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19-181 Thermal Mechanical, HVAC Improvements at McClellan Ranch Preserve
CITY OF PUBLIC WORKS CONTRACT $60,000 OR LESS CUPERTINO 1. PARTIES This public works contract("Contract") is made and entered into on 0-a' �q L ZOti Ot ("Effective Date") by and between the City of Cupertino, a municipal corporation("City"), and Thermal Mechanical , a Corporation ("Contractor") for HVAC improvements at McClellan Ranch Preserve. 2. SCOPE OF WORK Contractor will perform and provide all labor,materials,equipment, supplies,transportation and any other items or work necessary to perform and complete the work required for the Project("Work"), as required in the Scope of Work, attached here and incorporated as Exhibit A, and in accordance with the terms and conditions of this Contract. 3. TIME FOR COMPLETION 3.1 Term. This Contract begins on the Effective Date and ends on March 31, 2020 ("Contract Time")unless terminated earlier as provided herein. Contractor's Work shall begin on the date shown on a written Notice to Proceed ("NTP") and must be fully completed within the Contract Time or on the date specifically provided in the Notice to Proceed. The City Engineer will not issue a NTP until the Contract is fully executed by both parties and City has received satisfactory proof of insurance and any performance and payment bonds that may be required. 3.2 Time is of the essence for Contractor's performance and completion of the Work. Contractor must have sufficient time, resources, and qualified staff to deliver the work on time. 3.3 Liquidated damages of$200.00 will be charged for each day of unexcused delay, or City may deduct the amount from Contractor's payments. Liquidated damages are based on reasonably foreseeable consequences of delay and may include intangible losses which the Parties agree may be difficult to ascertain, such as loss of public confidence in City and its contractors, interference or loss of use of public facilities, and extended disruption to the public. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Work an amount that will based on actual costs but that will be capped so as not to exceed $20,061.00 ("Contract Price"), for all of Contractor's direct and indirect costs, including all labor,materials, supplies, equipment,taxes, insurance, bonds and all overhead costs. 4.2 Invoices and Payments. Contractor must submit an invoice on the first day of each month, describing the Work performed during the preceding month, itemizing labor, materials, equipment and Public Works Project McClellan Ranch Preserve-IIVAC Improvements Public Works Contract$60,000/Rev.Jan.02,2019 Page 1 of 11 any incidental costs incurred.Contractor will be paid 95%of the undisputed amounts billed within 30 days after City receives a properly submitted invoice.Any retained amounts will be included with Contractor's final payment within 60 days of City's acceptance of the Work as complete. 5. INDEPENDENT CONTRACTOR 5.1 Status.Contractor is an independent contractor and not an employee of City.Contractor is solely responsible for the means and methods of performing the Work and for the persons under this employment.Contractor is not entitled to worker's compensation or any other City benefits. 5.2 Contractor's Qualifications.Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Work 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 Work as required by law,and have procured a City Business License.Contractor shall possess a California Contractor's License in good standing for the following classification(s):C20 ,which must remain valid for the entire Contract Time. 5.4 Subcontractors.Only Contractor's employees are authorized to work under this Contract. Prior written approval from City is required for any subcontractor,and the terms and conditions of this Contract will apply to any approved subcontractor. I 5.5 Tools,Materials and Equipment.Contractor will supply all tools,materials and equipment required to perform the Work under this Contract. 5.6 Payment of Taxes.Contractor must pay income taxes on the money earned under this Contract.Upon City's request,Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Contract. 6. CEfANGE ORDERS Amendments and change orders must be in writing and signed by City and Contractor.Contractor's request for a change order must specify the proposed changes in the Work,Contract Price,and Contract Time.Each request must include all the supporting documentation,including but not limited to plans/drawings,detailed cost estimates,and impacts on schedule and completion date. 7. ASSIGNMENTS; UCCESSORS Contractor shall not assign,hypothecate,or transfer this Contract 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 Contract and subject to City approval,which shall not be unreasonably withheld.Control means fifty percent(SO%)or more of the voting power of the business entity.This Contract is binding on Contractor,its heirs,successors and permitted assigns Public Works Project McClellan Ranch Presence- HVAC Imorovements Publlc Woos Co*ad$60,0001Rev.Jan.02,2M Page 2 of 11 8. PUBLICITY 1 SIGNS Any publicity generated by Contractor for the Project during the Contract Time,and for one year thereafter must credit City contributions to the Project.The words"City of Cupertino"must be displayed in all pieces of publicity,flyers,press releases,posters,brochures,interviews,public service announcements and newspaper articles.No signs may be posted or displayed on or about City property,except signage required by law or this Contract,without prior written approval from the City. 9. SUBCONTRACTORS 9.1 Contractor must perform all the Work with its own forces,except that Contractor may hire qualified subcontractors to perform up to 25 %of the Work,provided that each subcontractor is required by contract to be bound by the provisions of this Contract.Contractor must provide City with written proof of compliance with this provision upon request. 9.2 City may reject any subcontractor of any tier and bar a subcontractor from performing Work on the Project,if City in its sole discretion determines that subcontractor's Work falls short of the requirements of this Contract or constitutes grounds for rejection under Public Contract Code Section 4107.If City rejects a subcontractor,Contractor at its own expense must perform the subcontractor's Work or hire a new subcontractor that is acceptable to City.A Notice of Completion must be recorded within 15 days after City accepts the Work if the Contract involves work by subcontractors. 10. RECORDS AND DAILY REPORTS 10.1 Contractor must maintain daily reports of the Work and submit them to City upon request and at completion of Project.The reports must describe the Work and specific tasks performed,the number of workers,the hours,the equipment,the weather conditions,and any circumstances affecting performance.City will have ownership of the reports,but Contractor will be permitted to retain copies. 10.2 If applicable,Contractor must keep a separate set of as-built drawings showing changes and updates to the Scope of Work or the original drawings as changes occur.Actual locations to scale must be identified for all major components of the Work,including mechanical, electrical and plumbing work;HVAC systems;utilities and utility connections;and any other components City determines should be included in the final drawings of the Project.Deviations from the original drawings must be shown in detail,and the location of all main runs,piping,conduit,ductwork,and drain lines must be shown by dimension and elevation. 10.3 Contractor must maintain complete and accurate accounting records of its Work,in accordance with generally accepted accounting principles,which must be available for City review and audit,kept separate from other records,and maintained for four years from the date of City's final payment. Public Works Project McClelIan_Ranch Preserve-HVAC lmomyements Public Works Gonhd$60,0001Rev.Jan.02,2019 Page 3 of 11 I i 11. INAEMNMCATION 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 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 alnd all liability,damages,claims,stop notices,actions,causes of action,demands, charges, losses 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 Contract or in any manner relating to any of the following: (a) Breach of contract,obligations,representations or warranties; (b) Performance or nonperformance of the Work or of any obligations under the Contract by Contractor,its employees,agents,servants,subcontractors or subcontractors; (c) Payment or nonpayment by Contractor or its subcontractors or sub-subcontractors for Work performed on or off the Project Site;and (d) Personal injury,property damage,or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors. 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 Contract. 11.3 Contractor's duties under this entire Section are not limited to Contract Price,Workers' Compensation or other employee benefits, or the insurance and bond coverage required in this Contract.Nothing in the Contract shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other 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 Contract,a purchase order or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements,attached and incorporated here as Exhibit B. Contractor must provide satisfactory proof of insurance and maintain it for the Contract Time or longer as required by City.City will not execute the Contract until City has approved 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 at Contractor's expense, deducting the costs from Contractor's compensation,or terminating the Contract. r Public Works Proled McClellan Ranch Preserve- HVAC 1lnerove�lents PubAc Woft Contract$E0,000/Rev.Jae.02,2019 Page 4 of 11 i 13. COIVIPL11AM WTD LAWS 13.1 General Laws.Contractor shall comply with all laws and regulations applicable to this Contract.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 status of employees performing the Work,as required by the Immigration Reform and Control Act 13.2 Labor Laws. (a) Contracts of$1,000 or more are subject to the requirements of the California Labor Code, including but not limited to: (i) Prevailing wage laws under Labor Code Section 1775,which require Contractor to pay prevailing wages applicable in Santa Clara County for each craft, classification,or type of worker needed to perform the Work,including health, pension and vacation.The prevailing wage rates are on file with the City Engineer's office and are available online at htta:J/www.dir.ca.gov/DLSR; (ii) Apprenticeship requirements under Labor Code Section 1777.5 for Contacts $30,000 or more; (iii) Maintain certified payroll records in accordance with Labor Code Sections 1776 and IS 12,and electronically submit them to the Labor Commissioner as required by the regulations of California,Department of Industrial Relations (iv) Comply with Da Monitoring,Enforcement and Registration requirements of Labor Code Section 1725.5. (b) Contractor must compensate workers who are paid less than prevailing wages or required to work more than a legal day's work. Contractor will also be required to pay City a penalty of $200.00 per worker for each day of violation (c) As required by Labor Code Section 1861,by signing this Contract Contractor certifies as follows:"I am aware of Labor Code Section 3700 which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code,and I will comply with such provisions before commencing the Work on this Contract." 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 Contractor's employees or sub-contractors will not be tolerated. Public Works Project McClellan Ranch Preserve- HVAQ Improvements Public Woks Cdntrad$60,000lRov Jan.02,2019 Page 5 of 11 13.4 Conflicts of Interest.Contractor,its employees,subcontractors,servants and agents,may not have,maintain or acquire a conflict of interest in relation to this Contract in violation of law,including Government Code section 1090 and Government Code section 81000 and their accompanying regulations.No officer,official,employee,consultant,or other agent of the City("City Representative")may have,maintain,or acquire a"financial interest"in the Contract,as that term is defined by state law,or in violation of a City ordinance or policy while serving as a City Representative or for one year thereafter.Contractor,its employees, subcontractors,servants and agents warrant they are not employees of City or have any relationship with City officials,officers or employees that creates a conflict of interest.Contractor may be required to file a conflict of interest form if it 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 City rules governing gifts to public officials and employees. 13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City suspending payments,requiring reimbursement,or terminating the Contract.City reserves all rights and remedies under the law and this Contract,including seeking indemnification. 14. BONDS For contracts of$25,000 or more,Contractor must obtain a payment bond and a performance bond, each in the penal sum of 100%of the Contract Price,using the Bond Forms attached and incorporated here as Exhibit C.Each bond must be issued by a surety admitted in California,with a financial rating from A.M.Best Company of Class A-or higher,or as otherwise acceptable to City.If an issuing surety cancels a bond or becomes insolvent,Contractor must provide a substitute bond from a surety i acceptable to City within seven calendar days after written notice from City.If Contractor fails to do so, City may in its sole discretion and without prior notice,purchase bonds at Contractor's expense, deduct the cost from payments due Contractor,or terminate the Contract.City will not execute the Contract nor issue the NTP until the required bonds are submitted. 15. UTILITIES,TRENCHING AND EXCAVATION 15.1 Contractor must call the Underground Service Alert C USA")811 hotline and request marking of utility locations before digging or commencing Work.For underground service alerts for street lighting and traffic signal conduits,City's Service Center must be called at(408)777-3269. Government Code Section 4215 requires Contractor to notify City and Utility in writing if it discovers utilities or utility facilities not identified in the Contract. 15.2 Pursuant to Government Code Section 7104,Contractor must stop work,notify City in writing, and wait for instructions if one of the conditions below is found at the worksite.City will work with Contractor to amend the Contract or issue a change order if the discovered conditions materially change the Work/Performance,Contract Time or Contract Price. (a) Material believed to be hazardous waste under Health and Safety Code Section 25117,and which requires removal to a Class 1,Class H,or Class III disposal site pursuant to law; (b) Subsurface or latent physical conditions at the Project worksite differing from those indicated by information about the worksite made available to Contractor;and Public works Project McCl®Ilan Ranch Preserve- HN AC Imr)MyeMenjs Publk Works Con mt$60,OOO)Rev.Jan.02,2019 Page 6 of It (c) Unknown physical conditions at the Project worksite of any unusual nature,materially different from those ordinarily encountered and from those generally recognized as inherent in the character of the Work. 15.3 For contracts$25,000 or higher that require excavation or involve trenches five feet or more in depth,Contractor must submit a detailed plan for City approval,per Labor Code Section 6705 prior to commencing work.The plan must show the design of shoring,bracing,sloping and other provisions for worker protection from caving ground and other hazards.The protective system must comply with all Construction Safety Orders.If the plan varies from shoring system standards, it must be prepared by a registered civil or structural engineer. 16. URBAN RUNOFF MANAGEMENT 16.1 All'Work must fully comply with federal,state and local laws and regulations concerning storm water management. Contractor must avoid creating excess dust when breaking asphalt or concrete and during excavation and grading.If water is used for dust control,Contractor will use only the amount of water necessary to dampen the dust. Contractor will take all steps necessary to keep wash water out of the streets,gutters and storm drains.Prior to the start of the Work,Contractor will implement erosion and sediment controls to prevent pollution of storm drains,and must upgrade and maintain these controls based on weather conditions or as otherwise required by City.These controls must be in place during the entire Contract Time and must be removed at the end of construction and completion of the Work. Such controls must include,but will not be limited to,the following requirements: (a) Install storm drain inlet protection devices such as sand bag barriers,filter fabric fences,and block and gravel filters at all drain inlets impacted by construction.During the annual rainy season,October 15 through June 15,storm drain inlets impacted by construction work must be filter-protected from onsite de-watering activities and saw-cutting activities. Shovel or vacuum saw-cut slurry and remove from the Work site; (b) Cover exposed piles of soil or construction material with plastic sheeting.Store all construction materials in containers; (c) Sweep and remove all materials from paved surfaces that drain to streets,gutters and storm drains prior to rain and at the end of each work day.When the Work is completed,wash the streets,collect and dispose of the wash water offsite in lawful manner; (d) After breaking old pavement,remove debris to avoid contact with rainfall/runoff; (e) Maintain a clean work area by removing trash,litter,and debris at the end of each work day and when Work is completed. Clean up any leaks,drips,and other spills as they occur. 16.2 These requirements must be used in conjunction with the California Stormwater Quality Association and California Best Management Practices Municipal and Construction Handbooks,local program guidance materials from municipalities,and any other applicable documents on stormwater quality controls for construction.Contractor's failure to comply with this Section will result in the issuance of noncompliance notices,citations,Work stop orders and regulatory fines. Public works Project McClellmn_Ranch Preserve- HVAC.Imnrove[nonb Pvbk Works Gcntrad$60,0001Rev.Jan.02,2019 Page 7 of 11 17. PROJECT COORDINATION City Project Manager.City assigns Ken Tanase as the City representative for all purposes under this Contract,with authority to require compliance with the Scope of Work.City may substitute Project Managers at any time and without prior notice to Contractor. Contractor Project Manager.Subject to City approval,Contractor assigns Wayne Shipley as its single representative for all purposes under this Contract,with the responsibility to ensure progress with the Work. Contractor's Project Manager is responsible for coordinating and scheduling the Work and must regularly update the City Project Manager about the status and any delays with the Work,consistent with the Scope of Work.Any substitutions must be approved in writing by City. 18. ABANDONMENT AND'TERMINATION 18.1 City may abandon or postpone the Project or parts therefor at any time.Contractor will be compensated for satisfactory Work performed through the date of abandonment and will be given reasonable time to close out the Work.With City's pre-approval in writing,the time spent in closing out the Work will be compensated up to 10%of the total time expended in performing the Work. 18.2 City may terminate the Contract for cause or without cause at any time.Contractor will be paid for satisfactory Work rendered through the termination date and will be given reasonable time to close out the Work. 18.3 Final payment will not be made until Contractor delivers the Work and provides records documenting the Work,products and deliverables completed.Nothing in the Section below is intended to delay,abridge or bar City's right under this Section. 19. GOVERNING LAW.VENUE AND DISPUTE RESOLUTION This Contract is governed by the laws of State of California. Venue for any legal action shall be the Superior Court of the County of Santa Clara,California.The dispute resolution procedures of Public Contract Code Section 20104,incorporated here by reference,apply to this Contract and Contractor is required to continue the Work pending resolution of any dispute.Prior to filing a lawsuit,Contractor must comply with the claim filing requirements of the California Government Code.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. 20. 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 Contract,the prevailing party will be entitled to reasonable attorney fees and costs. Public Works Project 1MeClellan Ranch Preserve- HVAC Improvements Public Works Coand$60,OOOIRev.Jan_02,2019 Page 8 of 11 i 21. SIGNS/AV14 BUS MEN'I' No signs may be displayed on or about City's property,except signage which is required by law or by the Contract,without City's prior written approval as to size,design and location. 22. THIRD PARTY BENEFICURM,S There are no intended third party beneficiaries of this Contract. 23. WAIVER Neither acceptance of the Work nor payment thereof shall constitute a waiver of any contract provision.City waiver of any breach shall not constitute waiver of another provision or breach. 26. WARRANTY Contractor warrants that materials and equipment used will be new,of good quality,and free from defective workmanship and materials, and that the Work will be free from material defects not intrinsic in the design or materials.All Work,materials and equipment should pass to City free of claims,liens or encumbrances.Contractor warrants the Work and materials for one year from the date of City's acceptance of the Work as complete C'Warranty Period"),except when a longer guarantee is provided by a supplier,manufacturer or is required by this Contract.During the Warranty Period,Contractor will repair or replace any Work defects or materials,including damage that arises from Contractor's Warranty Work,except any wear and tear or damage resulting from improper use or maintenance. 27. ENTIRE CONTRACT This Contract and the attachments,documents,and statutes attached,referenced,or expressly incorporated herein,including authorized amendments or change orders constitute the final and complete;contract between City and Contractor with respect to the Work and the Project. No oral contract or implied covenant will be enforceable against City.If any attachment or incorporated provisions conflict or are inconsistent with the terms of this Contract,the Contract terms will control. 28. SEVERABILITY/PARTIAL INVALIDITY If a court finds any term or provision of this Contract to be illegal, invalid or unenforceable,the legal portion of said provision and all other contract provisions will remain in full force and effect. 28. SURVIVAL The contract provisions which by their nature should survive the Contract or Completion of Project, including without limitation all warranties,indemnities,payment obligations,insurance and bonds, shall remain in full force and effect after the Work is completed or Contract ends. Public Works Ned i QQIellan Ranch Preggemp - HYAQ Iml2rofflments Public Works Codrid$60,000IRev.Jan.02,209 Page 9 of 11 29. INSEMLD PROVISIONS Each provision and clause required by law to be inserted in this Contract will be deemed to be included and will be inferred herein.Either party may request an amendment to cure mistaken insertions or omissions of required provisions. 30. CAPTIONS The captions,titles,and headings in this Contract are for convenience only and may not be used in the construction or interpretation of the Contract or for any other purpose. 31. CQIMLRPARTS This Contract may be executed in counterparts,each of which is an original and all of which taken together shall form one single document. 20. NOTICES All notices,requests,and approvals must be sent in writing to the persons below and will be considered effective on the date of personal delivery,the date confirmed by a reputable overnight delivery service,on the fifth:calendar day after deposit in the United States Mall,postage prepaid, registered or certified,or the next business day following electronic submission: To City of Cupertino: To Contractor: --�-1 10300 Torre Avenue, Cupertino CA 95014 ThemW Mocknlcal i { Attention: Ken Tame Attention: Wayne Shipley l Copy to: Carl Valdez Copy to: _ Email: lcentacupertina.vrg Email: WSHIPLEYAOiermalmech.com 30. VALIDITY OF CONTRACT This Contract is valid and enforceable only if(a)it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23,(b)is signed by the City Manager or an authorized designee,and(c)is approved for form by the City Attorney's Office. 32. EXECUTION The persons signing below warrant they have the authority to enter into this Contract and to legally bind their respective Parties.If Contractor is a corporation,signatures from two officers of the corporation are required pursuant to California Corporations Code Section 313. public works Project McClellan Ranch Preserve- HVAC Improvements Public Works Contact$W,000 Aev.Jan,02,2019 Page 10 of 11 1N WITNESS WHEREOF,the parties have caused this Contract to be executed as of the Execution Date first above written. CONTRACTOR Thermal Mechanical CITY OF CUPERTINO, Corporation a]Municipal Corporation B :::: By: ' Roger Lee ,, Title:-E�M nager (per( Title:Director of Public Works Signature Date:_ 1 y Signature Date: APPROVED AS TO FORM: By: HEATHER M.MINNER Cupertino City Attorney ATTEST: f BY: ' I ��� GRACE SCHMIDT,City Clerk Public Works Project McDellan Ranch Preserve- HVAC Improvements Public Works Contract$60,000 Rev.Jan,02,2019 Page 1 l of l l Thermal Mechanical McClellan Ranch Preserve - HVAC Improvements Proposal Amount $ 15,061.00 Description Renovate the HVAC system at the McClellan Ranch Preserve Account# 100-87-832-900-990 Proposal Amount Description Account# Allowance Amount Description Account# Unforeseeables/Extras SUBTOTAL $ 15,061.00 Contingency $ 5,000.00 CONTRACT TOTAL $ 20,061.00 PW Supervisor Ken Tanase C rl Valdez-Su eri endent Date EXH I BIT "All THERMAL MECHANICAL, INC. MECHANICAL CONTRACTOR — License#256057 Speclalizing in H.VA.C., Process Piping,Sheet Metal, Plumbing, D.D.C.Controls,and Service of all related systems. 425 ALDO AVENUE, SANTA CLARA,CA 95054-2322 TELEPHONE(408)988.8744 FAX(408)988-0233 September 23,2019 CITY OF CUPERTINO 10555 Mary Avenue Cupertino, CA 95014-3272 Attention: Mr.Ken Tanase,Manager. Subject:McClellan Ranch,Training Facilities Air Conditioning,Heating System Repairs. I Dear Mr.Tanase, Thermal Mechanical is pleased to offer this System Repair Proposal for your consideration. Followingour meeting on September 19"`,we have modified the work to be done at McClellan I g p Ranch that includes makinguse of existing system while g y adding additional measures to support both the Classroom Areas and the Two Offices. For a price of$15,061.00 we propose to complete the following scope of work: A The Underfloor System will not be part of this proposal. > The(2)Existing Mitsubishi Fan Coils,one located above the Storage Cabinet in the Classroom,the other in the Ceiling of the Storage Area,will be accessed and cleaned. ➢ Filters will be removed and relocated to the Outside Grills for easier access and cleaning. ➢ The New Filter Location will include modification and access for service. The New Filters will be Custom Made Aluminum Filters. > The Two Mitsubishi Units will be placed back into service. ➢ The Two Offices will be modified with Small 8000 BTU Mov'N Cool Units. These Units can offer both Heating and Cooling as required for the space. A Two Penetrations through the wall will allow for discharging of condenser air. The flashing had grills will be rodent proof and painted the color of existing walls. A Power for these Units would be from wall plugs, 120 volts,9 amps. A We will offer care and maintenance training for the little Mov'N Cool Unit, Design Sales Sarvicc o£ Air Conditioning Heating Plumbing Process Piping D.D.C. &Pneumatic Controls In business since 1969 — www.Thermalmech.com M-mail:Thermal@thermalmeeb.com WE ARE AN EQUAL OPPORTUNITY EMPLOYER EXH I BIT "All Page a These modifications and repairs will allow the spaces to utilize the existing equipment while offering additional temperature control. Our proposal shall remain valid for a period of 60 days. Should you have any questions please contact Our Service Department Office. Very truly yours, Approved By: Date: ►4 `-r l� \ P.O. Wayne Shipley Service Manager i i t' •r1� r - r j �, 1, ;o• �,t.,..:;.,; 5 ' •C' : �r q. {Y7 Contractor shall procure and maintain for the duration of the contract,and for five years following the completion of the Project, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees or subcontractors, AIMMUM SCOPE AND LDW OF IN9(IRANCE Coverage shall be at least as broad as: 1. Commercial General Liability(CGL): Insurance Services Office (ISO)Form CG 00 01 covering CGL on an "occurrence" basis, written on a comprehensive general liability form, and must include coverage for liability arising from Contractor's or ,Subcontractor's acts or omissions, including Contractor's protected coverage, blanket contractual, products and completed.operations,vehicle coverage and employer's non-ownership liability coverage, with limits of at least$2,000,000 per occurrence. The CGL policy must protect against any and all liability for personal usury,death,property damage or destruction,and personal and advertising injury.If a general aggregate limit applies,either the general aggregate limit shall apply separately to this project/location(ISO CG 25 03 or 25 04)or the general aggregate limit shall be twice the required occurrence limit. a. It shall be a requirement under this agreement 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(1)the minimum coveragellimits specified in this agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. �I b. Additional Insured coverage under Contractor's policy shall be"primary and non-contributory,"will not seek contribution from City's insurancelselfinsurance,and shall be at least as broad as ISO CG 20 010413 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 t D 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 Form CA 00 01 covering any auto(Code 1),or if Contractor has no owned autos,then hired autos(Code 8)and non-owned autos (Code 9),with limit 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 accident for bodily injury or disease,or as otherwise required by statute.If Contractor is self-insured,Contractor mustprovide a Certificate of Permission to Self-Insure, duly authorized by the DIR. ❑ N/A if box checked(Contractor provides written verification it has no employees). 4. Prole ioual Liability with limits no less than$1,000,000 per occurrence or claim,and$2,000,000 aggregate. N/A if box checked(Contract is jot_designlbuilaq. 5. Builder's Risk. Course of Construction insurance utilizing an"All Risk" (Special Perils) coverage form, with limits 9qual to the completed value of the project and no coin�ce penalty provisions. N/A if bo-.checked(Project aloes not involve construction or improvemenis/installations to property). Instance Requirements for Construction Contracts-$60,000 Version:Jan.2019 2 6. Contractors'Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions with limits no less than$1,000,000 per occurrence or claim,and$2,000,000 policy aggregate. N/A if box checked(Project does not involve environmental hazards). If Contractor maintains broader coverage and/or higher limits than the minimums shown above,City requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Self-Insured Retentions. Self-insured retentions must be declared to and approved by City.At City's option,either: (1) Contractor shall cause the insurer to reduce or eliminate self-insured retentions as respects City, its officers, officials, employees, and volunteers; or (2) Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide,or be endorsed to provide,that the self-insured retention may be satisfied by either the named insured or the City. OTHER INSURANCE PROVISIONS The insurance policies are to contain,or be endorsed to contain,the following provisions: Additional Insured Status The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of.the Services performed by or on behalf of Contractor including materials, parts,or equipment fun fished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 1011 85 or if not available,through the addition of both CG 2010, CG 20 26,CG 20 33, or CG 20 38;and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Project,Contractor's insurance coverage shall be"primary and non-contributory"and at least as broad as ISO CG 20 010413 with respect to City,its officers,officials,employees and volunteers,and shall not seep contribution from City's insurance. If the limits of insurance are satisfied in part by Umbrella/Excess Insurance,the Umbrella/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. Notice of Carrcellndon Each insurance policy required shall provide that coverage shall not be canceled,except with notice to the City.Each certificate of insurance must state that the coverage afforded by the policy is in force and will not be reduced,cancelled or allowed to expire without at least 30 days advance written notice to City,unless due to non-payment of premiums, in which case ten days advance written notice must be provided to City. Such notice must be sent to City via certified mail and addressed to the attention of the City Manager. BuOder's Risk Contractor may submit Builder's Risk insurance in the form of Course of Construction coverage,which shall name the City as a loss payee,as its interest may appear.The Builder's Risk policy must be issued on an occurrence basis, for all-risk coverage on a 100%completed value basis on the insurable portion of the Project, with no coinsurance penalties,and for the benefit of City.If the Project does not involve new or major reconstruction,City may eleot:,acting in its sole discretion,to accept an Installation Floater policy instead of Builder's Risk. For such projects,the Property Installation.Floater shall include improvement;remodel,modification,alteration,conversion or adjustment to existing buildings, structures, processes, machinery and equipment, and shall provide property damage coverage for any building,structure,machinery or equipment damaged,impaired,broken,or destroyed during the performance of the Work,including during transit,installation,and testing at the City's site. Insurance Requirements for Construction Contracts-$60,000 Version:Jan.2019 2 Waiver ofSabrogation Each required policy must include an endorsement providing that the carrier agrees to waive any right of subrogation it may have against City.Contractor agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation.The Workers'Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor,its employees,agents and subcontractors. Acceptability of Insurers Insurance must be issued by insurers acceptable to City and licensed to do business in the State of California,and each insurer must have an A.M.Best's financial strength rating of"A"or better and a financial size rating of"VIP"or better. verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements,or copies of the applicable insurance language,effecting coverage required by this contract.All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete,certified copies of all required insurance policies,including endorsements,required by these specifications,at any time. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein,and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 24 38 0413. Surety Bonds As required by Contract and described in the Contract Documents.The Payment and Performance Bonds shall be in a sum equal to the Contract Price.if the Performance Bond provides for a one-yea warranty a separate Maintenance I�I Bond is not necessary.If the warranty period specified in the Contract is for longer than one year a Maintenance Bond I equal to 10% of the Contract Price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California. Special Risks or Circumstances City reserves the right to modify these requirements,based on the nature of the risk,prior experience,insurer,coverage, or other circumstances. Insurance Requirements for Construction Contracts-$60,000 Version:Jan.2019 3 AC R® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYn 10/1f2019 —-THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WANED,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). p CONTACT PRODUCER Risk Strategies Com any NAME: Amber Olivan,ARM 2270 Douglas Boulevard, Suite 220 PHONE - - FAX Roseville, CA 95661 tAIG No..Ext):_ 916 367.4303 _ ._ (AJc,Nor.__ 916.9781579 E-MAIL _ADDRESS: _. aolivanr@risk-strategies.COm INSURERS)AFFORDING COVERAGE NAIC# www.risk-strategies.com INSURERA Travelers Property Casualty Co of America 25674 INSURED INSURER B: St Paul surplus Lines Insurance Company 30481 Thermal Mechanical, Inc. INSURER Travelers Indemnity Company of CT � "' 25682 X 425 Aldo Avenue - p- y - Santa Clara CA 95054 INSURERD: INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: 51571228 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ---_ _. -. __... _.- --- SUBR _- __-_- __..__.-_.. ..... ..POLICY EFF POLICY EXP LTR "INS. POLICY NUM ER MMIDD/YYYY - MM DD LIMITS TYPE OF INSURANCE - - --- - --- - A V COMMERCIAL GENERAL LIABILITY C08G80535A 4/1/2019 4111202 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED ---- ---- -" - -- ---- CLAIMS-MADE OCCUR ! PREMISES(Ea occurrence) _$300,000 _ MED EXP(Any one person) $5,000 _ PERSONAL&ADV INJURY $1,000,000 _ GE_N'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 -� POLICY ✓�JECOT- LOC PRODUCTS-C_O_MP_IOP AGG $2.000,000 OTHER:$10,000 PD Ded $ C AUTOMOBILE LIABILITY 8108M554728 V 4/1/2019 4/1/2020 ! -COMBINED SINGLE LIMIT Ea accident) $1.000,000_ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ _ _ _ HIRED NON-OWNED PROPERTY DAMAGE - -- - - $ AUTOS ONLY AUTOS ONLY Comprehensive&Collision !(Per.accldenl) Deductibles-$1,000 Hired Auto Physical Dm $Included A UMBRELLA LIAB / OCCUR / / ',CUP2J510723 4/1/2019 4/1/2020 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE i$5,000,000 DED RETENTION$N/A - I$ A WORKERS COMPENSATION �/ UB3K2195891826G 4/1/2019 4/1/2020 / PER ERH__I AND EMPLOYERS'LIABILITY - ANYPROPRIETORlPARTNER/EXEGUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA Officers Excluded: I -_ - - (Mandatory In NH) -Richard Rood E.L.DISEASE-EA EMPLOYEEI$1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below -David Rood E.L.DISEASE-POLICY LIMIT 1$1,000,000 A Rented/Leased Equipment QT6607F312272TIL18 4/1/2019 '4/1/2020 $100,000 Limit Subject to$5,000 Ded B Pollution/Professional Liability ZCE81N12682 4/1/2019 4/1/2020 $2,000,000 Per Occ/Aggregate Limit DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may he attached if more space Is required) RE: HVAC System Repair/Modification at McClellan Ranch. The City of Cupertino,its City Council,officials,employees,agents,servants,and volunteers are included as additional insured on a primary and non-contributory basis as respects the Commercial General Liability and Excess Liability policies. Waiver of Subrogation in favor of said parties is included on the General Liability,Automobile Liability,Excess Liability and Workers'Compensation policies. All endorsement attached. CERTIFICATE HOLDER CANCELLATION City Of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino CA 95014 AUTHORIZED REPRESENTATIVE Michael Christian ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 51571228 1 19-20 TML All Lines I Amber Oli-m 110/1/2019 2:26:18 PM (PDT) I Page 1 of 16 10/1/2019 C08G80535A Thermal Mechanical,Inc. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided underthe following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS (1) Any "bodily injury", "property damage" or The following is added to SECTION II—WHO IS AN "personal injury" arising out of the providing, INSURED: or failure to provide, any professional Any person or organization that you agree in a architectural, engineering or surveying written contract or agreement to include as an services, including: additional insured on this Coverage Part is an (a) The preparing, approving, or failing to insured, but only: prepare or approve, maps, shop a. With respect to liability for "bodily injury" or drawings, opinions, reports, surveys, "property damage" that occurs, or for"personal field orders or change orders, or the injury" caused by an offense that is committed, preparing, approving, or failing to subsequent to the signing of that contract or prepare or approve, drawings and agreement and while that part of the contract or specifications;and agreement is in effect; and b. If, and only to the extent that, such injury or Ib) Supervisory, inspection, architectural or engineering activities. damage is caused by acts or omissions of you or your subcontractor in the performance of "your (2) Any "bodily injury" or "property damage" work"to which the written contract or agreement caused by "your work" and included in the applies. Such person or organization does not "products-completed operations hazard" qualify as an additional insured with respect to unless the written contract or agreement the independent acts or omissions of such specifically requires you to provide such person or organization. coverage for that additional insured during The insurance provided to such additional insured is the policy period. subject to the following provisions: c. The additional insured must comply with the a. If the Limits of Insurance of this Coverage Part following duties: shown in the Declarations exceed the minimum limits required by the written contract or (1) Give us written notice as soon as practicable agreement, the insurance provided to the of an "occurrence" or an offense which may additional insured will be limited to such result in a claim.To the extent possible,such minimum required limits. For the purposes of notice should include: determining whether this limitation applies, the (a) How, when and where the "occurrence" minimum limits required by the written contract or or offense took place; agreement will be considered to include the minimum limits of any Umbrella or Excess (b) The names and addresses of any injured liability coverage required for the additional persons and witnesses; and insured by that written contract or agreement. (cl The nature and location of any injury or This provision will not increase the limits of damage arising out of the "occurrence" insurance described in Section III — Limits Of or offense. Insurance. b. The insurance provided to such additional (2) If a claim is made or"suit" is brought against insured does not apply to: the additional insured: CG D2 46 0419 ®2018 The Travelers Indemnity Company_All this reserved. Page 1 of 2 51571228 119-20 TMI All Lines I Amber Olivan 110/1/2019 2:26:18 PM (PDT) I Page 2 of 16 i COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the (4) Tender the defense and indemnity of any claim or"suit" and the date received; and claim or "suit" to any provider of other (b) Notify us as soon as practicable and see insurance which would cover such additional to it that we receive written notice of the insured for a loss we cover. However, this claim or"suit"as soon as practicable. condition does not affect whether the (3) Immediately send us copies of all legal insurance provided to such additional insured is primary to other insurance papers received in connection with the claim available to such additional insured which or "suit", cooperate with us in the Covers that person or organization as a investigation or settlement of the claim or named insured as described in Paragraph 4., defense against the "suit", and otherwise Other Insurance, of Section IV—Commercial comply with all policy conditions. General Liability Conditions. Page 2 of 2 ®2018 The Travelers Indemnity Company.All rights reserved. CG D2 46 04 19 51571228 19-20 TMI All Lines I Amber Olivan 1 10/1/2019 2:26:18 PM (PDT) I Page 3 of 16 10/1/2019 C08G80535A Thermal Mechanical,Inc. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEN.D;ENDORSEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However,coverage for any Injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights,duties, and what is and is not covered. A. Who Is An Insured—Unnamed Subsidiaries C. Incidental Medical Malpractice B. Blanket Additional Insured — Govemmental D. Blanket Waiver Of Subrogation Entities — Permits Or Authorizations Relating To E. Contractual Liability—Railroads Operations F. Damage To Premises Rented To You PROVISIONS a. An organization other than a partnership,joint A. WHO IS AN INSURED — UNNAMED venture or limited liability company;or SUBSIDIARIES b. A trust; The following is added to SECTION II—WHO IS as indicated in its name or the documents that AN INSURED: govern its structure. Any of your subsidiaries, other than a partnership, B. BLANKET ADDITIONAL INSURED — joint venture or limited liability company, that is GOVERNMENTAL ENTITIES — PERMITS OR not shown as a Named Insured in the AUTHORIZATIONS RELATING TO OPERATIONS Declarations is a Named Insured if: The following is added to SECTION II—WHO IS a. You are the sole owner of, or maintain an AN INSURED: ownership interest of more than 50% in,such subsidiary on the first day of the policy period; Any governmental entity that has Issued a permit and or authorization with respect to operations b. Such subsidiary is not an insured under performed by you or on your behalf and that you similar other insurance. are required by any ordinance, law, building code or written contract or agreement to include as an No such subsidiary is an insured for"bodily injury" additional insured on this Coverage Part is an or"property damage" that occurred, or"personal insured, but only with respect to liability for"bodily and advertising injury" caused by an offense injury", "property damage" or "personal and committed: advertising injury"arising out of such operations. a. Before you maintained an ownership interest The insurance provided to such governmental of more than 50% in such subsidiary;or entity does not apply to: b. After the date, if any, during the policy period a. Any "bodily injury', "property damage" or that you no longer maintain an ownership "personal and advertising injury"arising out of interest of more than 50%in such subsidiary. operations performed for the governmental For purposes of Paragraph 1. of Section II—Who entity;or Is An Insured, each such subsidiary will be b. Any "bodily injury" or "property damage" deemed to be designated in the Declarations as: included in the "products-completed operations hazard". CG D316 02 19 ®2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 51571228 ( 19-20 TMI All Lines I Amber Olivan 1 10/1/2019 2:26:18 PM (PDT) I Page 4 of 16 COMMERCIAL GENERAL LIABILITY C. INCIDENTAL MEDICAL MALPRACTICE pharmaceuticals committed by, or with the i 1. The following replaces Paragraph b. of the knowledge or consent of,the insured. ` definition of "occurrence" in the 5. The following is added to the DEFINITIONS DEFINITIONS Section: Section: b. An act or omission committed in providing "Incidental medical services"means: or failing to provide "incidental medical services", first aid or "Good Samaritan a. Medical,surgical,dental, laboratory,x-ray services" to a person, unless you are in or nursing service or treatment, advice or the business or occupation of providing instruction, or the related furnishing of professional health care services. food or beverages;or 2. The following replaces the last paragraph of b. The furnishing or dispensing of drugs or Paragraph 2.a.(1) of SECTION II — WHO IS medical, dental, or surgical supplies or AN INSURED: appliances. Unless you are in the business or occupation 6. The following is added to Paragraph 4.b., of providing professional health care services, Excess Insurance, of SECTION IV — Paragraphs (1)(a), (b), (c) and (d) above do COMMERCIAL GENERAL LIABILITY not apply to "bodily injury" arising out of CONDITIONS: providing or failing to provide: This insurance is excess over any valid and (a) "Incidental medical services" by any of collectible other insurance, whether primary, your "employees" who is a nurse, nurse excess, contingent or on any other basis,that assistant, emergency medical technician is available to any of your "employees" for or paramedic;or "bodily injury" that arises out of providing or (b) First aid or"Good Samaritan services" by failing to provide"incidental medical services" any of your "employees" or "volunteer to any person to the extent not subject to workers", other than an employed or Paragraph 2.a.(1) of Section 11 — Who is An volunteer doctor. Any such "employees" Insured. or"volunteer workers" providing or failing D. BLANKET WAIVER OF SUBROGATION to provide first aid or "Good Samaritan services" during their work hours for you The following is added to Paragraph S.,Transfer will be deemed to be acting within the Of Rights Of Recovery Against Others To Us, scope of their employment by you or of SECTION IV — COMMERCIAL GENERAL performing duties related to the conduct LIABILITY CONDITIONS: of your business. If the insured has agreed in a contract or 3. The following replaces the last sentence of agreement to waive that insured's right of Paragraph 5. of SECTION III — LIMITS OF recovery against any person or organization, we INSURANCE: waive our right of recovery against such person or For the purposes of determining the organization, but only for payments we make applicable Each Occurrence Limit, all related because of. acts or omissions committed in providing or a. "Bodily injury" or "property damage" that failing to provide "incidental medical occurs; or services", first aid or "Good Samaritan services"to any one person will be deemed to b. "Personal and advertising injury" caused by be one"occurrence". an offense that is committed; 4. The following exclusion is added to subsequent to the execution of the contract or Paragraph 2., Exclusions, of SECTION I — agreement. COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE E. CONTRACTUAL LIABILITY—RAILROADS LIABILITY: 1. The following replaces Paragraph c. of the Sale Of Pharmaceuticals definition of "insured contract" in the "Bodily injury" or "property damage" arising DEFINITIONS Section: out of the violation of a penal statute or c. Any easement or license agreement; ordinance relating to the sale of Page 2 of 3 ®2017 The Travelers Indemnity Company.All rights reserved. CG D3 16 02 19 Includes copyrighted material of Insurance Services Office,Inc.,with its permission 51571228 1 19-20 TMI All Lines I Amber m.i.,an 1 I0/1/2019 2:26:18 PM (PDT) I Page 5 of 16 COMMERCIAL GENERAL LIABILITY 2. Paragraph f.(1) of the definition of "insured a. Any premises while rented to you or contract" in the DEFINITIONS Section is temporarily occupied by you with permission deleted, of the owner:or F. DAMAGE TO PREMISES RENTED TO YOU b. The contents of any premises while such The following replaces the definition of"premises premises is rented to you, if you rent such damage"in the DEFINITIONS Section: premises for a period of seven or fewer "Premises damage"means"property damage"to: consecutive days. i CG D3 16 02 19 ©2017 The Travelers Indemnity Company,All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission, 51571228 19-20 TMI All Lines I Amber Ol.i— 1 10/1/2019 2:26:18 PM (POT) I Page 6 o: 16 Thermal Mechanical,Inc. COMMERCIAL GENERAL LIABILITY C08G80535A a. We have used up the applicable limit of workers" while performing duties insurance in the payment of judgments, related to the conduct of your settlements or medical expenses; or business; b. The conditions set forth above, or the terms of (b) To the spouse, child, parent, brother or the agreement described in Paragraph f. above, sister of that co-"employee" or are no longer met. "volunteer worker" as a consequence SECTION II—WHO IS AN INSURED 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 e injury described in Paragraph th of a business of which you are the sole owner. of of the or(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 their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an insured. Unless you are in the business or Your members are also insureds, but only with occupation of providing professional healthcare services, Paragraphs (1)(a), (b), (c) respect to the conduct of your business. Your and(d) above do not apply to"bodily injury" managers are insureds, but only with respect to arising out of providing or failing to provide their duties as your managers. first aid or "Good Samaritan services" by d. An organization other than a partnership, joint any of your "employees" or "volunteer venture or limited liability company, you are an workers", other than an employed or insured. Your"executive officers" and directors volunteer doctor. Any such "employees" or are insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you respect to their liability as stockholders. will be deemed to be acting within the e. A trust, you are an insured. Your trustees are scope of their employment by you or also insureds, but only with respect to their performing duties related to the conduct of duties as trustees. your business. 2. Each of the following is also an insured: (2) "Property damage"to property: a. Your "volunteer workers" only while performing (a) Owned,occupied or used by; duties related to the conduct of your business, (b) Rented to, in the care, custody or or your "employees", other than either your control of, or over which physical "executive officers" (if you are an organization control is being exercised for any other than a partnership,joint venture or limited purpose by; liability company)or your managers (if you are a you, any of your "employees", "volunteer limited liability company), but only for acts workers", any partner or member(if you are within the scope of their employment by you or a partnership or joint venture), or any while performing duties related to the conduct member (if you are a limited liability of your business. However, none of these company). "employees" or "volunteer workers" are insureds for: b. Any person (other than your "employee" or "volunteer worker"), or any organization, while (1) "Bodily injury'or"personal injury": acting as your real estate manager. (a) To you, to your partners or members (if c. Any person or organization having proper you are a partnership or joint venture), temporary custody of your property if you die, to your members (if you are a limited but only: liability company), to a co-"employee" while in the course of his or her (1) With respect to liability arising out of the employment or performing duties maintenance or use of that property;and related to the conduct of your (2) Until your legal representative has been business, or to your other "volunteer appointed. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Pagel 1 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 5157122E 119-20 TMI All Lines I Amber Olivan 1 10/l/2019 2:26:18 PM (PDT) I Page 7 of 16 COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only b. Arises out of the ownership, maintenance or with respect to duties as such. That use of that part of any premises leased to you. representative will have all your rights and The insurance provided to such premises owner, duties under this Coverage Part. manager or lessor is subject to the following e. Any person or organization that, with your provisions: express or implied consent, either uses or is a. The limits of insurance provided to such responsible for the use of a watercraft that you do not own that is: premises owner, manager or lessor will be the minimum limits that you agreed to provide in the (1) 50 feet long or less; and written contract or agreement, or the limits (2) Not being used to carry any person or shown in the Declarations,whichever are less. property for a charge. b. The insurance provided to such premises 3. Any organization you newly acquire or form, other owner, manager or lessor does not apply to: than a partnership, joint venture or limited liability (1) Any "bodily injury" or "property damage" company, and of which you are the sole owner or in that occurs, or "personal and advertising which you maintain an ownership interest of more injury" caused by an offense that is than 50%,will qualify as a Named Insured if there is committed,after you cease to be a tenant in no other similar insurance available to that that premises; or organization. However: (2) Structural alterations, new construction or a. Coverage under this provision is afforded only demolition operations performed by or on until the 180th day after you acquire or form the behalf of such premises owner, manager or organization or the end of the policy period, lessor. whichever is earlier; 5. Any person or organization that is an equipment b. Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract "property damage" that occurred before you or agreement to include as an additional insured on acquired or formed the organization;and this Coverage Part is an insured, but only with c. Coverage B does not apply to "personal and respect to liability for "bodily injury', "property advertising injury' arising out of an offense damage", or"personal and advertising injury'that: committed before you acquired or formed the a. Is "bodily injury' or "property damage" that organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section II — caused by an offense that is committed, subsequent to the signing of that contract or Who Is An Insured, each such organization will be agreement; and deemed to be designated in the Declarations as: b. Is caused, in whole or in part, by your acts or a. An organization, other than a partnership, joint omissions in the maintenance, operation or use venture or limited liability company; or of equipment leased to you by such equipment b. A trust; lessor. as indicated in its name or the documents that The insurance provided to such equipment lessor is govern its structure. subject to the following provisions: 4. Any person or organization that is a premises a. The limits of insurance provided to suchequipment lessor will be the minimum limits that owner, manager or lessor and that you have agreed you agreed to provide in the written contract or in a written contract or agreement to include as an agreement, or the limits shown in the additional insured on this Coverage Part is an Declarations,whichever are less. insured, but only with respect to liability for "bodily injury", "property damage" or "personal and b. The insurance provided to such equipment advertising injury"that: lessor does not apply to any "bodily injury' or "property damage" that occurs, or "personal a. Is "bodily injury" or "property damage" that and advertising injury" caused by an offense occurs, or is "personal and advertising injury" that is committed, after the equipment lease caused by an offense that is committed, expires. subsequent to the signing of that contract or No person or organization is an insured with respect to agreement; and the conduct of an current or past partnership,y p p p, joint Page 12 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 51571228 19-20 TMI All Lines I Amber Olivan 1 10/l/2019 2:26:18 PM (PDT) I Page 8 of 16 COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a. The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership,joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b. $300,000 if no amount is shown for the insured under Section II—Who Is An Insured. Damage To Premises Rented To You Limit in SECTION III—LIMITS OF INSURANCE the Declarations of this Coverage Part. 1. The Limits of Insurance shown in the Declarations 7. Subject to Paragraph 5. above, the Medical and the rules below fix the most we will pay Expense Limit is the most we will pay under regardless of the number of: Coverage C for all medical expenses because of "bodily injury"sustained by any one person. a. Insureds; The Limits of Insurance of this Coverage Part apply b. Claims made or"suits"brought; or separately to each consecutive annual period and to any c. Persons or organizations making claims or remaining period of less than 12 months, starting with bringing"suits". the beginning of the policy period shown in the 2. The General Aggregate Limit is the most we will pay Declarations, unless the policy period is extended after for the sum of: issuance for an additional period of less than 12 months. In that case, the additional period will be a. Medical expenses under Coverage C; deemed part of the last preceding period for purposes of b. Damages under Coverage A, except damages determining the Limits of Insurance. because of"bodily injury' or"property damage" SECTION IV—COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c. Damages under Coverage B. Bankruptcy or insolvency of the insured or of the 3. The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury" and "property 2 Duties In The Event Of Occurrence, Offense, damage" included in the "products-completed operations hazard". Claim Or Suit 4. Subject to Paragraph 2. above, the Personal And a. You must see to it that we are notified as soon Advertising Injury Limit is the most we will pay as practicable of an "occurrence" or an offense under Coverage B for the sum of all damages which may result in a claim. To the extent because of all "personal injury' and "advertising possible,notice should include: injury' sustained by any one person or organization. (1) How, when and where the"occurrence" or 5. Subject to Paragraph 2. or 3. above, whichever offense took place; applies, the Each Occurrence Limit is the most we (2) The names and addresses of any injured will pay for the sum of: persons and witnesses; and a. Damages under Coverage A; and (3) The nature and location of any injury or b. Medical expenses under Coverage C; damage arising out of the "occurrence" or offense. because of all"bodily injury'and "property damage" b. If a claim is made or "suit" is brought against arising out of any one"occurrence". g g any insured,you must: For the purposes of determining the applicable (1) Immediately record the specifics of the Each Occurrence Limit, all related acts or claim or"suit"and the date received;and omissions committed in providing or failing to provide first aid or "Good Samaritan services" to (2) Notify us as soon as practicable. any one person will be deemed to be one You must see to it that we receive written notice "occurrence". of the claim or"suit"as soon as practicable. 6. Subject to Paragraph 5. above, the Damage To c. You and any other involved insured must: Premises Rented To You Limit is the most we will pay under Coverage A for damages because of (1) Immediately send us copies of any "premises damage" to any one premises. The demands, notices, summonses or legal Damage To Premises Rented To You Limit will be: papers received in connection with the claim or"suit"; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 51571228 1 19-20 TMI All Lines I Amber Ol±van 1 10/1/2019 2:26:18 PM (PDT) I Page 9 of 16 COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses, that is provided by,through or on behalf of: aircraft,"autos"or watercraft; (I) Another insurance company; (iv) That is insurance available to a premises owner, manager or (ii) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph 5. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies;or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III— equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph S. of Amendment — Non Cumulation Of Each Section 11 — Who Is An Insured, Occurrence Limit Of Liability And Non except when Paragraph d. below Cumulation Of Personal And Advertising Injury applies. Limit endorsement is included in this policy; (iii)Any risk retention group;or (b) Any of the other insurance, whether primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any"suit" if any other insurer has a duty to defend the insurer means a provider of other insurance. As insured against that "suit". If no other used in Paragraph c. below, insurer means a insurer defends, we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any,that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance;and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for"your work"; Part. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 51-97122B 1 19-20 TMI A11 Lines I Amber oilvan 1 10/1/2019 2;26:18 PM (PDT; I Page 10 of 16 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit"is brought. (1) The"bodily injury"or"property damage"for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us.The insured must subsequent to the signing of that contract or do nothing after loss to impair them. At our request, agreement by you. the insured will bring "suit" or transfer those rights to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part,we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only.At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured.The due date for audit and retrospective premiums is the date SECTION V—DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication;and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy,you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 51571228 1 19-20 TMI All Lines I Amber Olivan 1 10/1/2019 2:26:18 PM (PDT) I Page 11 of 16 Thermal Mechanical, Inc. t8M554728 l[)19 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However,coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties,and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE—LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO 1. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COW LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1.,Who Is person or organization qualifies as an "insured" An Insured,of SECTION Il—COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section II. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION If — COW separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision Is afforded only un- An "employee" of yours is an "insured"while til the t 8Dth day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earner. name, with your permission,while performing duties related to the conduct of your busi- B. BL4tNKE T ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in 6.5., Who Is An Insured,of SECTION II—COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- s written contract or agreement between you and age,the following are deemed to be cov- that person or organization, that is signed and ered"autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period,to be named as an addi- (2) Any covered"auto"hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 i5 0 2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of insurance Services Office,Inc.with its permission. 51571228 19-20 TMI All Lines I Amber Olivan 1 10/l/2019 2:26:10 PM (PDT) I Page 12 of 16 COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or"suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any"auto"that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered"auto". (1) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured"against, and investigate or set- tle any such claim or"suit" and keep The following is added to Paragraph A.1.,Who Is us advised of all proceedings and ac- An Insured,of SECTION II—COVERED AUTOS tions. LIABILITY COVERAGE: Any"employee"of yours is an"insured"while us- (11) Neither you nor any other involved ^insured" will make any settlement ing a covered"auto"you don't own, hire or borrow without our consent. in your business or your personal affairs. (iii)We may, at our discretion, participate E. SUPPLEMENTARY PAYMENTS — INCREASED in defending the "insured"against, or LIMITS In the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION 11®COVERED AUTOS LIABIL. (iv)We will reimburse the "insured" for ITY COVERAGE: sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury"or"property damage"to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to fumish sured" pays with our consent, but these bonds. only up to the limit described in Para- . 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION 11®-COVERED AUTOS LIABIL- SECTION 11 ® COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "Insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense F. HIRED AUTO -- LIMITED WORLDWIDE C®V- of the "insured" against any such"suit", but only up to and included EItAC3E v INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph 8.7., Policy Period, Coverage Territory, SECTION II ® COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro- settlements or defense expenses. hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis, without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an"auto"you lease, hire, rent quired or compulsory insurance In any or borrow from any of your "employees", country outside the United States, its ter- partners Cif you are a partnership), members ritodes and (if you are a limited liability company) or possessions, Puerto Rico and members of their households. Canada. Page 2 of 4 ®2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of insurance Services Office,Inc.with Its permission. 51571228 19-21) 1141 All Lines I Amber Dli- 1 ln/l/2019 2:26:1B PM (PDT) I Page 13 of 16 COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered"auto", compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered"auto". local law. Your failure to comply with No deductibles apply to this Personal Property compulsory insurance requirements will coverage. not invalidate the coverage afforded by this policy,but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized Insurer outside the more airbags in a covered"auto"you own that In- United States of America, its territories flate due to a cause other than a cause of"loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1,b. and A.1.c„ but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that"auto" is a covered "auto"for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty;and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of$1,000 for any COVERAGE: one"loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE®LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Parr five prompt notice of the "accident" or"loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or"loss" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However,the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner(if you are a partnership); $750 for any one"accident". (c) A member (if you are a limited liability com- 1. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager Of you are a corporation or other or- graph AA.a., Transportation Expenses, of ganization);or SECTION III — PHYSICAL DAMAGE COVER- (e) Any"employee"authorized by you to give no- AGE: tice of the"accident"or"loss". We'will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered"auto"of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following Is added to Paragraph AA., Cover- S. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss"to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or"loss",provided that the"accident"or"loss" (1) Owned by an"insured"; and arises out of operations contemplated by CA T3 53 02 15 ®2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Ofgoe,Inc.v thh Its permission. 51571228 19-20 T6II All Lines I Amber Olivan 1 10/1/2019 2:28:18 PN (PDT) I Page 14 of 16 COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated In such error in, any information given by you shall not contract. prejudice your lights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph 9.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 ®2015 The Travelers Indemnity company.All rights reserved. CA T9 63 02 16 Includes copyrighted material of Insurance services Office,Inc.with Its permission. 51571228 1 19-20 TK.I All Lines I Amber Oli- 1 10/1/2019 2:26:18 PM (PDT) I Page 15 of 16 TRAVELER J WORKERS COMPENSATION OIM AND HARTFORD, CT �6183 TOWER spuaxs EMPLOYERS LIABILITY POLICY HBR ENDORSEMENT WC 99 03 76( A)— 001 POLICY NUMBER:UB3K2195891826G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. {The Information below Is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective olicy No.UB3K2195891826G Endorsement No. Insured Thermal Mechanical, Inc. Premium Insurance Company Countersigned by DATE OF ISSUE: ST ASSIGN: Page 1 of 1 51571228 19-20 TMI All Lines I Amber Olivan 1 10/1/2019 2:26:ie PM (PDT) I Page 16 of 16 Thermal Mechanical,Inc. Policy#CUP-2J510723-19-26 04/01/2019—04/01/2020 UMBRELLA EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, IN PART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II -WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI - DEFINITIONS. SECTION I-COVERAGES provisions to the contrary contained in this A. COVERAGE A - EXCESS FOLLOW-FORM insurance. LIABILITY 3. The amount we will pay for damages is limited as described in SECTION III - LIMITS OF 1. We will pay on behalf of the insured those INSURANCE. sums, in excess of the "applicable underlying 4. For the purposes of Paragraph 1. above: limit", that the insured becomes legally obligated to pay as damages to which a. The applicable limit of insurance stated Coverage A of this insurance applies, for the policies of "underlying insurance" provided that the "underlying insurance" would in the Schedule Of Underlying Insurance apply to such damages but for the exhaustion will be considered to be reduced or of its applicable limits of insurance. If a exhausted only by the following sublimit is specified in any "underlying payments: insurance", Coverage A of this insurance (1) Payments of judgments or applies to damages that are in excess of that settlements for damages that are sublimit only if such sublimit is shown for that covered by that "underlying "underlying insurance" in the Schedule Of insurance". However, if such Underlying Insurance. "underlying insurance" has a policy 2. Coverage A of this insurance is subject to the period which differs from the policy period of this Excess Follow-Form same terms, conditions, agreements, And Umbrella Liability Insurance, any exclusions and definitions as the underlying such payments for damages that insurance", except with respect to any would not be covered by this Excess EU 00 010716 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 22 UMBRELLA Follow-Form And Umbrella Liability 5. When the"underlying insurance" applies on a Insurance because of its different claims-made basis and includes a retroactive policy period will not reduce or date provision, the retroactive date for exhaust the applicable limit of Coverage A of this insurance is the same as insurance stated for such "underlying the retroactive date of that "underlying insurance"; insurance". (2) Payments of "medical expenses" that B. COVERAGE B—UMBRELLA LIABILITY are covered by that "underlying 1. We will pay on behalf of the insured those insurance" and are incurred for sums in excess of the "self-insured retention" "bodily injury" caused by an accident that the insured becomes legally obligated to that takes place during the policy pay as damages because of "bodily injury", period of this Excess Follow-Form "property damage", "personal injury" or And Umbrella Liability Insurance; or "advertising injury" to which Coverage B of (3) Payments of defense expenses that this insurance applies. are covered by that "underlying 2. Coverage B of this insurance applies to insurance", only if such "underlying "bodily injury" or"property damage" only if: insurance" includes such payments within the limits of insurance. a. The "bodily injury"or"property damage" is However, if such "underlying caused by an "occurrence" that takes insurance" has a policy period which place anywhere in the world; differs from the policy period of this b. The "bodily injury" or "property damage" Excess Follow-Form And Umbrella occurs during the policy period; and Liability Insurance, any such c. Prior to the policy period, no insured listed payments for defense expenses that under Paragraph 1. in Paragraph B., would not be covered by this Excess COVERAGE B — UMBRELLA Follow-Form And Umbrella Liability LIABILITY, of SECTION II —WHO IS AN Insurance because of its different policy period will not reduce or INSURED and no "employee" authorized exhaust the applicable limit of by you to give or receive notice of an insurance stated for such "underlying "occurrence" or claim, knew that the insurance". "bodily injury" or "property damage" had occurred, in whole or in part. If such a If the applicable limit of insurance stated listed insured or authorized "employee" for the policies of "underlying insurance" knew, prior to the policy period, that the in the Schedule Of Underlying Insurance "bodily injury" or "property damage" is actually reduced or exhausted by other occurred, in whole or in part, then any payments, Coverage A of this insurance continuation, change or resumption of is not invalidated. However, in the event such "bodily injury" or "property damage" of a loss, we will pay only to the extent during or after the policy period will be that we would have paid had such limit deemed to have been known prior to the not been actually reduced or exhausted policy period. by such other payments. 3. Coverage B of this insurance applies to b. If any "underlying insurance" has a limit of "personal injury" or "advertising injury" insurance greater than the amount shown caused by an offense arising out of your for that insurance in the Schedule of business, but only if the offense was Underlying Insurance, this insurance will committed during the policy period apply in excess of that greater amount. If anywhere in the world. any "underlying insurance" has a limit of 4. The amount we will pay for damages is limited insurance, prior to any reduction or as described in SECTION III — LIMITS OF exhaustion by payment of damages, INSURANCE. "medical expenses" or defense expenses described in Paragraph a. above, that is 5. "Bodily injury" or"property damage": less than the amount shown for that a. Which occurs during the policy period; and insurance in the Schedule Of Underlying b. Which was not prior to, but was during, the Insurance, this insurance will apply in policy period known to have occurred by excess of the amount shown for such i any insured listed under Paragraph 1. in insurance in the Schedule Of Underlying Paragraph B., COVERAGE B — Insurance. Page 2 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 0107 16 UMBRELLA UMBRELLA LIABILITY of SECTION II — a. First commence at the time when any WHO IS AN INSURED, or any"employee" "executive officer" first becomes aware of authorized by you to give notice of an an "event" or "occurrence" that leads to "occurrence" or claim; that"crisis management event"; and includes any continuation, change or b. End when we decide that the crisis no resumption of the "bodily injury" or "property longer exists or when the Crisis damage"after the end of the policy period. Management Service Expenses Limit has 6. "Bodily injury" or "property damage" will be been exhausted, whichever occurs first. deemed to have been known to have 4. The amount we will pay for "crisis occurred at the earliest time when any insured management service expenses" is limited as listed under Paragraph 1. in Paragraph B., described in SECTION III — LIMITS OF COVERAGE B — UMBRELLA LIABILITY, of INSURANCE. SECTION II —WHO IS AN INSURED or any 5. A "self-insured retention" does not apply to "employee" authorized by you to give or "crisis management service expenses". receive notice of an "occurrence" or claim: a. Reports all, or any part, of the "bodily 6. Any payment of "crisis management service injury" or "property damage" to us or any expenses" that we make will not be other insurer; determinative of our obligations under this insurance with respect to any claim or"suit"or b. Receives a written or verbal demand or create any duty to defend or indemnify any claim for damages because of the "bodily insured for any claim or"suit". injury"or"property damage"; or D. DEFENSE AND SUPPLEMENTARY PAYMENTS c. Becomes aware by any other means that 1. We will have the right and duty to defend the the "bodily injury" or property damage" insured: has occurred or has begun to occur. 7. Damages because of "bodily injury" include a. Under Coverage A, against a "suit" damages claimed by any person or seeking damages to which such coverage organization for care, loss of services or death applies, if: resulting at any time from the "bodily injury". (1) The "applicable underlying limit" is the 8. Coverage B of this insurance does not apply applicable limit of insurance stated for to damages covered by any "underlying a policy of "underlying insurance" inthe Schedule Of Underlying insurance" or that would have been covered Insurance and such limit has been by any "underlying insurance" but for the exhausted solely due to payments as exhaustion of its applicable limit of insurance. permitted in Paragraphs 4.a.(1), (2) C. COVERAGE C — CRISIS MANAGEMENT and (3) of COVERAGE A — EXCESS SERVICE EXPENSES FOLLOW-FORM LIABILITY of 1. We will reimburse the insured, or pay on the SECTION I—COVERAGES; or insured's behalf, "crisis management service (2) The "applicable underlying limit" is the expenses"to which Coverage C applies. applicable limit of any "other 2. Coverage C of this insurance applies to"crisis insurance" and such limit has been management service expenses"that: exhausted by payments of judgments, settlements or medical expenses, or a. Arise out of a "crisis management event" related costs or expenses (if such that first commences during the policy costs or expenses reduce such period; limits). b. Are incurred by the insured, after a "crisis For any "suit" for which we have the right management event" first commences and and duty to defend the insured under before such event ends; and Coverage A, defense expenses will be c. Are submitted to us within 180 days after within the limits of insurance of this policy the "crisis management advisor" advises when such expenses are within the limits you that the "crisis management event" of insurance of the applicable "underlying no longer exists. insurance"; or 3. A "crisis management event" will be deemed b. Under Coverage B, against a "suit" to: seeking damages to which such coverage applies. EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 3 of 22 UMBRELLA 2. We have no duty to defend any insured applicable limit of insurance. If we do not against any"suit": pay part of the judgment for any reason a. Seeking damages to which this insurance other than it is more than the applicable does not apply; or limit of insurance, we will not pay any pp y° interest that accrues on that portion of the b. If any other insurer has a duty to defend. judgment. 3. When we have the duty to defend,we may, at With respect to a claim we investigate or our discretion, investigate and settle any claim settle, or "suit" against an insured we defend or "suit". In all other cases, we may, at our under COVERAGE A — EXCESS FOLLOW- discretion, participate in the investigation, FORM LIABILITY, these payments will not defense and settlement of any claim or "suit" reduce the applicable limits of insurance, but for damages to which this insurance may only if the applicable "underlying insurance" apply. If we exercise such right to participate, provides for such payments in addition to its all expenses we incur in doing so will not limits of insurance. With respect to a claim we reduce the applicable limits of insurance. investigate or settle, or "suit" against an 4. Our duty to defend ends when we have used insured we defend under COVERAGE B — up the applicable limit of insurance in the UMBRELLA LIABILITY, these payments will payment of judgments or settlements, or not reduce the applicable limits of insurance. defense expenses if such expenses are within SECTION II—WHO IS AN INSURED the limits of insurance of this policy. A. COVERAGE A — EXCESS FOLLOW-FORM 5. We will pay, with respect to a claim we LIABILITY investigate or settle, or "suit" against an insured we defend: With respect to Coverage A, the following persons a. All expenses we incur. and organizations qualify as insureds: b. The cost of: 1. The Named Insured shown in the Declarations; and (1) Bail bonds required because of 2. Any other person or organization qualifying as accidents or traffic law violations an insured in the "underlying insurance". If arising out of the use of any vehicle to you have agreed to provide insurance for that which this insurance applies; or person or organization in a written contract or (2) Appeal bonds and bonds to release agreement: attachments; a. The limits of insurance afforded to such but only for bond amounts within the person or organization will be: applicable limit of insurance. We do not have to furnish these bonds. (1) The amount by which the minimum limits of insurance you agreed to c. All reasonable expenses incurred by the provide such person or organization insured at our request to assist us in the in that written contract or agreement investigation or defense of such claim or exceed the total limits of insurance of "suit", including actual loss of earnings up all applicable "underlying insurance"; to $1,000 a day because of time off from or work. (2) The limits of insurance of this policy; d. All court costs taxed against the insured in the"suit". However, these payments do whichever is less; and not include attorneys' fees or attorneys' b. Coverage under this policy does not apply expenses taxed against the insured. to such person or organization if the e. Prejudgment interest awarded against the minimum limits of insurance you agreed insured on that part of the judgment we to provide such person or organization in pay. If we make an offer to pay the that written contract or agreement are applicable limit of insurance, we will not wholly within the total limits of insurance pay any prejudgment interest based on of all available applicable "underlying that period of time after the offer. insurance". f. All interest that accrues on the full amount B. COVERAGE B—UMBRELLA LIABILITY of any judgment after entry of the With respect to Coverage B: judgment and before we have paid, 1. The Named Insured shown in the offered to pay or deposited in court the Declarations is an insured. part of the judgment that is within the 2. If you are: Page 4 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA a. An individual, your spouse is also an as a consequence of Paragraph insured, but only with respect to the (1)(a) above; conduct of a business of which you are (c) For which there is any obligation the sole owner. to share damages with or repay b. A partnership or joint venture, your someone else who must pay members, your partners and their damages because of the injury spouses are also insureds, but only with described in Paragraph (1)(a) or respect to the conduct of your business. (b) above; or c. A limited liability company, your members (d) Arising out of his or her providing are also insureds, but only with respect to or failing to provide professional the conduct of your business. Your health care services. managers are also insureds, but only with Unless you are in the business or respect to their duties as your managers. occupation of providing professional health care services, Paragraphs d. An organization other than a partnership, (1)(a), (b), (c) and (d) above do not joint venture or limited liability company, apply to "bodily injury" arising out of your "officers" and directors are also providing or failing to provide first aid insureds, but only with respect to their or "Good Samaritan services" by any duties as your "officers" or directors. Your of your "employees" or "volunteer stockholders are also insureds, but only workers" other than an employed or with respect to their liability as volunteer doctor. Any such stockholders. "employees" or "volunteer workers" e. A trust, your trustees are also insureds, providing or failing to provide first aid but only with respect to their duties as or "Good Samaritan services" during trustees. their work hours for you will be deemed to be acting within the scope 3. Each of the following is also an insured: of their employment by you or a. Your "volunteer workers" only while performing duties related to the conduct of your business. performing duties related to the conduct of your business, or your "employees", (2) "Property damage"to property: other than either your "officers" (if you are (a) Owned, occupied or used by; or an organization other than a partnership, (b) Rented to, in the care, custody or joint venture or limited liability company) control of, or over which physical or your managers (if you are a limited control is being exercised for any liability company), but only for acts within the scope of their employment by you or purpose by; while performing duties related to the you, any of your "employees" or conduct of your business. However, none "volunteer workers", any of your of these "employees" or "volunteer partners or members (if you are a workers"are insureds for: partnership or joint venture), or any of your members (if you are a limited (1) "Bodily injury"or"personal injury": liability company). (a) To you, to your partners or b. Any person (other than your "employee" members (if you are a partnership or "volunteer worker"), or any or joint venture), to your members organization, while acting as your real (if you are a limited liability estate manager. company), to a co-"employee" c. Any person or organization having proper while in the course of his or her temporary custody of your property if you employment or performing duties die, but only: related to the conduct of your (1) With respect to liability arising out of business, or to your other the maintenance or use of that "volunteer workers" while performing duties related to the property;y; and conduct of your business; (2) Until your legal representative has been appointed. (b) To the spouse, child, parent, brother or sister of that co- d. Your legal representative if you die, but "employee" or "volunteer worker" only with respect to duties as such. That EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 5 of 22 UMBRELLA representative will have all your rights and 2. Any organization, other than a partnership, duties under this insurance. joint venture or limited liability company, of 4. Any organization, other than a partnership, which you are the sole owner, or in which you joint venture or limited liability company, of maintain an ownership interest of more than which you are the sole owner, or in which you 50%, on the first day of the policy period. No maintain an ownership interest of more than such organization is an insured or will qualify 50%, on the first day of the policy period is an as a Named Insured for "crisis management insured and will qualify as a Named Insured. service expenses" arising out of a "crisis No such organization is an insured or will management event' that first commences qualify as a Named Insured for "bodily injury" after the date, if any, during the policy period, or "property damage" that occurred, or that you no longer maintain an ownership "personal injury"or"advertising injury" caused interest of more than 50% in such by an offense committed after the date, if any, organization. during the policy period, that you no longer 3. Any organization you newly acquire or form, maintain an ownership interest of more than other than a partnership, joint venture or 50% in such organization. limited liability company, and of which you are 5. Any organization you newly acquire or form, the sole owner, or in which you maintain an other than a partnership, joint venture or ownership interest of more than 50%, if there limited liability company, and of which you are is no other similar insurance available to that the sole owner, or in which you maintain an organization. However: ownership interest of more than 50%, is an insured and will qualify as a Named Insured if a. Coverage under this provision is afforded there is no other similar insurance available to only until the 180 th day after you acquire that organization. However: or form the organization or the end of the a. Coverage under this provision is afforded policy period, whichever is earlier; and only until the 180t`' day after you acquire b. Coverage for such organization does not or form the organization or the end of the apply to "crisis management service policy period, whichever is earlier; and expenses" arising out of a "crisis b. Coverage for such organization does not management event' that occurred before you acquired or formed the organization, apply to: even if an "executive officer" only first (1) "Bodily injury" or "property damage" becomes aware of an 'event' or that occurred; or 'occurrence" that leads to such "crisis (2) "Personal injury" or "advertising management event' after the date you injury" arising out of an offense acquired or formed the organization. committed; No person or organization is an insured or will before you acquired or formed the qualify as a Named Insured with respect to the organization. conduct of any current or past partnership, joint venture or limited liability company that is not No person or organization is an insured or will shown as a Named Insured in the Declarations. qualify as a Named Insured with respect to the conduct of any current or past partnership, joint SECTION III—LIMITS OF INSURANCE venture or limited liability company that is not A. The Limits of Insurance shown in the Declarations shown as a Named Insured in the Declarations. and the rules below fix the most we will pay for the This paragraph does not apply to any such amounts described below to which this insurance partnership, joint venture or limited liability applies regardless of the number of: company that otherwise qualifies as an insured under Paragraph B. of SECTION II —WHO, IS AN 1. Insureds; INSURED. 2. Claims made or"suits" brought; C. COVERAGE C — CRISIS MANAGEMENT 3. Number of vehicles involved; SERVICE EXPENSES 4. Persons or organizations making claims or With respect to Coverage C, the following persons bringing "suits"; or and organizations are insureds and will qualify as 5. Coverages provided under this insurance. Named Insureds: 1. The Named Insured shown in the As indicated in Paragraph D.1. of SECTION I — Declarations. COVERAGES, for any "suit' for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the Page 6 of 22 0 2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA limits of insurance of this policy when such F. The limits of insurance of this policy apply expenses are within the limits of insurance of the separately to each consecutive annual period and applicable"underlying insurance". to any remaining period of less than 12 months, B. The General Aggregate Limit is the most we will starting with the beginning of the policy period pay for the sum of all: shown in the Declarations. If the policy period is extended after issuance for an additional period of 1. Damages; and less than 12 months, the additional period will be 2. Defense expenses if such expenses are deemed part of the last preceding period for within the limits of insurance of this policy; purposes of determining the limits of insurance. except: SECTION IV—EXCLUSIONS 1. Damages and defense expenses because of This insurance does not apply to: "bodily injury" or "property damage" included A. With respect to Coverage A and Coverage B: in the "auto hazard' 1. Asbestos 2. Damages and defense expenses because of arising Damages 9 P out of the actual or a "bodily injury" or "property damage" included a. ed presence or actual, s in the "products-completed operations alleged or hazard"; or threatened dispersal of asbestos, asbestos fibers or products containing 3. Damages and defense expenses for which asbestos, provided that the damages are insurance is provided under any Aircraft caused or contributed to by the hazardous Liability coverage included as "underlying properties of asbestos. insurance" to which no aggregate limit applies. b. Damages arising out of the actual or C. The Products-Completed Operations Aggregate alleged presence or actual, alleged or Limit is the most we will pay for the sum of all: threatened dispersal of any solid, liquid, gaseous or thermal irritant or 1. Damages; and contaminant, including smoke, vapors, 2. Defense expenses if such expenses are soot, fumes, acids, alkalis, chemicals and within the limits of insurance of this policy; waste, and that are part of any claim or because of "bodily injury" or "property damage" "suit" which also alleges any damages included in the "products-completed operations described in Paragraph a.above. hazard". c. Any loss, cost or expense arising out of D. Subject to Paragraph B. or C. above, whichever any: applies, the Occurrence Limit is the most we will (1) Request, demand, order or statutory pay for the sum of all: or regulatory requirement that any 1. Damages, and defense expenses if such insured or others test for, monitor, expenses are within the limits of insurance of clean up, remove, contain, treat, this policy, under Coverage A arising out of detoxify or neutralize, or in any way any one "event" to which the "underlying respond to, or assess the effects of, insurance" applies a limit of insurance that is asbestos, asbestos fibers or products separate from any aggregate limit of containing asbestos; or insurance; and (2) Claim or "suit" by or on behalf of any 2. Damages under Coverage B because of all governmental authority or any other "bodily injury", "property damage", "personal person or organization because of injury"or"advertising injury"arising out of any testing for, monitoring, cleaning up, one "occurrence". removing, containing, treating, For the purposes of determining the applicable detoxifying or neutralizing, or in any Occurrence Limit, all related acts or omissions way responding to, or assessing committed in the providing or failing to provide the effects of, asbestos, asbestos first aid or"Good Samaritan services" to any one fibers or products containing asbestos. person will be considered one "occurrence". 2. Employment-Related Practices E. The Crisis Management Service Expenses Limit Damages because of injury to: is the most we will pay for the sum of all "crisis management service expenses" arising out of all a. A person arising out of any: "crisis management events". Payment of such (1) Refusal to employ that person; "crisis management service expenses" is in addition to, and will not reduce, any other limit of (2) Termination of that person's insurance of this policy. employment; or EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 7 of 22 UMBRELLA (3) Employment-related practice, policy, the meanings given them in the Atomic act or omission, such as coercion, Energy Act of 1954 or any of its demotion, evaluation, reassignment, amendments. discipline, failure to promote or 6. Uninsured or Underinsured Motorists, No- advance, harassment, humiliation, Fault And Similar Laws discrimination, libel, slander, violation of the person's right of privacy, Any liability imposed on the insured, or the malicious prosecution or false arrest, insured's insurer, under any of the following detention or imprisonment, applied to laws: or directed at that person, regardless a. Uninsured motorists; of whether such practice, policy, act or omission occurs, is applied or is b. Underinsured motorists; committed before, during or after the C. Auto no-fault or other first-party personal time of that person's employment; or injury protection (PIP); b. The spouse, child, parent, brother or d. Supplementary uninsured/underinsured sister of that person as a consequence of motorists (New York); or injury to that person as described in Paragraphs a.(1), (2)or(3)above. e. Medical expense benefits and income loss benefits(Virginia). This exclusion applies: 7. War a. Whether the insured may be liable as an employer or in any other capacity; and Damages arising out of: b. To any obligation to share damages with a. War, including undeclared or civil war; or or repay someone else who must pay b. Warlike action by a military force, damages because of the injury. including action in hindering or defending 3. ERISA, COBRA And Similar Laws against an actual or expected attack, by any government, sovereign or other Any obligation of the insured under: authority using military personnel or other a. The Employees Retirement Income agents;or Security Act Of 1974 (ERISA) or any of c. Insurrection, rebellion, revolution, usurped its amendments; power or action taken by governmental b. The Consolidated Omnibus Budget authority in hindering or defending against Reconciliation Act of 1985 (COBRA) or any of these. any of its amendments; or 8. Workers Compensation And Similar Laws c. Any similar common or statutory law of Any obligation of the insured under a workers any jurisdiction. compensation, disability benefits or 4. Medical Expenses Or Payments unemployment compensation law or any similar law. Any obligation of the insured under any "medical expenses" or medical payments B. With respect to Coverage B: coverage. 1. Expected Or Intended Bodily Injury Or 5. Nuclear Material Property Damage Damages arising out of: "Bodily injury" or "property damage" expected a. The actual, alleged or threatened or intended from the standpoint of the insured. exposure of any person or property to; or This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of b. The"hazardous properties" of; reasonable force to protect persons or any"nuclear material". property. As used in this exclusion: 2. Contractual Liability a. "Hazardous properties" includes "Bodily injury", "property damage", "personal radioactive, toxic or explosive properties; injury" or "advertising injury" for which the insured is obligated to pay damages by b. "Nuclear material" means "source reason of the assumption of liability in a material", "special nuclear material" or contract or agreement. This exclusion does "by-product material"; and not apply to liability for damages that the c. "Source material", "special nuclear insured would have in the absence of the material" and "by-product material" have contract or agreement. Page 8 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA 3. Liquor Liability removing, containing, treating, "Bodily injury" or"property damage" for which detoxifying or neutralizing, or in any any insured may be liable by reason of: way responding to, or assessing the a. Causing or contributing to the intoxication effects of, "pollutants". of any person, including causing or 6. Aircraft contributing to the intoxication of any "Bodily injury" or "property damage" arising person because alcoholic beverages were out of the ownership, maintenance, use or permitted to be brought on your premises entrustment to others of any aircraft owned or for consumption on your premises; operated by or rented or loaned to any b. The furnishing of alcoholic beverages to a insured. Use includes operation and "loading person under the legal drinking age or or unloading". under the influence of alcohol; or This exclusion applies even if the claims c. Any statute, ordinance or regulation against any insured allege negligence or other relating to the sale, gift, distribution or use wrongdoing in the supervision, hiring, of alcoholic beverages. employment, training or monitoring of others 4. Employers Liability by that insured, if the "occurrence" which y caused the "bodily injury" or "property "Bodily injury"to: damage" involved the ownership, a. An "employee" of the insured arising out maintenance, use or entrustment to others of of and in the course of: any aircraft that is owned or operated by or rented or loaned to any insured. (1) Employment by the insured; or 7. Auto (2) Performing duties related to the conduct of the i ties el business; or "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or b. The spouse, child, parent, brother or entrustment to others of any "auto". Use sister of that "employee" as a includes operation and "loading or unloading". consequence of "bodily injury" described in Paragraph a. above. This exclusion applies even if the claims against any insured allege negligence or other This exclusion applies: wrongdoing in the supervision, hiring, a. Whether the insured may be liable as an employment, training or monitoring of others employer or in any other capacity; and by that insured, if the "occurrence" which b. To any obligation to share damages with caused the "bodily injury" or "property or repay someone else who must pay damage" involved the ownership, damages because of the "bodily injury". maintenance, use or entrustment to others of any "auto". 5. Pollution This exclusion does not apply to "bodily injury" a. "Bodily injury", "property damage", or "property damage" caused by an "personal injury" or "advertising injury" "occurrence" that takes place outside of the arising out of the actual, alleged or United States of America (including its threatened discharge, dispersal,seepage, territories and possessions), Puerto Rico and migration, release or escape of Canada. "pollutants". g. Watercraft b. Any loss, cost or expense arising out of "Bodily injury" or "property damage" arising any: out of the ownership, maintenance, use or (1) Request, demand, order or statutory entrustment to others of any watercraft owned or regulatory requirement that any or operated by or rented or loaned to any insured or any other person or insured. Use includes operation and "loading organization test for, monitor, clean or unloading". up, remove, contain, treat, detoxify or neutralize, or in any way respond to, This exclusion applies even if the claims or assess the effects of, "pollutants"; against any insured allege negligence or other or wrongdoing in the supervision, hiring, employment, training or monitoring of others (2) Claim or"suit" by or on behalf of any by that insured, if the "occurrence" which governmental authority or any other caused the "bodily injury" or "property person or organization because of damage" involved the ownership, testing for, monitoring, cleaning up, EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 9 of 22 UMBRELLA maintenance, use or entrustment to others of 11. Damage To Impaired Property Or Property any watercraft that is owned or operated by Not Physically Injured or rented or loaned to any insured. "Property damage" to "impaired property", or This exclusion does not apply to a watercraft: property that has not been physically injured, a. While ashore on premises owned by or arising out of: rented to any insured; or a. A defect, deficiency, inadequacy or dangerous condition in "your product" or b. That is 50-feet long or less and that: "your work"; or (1) You own; or b. A delay or failure by you, or anyone acting (2) You do not own and is not being used on your behalf, to fulfill the terms of a to carry any person or property for a contract or agreement. charge. This exclusion does not apply to the loss of 9. Electronic Data use of other property arising out of sudden and accidental physical injury to "your Damages claimed for the loss of, loss of use product" or "your work" after it has been put to of, damage to, corruption of, inability to its intended use. access, or inability to manipulate "electronic data". 12. Recall Of Products, Work Or Impaired Property 10. Damage To Property, Products Or Work Damages claimed for any loss, cost or "Property damage"to: expense incurred by you or others for the loss a. Property you own, rent or occupy, of use, withdrawal, recall, inspection, repair, including any costs or expenses incurred replacement, adjustment, removal or disposal by you, or any other person or of: organization, for repair, replacement, a. "Your product"; enhancement, restoration or maintenance b. "Your work"; or of such property for any reason, including prevention of injury to a person or c. "Impaired property"; damage to another's property; if such product, work or property is withdrawn b. Premises you sell, give away or abandon or recalled from the market or from use by if the"property damage" arises out of any any person or organization because of a part of those premises; known or suspected defect, deficiency, inadequacy or dangerous condition in it. c. Property loaned to you; 13. Violation Of Consumer Financial d. Personal property in the care, custody or Protection Laws control of the insured; "Bodily injury", "property damage", "personal e. That particular part of real property on injury" or "advertising injury" arising out of any which you or any contractors or actual or alleged violation of a "consumer subcontractors working directly or financial protection law", or any other "bodily indirectly on your behalf are performing injury", "property damage", "personal injury" or operations if the "property damage" "advertising injury" alleged in any claim or arises out of those operations; "suit"that also alleges any such violation. f. That particular part of any property that 14. Unsolicited Communication must be restored, repaired or replaced "Bodily injury", "property damage", "personal because "your work" was incorrectly injury" or "advertising injury" arising out of any performed on it; actual or alleged violation of any law that g. "Your product" arising out of "your restricts or prohibits the sending, transmitting product" or any part of it; or or distributing of"unsolicited communication". h. "Your work" arising out of "your work" or 15. Access Or Disclosure Of Confidential Or any part of it and included in the Personal Information "products-completed operations hazard". "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. Page 10 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA 16. Knowing Violation Of Rights Of Another c. Trade dress; "Personal injury" or "advertising injury" caused d. Trade name; by or at the direction of the insured with the knowledge that the act would violate the rights e. Trademark; of another and would inflict "personal injury" f. Trade secret; or or"advertising injury". g. Other intellectual property rights or laws. 17. Material Published With Knowledge Of This exclusion does not apply to: Falsity a. "Advertising injury" arising out of any "Personal injury" or "advertising injury" arising actual or alleged infringement or violation out of oral or written publication, including of another's copyright, "title" or "slogan" in publication by electronic means, of material, if your"advertisement"; or done by or at the direction of the insured with knowledge of its falsity. b. Any other "personal injury" or "advertising injury" alleged in any claim or "suit" that 18. Material Published Or Used Prior To Policy also alleges any such infringement or Period violation of another's copyright, "title" or a. "Personal injury" or "advertising injury" "slogan" in your"advertisement". arising out of oral or written publication, 24. Insureds In Media And Internet Type including publication by electronic means, Business of material whose first publication took place before the beginning of the policy "Personal injury" or "advertising injury" arising period; or out of an offense committed by an insured b. "Advertising injury" arising out of whose business is: infringement of copyright, "title" or a. Advertising, "broadcasting" or publishing; "slogan" in your "advertisement" whose b. Designing or determining content of web- first infringement in your "advertisement" sites for others; or was committed before the beginning of the policy period. c. An Internet search, access, content or service provider. 19. Criminal Acts This exclusion does not apply to Paragraphs "Personal injury" or "advertising injury" arising a.(1), (2) and (3) of the definition of "personal out of a criminal act committed by or at the injury". direction of the insured. For the purposes of this exclusion: 20. Breach Of Contract a. Creating and producing correspondence "Personal injury" or "advertising injury" arising written in the conduct of your business, out of a breach of contract. bulletins, financial or annual reports, or 21. Quality Or Performance Of Goods — Failure newsletters about your goods, products or To Conform To Statements services will not be considered the "Advertising injury" arising out of the failure of business of publishing; and goods, products or services to conform with b. The placing of frames, borders or links, or any statement of quality or performance made advertising, for you or others anywhere on in your"advertisement". the Internet will not, by itself, be 22. Wrong Description Of Prices considered the business of advertising, "broadcasting"or publishing. "Advertising injury" arising out of the wrong 25. Electronic Chatrooms Or Bulletin Boards description of the price of goods, products or services stated in your"advertisement". "Personal injury" or "advertising injury" arising 23. Intellectual Property out of an electronic chatroom or bulletin board the insured hosts, owns or over which the "Personal injury" or "advertising injury" arising insured exercises control. out of any actual or alleged infringement or 26. Unauthorized Use Of Another's Name Or violation of any of the following rights or laws, or any other "personal injury" or "advertising Product injury" alleged in any claim or "suit" that also 'Personal injury" or "advertising injury" arising alleges any such infringement or violation: out of the unauthorized use of another's name or product in your e-mail address, domain a. Copyright; name or metatag, or any other similar tactics b. Patent; to mislead another's potential customers. EU 00 01 0716 0 2016 The Travelers Indemnity Company.All rights reserved. Page 11 of 22 UMBRELLA C. With respect to Coverage C: 4. Notice of cancellation will state the effective Newly Acquired, Controlled Or Formed date of cancellation. The policy period will end Entities on that date. 5. If this insurance is cancelled, we will send "Crisis management service expenses"arising out such first Named Insured any premium refund of a "crisis management event" that involves any due. If we cancel, the refund will be pro rata. If organization you newly acquire or form and that such first Named Insured cancels, the refund occurred prior to the date you acquired or formed may be less than pro rata. The cancellation that organization, even if an "executive officer" will be effective even if we have not made or only first becomes aware of an "event" or offered a refund. "occurrence" that leads to such "crisis management event"after the date you acquired or 6. If notice is mailed, proof of mailing will be formed such organization. sufficient proof of notice. SECTION V—CONDITIONS D. CHANGES A. APPEALS This policy contains all the agreements between you and us concerning the insurance afforded. No 1. If the insured or the insured's "underlying change can be made in the terms of this insurer" elects not to appeal a judgment which insurance except with our consent. The terms of exceeds the "applicable underlying limit" or this insurance can be amended or waived only by "self-insured retention",we may do so. endorsement issued by us and made a part of this 2. If we appeal such a judgment, we will pay all policy. costs of the appeal. These payments will not E. CURRENCY reduce the applicable limits of insurance. In Payments for damages or expenses described in no event will our liability exceed the applicable Paragraph 5. of Paragraph D., DEFENSE AND limit of insurance. SUPPLEMENTARY PAYMENTS, of SECTION B. BANKRUPTCY — COVERAGES will be in the currency of the United States of America. At our sole option, we 1. Bankruptcy or insolvency of the insured or of may make these payments in a different currency. the insured's estate will not relieve us of our Any necessary currency conversion for such obligations under this insurance. payments will be calculated based on the rate of 2. In the event of bankruptcy or insolvency of exchange published in the Wall Street Journal any "underlying insurer", this insurance will immediately preceeding the date the payment is not replace such bankrupt or insolvent processed. "underlying insurer's" policy, and this F. DUTIES REGARDING AN EVENT, insurance will apply as if such "underlying OCCURRENCE, CLAIM OR SUIT insurer" had not become bankrupt or insolvent. 1. You must see to it that we are notified as soon as practicable of an "event" or C. CANCELLATION "occurrence" which may result in a claim 1. The first Named Insured shown in the under this insurance. To the extent possible, Declarations may cancel this insurance by notice should include: mailing or delivering to us advance written a. How, when and where the "event" or notice of cancellation. "occurrence"took place; 2. We may cancel this insurance by mailing or b. The names and addresses of any delivering to such first Named Insured written persons or organizations sustaining injury, notice of cancellation at least: damage or loss, and the names and addresses of any witnesses; and a. 10 days before the effective date of cancellation if we cancel for nonpayment C. The nature and location of any injury or of premium; or damage arising out of the "event" or "occurrence". b. 60 days before the effective date of 2. If a claim is made or "suit" is brought against cancellation if we cancel for any other any insured which may result in a claim under reason. this insurance, you must see to it that we 3. We will mail or deliver our notice to such first receive written notice of the claim or "suit" as Named Insured's last mailing address known soon as practicable. to us. Page 12 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA 3. With respect to Coverage A, the insured G. DUTIES REGARDING A CRISIS MANAGEMENT must: EVENT a. Cooperate with us in the investigation, You must: settlement or defense of any claim or "suit"; 1. Notify us within 30 days of a "crisis management event" that may result in "crisis b. Comply with the terms of the "underlying management service expenses". insurance"; and c. Pursue all rights of contribution or 2. Provide written notice of the "crisis indemnity against any person or management event" as soon as practicable. organization who may be liable to the To the extent possible, notice should include: insured because of the injury, damage or a. How, when and where that "crisis loss for which insurance is provided under management event"took place; this policy or any policy of "underlying b. The names and addresses of any y persons or organizations sustaining injury, 4. With respect to Coverage B, the insured damage or loss, and the named and must: addresses of any witnesses; a. Immediately send us copies of any c. The nature and location of any injury or demands, notices, summonses or legal damage arising out of that "crisis papers received in connection with the management event"; and claim or"suit"; d. The reason that "crisis management b. Authorize us to obtain necessary records event" is likely to involve damages and other information; covered by this insurance in excess of the c. Cooperate with us in the investigation, "applicable underlying limit" or "self- settlement or defense of any claim or insured retention" and involve regional or "suit"; and national media coverage. d. Assist us, upon our request, in the H. EXAMINATION OF YOUR BOOKS AND enforcement of any right against any RECORDS person or organization which may be We may examine and audit your books and liable to the insured because of injury or records as they relate to this insurance: damage to which Coverage B may apply. 1. At any time during the policy period; 5. No insured will, except at that insured's own 2. pe to three years after the end of the policy expense, voluntarily make a payment, assume any obligation, make any admission period; and or incur any expense, other than for first aid 3. Within one year after final settlement of all for "bodily injury" covered by this insurance, claims under this insurance. without our consent. I. EXTENDED REPORTING PERIOD OPTION 6. Knowledge of an "event", "occurrence", claim or "suit" by your agent, servant or"employee" 1• When the "underlying insurance" applies on a will not constitute knowledge by you, unless claims-made basis, any automatic or basic your insurance or risk manager, or anyone "extended reporting period" in such working in the capacity as your insurance or underlying insurance" will apply to this risk manager, or anyone you designate with insurance. the responsibility of reporting an "event", 2. When the "underlying insurance" applies on a "occurrence", claim or"suit": claims-made basis and you elect to purchase a. Has received notice of such "event", an optional or supplemental "extended "occurrence", claim or "suit" from such reporting period" in such "underlying agent, servant or"employee"; or insurance," that "extended reporting period" will apply to this insurance only if: b. Otherwise has knowledge of such "event", to a. A written request"occurrence", claim or"suit". q purchase an Extended Reporting Period endorsement for this insurance is made by you and received by us within 90 days after the end of the policy period; EU 00 01 0716 ©2016 The Travelers Indemnity Company.All rights reserved. Page 13 of 22 UMBRELLA b. You have paid all premiums due for this b. To sue us on this insurance unless all of policy at the time you make such request; its terms have been fully complied with. c. You promptly pay the additional premium 2. A person or organization may sue us to we charge for the Extended Reporting recover on an agreed settlement or on a final Period endorsement for this insurance judgment against an insured. We will not be when due. We will determine that liable for damages that: additional premium after we have a. Are not payable under the terms of this received your request for the Extended Reporting Period endorsement for this insurance; or insurance. That additional premium is not b. Are in excess of the applicable limit of subject to any limitation stated in the insurance. "underlying insurance" on the amount or An agreed settlement means a settlement percentage of additional premium that and release of liability signed by us, the may be charged for the "extended insured and the claimant or the claimant's reporting period" in such "underlying legal representative. insurance"; and L. MAINTENANCE OF UNDERLYING INSURANCE d. That Extended Reporting Period endorsement is issued by us and made a 1. The insurance afforded by each policy of part of this policy. "underlying insurance" will be maintained for the full policy period of this Excess Follow- 3. Any Extended Reporting Period endorsement Form And Umbrella Liability Insurance. This for this insurance will not reinstate or increase provision does not apply to the reduction or the Limits of Insurance or extend the policy exhaustion of the aggregate limit or limits of period. such "underlying insurance" solely by 4. Except with respect to any provisions to the payments as permitted in Paragraphs 4.a.(1), contrary contained in Paragraphs 1., 2. or 3. (2) and (3) of COVERAGE A — EXCESS above, all provisions of any option to FOLLOW-FORM LIABILITY of SECTION I — purchase an "extended reporting period" COVERAGES. As such policies expire, you granted to you in the "underlying insurance" will renew them at limits and with coverage at apply to this insurance. least equal to the expiring limits of insurance. J. INSPECTIONS AND SURVEYS If you fail to comply with the above requirements, Coverage A is not invalidated. 1. We have the right but are not obligated to: However, in the event of a loss, we will pay a. Make inspections and surveys at any only to the extent that we would have paid had time; you complied with the above requirements. b. Give you reports on the conditions we 2. The first Named Insured shown in the find; and Declarations must give us written notice of c. Recommend changes. any change in the "underlying insurance" as respects: 2. Any inspections, surveys, reports or a. Coverage; recommendations relate only to insurability and the premiums to be charged. We do not b. Limits of insurance; make safety inspections. We do not c. Termination of any coverage; or undertake to perform the duty of any person or organization to provide for the health or d. Exhaustion of aggregate limits. safety of workers or the public. We do not 3. If you are unable to recover from any warrant that conditions: "underlying insurer" because you fail to a. Are safe or healthful; or comply with any term or condition of the "underlying insurance", Coverage A is not b. Comply with laws, regulations, codes or invalidated. However, we will pay for any loss standards. only to the extent that we would have paid had K. LEGAL ACTION AGAINST US you complied with that term or condition in 1. No person or organization has a right under that"underlying insurance". this insurance: M. OTHER INSURANCE a. To join us as a party or otherwise bring us This insurance is excess over any valid and into a "suit" asking for damages from an collectible "other insurance" whether such "other insured; or insurance" is stated to be primary, contributing, Page 14 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA excess, contingent or otherwise. This provision P. PROHIBITED COVERAGE — UNLICENSED does not apply to a policy bought specifically to INSURANCE apply as excess of this insurance. 1. With respect to loss sustained by any insured However, if you specifically agree in a written in a country or jurisdiction in which we are not contract or agreement that the insurance provided licensed to provide this insurance, this to any person or organization that qualifies as an insurance does not apply to the extent that insured under this insurance must apply on a insuring such loss would violate the laws or primary basis, or a primary and non-contributory regulations of such country or jurisdiction. basis, then insurance provided under Coverage A 2. We do not assume responsibility for: is subject to the following provisions: 1. This insurance will apply before any 'other a. The payment of any fine, fee, penalty or insurance" that is available to such additional other charge that may be imposed on any person or organization in any country or insured which covers that person or jurisdiction because we are not licensed organization as a named insured, and we will to provide insurance in such country or not share with that'other insurance", provided jurisdiction; or that the injury or damage for which coverage is sought is caused by an "event' that takes b. The furnishing of certificates or other place or is committed subsequent to the evidence of insurance in any country or signing of that contract or agreement by you. jurisdiction in which we are not licensed to 2. This insurance is still excess over any valid provide insurance. and collectible 'other insurance", whether Q. PROHIBITED COVERAGE — TRADE OR primary, excess, contingent or otherwise, ECONOMIC SANCTIONS which covers that person or organization as We will provide coverage for any loss, or an additional insured or as any other insured otherwise will provide any benefit, only to the that does not qualify as a named insured. extent that providing such coverage or benefit N. PREMIUM does not expose us or any of our affiliated or parent companies to: 1. The first Named Insured shown in the 1. Any trade or economic sanction under any law Declarations is responsible for the payment of or regulation of the United States of America; all premiums and will be the payee for any return premiums. or 2. If the premium is a flat charge, it is not subject 2. Any other applicable trade or economic to adjustment except as provided in sanction, prohibition or restriction. Paragraph 4. below. R. REPRESENTATIONS 3. If the premium is other than a flat charge, it is By accepting this insurance, you agree: an advance premium only. The earned 1. The statements in the Declarations and any premium will be computed at the end of the subsequent notice relating to "underlying policy period, or at the end of each year of the insurance"are accurate and complete; policy period if the policy period is two years 2. Those statements are based upon or longer, at the rate shown in the representations you made to us; and Declarations, subject to the Minimum Premium. 3. We have issued this insurance in reliance upon 4. Additional premium may become payable your representations. when coverage is provided for additional S. SEPARATION OF INSUREDS insureds under the provisions of SECTION II Except with respect to the Limits of Insurance, —WHO IS AN INSURED. and any rights or duties specifically assigned in O. PREMIUM AUDIT this policy to the first Named Insured shown in the Declarations, this insurance applies: The premium for this policy is the amount stated 1. As if each Named Insured were the only in Item 5. of the Declarations. The premium is a Named Insured; and flat charge unless it is specified in the Declarations as adjustable. 2. Separately to each insured against whom claim is made or"suit' is brought. EU 00 01 07 16 0 2016 The Travelers Indemnity Company.All rights reserved. Page 15 of 22 UMBRELLA T. WAIVER OR TRANSFER OF RIGHTS OF provision does not affect our right to collect RECOVERY AGAINST OTHERS TO US additional premium or to exercise our rights of 1. If the insured has rights to recover all or part cancellation or nonrenewal in accordance with of any payment we have made under this applicable insurance laws or regulations. insurance, those rights are transferred to us W. WHEN LOSS IS PAYABLE and the insured must do nothing after loss to If we are liable under this insurance, we will pay impair them. At our request, the insured will for injury,damage or loss after: bring suit or transfer those rights to us and help us, and with respect to Coverage A, the 1. The insured's liability is established by: "underlying insurer", enforce them. a. A court decision; or If the insured has agreed in a contract or b. A written agreement between the agreement to waive that insured's right of claimant, the insured, any "underlying recovery against any person or organization, insurer"and us; and we waive our right of recovery against that person or organization, but only for payments 2. The amount of the "applicable underlying we make because of an "event" that takes limit" or "self-insured retention" is paid by or place or is committed subsequent to the on behalf of the insured. execution of that contract or agreement by SECTION VI—DEFINITIONS such insured. 2. Reimbursement of any amount recovered will A. With respect to all coverages of this insurance: be made in the following order: 1. "Applicable underlying limit" means the sum of: a. First, to any person or organization a. The applicable limit of insurance stated (including us or the insured)who has paid for the policies of "underlying insurance" any amount in excess of the applicable in the Schedule Of Underlying Insurance limit of insurance; subject to the provisions in Paragraphs b. Next, to us; and 4.a.(1), (2) and (3) of COVERAGE A — c. Then, to any person or organization EXCESS FOLLOW-FORM LIABILITY of (including the insured and with respect to SECTION I—COVERAGES; and Coverage A, the"underlying insurer") that b. The applicable limit of insurance of any is entitled to claim the remainder, if any. "other insurance" that applies. 3. Expenses incurred in the process of recovery The limits of insurance in any policy of will be divided among all persons or "underlying insurance"will apply even if: organizations receiving amounts recovered according to the ratio of their respective a. The "underlying insurer" claims the recoveries. insured failed to comply with any term or U. TRANSFER OF YOUR RIGHTS AND DUTIES condition of the policy; or UNDER THIS INSURANCE b. The "underlying insurer" becomes 1. Your rights and duties under this insurance bankrupt or insolvent. may not be transferred without our written 2. "Auto hazard" means all "bodily injury" and consent except in the case of death of an "property damage" to which liability insurance individual Named Insured. afforded under an auto policy of "underlying 2. If you die, your rights and duties will be insurance" would apply but for the exhaustion transferred to your legal representative but of its applicable limits of insurance. only while acting within the scope of duties as 3. "Electronic data" means information, facts or your legal representative. Until your legal programs stored as or on, created or used on, representative is appointed, anyone having or transmitted to or from computer software proper temporary custody of your property will (including systems and applications software), have your rights and duties but only with hard or floppy disks, CD-ROMs, tapes, drives, respect to that property. cells, data processing devices or any other V. UNINTENTIONAL OMISSION OR ERROR media which are used with electronically The unintentional omission of, or unintentional controlled equipment. error in, any information provided by you which we 4. "Event" means an "occurrence", offense, relied upon in issuing this policy will not prejudice accident, act, error, omission, wrongful act or your rights under this insurance. However, this loss. Page 16 of 22 0 2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA 5. "Extended reporting period" means any period Work that may need service, of time, starting with the end of the policy maintenance, correction, repair or period of your claims-made insurance, during replacement, but which is otherwise which claims or "suits" may be first made, complete, will be treated as brought or reported for that insurance. completed. 6. "Medical expenses" means expenses to b. Does not include "bodily injury" or which any Medical Payments section of any "property damage" arising out of: policy of Commercial General Liability "underlying insurance"applies. (1) The transportation of property, unless the injury or damage arises out of a 7. "Other insurance" means insurance, or the condition in or on a vehicle not owned funding of losses, that is provided by, through or operated by you, and that condition or on behalf of: was created by the "loading or a. Another insurance company; unloading" of that vehicle by any b. Us or any of our affiliated insurance insured; companies; (2) The existence of tools, uninstalled c. Any risk retention group; equipment or abandoned or unused materials; or d. Any self-insurance method or program, in (3) Products or operations for which the which case the insured will be deemed to classification listed in a policy of be the provider of such insurance; or Commercial General Liability e. Any similar risk transfer or risk "underlying insurance" states that management method. products-completed operations are "Other insurance"does not include: subject to the General Aggregate Limit. a. Any"underlying insurance"; or b. Any policy of insurance specifically 9. "Suit" means a civil proceeding which alleges damages. "Suit" includes: purchased to be excess of the limits of insurance of this policy shown in the a. An arbitration proceeding in which Declarations. damages are claimed and to which the 8. "Products-completed operations hazard": insured must submit or does submit with our consent; or a. Includes all "bodily injury" and "property damage" occurring away from premises b. Any other alternative dispute resolution you own or rent and arising out of "your proceeding to which the insured submits product" or"your work"except: with our consent. (1) Products that are still in your physical 10. "Underlying insurance": possession; or a. Means the policy or policies of insurance (2) Work that has not yet been listed in the Schedule Of Underlying completed or abandoned. However, Insurance. "your work" will be deemed completed b. Includes any renewal or replacement of at the earliest of the following times: such policies if such renewal or (a) When all the work called for in replacement is during the policy period of your contract has been this Excess Follow-Form And Umbrella completed; Liability Insurance. (b) When all the work to be done at C. Does not include any part of the policy the job site has been completed if period of any of the policies described in your contract calls for work at Paragraphs a. or b. above that began more than one job site; or before, or that continues after, the policy (c) When that part of the work done period of this Excess Follow-Form And at a job site has been put to its Umbrella Liability Insurance. intended use by any person or 11. "Underlying insurer" means any insurer which organization other than another provides a p policy of insurance listed in the contractor or subcontractor working on the same project. Schedule Of Underlying Insurance. EU 00 01 07 16 0 2016 The Travelers Indemnity Company.All rights reserved. Page 17 of 22 UMBRELLA B. With respect to Coverage B and, to the extent that including any attached machinery or the following terms are not defined in the equipment; or "underlying insurance",to Coverage A: b. Any other land vehicle that is subject to a 1. "Advertisement" means a notice that is compulsory or financial responsibility law broadcast or published to the general public or other motor vehicle insurance law or specific market segments about your where it is licensed or principally garaged. goods, products or services for the purpose of However, "auto" does not include "mobile attracting customers or supporters. For the equipment". purposes of this definition: 4. "Bodily injury" means: a. Notices that are published include material placed on the Internet or on a. Physical harm, including sickness or similar electronic means of disease, sustained by a person; or communication; and b. Mental anguish, injury or illness, or b. Regarding web sites, only that part of a emotional distress, resulting at any time web site that is about your goods, from such physical harm, sickness or products or services for the purposes of disease. attracting customers or supporters is 5. "Broadcasting" means transmitting any audio considered an advertisement. or visual material for any purpose: 2. "Advertising injury": a. By radio or television; or a. Means injury, other than "personal injury", b. In, by or with any other electronic means caused by one or more of the following of communication, such as the Internet, if offenses: that material is part of: (1) Oral or written publication, including (1) Radio or television programming publication by electronic means, of being transmitted; material in your "advertisement" that slanders or libels a person or (2) Other entertainment, educational, organization or disparages a person's instructional, music or news or organization's goods, products or programming being transmitted; or services, provided that the claim is (3) Advertising transmitted with any such made or the "suit" is brought by a programming. person or organization that claims to have been slandered or libeled, or 6. "Consumer financial identity information" that claims to have had its goods, means any of the following information for a products or services disparaged; person that is used or collected for the purpose of serving as a factor in establishing (2) Oral or written publication, including such person's eligibility for personal credit, publication by electronic means, of insurance or employment or for the purpose material in your"advertisement"that: of conducting a business transaction: (a) Appropriates a person's name, a. Part or all of the account number, the voice, photograph or likeness; or expiration date or the balance of any (b) Unreasonably places a person in credit, debit, bank or other financial a false light; or account; (3) Infringement of copyright, "title" or b. Information bearing on a person's credit "slogan" in your "advertisement", worthiness, credit standing or credit provided that the claim is made or the capacity; "suit" is brought by a person or C. Social security number; organization that claims ownership of such copyright, "title" or"slogan". d. Driver's license number; or b. Includes "bodily injury" caused by one or e. Birth date. more of the offenses described in 7, "Consumer financial protection law" means: Paragraph a. above. a. The Fair Credit Reporting Act (FCRA) and 3. "Auto" means: any of its amendments, including the Fair a. A land motor vehicle, trailer or semitrailer and Accurate Credit Transactions Act designed for travel on public roads, (FACTA); Page 18 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA b. California's Song-Beverly Credit Card Act b. Vehicles maintained for use solely on or and any of its amendments; or next to premises you own or rent. c. Any other law or regulation that restricts C. Vehicles that travel on crawler treads. or prohibits the collection, dissemination, d. Vehicles, whether self-propelled or not, transmission, distribution or use of maintained primarily to provide mobility to "consumer financial identity information". permanently mounted: 8. "Employee" includes a "leased worker". (1) Power cranes, shovels, loaders, "Employee" does not include a "temporary diggers or drills; or worker". 9. "Good Samaritan services" means any (2) Road construction or resurfacing emergency medical services for which no equipment such as graders, scrapers compensation is demanded or received. or rollers. 10. "Impaired property" means tangible property, e. Vehicles not described in Paragraph a., b., other than "your product" or "your work", that c. or d. above that are not self-propelled cannot be used or is less useful because: and are maintained primarily to provide mobility to permanently attached a. It incorporates "your product" or "your equipment of the following types: work" that is known or thought to be defective, deficient, inadequate or (1) Air compressors, pumps and dangerous; or generators, including spraying, welding, building cleaning, geophysical b. You have failed to fulfill the terms of a exploration, lighting and well servicing contract or agreement; equipment; or if such property can be restored to use by the (2) Cherry pickers and similar devices repair, replacement, adjustment or removal of used to raise or lower workers. "your product" or "your work" or your fulfilling the terms of the contract or agreement. f. Vehicles not described in Paragraph a., b., 11. "Leased worker" means a person leased to C. or d. above maintained primarily forpurposes other than the transportation of you by a labor leasing firm under an agreement between you and the labor leasing persons or cargo. firm, to perform duties related to the conduct However, self-propelled vehicles with the of your business. "Leased worker" does not following types of permanently attached include a "temporary worker". equipment are not "mobile equipment" but 12. "Loading or unloading" means the handling of will be considered "autos": property: (1) Equipment designed primarily for: a. After it is moved from the place where it is (a) Snow removal; accepted for movement into or onto an (b) Road maintenance, but not aircraft, watercraft or"auto"; construction or resurfacing; or b. While it is in or on an aircraft, watercraft (c)Street cleaning; or"auto"; or (2) Cherry pickers and similar devices c. While it is being moved from an aircraft, mounted on automobile or truck watercraft or "auto" to the place where it chassis and used to raise or lower is finally delivered; workers; and but "loading or unloading" does not include (3) Air compressors, pumps and the movement of property by means of a generators, including spraying, mechanical device, other than a hand truck, welding, building cleaning, geophysical that is not attached to the aircraft, watercraft exploration, lighting and well servicing or"auto". equipment. 13. "Mobile equipment" means any of the following However, "mobile equipment" does not include types of land vehicles, including any attached any land vehicle that is subject to a compulsory machinery or equipment: or financial responsibility law, or other motor vehicle insurance law, where it is licensed or a. Bulldozers, farm machinery, forklifts and principally garaged. Such land vehicles are other vehicles designed for use principally considered "autos". off public roads. EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 19 of 22 UMBRELLA 14. "Occurrence" means: (3) The wrongful eviction from, wrongful a. With respect to "bodily injury" or "property entry into, or invasion of the right of damage": private occupancy of a room, dwelling or premises that a person occupies, (1) An accident, including continuous or provided that the wrongful eviction, repeated exposure to substantially the wrongful entry or invasion of the right same general harmful conditions, of private occupancy is committed by which results in "bodily injury" or or on behalf of the owner, landlord or "property damage". All "bodily injury" lessor of that room, dwelling or or "property damage" caused by such premises; exposure to substantially the same general harmful conditions will be (4) Oral or written publication, including deemed to be caused by one publication by electronic means, of "occurrence"; or material that slanders or libels a person or organization or disparages (2) An act or omission committed in a person's or organization's goods, providing or failing to provide first aid products or services, provided that or "Good Samaritan services" to a the claim is made or the "suit" is person by any of your "employees" or brought by a person or organization "volunteer workers" other than an that claims to have been slandered or employed or volunteer doctor, unless libeled, or that claims to have had its you are in the business or occupation goods, products or services of providing professional health care disparaged; or services; (5) Oral or written publication, including b. With respect to "personal injury", an publication by electronic means, of offense arising out of your business that material that: results in "personal injury". All "personal injury" caused by the same or related (a) Appropriates a person's name, injurious material, act or offense will be voice, photograph or likeness; or deemed to be caused by one (b) Unreasonably places a person in "occurrence", regardless of the frequency a false light. or repetition thereof, the number and kind of media used or the number of persons b. Includes "bodily injury" caused by one or more of the offenses described in or organizations making claims or bringing"suits"; and Paragraph a.above. c. With respect to "advertising injury", an 17. "Pollutants" mean any solid, liquid, gaseous or offense committed in the course of thermal irritant or contaminant, including advertising your goods, products and smoke, vapor, soot, fumes, acids, alkalis, services that results in "advertising injury". chemicals and waste. Waste includes All "advertising injury" caused by the materials to be recycled, reconditioned or same or related injurious material, act or reclaimed. offense will be deemed to be caused by 18. "Property damage" means: one "occurrence", regardless of the frequency or repetition thereof, the a. Physical injury to tangible property, number and kind of media used or the including all resulting loss of use of that number of persons or organizations property. All such loss of use will be making claims or bringing "suits". deemed to occur at the time of the 15. "Officer" means a person holding any of the physical injury that caused it; or officer positions created by your charter, b. Loss of use of tangible property that is not constitution, bylaws or any other similar physically injured. All such loss of use will governing document. be deemed to occur at the time of the "occurrence"that caused it. 16. "Personal injury": For the purposes of this insurance, a. Means injury, other than "advertising "electronic data"is not tangible property. injury", caused by one or more of the following offenses: 19. "Self-insured retention" is the greater of: (1) False arrest, detention or a. The amount shown in the Declarations imprisonment; which the insured must first pay under (2) Malicious prosecution; Coverage B for damages because of all Page 20 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA "bodily injury", "property damage", b. Includes: "personal injury" or "advertising injury" arising out of any one "occurrence"; or (1) Warranties or representations made at any time with respect to the fitness, b. The applicable limit of insurance of any quality, durability, performance or use "other insurance"that applies. of"your product"; and 20. "Slogan": (2) The providing of or failure to provide a. Means a phrase that others use for the warnings or instructions. purpose of attracting attention in their c. Does not include vending machines or advertising. other property rented to or located for the use of others but not sold. b. Does not include a phrase used as, or in, 26. "Your work": the name of: (1) Any person or organization other than a. Means: you; or (1) Work or operations performed by you (2) Any business, or any of the premises, or on your behalf; and goods, products, services or work, of (2) Materials, parts or equipment any person or organization other than furnished in connection with such you work or operations. 21. "Temporary worker" means a person who is b. Includes: furnished to you to substitute for a permanent (1) Warranties or representations made "employee" on leave or to meet seasonal or at any time with respect to the fitness, short-term workload conditions. quality, durability, performance or use 22. "Title" means the name of a literary or artistic of"your work"; and work. (2) The providing of or failure to provide 23. "Unsolicited communication" means any warnings or instructions. communication, in any form, that the recipient C. With respect to Coverage C: of such communication did not specifically 1. "Crisis management advisor" means any request to receive. public relations firm or crisis management 24. "Volunteer worker" means a person who is firm approved by us that is hired by you to not your "employee", and who donates his or perform "crisis management services" in her work and acts at the direction of and connection with a "crisis management event". within the scope of duties determined by you, 2. "Crisis management event" means an "event" and is not paid a fee, salary or other or "occurrence" that your "executive officer" compensation by you or anyone else for their reasonably determines has resulted, or may work performed by you. result, in: 25. "Your product": a. Damages covered by this Coverage A or Coverage B that are in excess of the total a. Means: applicable limits of the "underlying (1) Any goods or products, other than insurance"or"self-insured retention"; and real property, manufactured, sold, b. Significant adverse regional or national handled, distributed or disposed of by: media coverage. (a) You; 3. "Crisis management service expenses" (b) Others trading under your name; means amounts incurred by you, after a or "crisis management event" first commences and before such event ends: (c) A person or organization whose business or assets you have a. For the reasonable and necessary: acquired; and (1) Fees and expenses of a "crisis (2) Containers (other than vehicles), management advisor" in the materials, parts or equipment performance for you of "crisis furnished in connection with such management services" solely for a goods or products. "crisis management event"; and EU 00 01 07 16 0 2016 The Travelers Indemnity Company.All rights reserved. Page 21 of 22 UMBRELLA (2) Costs for printing, advertising, mailing 4. "Crisis management services" means those of materials or travel by your services performed by a "crisis management directors, officers, employees or advisor" in advising you or minimizing agents or a "crisis management potential harm to you from a "crisis advisor" solely for a "crisis management event" by maintaining or management event"; and restoring public confidence in you. b. For the following expenses resulting from 5. "Executive officer" means your: such "crisis management event", provided a. Chief Executive Officer; that such expenses have been approved b. Chief Operating Officer; by us: c. Chief Financial Officer; (1) Medical expenses; d. President; (2) Funeral expenses; e. General Counsel; (3) Psychological counseling; f. General partner(if you are a partnership); or (4) Travel expenses; g. Sole proprietor (if you are a sole (5) Temporary living expenses; proprietorship); (6) Expenses to secure the scene of a or any person acting in the same capacity as "crisis management event"; or any individual listed above. (7) Any other expenses pre-approved by us. Page 22 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Exhibit Labor Code Requirements 1. The following prevailing wage provisions apply to this Agreement. 1.1 In General. For purposes of California labor law,this is a public works contract subject to the provisions ofPart 7 of Division 2 of the California Labor Code (Sections 1720 et seq.). In accordance with Labor Code Section 1771,Contractor and all subcontractors shall pay not less than current prevailing wage rates as determined by the California Department of Industrial Relations("DIR")to all workers employed on this project as applicable. In accordance with Labor Code Section 1815,Contractor and all subcontractors shall pay all workers employed on this project 1 %Z the basic rate of pay for work performed in excess specified , hour limitations. The work performed pursuant to this Agreement is subject to I compliance monitoring and enforcement by the Department of Industrial Relations. 1.2 Registration. Contractor and all subcontractors are not qualified to bid on or be listed in a bid proposal,subject to the requirements of section 4104 of the California Public Contract Code,and shall not engage in the performance of any work under this Agreement,unless currently registered and qualified to perform public work pursuant to section 1725.5 of the California Labor Code. Contractor represents and warrants that it is registered and qualified to perform public work I pursuant to section 1725.5 of the Labor Code and will provide its DIR registration number,along with the registration numbers of any subcontractors as required,to the City. i 1.3 Posting. Contractor shall post at the job site the determination of the DIR director of the prevailing rate of per diem wages together with all job notices that are required by regulations of the DIR. 1.4 Reporting. Contractor and any subcontractors shall keep accurate payroll records in accordance with Section 1776 of the Labor Code and shall furnish the payroll records directly to the Labor Commissioner in accordance with the law. 1.5 Report on Prevailing Rate of Wages. The City has obtained the general prevailing rate ofper diem wages in the vicinity of the project for each type of worker needed,a copy of which is on file at the City of Cupertino City Hall,and shall be made available to any interested party upon request. 1.6 Employment of Apprentices. Contractor's attention is directed to the provisions in Sections 1777.5 and 1777.6 of the Labor Code concerning the employment of apprentices by the Contractor or any subcontractor. It shall be the responsibility of the Contractor to effectuate compliance on the part of itself and any subcontractors with the requirements of said sections in the employment of apprentices. Information relative to apprenticeship standards,wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex-off the Administrator of Apprenticeship,San Francisco,California;or from. the Division of Apprenticeship Standards and its branch officeffs+1+.. l I / 1.7 Penalties. Contractor's attention is directed to provisions in Labor Code Sections 1775 and 1813. In accordance with Labor Code Section 1775,Contractor and subcontractors may be subject to penalties for Contractor's and subcontractors' failure to pay prevailing wage rates. In accordance with Labor Code Section 1813,Contractor or subcontractors may be subject to penalties for Contractor's or subcontractors'failure to pay overtime pay rates for hours worked by workers employed on this project in excess specified hour limitations. 109M.1 f 1 I i i i i