbestos hazard" means an exposure or discrimination or malicious prosecution threat of exposure to the actual or alleged directed at that person. properties of asbestos and includes the mere presence of asbestos in any form. 9. "Executive officer" means a person holding any 4. "Auto" means: of the officer positions created by your charter, constitution, by-laws or any other similar a. A land motor vehicle, trailer or semitrailer governing document. designed for travel on public roads, including 10."Hostile fire" means one which becomes any attached machinery or equipment; or uncontrollable or breaks out from where it was b. Any other land vehicle that is subject to a intended to be. compulsory or financial responsibility law or Page 18 of 21 HG 00 01 09 16 11."Impaired property" means tangible property, (a) Preparing, approving, or failing to other than "your product" or "your work", that prepare or approve, maps, shop cannot be used or is less useful because: drawings, opinions, reports, surveys, a. It incorporates "your product" or "your work" field orders, change orders or drawings that is known or thought to be defective, and specifications; or deficient, inadequate or dangerous; or (b) Giving directions or instructions, or b. You have failed to fulfill the terms of a failing to give them, if that is the contract or agreement; primary cause of the injury or damage; if such property can be restored to use by the or repair, replacement, adjustment or removal of (2) Under which the insured, if an architect, "your product" or "your work", or your fulfilling the engineer or surveyor, assumes liability for terms of the contract or agreement. an injury or damage arising out of the insured's rendering or failure to render 12.'Insured contract means: professional services, including those listed a. A contract for a lease of premises. However, in (1) above and supervisory, inspection, that portion of the contract for a lease of architectural or engineering activities. premises that indemnifies any person or 13."Leased worker" means a person leased to you organization for damage by fire, lightning or by a labor leasing firm under an agreement explosion to premises while rented to you or between you and the labor leasing firm, to temporarily occupied by you with permission perform duties related to the conduct of your of the owner is subject to the Damage to business. "Leased worker" does not include a Premises Rented To You Limit described in "temporary worker". Section III—Limits of Insurance; 14."Loading or unloading" means the handling of b. A sidetrack agreement; ro ert P P Y: c. Any easement or license agreement, a. After it is moved from the place where it is including an easement or license agreement accepted for movement into or onto an in connection with construction or demolition aircraft, watercraft or"auto' operations on or within 50 feet of a railroad; b. While it is in or on an aircraft, watercraft or d. An obligation, as required by ordinance, to "auto"; or indemnify a municipality, except in connection with work for a municipality; c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is e. An elevator maintenance agreement; finally delivered; f. That part of any other contract or agreement but "loading or unloading" does not include the pertaining to your business (including an movement of property by means of a mechanical indemnification of a municipality in connection device, other than a hand truck, that is not with work performed for a municipality) under attached to the aircraft, watercraft or"auto". which you assume the tort liability of another party to pay for "bodily injury" or "property 15."Mobile equipment" means any of the following damage" to a third person or organization, types of land vehicles, including any attached provided the "bodily injury" or "property machinery or equipment: damage" is caused, in whole or in part, by a. Bulldozers, farm machinery, forklifts and other you or by those acting on your behalf. Tort vehicles designed for use principally off public liability means a liability that would be roads; imposed by law in the absence of any b. Vehicles maintained for use solely on or next contract or agreement. to premises you own or rent; Paragraph f. includes that part of any contract c. Vehicles that travel on crawler treads; or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising d. Vehicles, whether self-propelled or not, out of construction or demolition operations, maintained primarily to provide mobility to within 50 feet of any railroad property and permanently mounted: affecting any railroad bridge or trestle, tracks, (1) Power cranes, shovels, loaders, diggers or road-beds, tunnel, underpass or crossing. drills; or However, Paragraph f. does not include that (2) Road construction or resurfacing part of any contract or agreement: equipment such as graders, scrapers or (1) That indemnifies an architect, engineer or rollers; surveyor for injury or damage arising out e. Vehicles not described in a., b., c. or d. above of: that are not self-propelled and are maintained HG 00 0109 16 Page 19 of 21 primarily to provide mobility to permanently e. Oral, written or electronic publication, in any attached equipment of the following types: manner, of material that violates a person's (1) Air compressors, pumps and generators, right of privacy; including spraying, welding, building If. Copying, in your "advertisement", a person's cleaning, geophysical exploration, lighting or organization's "advertising idea" or style of and well servicing equipment; or "advertisement"; or (2) Cherry pickers and similar devices used to g. Infringement of copyright, slogan, or title of raise or lower workers; any literary or artistic work, in your If. Vehicles not described in a., b., c. or d. above "advertisement". maintained primarily for purposes other than 18."Pollutants" mean any solid, liquid, gaseous or the transportation of persons or cargo. thermal irritant or contaminant, including smoke, However, self-propelled vehicles with the vapor, soot, fumes, acids, alkalis, chemicals and following types of permanently attached waste. Waste includes materials to be recycled, equipment are not "mobile equipment" but will reconditioned or reclaimed. be considered "autos": 19."Products-completed operations hazard": (1) Equipment designed primarily for: a. Includes all "bodily injury" and "property (a) Snow removal; damage" occurring away from premises you own or rent and arising out of "your product" (b) Road maintenance, but not or"your work"except: construction or resurfacing; or (c) Street cleaning; (1) Products that are still in your physical possession; or (2) Cherry pickers and similar devices (2) Work that has not yet been completed or mounted 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 compressors, pumps and generators, following times: including spraying, welding, building (a) When all of the work called for in your cleaning, geophysical exploration, lighting contract has been completed, and well servicing equipment. (b) When all of the work to be done at the However, "mobile equipment" does not include job site has been completed if your any land vehicle that is subject to a compulsory contract calls for work at more than or financial responsibility law or other motor one job site. vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a (c) When that part of the work done at a compulsory or financial responsibility law or other job site has been put to its intended motor vehicle insurance law are considered use by any person or organization "autos". other than another contractor or 16."Occurrence" means an accident, including subcontractor working on the same continuous or repeated exposure to substantially project. the same general harmful conditions. Work that may need service, maintenance, correction, repair or 17."Personal and advertising injury" means replacement, but which is otherwise injury, including consequential "bodily injury", complete, will be treated as completed. arising out of one or more of the following offenses: b. Does not include "bodily injury" or "property a. False arrest, detention or imprisonment; damage"arising out of: b. Malicious prosecution; (1) The transportation of property, unless the injury or damage arises out of a condition c. The wrongful eviction from, wrongful entry in or on a vehicle not owned or operated into, or invasion of the right of private by you, and that condition was created by occupancy of a room, dwelling or premises the "loading or unloading" of that vehicle that a person or organization occupies, by any insured; committed by or on behalf of its owner, (2) The existence of tools, uninstalled landlord or lessor; equipment or abandoned or unused d. Oral, written or electronic publication, in any materials; or manner, of material that slanders or libels a (3) Products or operations for which the person or organization or disparages a classification, listed in the Declarations or person's or organization's goods, products or in a policy Schedule, states that products- services; Page 20 of 21 HG 00 01 09 16 completed operations are subject to the 24."Your product": General Aggregate Limit. a. Means: 20."Property damage" means: (1) Any goods or products, other than real a. Physical injury to tangible property, including property, manufactured, sold, handled, all resulting loss of use of that property. All distributed or disposed of by: such loss of use shall be deemed to occur at (a) You; the time of the physical injury that caused it; or (b) Others trading under your name; or b. Loss of use of tangible property that is not (c) A person or organization whose physically injured. All such loss of use shall business or assets you have acquired; be deemed to occur at the time of the and "occurrence"that caused it. (2) Containers (other than vehicles), As used in this definition, computerized or materials, parts or equipment furnished in electronically stored data, programs or software connection with such goods or products. are not tangible property. Electronic data means b. Includes information,facts or programs: (1) Warranties or representations made at a. Stored as or on; any time with respect to the fitness, b. Created or used on; or quality, durability, performance or use of "your product"; and c. Transmitted to or from; (2) The providing of or failure to provide computer software, including systems and warnings or instructions. applications software, hard or floppy disks, CD- c. Does not include vending machines or other ROMS, tapes, drives, cells, data processing g devices or any other media which are used with property rented to or located for the use of electronically controlled equipment. others but not sold. 21."Suit" means a civil proceeding in which 25."Your work": damages because of "bodily injury", "property a. Means: damage" or "personal and advertising injury" to (1) Work or operations performed by you or which this insurance applies are alleged. "Suit" on your behalf; and includes: (2) Materials, parts or equipment furnished in a. An arbitration proceeding in which such connection with such work or operations. damages are claimed and to which the insured must submit or does submit with our b. Includes consent; or (1) Warranties or representations made at b. Any other alternative dispute resolution any time with respect to the fitness, proceeding in which such damages are quality, durability, performance or use of claimed and to which the insured submits with "your work", and our consent. (2) The providing of or failure to provide 22."Temporary worker" means a person who is warnings or instructions. 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. HG 00 01 09 16 Page 21 of 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 57 WE GH2291 Endorsement Number: Effective Date: 10/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DASHER TECHNOLOGIES, INC. 675 CAMPBELL TECHNOLOGY PKWY STE 100 CAMPBELL CA 95008 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: Policy Expiration Date: 10/01/20 CITY OF PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of August 1, 2019 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Dasher Technologies, Inc. ("Contractor"), a Corporation for General IT Consulting 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 i 3.1 This Agreement begins on the Effective Date and ends on 06/30/2020 ("Contract Time"),unless terminated earlier as provided herein. Contractor's Services shall begin on August 1,2019 and shall be completed by06/30/2020 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. i 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 $26,900 ("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. Select one General IT Consulting Page 1 of 8 Professional/Consulting Contracts lVersion:May 22,2018 I 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. i I 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION j 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. Select one General IT Consulting Page 2 of 8 Professional/Consulting Contracts Version:May 22,2018 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third parry 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: I (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its 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. i 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 Select one General IT Consulting Page 3 of 8 Professional/Consulting Contracts/[version:May 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 following: (a) Breach of contract, obligations,representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury,property damage,or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 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 f 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. Select one General IT Consulting Page 4 of 8 Professional/Consulting Contracts/Version:May 22,2018 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works"component,Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and 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 j 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. I 13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager.The City assigns Benny Hsieh- as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Angela Armstrong as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of 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 Select one General IT Consulting Page 5 of 8 Professional/Consulting Contracts/Version:May 22,2018 given reasonable time to assemble the work and close out the Services..With City's pre-approval in writing,the time spent in closing out the Services will be compensated up to a maximum of ten percent(10%) of the total time expended to date in the 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 i 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. Select one General IT Consulting Page 6 of 8 Professional/Consulting Contracts/Version:May 22,2018 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either 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 i The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 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 notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date 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: Dasher Technologies,Inc. 10300 Torre Ave.,Cupertino CA 95014 675 Campbell Technology Parkway,Suite 100 Campbell CA 95008 Attention:Benny Hsieh Attention: Angela Armstrong Email: BennyH@cupertino.org Email:teamarmstrong@dasher.com 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. Select one General IT Consulting Page 7 of 8 Professional/Consulting Contracts lVersion:May 22,2018 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power,and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement,which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONTRACTOR CITY OF CUPERTINO A Municipal Corporation By UW By Name.of r , t<' Name Benny Hsieh Title� C J Title 1T Manager Date 'D Date 8/1/2019 Tax].D. No.: APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: r lZ GRACES 4MIDT City Clerk Select one General IT Consulting Page 8 of 8 Professional/Constilling Contracts/Version:11a1v 22.2018 EXHIBIT A DASHER TECHNOLOGIES TM Statement of Work for City of Cupertino Dasher Technologies General IT Consulting Services Michael Westerfield Revision -002,July 2, 2019 e Dasher Technologies,Inc. 1 675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Template Rev-037 Statement of Work for City of Cupertino TABLE OF CONTENTS ProjectInformation......................................................................................................................................................3 Service Description (Scope Of Work)............................................................................................................................4 ServiceLevel Agreement..............................................................................................................................................4 PlanningFor Consulting Services..............................................................................................................................4 ClientResponsibilities...................................................................................................................................................5 Termsand Conditions...................................................................................................................................................5 Acceptance and Authorization.....................................................................................................................................7 I I I I i l I I 2 Dasher Technologies,Inc. 675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Confidential Statement of Work for City of Cupertino PROJECT INFORMATION Service Provider Dasher Technologies, Inc. Client Company Name City of Cupertino Contact Name Ui Bill Mitchell Project Name Dasher Technologies General IT Consulting Services Project Number ' QT-540069 3 Dasher Technologies,Inc. 675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Confidential Statement of Work for City of Cupertino DESCRIPTIONSERVICE • • OF • • The Client has engaged Dasher Technologies to assist with General IT Consulting Services. These services are defined by Client and may include(but are not limited to) Enterprise Networking,CyberSecurity,Cloud Services and IT Data Center Services. The Client shall work directly with their Account Executive to schedule time with a Dasher Engineer. The Account Executive will work with internal Dasher Project Management resources to allocate Dasher Engineering resources for the Client. Dasher Project Management hours are included on the proposal and will be used when necessary to ensure a successful project implementation based on the complexity of the work being requested. Dasher may use subcontractors to provide service delivery and will notify the client during the process of the intention to use subcontractors during the implementation of the service. Examples of times when Dasher would use Subcontractors includes the new office buildouts to provide physical wireless AP mounting and LAN cabling. SERVICE LEVEL AGREEMENT The Dasher standard Service Level Agreement is provided as a 2-week lead time from Client request to availability of a Dasher resource. Dasher will make every effort to schedule resources as fast as possible and,in most cases, Dasher is able to schedule resources much faster than our standard 2-week SLA. Dasher availability to provide General IT Consulting Services are prioritized below existing formal projects with set deliverables that are in process with a Client. Dasher Technologies will work with the Client to schedule an engineering resource as close to the requested project date as possible for the Client. These services are not designed to be used as an IT staff augmentation service for emergency services or to be used as a substitute for vendor support agreements,with the expectation that Dasher Engineering Resources would be available at a moment's notice. These services are designed to be used for planned IT projects where additional resources may be needed, but the scope of which are general in nature. Dasher may use billable professional services hours to become familiar with and document Client IT architectures as required to perform the requested services. PLANNING FOR CONSULTING SERVICES A Dasher Technologies engineer will engage with the Client to gather information about the IT environment in order to prepare for the Consulting Services engagement. Dasher will work with the Client to establish schedules and timelines as necessary, if any,that will need to be in place before the project begins. 4 Dasher Technologies,Inc. 1 675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Confidential Statement of Work for City of Cupertino CLIENT RESPONSIBILITIES 1. Review this SOW with the Dasher Account Manager and Technical Resource 2. Sign this SOW and submit with a PO in order to formally schedule the service 3. Provide access to a workspace at the deployment site if onsite work is required 4. Provide detailed IT architecture and network diagrams as required to complete the Consulting Services 5. Provide equipment and network configuration files in electronic form as required to complete the Consulting Services 6. Provide login access to all pertinent devices as required to complete the Consulting Services 7. Provide a staff resource with knowledge of the existing environment 8. Associate Dasher Technologies with Vendor support contracts as required to complete the Consulting Services TERMS AND CONDITIONS Unless a Master Services Agreement is in place between our two companies,the Dasher Standard Terms and Conditions of Sale located here http://www.dasher.com/company/terms-conditions/shall apply. Changes to the Project Scope Client and Dasher Technologies must mutually agree in writing to any change in the scope of work before beginning additional work.Additional services beyond this scope of work will be billed at the agreed upon rate and require a Change Order. The time required estimates provided here are based on the information provided by Client and Dasher Technologies understanding of the environment at the time this document was delivered.If during the engagement Dasher Technologies uncovers undisclosed or unknown conditions that significantly impacts the time to complete the described professional services,a review will be conducted to determine potential impact to the project scope. If a significant amount of additional time is required to complete the original professional services,a Change Order will be required. Travel If travel is required for the implementation of this SOW,travel time and customary travel expenses will be charged,which may include, but are not limited to: • Airfare • Hotel • Meals • Rental Car Confidential Information Client and Dasher Technologies mutually agree to limit disclosure of each other's confidential information solely to employees or agents who need to know such information.All such information remains the property of the party disclosing such information.All documents,records, notebooks and other material shall be returned to the owner of the confidential information upon request. Non-Solicitation Starting on the later date(if the dates are different)of the signed agreement and continuing for 1 year thereafter, neither Dasher nor Client will direct any of its agents to encourage or solicit any employee of the other party to leave that other party for any reason, provided,however,that the foregoing provision will not 5 Dasher Technologies,Inc. 1 675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Confidential Statement of Work for City of Cupertino prevent any party or its representatives from,and shall not create any liability under the Agreement with respect to,(i)placing general advertisements for employment which are not specifically directed to any other party's employees,(ii)using independent employment agencies(so long as such agencies are not specifically directed to solicit any employees of such other party)or(iii) hiring any individual who responds to such general solicitation or is presented to such party by any such employment agency or who voluntarily makes unsolicited contact with such party or its representatives. Proposal Time Limit The fees,terms and conditions offered in this statement of work are effective for thirty(30) business days from the date of this Statement of Work. Invoicing Dasher will partially invoice monthly for all professional services hours delivered in that month. For projects which contain specific milestones, Dasher will invoice upon the completion of each milestone. For all projects, Dasher Technologies will invoice Client for all outstanding work not yet invoiced upon completion of all work. Business Hours and Non-Business Hours Business Hours is defined as hours worked between 8:00am and 5:00pm., Monday through Friday, local time, excluding holidays. Non-Business Hours is defined as hours worked outside of standard 8:00am to 5:00pm, Monday through Friday, local time,and will be invoiced at the agreed upon Non-Business Hours rate.All holidays are considered Non-Business Hours. 6 Dasher Technologies,Inc. 1 675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Confidential Statement of Work for City of Cupertino AUTHORIZATIONACCEPTANCE AND The Acceptance Page contains the indication that Dasher Technologies, Inc.and Client have agreed upon the contents contained within this Statement of Work. By applying the designated appropriate signatures to this document, both Dasher Technologies, Inc.and Client are bound to accept the responsibilities and obligations as indicated herein.Client signature(s)on this document indicates that Client agrees that the content,timing,terms, conditions,and scope contained herein accurately reflects the services required by Client.Client's decision to purchase the service(s)described will be based on this description. Dasher signature(s)on this document indicates that Dasher Technologies, Inc.is prepared to undertake the services as defined in this Statement of Work,in the time frames described herein effective as of the date of Client's decision to purchase and providing that Client provides appropriate purchase/payment commitments. Unless a Master Services Agreement is in place between our two companies,the Dasher Standard Terms and Conditions of Sale located here http://www.dasher.com/company/terms-conditions/shall apply. IN WITNESS WHEREOF,the parties hereto each acting with proper authority have executed this Statement of Work,under seal. Chris Saso Full name Full name CTO Title Title Signature Signature July 2,2019 Date 0 Date 7 Dasher Technologies,Inc. 1 675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Confidential EXHIBIT B Contractor schedule of Performance will vary depending on services requested by IT. Dasher Technologies Corporate Offices EXHIBIT C 44� 675 Campbell Technology Parkway C DASHER Suite 100 Campbell,CA 95008 TECHNOLOGIES Ph: (866)898-9506 We take IT personally" Fax: (866)898-9503 ® Angela Armstrong 408-722-8275 angela.armstrong@dasher.com To: Bill Mitchell of Cupertino Quote#: 540069-002 City City of 7-1333 Quote Prepared: 7/8/2019 billm@cupertino.org Quote Valid Through: 81712019 Dasher Technologies General IT Professional Services 1—Description,.,, 100 1 Dasher Technologies Professional Services $26,900.00 $26,900.00 DT-HRLY- Dasher Technologies Professional Services. One Hour of Subject Matter Expert. May be an onsite 110 100 PROSERV or remote based Service. Service is delivered during local business Hours, local time where work is performed. 120 12 DT-PROJ-MGR Dasher Technologies Project Management Services. 130 1 DT-SOW-DOC Dasher Technologies Statement of Work document. SubTotal $26,900.00 Tax TBD Freight TBD GrandTotal $26,900.00 Notes: The Client has engaged Dasher Technologies to assist with General IT Consulting Services. For General IT Consulting Services Dasher will invoice for actual hours delivered. This could be less than or equal to what is shown on this proposal, however it will not be greater. The Clients accounts payable department needs to be able to be partially invoiced against an outstanding PO. The client directs the Dasher Technologies Engineer on project duties based on client needs. Remote professional services require a minimum of 1 hour and will be billed at a minimum of 1-hour increments for each additional hour in excess of 1-hour on the same day. On-site professional services 1 540069-001 require a minimum of 4-hours and will be billed in 1-hour increments for each additional hour in excess of 4-hours on the same day. Dasher availability to provide General IT Consulting Services are prioritized below existing formal projects with set deliverables that are in process with a Client. Dasher Technologies will work with the client to schedule an engineering resource as close to the requested project date as possible for the Client. In some instances this process could take up to 2 weeks due to other scheduled projects that a specific engineering resource may be involved in. Statements or description of products, if any, by Dasher,or agents of Dasher are informational only, and not made or given as a warranty of any kind.All sales are subject to Dasher's standard Terms&Conditions which can be found at http://www.dasher.com/company/terms-conditions/ The information contained in this investment proposal is privileged, confidential and protected from disclosure to individuals that are not the intended recipient or agents of the intended recipient. i I i 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 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 Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be,(i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance,provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto(including owned,hired, and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation:As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or$2,000,000 aggregate. If written on a claims made form: i 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 for Design Professionals&Consultants Contracts Form Updated Feb.2018 2 Exhibit D AC ® CERTIFICATE OF LIABILITY INSURANCE DATE iMMroDrfM) �.--� lb/7:1/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION:ONLY AND CONFERS NO RIGHTS UPON -THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIEICAT) 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 pollcy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statemerit on this certificate does not confer rights to the certificate holder In Il9u of such endorsemant(s). PRODUCER CINTACTJulie Gi,llan ------.—.._-..__...__"-'-----.--,_.__ --_._•_._.—_.__..---- Leavitt Pacific Insurance Brokers, Inc. PHONE HO�a.EsSi (408)28e-6262— --- --_ �uC Na]_�a�e)29S_7o35 License 40D79674 E-MA11ES5:Lo Juli@-gil3an@:leavitt,COm — 1330 S Bascom Ave --_ _INSURERL5JAFFORDING COVERAGE+- -�-- -NAICq __- San Jose CA 95128 _ INSURERA:Hartfbrd Insurance CiOm ail _.___ 29424 ..—__� _.._......... INSURED _INSU4ERe;sentinel insurance Dasher Technologies, Inc. INSURERC- llied World.Insurance .ComQan 22.730 675 Campbell Technology Pkwy INSURER Ste 100 ._ ----------------1---'--- 1NSUMk E I.Campbell CA 95008 INSURER F: COVERAGES CERTIFICATE.NUMBC-R; 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- NOTWITHSTANDINO ANY REOUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR:OTHER.D000MENT 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 TERMSL EXCLUSIONS:AND CONDITIONS OF SUCH PbLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR i TYPE OF INSURANCE AODL'riUBR, POLICY EFF POLICY FJCP LTR POLICY NUMBER M 1 D MO}0 LIMITS L}�( ICOMMERCIAL GENERIAL LIABILITY I EACH OCCURRENCE A OCCUR DAMAGE r, REWT90 — CWMS MADE 300,000 X I Y 157UONZC0302 10/1/20i8 1.O/1%2019.1 MEDEXP An ono em 10 000 _. PERSONALBADVINJURY '$ 1i000,000 _ GENIAGGREGATELIPAITAPPLIESPER- I GENERAL AGGREGATE S X?PRO- { � .{___.._._..._•__..._____.— -I POLICY I (-.LOC r -_.. _ ___.. _.__._. -` I JECT -I i PRODUCTS_COMP/OP'AGG:S 2,000,000 :.OTHER: 5 i Employeo Benefits �-• ( -3,000,000 AUTOMOBILElIAHWTY 1 iCOMBINI: 51NGLELIMIT S 1,000,000 jEaacadeJ ,......_ I ' ;BODILY INJURY Per rsa) S A L l.AN ALL __ I I ....,_,..........5Pp_� i AILONRdED r e SCHEDULED 57UUfL.00302 10/1/2018 10/1/2019 BOCILY INJURY Peraccltlent c S !-f AUTOS ; __AUTOS 1 j 1 _- J it. x 1•HIREOAUTOS I X•�I PION-OWNED 1 i i LPR Rti nl'Ah1AGE.- �5------------- `-{ r - $=UMBRELLA LIAR ! O I ' P _-� i ( t OCCUR EACH OCCURRENCE _ _1OtODOi000 A - EXCESSLIAH -�CLAIMS•MADEj i (AGGREGATE S 10,000;OQO.._..r____. 1 i 57REWJ9897 I l0/1/ZO1S I l0/l/2019 --- 1 - -DEG ? RETENN TION 3� I S WORKERS COMPENSATION iSTATUTEERH 1_- ANO:EMPLOYERS'.LIABIUTYVim. -------- �ANY PROPRIETORIPAR7ClERIEXELVTIVE I t !I A E.LL.EACH ACCIDENT_!s•_ 1 OFFICERWEAIHBR EXCLUOE07. I_-1]NIA 57iiEGH2291 1 30/1/2018 110/1/2019$- PandatorylnNHj. j i Y ; iii E.L_OISEASE-EA EMPLOYE 5_ 1 OOQ 000 I!yes,doscriba under I } _._.____..._....� — ^c_..• I DESCRIPTION OF OPERATIONS below 6L.DISEASE-POLICY tIMIT�5^V~ 1 I Q00-.ODO C E&O/Cybe: Liability 1 i 03093262 j 12%1/2017 f 12/1/2018.I Lhil 2,000,000 A Bus Personal Prop, I iS7UUNZC0302 t0/1/201B i 10d1#2619 I Spes Form Repl Cost DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Addlda not Ramarks.Schedule,may be attachetl It more space Is.requfred{ The City of Cupertinoi its City Council, officers, officials., employees, agents, servants, and volunteers are named as additional insured pex attached endorsement HG00010916. Primary wording applies per =attached endorsement HG00010916 Waioe of subrogation applies to general liability and workers comp per attached endorsements, HOOOO10916 andWC000313. 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 10300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino, CA 95014 AUniORIZED.REPRESENTATIVE fired .StafF.ord/G"IART r e.,(�%� ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and iogo are registered marks of ACORD INS025(201461) fil" 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 6r organi-2ation (3) Prior to the policy period, no insured listed qualifying as a Named insured Underthis policy.The under, Paragraph 1.of Section it-Who Is words "we", "us" and "our" refer to the stock An Insured and no"employee" authorized. insurance company member of the Hartford providing this.insurance. by you to give or receive notice .of 'an occurrence` or claim, knew that the The word "insured" mean''' any .person or "bodily Injury":or "property.damage" had organization qualifying, as such under Section Il - 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 -� "bodi(y injury" or "property damage" Defnitions. occurred, then any continuation, change or resumption of such "bodily injury" or SECTION I-COVERAGES "property damage" during or after the COVERAGE A G-ODIL.Y INJURY AND PROPERTY .policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period_ 1. Insurfng 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 j 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" c, us,or any damages for "bodily injury" or "property other insurer; damage" to which:this insurance does not apply. We may, at our. discretion, investigate (2) Receives a written or verbal demand or any"occurrence"and settle any claim or,"suit" claim'for.damages because of the bodily that may result. But: injury"or"property damage'.;or (3) Becorbes 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 (2) Our right and duty to defend ends when d Damages because of "bodily injury" include damages claimed by any person or we have used up the applicable limit of organization for care, loss of services oe insurance in the payment-of judgrhents or death resulting at any time from the. "bodily settlements under'Coverages A or B or injury". medical expenses under Coverage G.. e, Incidental Medical Malpractice And Good No other obligation or liability to pay sums or Samaritan Coverage perform acts or services is covered unless "Bodily injury" arising out of the rendering of explicitly provided far under Supplementary aor filure to render the following' health care Payments-Coverages A and B: b. This insurance.applies to "bodily injury" and services by any "employee" or "Volunteer "property damage"only.if: worker"shall be deemed to be caused by an "occurrence"for: HG 00 0109 16 Page 1 of 21 0.2016 The Hartford (includes copyrighted material of Insurance Services Office; Inc;with Its permisslon.) POLICY NUMBER: 57 UUN ZC.0302 COMMERCIAL GENERAL_LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided Under the.following: COMMERCIAL GENERAL LIA61LITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): CITY OF CUPERTINO, ITS CITY COUNCIL, BOARDS AND COMMISSIONS, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS_, VOLUNTEERS AND CONSULTANTS FOR CERTIFICATE 170. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II -- Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additionat insured the person(s) .or additional insureds, the following is added to organization(s) shown in the.Schedule,but only with Section.[l]—Limits Of Insurance: respect .to liability for "bodily injury", "property if coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part,_ by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. Required by the contract or agreement;or 1. In the performance of your ongoing operations; 2. Available under the applicable Limits of or pp Insurance shown in the Declarations; 2. In connection with your premises owned by or rented to.you. whichever Is less. However: This endorsement shall not increase the applicable 1. The insurance afforded to 'such additional Limits of Insurance shown in the Declarations. insured only applies to the extent permitted by law;and 2, If coverage provided to the additional insured is required .by a contract or agreement, the insurance afforded`to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 2.0 26 0413 ©Insurance Services Office, Inc.;2012 Page 1 of I i I (1) Professional health care services such.as: (a) .Liability to such party for, or for the (a) Medical, surgical, dental,laboratory, x- cost of, that part'y's defense has also ray or nursing services or treatment, been assumed in the sarne "insured advice or instruction,. or the related contract";and furnishing of food or beverages; .(b) -Such attorney fees and litigation (b) Any health or therapeutic service, expenses are for defense of that party treatment,advice of instruction;or against a civil or alternative dispute j resolution proceeding in which (c) The furnishing.be dispensing of drugs damages to. which 'this insurance or medical,.dental; or surgical supplies .applies are:alleged. or appliances;or c. Liquor Liability (2) First aid services,which include: "Bodily injury"or"property damage"for which (a) Cardiopulmonary resuscitation; any insured may be geld liable by reason of: whether performed manually.or.with a defibrillator;or (1) Causing 'or conftibuting to the.intoxication (b) Services performed as a Good of any person; Samaritan'. (2) The furnishing of.alcoholic beverages.to a For the purpose of determining the limits of person under the legal drinking age or Insurance, any act or omission togethevwlth under the influence of alcohol;or all related aets or.omissions in the furnishing (3) Any statute, ordinance or regulation of these services to any one person wilt.be Yelating'to the sale, gift, distribution or use considered one"occurrence". of alcoholic beverages. However, this Incidental Medical Malpractice This exclusion applies evert 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 ocdupation of providing any of the (a) The supervision, hiring, employment, services described in this provislon. training.or monitoring of-others by that 2. Exclusions insured;br This insurance does not-apply-to, (b) Providing or failing- to provide. transportation with respect to any a, Expected Dr intended Injury person that maybe under the influence "Bodly iri)ury"or"property damage"expected of alcohol; or Intended fr6m the standpoint of the if the "occurrence" which caused-the "bodily insured. This exclusion 'does not.apply to injury' or "property damage"; involved that "bodily injury" or"property damage" resulting Which is described in Paragraph (1), from the use of'reasonable force to protect above, persons or property. However, this excluslon applies only if you b. Contractual Liability are in the business of manufacturing, "Bodily injury"or"property.damage"for which distributing, selling;. 'serving or furnishing the insured is obllgated-to pay damages by alcoholic beverages. For the purposes of this reason of the assumption of liability in a exclusion, permitting a person to bring contract or agreement. This excluslon does alcoholic beverages ,on ypur premises, for not apply to liability for damages. consumption on your prernlses, whether or, (1) That. the insured would have in the not a flee is charged or a license is required absence of the contract or agreernent;.or for such activity, is not by itself considered the business of selling, serving or furnishing (2) Assumed In a contract or agreement that . is -an "insured contract", provided the alcoholic beverages. "bodily injury or "property damage" d. Workers`Compensation And Similar Laws occurs subsequent to the execution of the -Any obligatipn of the insured.under a wdtkers' contract or agreement. Solely for the compensation, disability benefis or purposes . of liability assumed in an unemployment compensation 'law or any "insured contract",- reasonable attorney Sim'Ilar law. fees and necessary litiga#Ian expenses e. Ernptoyer's Liability incurred by or fora party other than an "Bodily injury"to: insured are ,deemed to be damages Y ini Y because of "bodily 'injury" or "property (1) An"employee"of the insured arising out of damage':,provided and in the course of: Page 2 of 21 HG 00 01 09 16 (a) Employment by the:Pnsured;or the handling, storage, disposal; (b) .Performing duties related to the processing.or treatment of waste; conduct of the insured's business;or (c) Which are or were at any time (2) The spouse,child,parent, brother or sister .transported, handled, stored, treated, of that "employee" as a consequence of disposed of, or processed as waste by Paragraph(l) above. or for: This exclusion applies: (1) Any insured;or (1) Whether the insured may be liable as an (!() Any person or organization for employer or-in any other capacity;and whom you may be legally (2) To any obligation to. share damages with responsible; or. repay someone else who must pay (d) At or from any premises, site or damages because of the injury. location on which any insured or any This exclusion does not apply to liability contractors or subcontractors working assumed by the insured under an "insured dfreckly or indirectly on any insureds behalf are performing operations If the contract". "pollutants" are brought on or to the f. Pollution premises,site or location in-connection '(1) 'Bodily injury" or "property damage" with such operations by such insured, .arising out of the actual, alleged or contractor or subcontractor. However, threatened discharge, dispersal, seepage, this subparagraph does not apply-to: migration, release or escape of (I) "Bodily injury"or"property.damage" "pollutants". arisirig`out of the escape of fuels, (a) At or .from any premises; site or lubricants or other,operating fluids location which.'is or was at any time which are needed to perform the owned or oecup'ied by, or normal electrical, hydraulic or rented or Y . loaned to, .any insured. Howe:Ver, this mechanical, functions necessary for .subparagraph'does not apply to: the operation of"iriobile equipment" j (1)' "Bodily Injury" if sustained.within a '6r its parts, If such fuels, lubricants (� Y l Y or .other operating fluids escape building and caused by smoke, from a vehicle. part designed to fumes, vapor or soot produced by that hold, store or receive them. This or originating from equipment exception does not apply if the is used to beat, cool or'dehumidify the building, or equipment That Is "bodily injury" or"property damage" arises out of the intentional used to heat water for personal j discharge, dispersal or release of use, by the building's occupants or the fuels, lubricants or .other their guests; .operating fluids, or if such fuels, (I!) "Bodily injury"or "property damage" lubricants or.other operating fluids for which you may be held liable, if are brought on or to the premises, you are.a contractor and the owner site .or location with-the.intent.that or lessee of such premises, sIte,or they be discharged, dispersed..or location has been added to. your' released as part of the operations policy'as bh additional insured with being performed by such insured, respect to your ongoing operations -contractoror subcontractor; performed for that additional n '"Bodilyinjury"or"pro ert damage' insured at. that premises, site or { ) p p Y g location and such premises, site or sustained within a building and locations is not and Clever was caused by the release of gases, owned or occupled by, or rented or fumes or vapors from materials loaned lo; any Insured, other than into that building in that additional insured;or connection with operations being perfarmed by you or on your behalf (!(I) "Bodily injury"or"property damage" by a contractor or subcontractor;or arising out of heat,smoke or fumes (ill) "Bodily injury"or"property damage" from a."hostile fire"; arising out of.heat,smoke or fumes (b) At or from any premises, site or from a"hostile-fire';or location which is or was' at any time used by or for any insured or others for (e) .At ar from any premises; site or locatlon on which any insured or airy contractors or subcontractors working HG 00 01 09 16 Page 3 of 21 i i i directly or indirectly on any insu'red's to;.premises you own of rent, provided the behalf are performing operations. if the "auto"is nql owned by or rented or loaned operations are to test for, monitor, to you or the insured; clean up, remove, contain, treat, (4) Liability assumed under any "insured detoxify or neutralize, or in any way contract" far the ownership,maintenance respond to, or assess the effects of, or use of aircraft or watercraft; "pollutants". ( ) 'BodilY injury" or "property Ydama e" (2) .Any loss, cost or expense arising out of arising out of-.- any: (a) Request,demand,order or statutory or (a) The operation of machinery or equipment that is attached.to, or part regulatory requirement .that any of, a land vehicle that would qualify insured or others test for, monitor, under the definition of "mobile clean up, remove, contain; treat, equipment" if it were not subject to a detoxify or neutralize, or in any way compulsory or financial .responsibility respond to, or:assess the effects .of, law-or other motor vehicle insurance "pollutants';or law where ik is licensed or principally (b) Claim -or suit by or on behalf of a garagQO;or governmental authority for damages (b) The operation of any of the machinery because of testing for, monitoring; flr equipment listed in Paragraph-1(2) cleaning up, removing, con#wining, or €.(3) of the definition of "mobile treating„detaxifying or neutralizing,'or equipment';or in any way responding-td,.or assessing (6) An aircraft that is not owned. by any the'effects of,"pollutants". insured and is hired,'chartered or loaned However,this paragraph does not apply to with a paid crew. However, this exception liability for damages because of"property does not apply If the.insured has any other damage" that the insured would have in insurance for such "bodily .injury" or the absence 'of such request; 'demand, ''property damage", whether the other order 'or statutory or regulatory insurance is primary, excess, contingent requirement, a such claim or"suit" by or or on:any other basis. on behalf of a governmental authority. h. Mobile Equipment g. Aircraft,.Auto Or Watercraft "Bodily m) ry or "property damage" arising j "Bodily injury" or "property damage" arising but of: out of the 'ownership,, maintenance, use or . entrustment to others of any aircraft,"auto"or (T) The transportation of "Mobile equipment" watercraft owned or operated by or rented.or by' an "auto" .owned -or .operated by or loaned to any Insured. Use includes operation rented or loaned to.any insured;or and"loading or unloading". (2) The use of"mobile equipment"in, or while This exclusion applies even if the claims in practice for,or while being prepared for, against any insured allege negligence or -shy prearranged racing, speed, other wrongdoing in the supervision, hiring, demolition,or stunting activity. employment, training or monitoring of others f. War by that insured, if rthe "occurrence" which "Bodily injury" or"property damage", however caused the "bodily injury" or "property caused,arising,.directly or indirectly,out'of; damage" involved the ownership,. (1) War.,inclutlin'g undeclared or civil war; maintenance, use or erltrustment to others of any.aircraft,"auto"or watercraft that.ls owned (2) Warlike action by a military force,including or operated by or rented or loaned to any action in hiinderlhg' or defending against an insured. actual or expected attack, by any This exclusion does not apply to: government, sovereign or other authority using military.personnel or other agents; (1) A watercraft while-ashore on premises you or own or rent; 2 o watercraft you do not awn that is: (3) Insurrection, rebellion, revolution, usurped. ( � Y power,,or action taken by governmental (a) Less than 51 feet long;and authority in hindering or defending`against (b) Not being used to carry persons for a any.of these. charge; j. Damage To Property (3) Parking an "auto."'on,or on the ways next. "Property damage" to:. Page 4 of 21 HG 00 01 09 16 (1) Property you own, rent, or occupy, Thls exclusion does not apply if the damaged including any costs or expenses.incurred work or the work out of which the damage by you, or any other person, organisation arises. was performed on your behalf by a or entity, for repair, replacement, subcontractor. 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 fo.another's property; "Properly damage" to "impaired property" or 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 part of those premises; (1) q defect, deftc.iency, inadequacy or dangerous condition in "your product" or (9) 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 teal .property on agreement-in accordance with its terms. which you or. any contractors or This exclusion does riot 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 wbrk" was incorrectly Damages claimed for any loss, cost or performed on it. expense incurred by you or others for the loss Paragraphs (1), (3) and (4) of this exclusion of.use, withdrawal, recall, inspection, repair, do not apply to"property damage" (other than 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. if such product,w.nrk,.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 organisation because of a never occupied, rented or held for rental by known or suspected defect, deficiency, you. inadequacy or dangerous condition in IL Paragraphs (3) :and (4) of this exclusion do o. Personal And Advertising Injury not apply to "property damage" arising from the use of elevators, "Ropily 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 Disciosure 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 performs (1) Any access to. or .disclosure of any operations at the-job site, person's or organizations' 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 . card information,health information-or any k: Damage To Your Product other type of nonpublic information;or "Property damage" to "your product" arising (2) The loss of, loss of use of; damage to, out:af it or any part of it, corruption of, inability to access,. 'or I. Damage To Your Work inability to manipulate electronic data,. "Property damage" to "your work" arising out This exclusion applies even. if-damages are of It or any part of it and included in the claimed 'for notification costs, credit "products-completed operations hazard". monitoring expenses, forensic expenses, HG 00 0109 1.6 Page 5 of 21 i public relations expenses or any other loss, assess the effects of an "asbestos cost or expense.incurred by you or others hazard";or j arising out of that which is described In (c) Arise out of any claim or suit for Paragraph(1)or-(2)above. damages because of testing for, However, unless Paragraph (1) above monitoring, cleaning up, removing, applies, this exclusion does not apply to encapsulating, containing, treating, damages because.of"bodily-injury". detoxifying or neutralizing or In any As used 'in this exclusion, electronic data way responding. to or assessing the means Information, facts or programs stared effects of an"asbestos hazard". as or on, created or.used on,or transmitted to s. Recording And Distribution Of material Or or from computer software,including systems. Information In Violation Of Law ,Intl applications software, hard or floppy "Bodily injury" or "property damage" -arising disks, CD-ROMS, tapes, drives, cells, data directly or indirectly out of any action or processing devices or anyother media which omission-that violates or fs alteged to violate: are used with. electronically controlled equipment. (1) The Telephone Coh'sumer Protection Act eq eq la meet-Related Practices (TCPA), including any amendment of or q p y, addition to s.Uch law;. "Bodily injury"to: (2) The CAN-SPAM Act of 2003, including (1j A person arising out of any-"employment any amendment•:of or addition to such taw; related practices";or (3) The Fair Credit:Reporting Act(FORA),and (2) The.spouse,child,parent;brother or sister any amendment of or addition to'such law, of-that person as.a consequence of"bodily including. the Fair and Accurate Credit injury" to :that person at whore any Transaction Act(FACIA); or "employment-related practices" are (4)-Any federal, state or local statute., directed; ordinance or .regulation, other than the This exclusion applies: TCPA or CAN-SPAM Act of 2003.or FCRA (1) Whether the injury-causing. event and their amendments and additions, that described in the-definition of"employment_ addresses, prohibits or limits the printing, related practices" occurs before dissemination; disposal, collectirig, employment, during employment or after recording,_ sending, transmitting, employment of that person; communicating or distribution of material (2) Whether the insured may be liable as an or information. employer or in any other capacity;and Damage To Premises Rented To You (3) To any obligation to share.damages with Exception For Damage By Fire, Lightning Or F�cploslon or repay someone else. who must pay Exclusions G. through h.and through n.do not damages because of the injury. l g .apply to damage by fire, lightning or explosion to r..- Asbestos premises while recited to you or temporarily (1) "Bodily injury" or "property :damage" occupied by you with permission of the owner.A arising out of the"asbestos hazard". separate limit of insurance applies to this (2} Any damages, judgments, settlements, coverage as described in Section Ill — Limits Of loss,costs or expenses that: Insurance. (a) May be awarded or incurred by reason COVERAGE B PERSONAL AND ADVERTISING of any claim or salt alleging actual or INJURY LIABILITY threatened Injury or damage of any 1. Insuring.Agreement nature or:kind to persons or property a. We will pay those sums that the insured which would not have .occurred in becomes legally obligated to pay as damages whole or impart but for the ".asbestos because-of "personal and. advertising Injury"' hazard"; to which this insurance applies. We.will have (b) Arise out of any request, demand, the right and duty to defend. the insured order or statutory or regulatory against any- "suit" seeking those damages: requirement that'any insured or,others However, we will have no duty to defend.the test for., monitor, .clean up, remove, insured against any "suit" seek]-rig damages encapsulate, contain, treat, detoxify or for"personal and.-advettisirig'Injury" to'which neutralize or in any way respond to or this insurance does.not apply.We may,at our Page 6 of 21 HG 00 01 09 16 discretion, Investigate any offense and settle use. another's :'advertising idea" in your any claim-or"suit"that may result. But: "advertisement". (1) The amount we will pay for damages is g: Quality Or Performance Of Goods -- limited as.described In Section Ill—Limits Failure To Conform To.Statements Of Insurance;and "Personal and advertising.injury" arising out of (2) Our right and duty to defend end when we the failure.of goods, products or services to have used up the applicable. limit of conform with any statement of quality or insuranee'in the payment bf judgments or performance made in your"advertise'ment settlements under Coverages A or B or h. Wrong Description Of Prices medical expenses under Coverage C. No other:obli anon or liabilit ka a sums or "Personal and.advertising injury"arising out of g y pay the wrong description of the price of goods, perform acts or services is*covered unless products,orservices. explicitly provided for under Supplementary i, Infrin ement Of Iritellectual Property Payments Coverages A and.B. g p Y b. This insurance applies to personal and Rights advertising injury" caused by an offense (1) "Personal and advertising injury" arising arising cut of your business but only if the out of.any actual or alleged,infringement offense was committed in the "coverage or violation of any intellectual property territory"during the policy period. rights :such as copyright, ,patent, trademark,.trade name, trade secret,trade 2. Exclusions dress, service mark br 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 "Personal and advertising Injury"arising out of or suit' that also alleges an infringement an offense committed by, at the.direction or or violation of any 'intellectual property with the consent. or acquiescence of the right, whether such allegation of insured with the expectation of inflicting infringement or violation is made by you or "personal and advertising injury", by"suit", regardless. of Whether this any other party involved in the claim or b. Material Published With Knowledge. Of Falsity insurance would otherwise apply. 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 an any intellectual property right is limited to; manner, of material, if done by or at the direction of the insured with knowledge of its (1) Infringement,in your"advertisement",of: falsity. (a) Copyright; 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 organiiation'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 ou.t of "Personal and advertising injury' committed "Personal criminal act committed b or at the direction Y 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 dete'rmiriing content of web insured has assumed.liability in a contract or sites for others;or agreement. This exclusion does not apply to liability for damages that the insured would (3) An Internet search, access, content or have in ;the absence of the contract or service provider. agreement. However, this exclusion doe's not apply io f. Breach Of Contract Paragraphs a., b, and c. of the definition of "Personal and advertising injury"arising but.of a "Personal -and .advertising injury" under the Definitions Section. breach.of contract,except an implied contract to HG 00 01 09 16 Page 7 of 21 i For the purposes of this exclusion,the placing "Personal and advertising injury" arising out of frames, borders or links, or advertising, for of: ,you or-others anywhere,on the.Internet,is not (1) An "advertisement"for others on your web by itself, considered the business of site; advertising, broadcasting, publishing or telecasting: (2) Placing a link to a web site of others. on k. *Electronic Chatrooms Or Bulletin Boards Your web site; (3) Content, including information sounds;. "Personal and advertising injury."arising out of text; graphics, or images from a web site an electrohlc chatroom or bulletin board the of others displayed within a frame. or Insured h6Ms, owns, or over which the border on your web site;.or insured exercises:control. (4) Computer code, software or programming. 1. Unauthorized Use Of Another's Name Or used.to enable: Product "Personal and advertising injury"arising out of Ca) Your web site;or the unauthorized use of another's name or (b) The presentation or functionality'of an product in your a-mail address,domain name "advertisement" or other content on or metatags, be any other similar tactics to your web site. mislead another's potential customers, q. Right.Of Privacy Created By Statute m. Pollution "Personal and advertising'injury".arising out of "Personal and advertising injury"arising out of the violation of a person's right of privacy the_ actual, alleged or threatened discharge, c'reated'by any state or federal adt. dispersal, seepage, migration, release. or However, this exclusion does not apply to escape of"pollutants".at any time. liability for damages that the insured. would n. Pollution-Related have in the absence of such state or federal act. Any loss,cost or expense arising out of any: r. Violation Of Anti-Trust law i (1) Request, demand, order or statutory or regulatory requirement-that any insured•or "Personal and advertising'tnjury"arising out of j others test for,monitor, clean up, remove, a violation*of any anti-trust law. contain, treat, detokify or neutralize, or In s. Securities any way respond to, or assess the effects "Personal and advertising injury"arising out of of,"pollutants";or .the fluctuation in price ar value of any stocks, (2) Claim or fruit by or on behalf of a bonds'or other-securities. governmental authority for 'damages t: Recording-And Distribution.Of Material Or because of testing for; monitoring, Information In Violation Of Law cieaning up, removing, containing, "Personal .and advertising injury" arising treating, detoxifying or .neutralizing; or in any way responding.td, or assessing the directly or Indirectly out of any action or effects of,"pollutants". omission That violates or is alleged to Violate:, j o. War. (1) The Telephone Consumer Protection Act (TCPA), including any amendment of -or "Personal and advertising, inJu�• however addition'to such law; caused,arising,&ectly'or indirectly;out of; j (2) The CAN-SPAM Act of 2003, including (1) War,including undeclared 4r civifwar; any amendment of.or addition to-such law; (2). Warlike.action by a military-force,including (3) The.Fain Credit Reporting Act(FORA),-and action In hindering or defending.against an any amendment of or addition to such law, actual or expected attack, by any Including the Fair and Accurate Credit government, sovereign .dr other authority Transaction Act(FACTA),-or using military personnel or other agents; or (4) Any federal, state or local statute, ordinance or regulation, other than the (3) Insurrection, rebellion, revolution, usurped TCPA or CAN=SPAM Act of 2Q03 or FCRA power, or action taken by governmental. and their amendmenis*and.additions, that authority in hindering-or defending against addresses, prohibits or limits the printing, any of these. dissemination, disposal, collecting, p. Internet Advertisements And Content Of redording, sending, transmitting, Others communicating or distribution of material or information. Page 8 of 21 HC 00 01 09 16 u. Employmerit-Related Practices information or any other type of nonpublic "Personal.and advertising.injury"to; information. (1) A person arising'out of any"employment— This exclusion applies even if damages are related practices';or claimed for notification costs, credit monitoring expenses, .forensic expenses, (2) The spouse, child, parent, brother or'sister publiq relations expenses or any other loss, of that person as a consequence. of cost or expense.incurred by you or .others "personal and :advertising Injury" to that arising out of any access to or disclosure'of person et whom any"employment-related any person's or organization's confidential or' practices"are.directed, personal information. 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 o€that person;. (2) Whether the insured may be Ila61e as an (�) On premises you own or rent; (2) ©n ways next to premises employer or in any other capadity;-and ' you own or rent;or (3) To any ob[igation 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 6r incurred by reason (3) The injured :per..sori submits to of any cialm or suit alleging. actual .or examination, at our expense, by threatened injury .or damage of any physicians of our choilpe 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 hot exceed the hazard"; applicable limit of. insurance. We will pay (b) Arlse .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 (c) Arise -out of any claim or suit far professional nursing and funeral services. damages because of testing for, 2. Exclusions We will not a expenses for"bodil in u monitoring, cleaning up, removing, pay. Y� j ry": encapsulating, containing, treating, a. Any Insured detoxifying or neutralizing or in any To any insured,except".volunteer workers". way responding to or 'assessing the effect's 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 confdentiaj or personal you own or rent that the person normally information, including patents, trade, secrets, occupies. processing methods, customer lists, financial Information, credit card information, Health d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of HG 00 01 09 16 Page 9 of 21 i any insured,if benefits'for the"bodily injury"are party to the"suit", we will defend that indemnitee payable.or must be provided under a workers' if all of the following conditions are'met: compensation at d'isabifity benefits law or 'a a. The "suit" against the Indemnitee seeks similar law. damages for which the insured has assumed e. Athletics ActivYties the liability of the indemnitee in a contract or- To a person injured while practicing, agreement that is an"insured Contract"; instructin or participating in an g p p g y physical b. This insurance applies to such liability I exercises or games, sports, or .athletic assumed by the insured; contests, c. The obligation to defend, or the .cost of the f. Products-Completed Operations Hazard .defense of, that indemnitee, has also been Included within the "products=compteted assumed.-by the insured in the.same"insured operations hazard". contract';. g. Coverage A Exclusions •d: The allegations in the "suit" 'and the 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 AAND S interests of the indemnitee; 1. We .will pay, with respect to any claim we e. The indemnitee and the insured ask us to Investigate or settle, or any "suit" against an conduct and control the defense of that- insured We defend: indemnitee'against'such'suit"-and 'agree that a. All expenses we incur. we can assign the'same counsel to defend b. Up to $1,000 for cost of bail bonds required the insured.and the indemnitee;and because of accidents or traffic-law violations if. The indemnitee: arising out of the use of any vghicle to which (1) Agrees in'wrtting to the bodily injury Liability Coverage applies, (a). Cooperate with us in the investigation, We do not have to furnish these bonds. settlement or defense of the"suit'; c. The cost of appeal bonds or bonds to release {b) Immediately send us copies of any attachments, but only, for bond .amounts demands,notices,summonses or legal 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 insured at our request to assist us in the (c) Notify any other insurer whose investigation'or defense of the claim or"suit", coverage is available to the including actual loss of earnings up to.$500.a indemnitee;and day because of-time off from work. (d) Cooperate with us with respect, to e. All court costs taxed against..the insured to coordinating other applicable insurance available to the indemnitee° the "suit However, such costs do not and include attorneys' fees, attorneys' expenses, 2 Provides us with'Written autharization'to: Witness or expert fees,or any other expenses } of a party taxed to the Insured. (a) Obtain records and. other -information (. .Prejudgment interest awarded 'against the related to the"suit',.and insured on that part of thejudgment we pay. If (b) Conductand control the defense of the we make.an offer to pay the applicable limit of indemnitee'fn such"suit". Insurance; we will not pay any prejudgmarit So 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, g. All interest on the full,am ount of any judgment necessary litigation expenses Incurred by us and that accrues after entry, of the judgment and necessary litigation expenses 'Incurred by the before we have paid, offered to pay, or indemnitee at our request will be paid as deposited. in court the part of the judgment Supplementary Payments. Notwithstanding the that.is within the applicable limit-of insurance. provisions of Paragraph 2.b.(2) of Section i — These payments will not 'reduce the limits of Coverage A — Bodily Injury .And Property Insurance. Damage Liability; such payments will not be deemed to be da.rhages for "bodily injury" and 2. if.we defend an insured against a "suit" and.an "property damage" and will not reduce the limits indemnitee of the insured is also named as a of`insurance. Page 1'0 of.2.1 HG 00 01 09 16 Our obligation to defend an insured's indemnitee liability company), to. a co-'`employee" and to pay for attorneys' fees and necessary while In. the course of his or her litigation expenses as,Supplementary Payments employment or performing duties ends when: related to the- conduct of your a. We have used up the applicable limit of business, or' to your other "volunteer Insurance in the payment'df judgments or workers" while performing duties settlements;or related to. the conduct of your b. The conditions setforth above,.or the terms of business; the agreement described in Paragraph f. (b) To the spouse, child,.parent, brother or above,are no longer met, sister of that co-"employee" or that "volunteer worker." as a consequence SECTION III-WHOISAN IKStiRlwl] o f Paragraph(1)(a)above; 1. If you are designated in the Declarations'as: (c) For which there is any obligation to a. An individual, you and your spouse are share'damages with or repay someone insureds,.but only with respect to the conduct else who,must pay damages because of.*a business, of which you are the sole 'of the injury described in Paragraphs owner. (1)(a)or(1)(b)above;or b. A parthership pr joint venture; you are an (d) Arising out of his or her providing or Insured, Your members, .your partners,.and failing to provide professional health their spouses are also.insureds, but.only with care services. respect to the conduct of your business. If you.are not in the business of providing: c. A limited liability company, you -are an professional health care services:, insured.Your members are.also:insureds, but (a) Subparagraphs (1)(a), (1)(b)and (1)(c) only with respect to the conduct of .your above do not apply to.any "employee" business. Your managers are insureds, but or"volun#eer worker" pro"viding.first aid only with respect 'to their duties as your services;and managers. d. An organization other than a partnership,joint (b) Subparagraph (1)(d) above does not apply to any tturse,emergency:medical venture or limited liability company, you are technician or 'paramedic employed by an insured. Your "executive officers" and you to provide such services. directors are insureds,but only with respect to their-duties as.your officers.or directors.Your (2) "'Property,damage"to property: stockholders are also insureds, but only with (a) Owned,occupied or used by, respect to'their liability as stockholders. (b) Rented to, in the care, custody or e: A trust, you are an insured,Your trustees are control of; or over which physical also insureds, but only with respect to their control is- being exercised for any duties as trustees, 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 1IMIted liability your business, or your "employees", other company). than either your"executive officers"(if you.are Ia. Real Estate Manager an organization other than a partnership,joint Any person (other than your "employee" or venture or limited liability company) or your ".volunteer worker")., or any organizalion white managers (if you are a limited liability acting as your real:estate.manager. company),. but only for acts within the scope c. Temporary Custodians of Your Property of their employment by you or while performing duties related .to the conduct .of Any person or organization having proper your¢usiness. temporary custody of your properly if you die; However, none of these "employees" oe but only: "volunteer workers"are insureds for: (1) With respect to liability ansirig out of the maintenance or use.of that property;and (1) "Bodily injury"or"personal and advertising (2) Until your legal representative has been injury": appointed. (a) To.you,to your partners or members(if you.are a partnership or joint venture), d. Legal Representative if You Die to your members (If you are a limited Your legal'representative if you die, but only HG 00 01 09 16 Page 11 of 21 with respect to .duties as -such. That 5. Additional insureds When Required By representative will have all your rights and Written Contract, Written Agreement Or duties under this Coverage'Part. Permit e. 'Unnamed Subsidiary The following persons)or organlzation(s) are an Any subsidiary, and subsidiary thereof, of additional insured when -you have agreed, in a yours which is a legally incorporated entity of written contract,written agreement or:because of which you own a financial interest of more a permit issued by a state or political subdivision, than 50% of the voting stock on the effective that such person or organization be added as an date of the Coverage Part. additional insured on your policy, provided the Injury or damage occurs subsequent to the The insurance afforded herein for any execution of the.contractor agreement. subsidiary not named in this Coverage Part A arson or organization is an additional insured' as a named insured.does not apply to injury p g or damage with respect to which such insured under:this provision only for that period of time is.also,a named insured under anotherpolicy required by the contract or agreement. or would be a named insured under such However,.no such person or organization Is an policy but for its termination or the exhaustion insured under this provision if such person or of its limits of Insurance, organization is included as an insured by an 3. Newly Acquired Or Formed'Organization endorsement issued by u's and made a part of Any organization you newly 'acquire or form, this Coverage Part, other than a partnership,joint vonture or limited a. Vendors liability company, and over which you maintain Any persons) or prganization(s) (referred to financial interest of more than 50% of the voting below as vendor), but only with respect to stock, will qualify as a Named Insured€f there Is 'bodily injury" ar "property damage" arising no other similar insurance available to that out of"your prod ucts".which are.distributed or organization.However: sold in the. regular .course of the vendor's a. Coverage under this provision is.afforded.only business and only if this Coverage Part until the 180th .day aft er'you acquire or form provides coverage for "bodily injury" or the organization :or the end of the policy "property damage" included within the period,whichever is earlier; '-'products-completed operations hazard". b. Coverage A does not apply to"bodiily injury" (1) The insurance afforded the vendor is or "property damage" that occurred before subject to the following additional you-acquired or farmed the organization;and exclusions: c. Coverage B does.ndt.apply to"personal and This insurance does not apply to: advertisino injury" arising out'of an offense (a) "Bodily injury'or"property damage"for committed before.you acquired or formed the wfuctr the vendor is obligated 'to pay organization. damages by reason.of the assumption 4. Nonowned Watercraft of liab€lity in a contract or agreement. With respect to watercraft you do not own that is This exclusion does not apply to less than 51 Meet long and is nbt being used to liability for damages that the vendor would have In the absence of the carry persons for a charge, any person. is an contract or agreement; insured while operating such watercraft with your permission. Any other person or organization (b) Any express warranty unauthorized by responsible for-the conduct of such person is you: also an insured,'but only with respect to liability (a) Any physical'or chemical change in the arising out of the operation of the watercraft, and product made 'intentionally by 'the only if no other insurance of any kind.is available vendor; to that person or.organizallonffor this liability. (d) Repackaging, except when unpacked However, no person.or-organization is an insured solely for the purpose. of Inspection, with respect to: demonstration, testing, or the a. "Bodily injury" to a co-"employee" of the substitution of parts under instructions person operating the water-crafty or from the manufacturer; and then b. "Pr6perty damage" to property owned by, repackaged in the original container; rented to, in the charge of br occupied by you (e) Any failure to make such inspections, or 'the employer -bf any person who is an adjustmentsi tests or servicing as-the Insured under this provision, vendor has agreed to make or normally Page 12 of 21 HG 00 01 09 16 undertakes to make in the usual This insurance does not apply to.- course of business,.iri connection with 1. Any "occurrence which takes .place after the distribution or sale of the products; you cease to lease that land;or (f) pemons.tration, installation, servicing 2. Structural alterations, new construction or or repair operations, except such demolition operations performed by or on Operations performed at the vendor's behalf of such person or organization. premises'in cdnnection with the sale of the product; d. Architects, Engineers Or Surveyors (g) Products' which, after distribution or Any architect, engineer, or surveyor, but only sale by you, have been .labeled or with respect .to liability for "bodily Injury', relabeied or used as a contalner, part "Property damage" or "personal and or ingredient .of .any other thing or advertising injury".caused, In whole.or In part, substance by orfor the vendor;-or by your acts or omissions or the acts or- (h) "Bodily Injury" or "property damage" omissions of those acting on your behalf: arising out'ol 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: With respect to the insurance afforded these (I)The exceptions contained in Sub- additional insureds, the following additional paragraphs(d)or(f);or exclusion-applies: (4) Such lnspections, 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 1. The preparing., approving, or falling to products. prepare or approve,maps,.shop drawings, (2) This insurance does not apply to :any opinions, reports, surveys, field orders, insured person Pr 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 engineering activities. such products. This exclusion applies even 0 the. claims b. Lessors Of Equipment against any .insured allege negllgence or (1) Any person(s) or Qrganization(s) .from other wrongdoing in the supervision, hiring; whom you lease equipment; but only with employrr;ent, 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 edvertising Injury" caused, in whole or in damage", or the offense which caused the part, by your maintenance; 'operation or "personal and advertising injury", involyed the. use .of.equipmeht leased to you by such rendering of or the failure to. render 'any persons).or organization(s): professional.services by or for you. (2) With respect to the in 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 respect to.operations performed by you or on expires. your behalf for .which the. 'state or political c: Lessors Of Land Or Promises 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: HG 00.01 0916 Page.13 of 21 i (2) 'Bodily injury" or "property damage'' by that insured, if the "occurrence" which included within the "products-completed caused the "bodily injury" or "property operations hazard' damage", or 'the offense which caused the " ersonal and advertising u involved the f. Any Other Party personal g injury",j rY"� � rendering., of or the failure to render any Any.other person or organization who Is not professional services by or'for you. an additional insured under PaYagraphs a. through e. above, but only with respect to The limits of Insurance that apply to additional liability for "bodily injury", "property damage" insureds is described In Section III — Limits Of or"personal and advertising injury caused,in Insurance. whole or In part, by youvacts or omissions or Haw this,insurance applies when other insurance the acts or omissions of those acting on your is available to.the additional Insured is described behalr: in the'-Other Insurance'Condition in Section IV— i (1) I.n the performance of your ongoing Commercial General Liability Conditions. operations; No person or organization Is an Insured with respect (2) In connection with. your premises, owned to the conduct of any current or past partnership, by or rented to you; or joint venture or limited Ilabillty .company that is not (3) In 'connection with "your work shown as a Named Insured in the Declarations. ' and included within the "products-Completed SECTION Ill—LIMITS OF INSURANCE operations.hazard",.but.only if 1. The Most We Will Pay (a) The written contract, or agreement The Limits of Insurance shown in the requires you.to provide such coverage Declarations and the rules.below fix the most we to such additional insured;and will pay regardless-of the number of: (b) This Coverage Part provides coverage a. Insureds; for"bodily injury" or"property.damage" b.. Claims made or"suits"brought;or inaltlded within the "products:- completed operations hazard". c; Persons or organizations making claims. or However. bringing."suits". 2. General Aggregate Limit (1) The insurance afforded to such additional The General Aggregate Orbit*is the most we will Insured only applies- to the extent permitted by and. pay for the sum of: (2) If coverage provided to the additional 'a• Medical expenses under Coyerage C; insured is required by -a contract or b. Damages under Coverage A, except agreement, the insurance afforded to such damages because of "bodily injury" or additional insured.will not be broader than "property damage" included in the "products- that which you are required by the contract completed operations hazard";and or agreement to provide for such _ c. Damages under Coverage B. additional insrired. 3. Products-Completed Operations Aggregate With respect fib the Insurance afforded to Limit these additional insureds,this insurance does The Products-Completed Operations Aggregate r,ok.apply to: Limit is the most.'we will pay under Coverage A "Bodily injury", "property damage" or for damages because of "bodily injury" and "personal and advertising injury"arising out of "property damage" included in the "products- the rendering of,or the failure to render, any completed operations hazard". professional arrchitectural,. engineering or q, personal And Advertising Injury Limit surveying services, including: 1 The preparing, a ro�iiri , or failing to Subject -to '.2. above, the Personal and O p p ' g' pp g g Advertising.Injury Limit is the most we will 'pay prepare.or approve, maps,shop drawings, under Coverage B for the sum of all damages opinions, reports, surveys, field orders,change orders or drawings and because of all "personal and advertising injury" . specifications;or sustained by any one person or organization. (2) Supervisory, inspection, :architectural or S• Each Occurrence Limit engineering activities. 'Subject to 2..or 3.-above., whichever applies, the This Oxclusion applies even if the claims Each Occurrence Limit is the most we will pay for against ony insured allege negligence or the sum of: other wrongdoing in the supervision, hiring,. a. Damages under Coverage.A; and employment,training or monitoring of others Page 14 of.21 HG.00 0109.16 b. Medical expenses under Qoverage C a. Notice Of Occurrence Or Offense because of all "bodily injury" and "property You.or any additional insured must see to it damage"arising out of any one"occurrence", that we are notified as soon as practicable of 6. Damage To Premises Rented To You Limit an "occurrence" .or an offense which may Subject to 5. above, the Damage To Premises result In a claim. To the extent possible, notice should.Include: Rented To You Limit is the most,we will pay under Coverage A for damages because of 1 How,when and where the"occurrence"or ) "property damage" to any one premises, while offense took.place; rented to you, or in the case of damage by fire, (2) The names and'addresses of ahy-injured lightning or explosion, while rented to yoU br persons and witnesses;and temporarily occupied by you .with permission of (3) The nature.and location of any injury or the owner. damage arising out.of the "occurrence"or In the case of damage by fire, lightning or offense. explosion, the Damage to-Premises Rented To b. Notice Of Claim You Limit applies to all damage proximately If a clam, is made or"suit" is brou ht against caused by .the same event, whether such Q g damage results from fire, lightning or explosion ahy insured, you or any additional insured or any combination of these. must; 7. Medical Expense Limit (1) immediately record t#a specifics of the Subject to 5,above, the Medical Expense Ltrnit is claim or"suit"and the date received:and the most we will pay under Coverage C.for all (2) Notify us as soon as practicable. medical expenses .because of "bodily injury" You or any additional insured must see to it sustained by any one person. that we receive written notice of the claim or 8. How Limits Apply To Additional insureds "suit".as soon as pf.acticable. If you have agreed in a written contract or written c. Assinsastance And Cooperation Of The agreement that another person or organizatiori rei be You and.any other involved insured must; added as an,additional insured on your policy, (1) immediately send us copies df any the.most we wilt 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 writteri 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 Sectidn: (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 maybe 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 less than 12 months. In that case; the additional No insured:will, except at that insured's own period will be deemed part.of .the last preceding cost, voluntarily make a payment, assume period for purposes of determining the Limits of any obligation, or incur any expense, other i Insurance. than for first aid,without our consent. I SECTION IV -- COMMERCIAL GENERAL e• Additional Insureds Other insurance LIABILITY CONDITIONS If -we cover a claim or "suit" under this 1. Bankruptcy Coverage Part that may also be covered by other insurance available to an additional Bankruptcy or insolvency of the insured or of the Insured, such additional insured must submit insumd'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 HG 00 01 09 16 Page 15 of 21 i i contract or written agreement that 'this b. Excess Insurance insurance is primary and non-contributory This insurance is excess.over any of the,other with the additional insure.d's awn insurance. insurance, whether primary, excess, f, Knowledge Of An Occurrence, Offense, contingent of on any other basis: Claim Or Suit (1) Your Work Paragraphs a, and b. apply to you or to any That is Fire, Extended Coverage., Builder's additional insured only when such. Risk, Installation Rlsk or similar coverage "occurrence",offense; claim or"suit"is known for"your Work to; (1) You or any additional insured that is an {2} Premises Rented To You individual; That is fire, lightning or explosion (2) Any partner, if you or the additional. insurance for premises rented to you or temporarily occupied by you with insured is a partnership; permission bf the owner; (3) Any, manager, if you or the additional (3) Tenant[lability insured is'a limited liability company; That is. tnsurance purchased by you to A Any "executive officeY' .or insurance cover your liability as a tenant for manager,if you or the.'additional Insured is "property damage"' to premises ranted ta. a corporation; .you or temporarily occupied by you. with (5) Any trustee., if you or the additional permission of the owner; insured is a trust;or (4) Aircraft,Auto Or Watercraft. (6) Any elected or appointed official, If you or. If the loss arises out'of the maintenance or t46. additional insured is a political use of aircraft"autos" or watercraft to the subdivision or public entity, extent not subject to Exclusion g, of This duty applies separately to you and any. Section I -- Coverage A Bodily Injury additional insured. And Property Damage Liability; i 3. Legal Action Against Us (5) Property Damage To Borrowed No person or:organization has a`right under this equipment Or Use Of Elevators' Coverage Part: If the"loss arises,out of"property damage" a. To join us as. a party or otherwise bring us to borrowed equipment or the use of into a. "suit" asking for damages from an elevators to the extent not subject to Insured;or Exclusion J. of Section I - Coverage A - b. To sue os:on this Coverage Part.unless all of Bodily Injury And Property Damage liability; its.ternis have been fully complied with. A person or organization may sue us to recover-, (6} When Yau.Are Added As An Additional on an agreed settlement or on a.final judgment insured To Other Insurance against an insured; but we will not be'liable for Any other insurance available to .you damages that are not payable under the terms of covering liability'for damages arising out of the remises or o erations products or this Coverage Part or p p p that ore in excess of the applicable limit of and completed operations, for which you insurance. -An agreed settlement means a have been added as an additional Tnsured settlement and release of liability signed by us, by that insurance;or the insured and tiie claimant or the claimant's (7) When You Add Others. As An legal representative. Additional Insured To This Insurance 4. Other Insurance Any other in available -to. an If other valid and collectible Insurance is additional insured. available to the insured for a I.oss_we cover under However, the following provisions apply to Coverages. A or B of this Coverage Part, our other insurance avallable.to any person or obligations are limited as follows; organization who. is-an additional insured a. Primary Insurance under this coverage part. This insurance is primary except when b. (a) Primary Insurance When R.equired below applies. If other insurance `is also By Contract primary, we 'will .share with all that other This insurance Is primary if you have insurance by the method described Ih c. agreed in a written contract or written below. agreement that this insurance be primary. If :other insurance is also Page 16 of 21 HG 00 01*0916 primary, we will share with ail that 5. Premium Audit other insurance by the method a. We will compute all described in c,below. P premiums for this Coverage Part to accordance with our rules (b) Primary And Non-Contributory. To and rafeis. Other Insurance When Required By b. Premium shown :in this Coverage. Part as Contract advance premium is a deposit premium only. If you have agreed in :a written At the close of each audit period we will contract, written agreement, or permit compute the earned premium for that period that this insurance is primary and non- and send notice to the first Named Insured, contributory with the additional The. due date for audit and retrospective Insured's own insurance,this insurance premiums is the date shown as the.due date is primary and We will not seek on the bill. If the sum of the advance and contribution from that other Insurance. audit.premiums paid for the policy period is Paragraphs (a) and (b) do not appfy to greater than. the earned premium; we will other insurance to which, the additional return the excess to the first Named Insured.. .Insured has been added as an:additional c. The first Named Insured must keep records of Insured. the information we need for premium When'this insurance is excessi we will have computation, and .send us copies at such no duty under Coverages A or B to. defend times as we may request, the insured against any."suit" if any other 6. Representations Insurer has a duty to. defend the insured a. When You Accept This Policy against that"suit".. If no other insurer.defends, we will undertake. to do so, but we will be By accepting this policy.,you agree: entitled to the Insured's righfs against all (1) The statements in the Declarations .are those other insurer's, accurate and complete; When this insurance: Is excess over other (2) Those statements are based upon insurance, we will pay only our share of the representations you made to us;and amount of the loss, If any, that exceeds the (3) We have issued this policy in reliance sum of: upon your representations. (1) The total amount that all such other b. UnintentionaI Failure To Disclose Hazards insurance would pay for the 'loss in the If unintentionally you should fail to disclose all absence of this insurance;and hazards relating to the conduct of 'your (2) The total of all deductible and self insured 6.usiness that exist at the 'inception date .of amounts under all chat other insurance. this 'Coverage Part, we shall not deny We will share.the remaining loss, if any; with coverage under this. Coverage Part because any ,other insurance that Is not described in of such failure, this Excess Insurance provision and was not 7..Separation Of Insureds bought specifically to apply in excess of the Except with respect to the Limits of Insurance, Limits of Insurance shown in the Geclarafions and any rights or duties specifically assigned in of this Coverage Part: this Coverage.Part to the first Named Insured, c. Method Of Sharing this insurance applies: If all of the other .insurance permits a. As if each Named Insured were the only contribution by equal shares, We will follow Named Insured; and. this method also. Under this approach each b, Separately to each insured against whom insurer contributes equal amounts until it has paid its applicable limit of-insurance Or none claim.is made'or"suit"Is brought. of the.loss remains,whichever comes first. a. Transfer Of Rights Of Recovery Against If any of the other insurance does not permit Others_To Us contribution by equal shares, e will a. Transfer Of Rights Of Recovery contribute by Ii.mits. Under this method, each If the insured has rights to recover all or part insurer's share is based on the ratio of its of .any payment, including Supplementary applicable. Ifniit of insurance to the total payments, we have trade under this applicable limits of insurance of all insurers. Coverage Part, those rights are transferred to us.The insured must do.nothing after loss to HG 00 0109 16 Page 17 of 21 I i impair them. At our request:, the insured will other motor vehicle insurance law where it Is bring "suit" or transfer those rights to us and licensed or principally garaged. help us enforce them. However, "auto" does not include "mobile b. Waiver Of Ri&ts Of Recovery (Waiver Of equipment", Subrogation) 5. 'Bodily injury"means physical: If the insured has waived any 'rights of a. Injury; recovery against any person or organization b, Sickness;or for all or part .of, any payment, including Supplementary Payments, we have made c. Disease under this Coverage.Part,we also waive that sustained by a person and, If arising out of the right,.provided the insured waived their rights above,mental anguish or'death at any time. of recovery against such person or organization -in a .contract, agreement or 6. "Coverage territory"means: permit that was executed prior to the injury oe a.. The United States of America (including its damage. territories and possessions), Puerto Rico. and 9. When We Do Not Renew Canada; If we decide-not to renew.this Coverage Part, we b• International waters or airspace, but only if will mail or deliver to the first Named Insured the injury or damage occurs in the course of shown in the Declarations written notice of the travel or transportation between any places nonrenewal not less than 30 days before the lhcluded in a, above;or expiration date. c. All other parts of the world if the injury or if notice is mailed, proof of mailing will be damage arises out of: sufficient-proof of notice: (1) Goods or products made or sold.by you in SECTION V—DEFINITIONS the territoy described in a.above;' 1. "Advertisement" means the widespread public (2) The activities of a person whose home is dissemination'of information'or images that has in the.territory described in a.above; but is the.purpose of inducing. the sale o€ goods, away for a short.time on your business;or products or services through- (3) "Personal and-advertising injury." offenses a.(1) Radio; that take place -through the Internet or similar electronic means of communication (2) Television;. provided the insured's responsibilty to pay. (3) Billboard; damages is determined in the United States of (4) Magazine; America (including Its territories and possessions), (5} Newspaper;or Puerto Rico or Canada, in a "suit" on the merits according.to the substantive law in such territory or b. .Any other publication that is given widespread in a settlement w'e agree to. public distribution. However,"advertisement"does not include: 7. "Employee" includes a "leased worker". Employee does not include .a temporary a. The design, printed material, information or worker". irriages contained in, on or upon the 8, "Employment-Related Practices"means: packaging or iabeling of any goods or products;or a. Refusal to employ that person; b, Ah interactive coriversaticin between or b. Termination of that person's employment;or among persons through a.computer network. c. Employment-related practices, policies, .acts 2. "Advertising idea" means any Idea for an or omissions, such as .coerclon, demotion; reassignment, discipline, defamation, "advertisement!'. harassment, hurnIllation 3, "Asbestos hazard" means an exposure or discrimination or. malicious prosmcukion threat of exposure to. the actual or alleged directed at that person, properties of asbestos and includes the. mere 9. "Executive officer" means a arson holdin an presence.of asbestos�in any form. p holding tiny 4. "Auto"means: of the. officer positions created by your charter, constitution, by-laws. or any other similar a. A land motor vehicle, trailer or semitrailer governing document designed for travel on public roads, Including 10."Hostile fire" means one which becomes- any attached machinery,or equipment;or uncontroflable or breaks out from where it was b. Any other land vehicle that is subject to a intended to be, compulsory or financial responsibility law or Page 18 of 21 HG 00 01 09 16 11."Impaired property" means tangible propeity, (a) Preparing, approving, or .failing to other than "your product or "your work", that prepare or approve, maps, shop cannot be used or is less useful because; drawings, opinions; reports, surveys; a. It incorporates "your product" or "your work" field orders,change.orders or.drawings That is known or thought to be defective, and'specificatloris;or deficient,,inadequate or dangerous;or (b) Giving directions or instructions, or b. You have failed to fulfill the terms of a Failing to give them, if that. is the contractor agreement, primary cause of the injury or damage; if such property can be restored to use by the or repair, replacement, adjustment or removal of (2) Under which the insured, If an architect, "Your product"or"your work", or your-fulfilling the engineer'or surveyor, assumes liability for terms of the coritract or agreemert. an 'injury or damage. arising out .of the 12.1nsured contract"'means; insured's rendering or failure .to render professional services,'including those listed a. A contract for a lease of premises. However, in (1) :above and supervisory, inspection, that portion of the contract for a. lease of architectural or engineering activities. premises that indemnifies any person or U."Leased worker"means a person(eased to you organization for damage by fire,.lightning or explosion to premises while rented to you or by a labor leasing-firm under an agreement between you. and the labor leasing firm, to temporarily occupied by-you with permission perform duties related to the conduct of your of the owner is subject to the Damage to business-. "Leased worker' does not include a Premises Rented To You Limit described In "temporaryw&ker'. Section III—Limits of Insurance;' 14."Loading or unloading" means the handling of b. A sidetrack agreement;. property.: c. Any easement or license agreement; a. After it is moved from the place where it is Including an easement or license .agreement accepted for movement into or onto an In connection with construction or demolition aircraft,watercraft or"auto"; operations on or within 50 feet of a railroad; b. While it is in or on an aircraft, watercraft or d. An obligatlon, as required by ordinance, to "auto';or indemnify a municipality,.except in connection with work.for a municipality; c. While it is being moved from an aircraft, e. An elevator maintenance agreement; watercraft or "auto" to the place where it is finally delivered; f. That part p •any other contract or agreement but "loading .or unloading" does riot.include the pertaining to your business (including an movement of property by means of a mechanical indemnification of a municipality in connection device, other' than' a hand truck, 'that is not With.work perrormed fora municipality) under attached to the aircraft, watercraft or."auto". which.you assume.the tort liability of another party to pay for "bodily injury' or "property 15."Mobile equipment" means any of the following damage" to a third person or organization, types o€ land vehicles, including any attached provided the "bodily injury" or "property machinery or-equtpment: damage" is caused, in whole or in part, .by a. Bulldozers,farm machinery,forklifts.and.other you or by those acting 'on your behalf. Tort vehicles designed"for use principally off public liability means a liability that would be roads; imposed by law in the absence of any b. Vehicles maintained for use solely on or next contractor agreement, to premises you own or.rent; Paragraph€,includes that part of any-contract C. Vehicles that travel on crawler treads; or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising d. Vehicles, whether self=propelled or not, out of construction or demolition operations, rnaiintained primarily to provide mobility to Within 50 feet of any railroad property and pormanentlymounted., affecting any railroad bridge or trestle, tracks, (1) Power cranes,shovels;loaders,diggers or road-beds,funnel;underpass or crossing. drills;or However, Paragraph f.. does not include that (2) Road construction or resurfacing part of any contract or agreement: equipment such as graders, scrapers or (1) That Indemnifies an architect, engineer or rollers; surveyor for injury or damage-arising out e. Vehicles not described In a.,b.,c.or d.above of. that.are not self-propelled.and are maintained HG 00 01 09 16 Page 19 of 21 I i primarily to provide mobility to permanently B. Oral,--Written or electronic publication, in any attached equipment of the following types: manner, of material that violates a person's (1) Air compressor% pumps and generators, right-of.privacy, including spraying, welding,. building f. Copying, in your "advertisement", a person's cleaning, geophysical exploration, lighting or organization's "advertising idea" or style of and well servicing equipment;or "advertisement';or (2) Cherry-pickers and similar devices used to g. Infringement of copyright, slogan, .or title of raise or lower workers; any literary or artistic work, in .your f. Vehicles not described in a.,b.,c,o.r d.above "advertisement"-. maintained primarily for purposes other than 18."Pollutants"mean any solid, liquid,_gaseous or the transportation of persons-or cargo. thermal irritant or contaminant, including smoVe, vapor, soot, fumes,acids, alkalis; chemicals and i However, self-propelled vehicles with the waste: Waste includes materials #o be recycled, following types of permanently .attached y equipment aie not"mobile equipment"but will reconditioned or reclaimed, be considered "autos": 19.."Products-completed operations-hazard": (1) Equipment designed primarily for: a. Includes all "bodily injury" and "property (a) Snow removal; damage" occurring away from premises you own or rent and arising out of "your product" (b) Road maintenance, but not or"your work"-except construction or resuifacing;or (c) Street cleaning; (1) Products that are. still In your physical possessiof3;or (2) Cherry pickers and :similar devices (2) Work.that has not yet been completed or mounted. on automobile or truck:chassis abandoned, However,. "your work" will be and used to raise or lower walkers;and deemed. completed at the earliest of.the: (3) .Air compressors, pumps and generators, following times: Including spraying, welding, building (a) When all of the work.called for in your cleaning, geophysical exploration, lighting contract has been completed. and well servicing equipment. (b) When all,of the work to be.done at the However, "mobile equipment" does not include job site has been completed if your any land vehicle that is subject to a compulsory contract calls for work at more than or financial responsibility taw or other motor ofiejob site, vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a (c) When that.part of the work done at a compulsory or financial responsibility law or othe.r job site has been put to its intended motor vehicle insurance law are considered use by arty person or organization "autos", other than another contractor .or 16."Occurrence" means an accident, including subcontractor working on the' same continuous orTepeated exposure to substantially protect. the same general harmful conditions. Work that may need service, 17."Personal and advei using injury" means maintenance, correction, repair or injury, including cansequantial "bodily injury", replacement, but which is otherwise. arising out of one or more of the .following complete,will be treated as completed. b.offenses: . Doers not include "bodily injury" or "property a. False arrest,detention or imprisonments damage"arising out of: (1) The transportation of property, unless the. b. Malicious prosecution; injury or damage arises out of a condition c. The wrongful eviction from, wrongful entry in or on a vehicle not owned or operated into, or invasion of the right of private. by you, and that condition was created by occupancy of a room, dwelling or premises the "loading or unloading" of1hat vehicle that a person or organization occupies, by any insured; committed by or on behalf of its owner, (2) The existence of tools, uninstalled landlord.or lessor; equipment or abandoned 'or unused d. Oral,_written.or.electronic publication; in any materials;or manner. of material that slanders or libels a (3) Products or 'operations for which the person or organization or disparages a classification, listed In the Declarations or person's*or organizatiori's goods, products or in a policy Schedule, states that products- services; Page 20 of 21 HG 00 01 09 16 completed operations are subject to the 24."Your product": General Aggregate Limit, a. Means:. 20."Property damage"means: (1) Any goods or products, other than real a. Physical injury to tangible.property, including property, manufactured, said, handled, all resulting loss of use of that property. All distributed or disposed of by: such loss of use shall be deemed to occur at (a) You; the time of the physical injury that caused it; or (b) Others.:tradfng under your name;or b. Loss of use of tangible property that is not. (c) A person or organization whose. .physically injured,All such loss of use shall .business orassets.you have acquired; be deemed to occur at the time of the and "occurrence"that caused It. (2) Containers .(other than vehicles), As used in this definition, computerized Or materials, parts or equipment furnished in electronically stored data, programs or software connection'with such goods or products. are.not tangible property.. Electronlc data means I;. Includes information,facts or-programs: (1) Warranties or representations made at a. Stored as or on; any time with respect to the fitness, b. Created or used on;or quality,. durability, performance or use' of "your product"-,and c. Transmitted to:or from; 2 The rovidin of or failure. to computer software, including systems and ( � providing provide warnings arinstructlans. applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells; data processing C. Does not include vending machines or other devices or any other media which are used'with property rented to or located for the'use of electronically controlled equipment. others but not sold. 21."Stilt" means a civil proceeding In which 25."Yourwork": damages because of "bodily injury'',. "property a.. Means: damage" or "personal and advertising injury" 'to (1j Work or operations performed by you or which this insurance applies are alleged. "Suit" on your behalf;and includes: (2) Materials, parts or equipment furnished in a. An arbitration .proceeding in which such connection:with such Work or operations. damages are claimed and to which the b. Includes insured must submit or does submit with our consent;or (1) Warranties or representations made at b. Any other alternative dispute resolution any time with respect to the fitness, proceeding in which such damages are quality, durability, performance or use of claimed and to which the insured submits with "your work",and our consent. (2) The providing of or failure to provide 22."Temporary worker" means a person who Is warnings ar instructions. furnished to you to subsiltute 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'; h. 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. HG 00 0109 16 Page 21 of 21 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, WAIVER OF CCU R R GHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 57 VE GH2291 Endorsement Number.: Effective Bate: .10/01/18 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DASHER .TECHNOLOGIES, INC_ 675 CAMPBELL TECHNOLOGY PXWY CAMPBELL, .CA 95008 We have the right to recover our payments from anyone liable for an injury.covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit.anyone not named in the.Schedule. SCHEDULE ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WR:TTT.EDT CONTRACT OR. AGREEMENT TQ "ORT-KIN THIS WAIVER OF RIGHTS FROM US. I Countersigned by Authorized Representative Form WC.00 0313 Printed in U.S.A. Process Date: Policy Uxpiration Date: 10/01/19.