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19-184 Anderson's Tree Care Specialists, Inc., Linda Vista Park Tree Removals CITY OF PUBLIC WORKS CONTRACT [a $60,000 OR LESS CUPERTINO 1. PARTIES This public works contract("Contract")is made and entered into on September 23, 2019 ("Effective Date")by and between the City of Cupertino, a municipal corporation("City"), and Anderson's Tree Care Specialists,Inc. , a Corporation ("Contractor") for Linda Vista Park Tree Removals 2. SCOPE OF WORK Contractor will perform and provide all labor,materials, equipment, supplies,transportation and any other items or work necessary to perform and complete the work required for the Project("Work"), as required in the Scope of Work, attached here and incorporated as Exhibit A, and in accordance with the terms and conditions of this Contract. 3. TIME FOR COMPLETION 3.1 Term. This Contract begins on the Effective Date and ends on June 15, 2020 ("Contract Time")unless terminated earlier as provided herein. Contractor's Work shall begin on the date shown on a written Notice to Proceed("NTP") and must be fully completed within the Contract Time or on the date specifically provided in the Notice to Proceed. The City Engineer will not issue a NTP until the Contract is fully executed by both parties and City has received satisfactory proof of insurance and any performance and payment bonds that may be required. 3.2 Time is of the essence for Contractor's performance and completion of the Work. Contractor must have sufficient time, resources, and qualified staff to deliver the work on time. 3.3 Liquidated damages of$ 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$42,640.00 ("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 Linda Vista Park Tree Removals 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): C-61,D-49 , 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. 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. CHANGE 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; SUCCESSORS 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 I 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(50%)or more of the voting power of the business entity. This Contract is binding on Contractor,its heirs, successors and permitted assigns I Public works Project Linda Vista Park Tree Removals Public Works Contract$60,000/Rev.Jan.02,2019 Page 2 of 11 8. PUBLICITY/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 50 %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 I 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. s i 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 Linda Vista Park Tree Removals Public Works Contract$60,000 Nev.Jan. 02,2019 Page 3 of 11 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council,boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"),through legal counsel acceptable to City, from and against any and all liability, damages, claims, 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 thud-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 1' longer as required by City. City will not execute the Contract until City has approved receipt of 1 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. Public works Project Linda Vista Park Tree Removals Public Works Contract$60,000/Rev.Jan. 02, 2019 Page 4 of 11 13. COMPLIANCE WITH 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 hitp://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 1812, and electronically submit them to the Labor Commissioner as required by the regulations of California, Department of Industrial Relations ("DIR"); j (iv) Comply with DIR 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 a City a penalty $ 2 per worker f q pay tY p a ty of 00.00 p or each day of violation. y (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." i i 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 Linda Vista Park Tree Removals Public Works Contract$60,000/Rev.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 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("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 I, Class Il, 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 Linda Vista Park Tree Removals Public Works Contract$60,000/Rev.Jan. 02,2019 Page 6 of 11 (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 i 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: 3 (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 i 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 Linda Vista Park Tree Removals Public Works Contract$60,000/Rev.Jan. 02, 2019 Page 7 of 11 I 17. PROJECT COORDINATION City Project Manager. City assigns Brian Gathers ,Public Works Supervisor 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 Doug Anderson, President 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. i 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 i 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 Linda Vista Park Tree Removals Public Works Contract$60,000/Rev.Jan. 02, 2019 Page 8 of 11 21. SIGNS/ADVERTISEMENT 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 BENEFICIARIES There are no intended third parry 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 ("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 Project Linda Vista Park Tree Removals Public Works Contract$60,000 Rev.Jan. 02,2019 Page 9 of 11 29. INSERTED 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. COUNTERPARTS 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 Mail,postage prepaid, registered or certified, or the next business day following electronic submission: j To City of Cupertino: To Contractor: 10300 Torre Avenue, Cupertino CA 95014 Anderson's Tree Care,121 N 27th.St.San Jose,CA.95116 Attention: Brian Gathers Attention: Doug Anderson Copy to: Carl Valdez Copy to: Leticia Gutierrez Email: BriangAcupertino.org Email: Douggandersonstreecare.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 I 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 Linda Vista Park Tree Removals Public Works Contract$60,000/Rev.Jan. 02, 2019 Page 10 of 11 IN WITNESS WHEREOF, the parties have caused this Contract to be executed as of the Execution Date first above written. CONTRACTOR Anderson's Tree Care CITY OF CUPERTINO, 121N. 27th. St. San Jose, CA. 95116 a Municipal Corporation Corporation By: By L Roger Lee Title:President Title: Director of Public Works Signature Date: Signature Date: /Z APPROVED AS TO FORM: By: HEATHER M. MINNER Cupertino City Attorney ATTEST: By: GRACE SCHMIDT, City Clerk Public works Project Linda Vista Park Tree Removals Public Works Contract$60,000/Rev.Jan. 02, 2019 Page l l of 1 I Anderson's Tree Care Specialists, Inc. Contingency - Linda Vista Park Tree Removals Proposal Amount $ 38,720.00 Description Contingency Account# 100-84-813-700-702 Proposal Amount Description Account# Proposal Amount Description Account# Unforeseeables/Extras SUBTOTAL $ 38,720.00 Contingency $ 3,920.00 CONTRACT TOTAL $ 42,640.00 PW Supervisor Brian Gathers �� l l • l�;.lQl Carl Valdez-Superintendent Date ♦ ,ands On Tree Care>> ® P DIT D . IT A Tree - are "; Q C, 9 Specialists, Inc. q9F/NDUSfRyp 'r-_�� 121 N 27th St. I San Jose,CA 95116 CONFIDENCE Tel:(408)226-TREE(8733) I Fax:(408)281-8733 I Lic#705171 Proposal #12572 www.andersonstreecare.com Date: 08/20/2019 City of Cupertino. Location: 11000 Linda Vista Dr 10555 Mary Ave ma in:408 777 3343 Cupertino,CA95014 Cupertino,CA95014 mobile: JonathanF@cupertino.org Terms 2019 Linda Vista Park Due on receipt ITEM DESCRIPTION UNIT PRICE 1) Remove Tree(s) -Coast Redwood 1 $160.00 $160.00 Safely remove the tree(s)as close to grade level as practical.Remove resulting debris. Location:Below bathroom right side.No stump removal requested 2) Remove Tree(s) -Monterey Pine 3 $2,860.00 $8,580.00 Safely remove the tree(s)as close to grade level as practical.Remove resulting debris. Location:Below bathroom rights ide.One dead Pine,two live Pines,the two live trees both with active Red Turpentine Beetle infestations.No stump removal requested 3) Remove Tree(s) -Aleppo Pine 2 $1,780.00 $3,560.00 Safely remove the tree(s)as close to grade level as practical.Remove resulting debris. Location:Lower end of pathway right side.Both trees are dead. 4) Stump Grinding(small grinder) -Aleppo Pine 2 $640.00 $1,280.00 Grind stump belowsurface to a depth of 10-12 inches or until woody stump material is removed.Spread excess grindings adjacent to stump site. Location:Lower end of pathway right side 5) Remove Tree(s) -Monterey Pine 3 $3,680.00 $11,040.00 Safely remove the tree(s)as close to grade level as practical.Remove resulting debris. Location:Lower end of pathway left side. 6) Stump Grinding (small grinder) -Monterey Pine 3 $720.00 $2,160.00 Grind stump below surf ace to a depth of 10-12 inches or until woody stump material is removed.Spread excess grindings adjacent to stump site. Location:Lowerend of pathway left side. 7) Remove Tree(s) -White Poplar 1 $2,860.00 $2,860.00 Safely remove the tree(s)as close to grade level as practical.Remove resulting debris. Location:Upper portion of park left side.Two of the four stems are dead. 8) Stump Grinding(small grinder) - Poplar 1 $1,640.00 $1,640.00 Grind stump belowsurface to a depth of 10-12 inches or until woody stump material is AMERICAN SOCIETY of Page lof6 �c 61sc q CONSULTING ARBORISTS removed.Grind all visible surface roots.Spread excess grindings adjacent to stump site. Location:Upper portion of park leftside.Two of the fourstems are dead.There are three extra stumps in the stump and root crown area of this tree. 9) Crane Service- 1 $7,440.00 $7,440.00 Utilize a crane service to safely dismantle the tree. Location: All work will be completed in accordance with these plans unless subsequent SUBTOTAL $38,720.00 changes-are agreed upon in writing.Balances notpaid by the due date are subject to late fees. SALES TAX $0.00 Signature NNN= x Please sign here to accept the terms and conditions AMERICAN SOCIETY of Page 2of6 asc, CONSULTING ARBORISTS t9 ------------------------------------------------------------------------------ Item 1 Item 1 .r. , ------------------------------------------------------------------------------ Fit F - 4 Item 2 Item 2 'A t AMERICAN SOCIETY of Page 3of6 61SC-,,3 CONSULTING ARBORISTS 0 ---------------------------------------------------------------------------------- Item 3 Item 3 v i I �le Item 3 I R Ay- 7.S iv I I AMERICAN SOCIETY of Page 4of6 t asc q CONSULTING ARBORISTS t .L �5 r - fie:. fir- } j�;� � '�•� �.: S r i :. - Syr•. ,,��!t •fit : �. J ---------------------------------------------------------------------------------------------------- Item 7 Item 7 Item 8 1 _ ilk h '7 f Contacts Brian Gathers 408.355.4170 BrianG@cupertino.org AURWA'� �/�� AMERICAN SOCIETY of Page6of6 CONSULTING ARBORISTS PUBLIC WORKS CONSTRUCTION CONTRACTS zzzall Projects - $60,000 Iizszzz°azzce Requirements: Exhibit B 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. MINIMUM SCOPE AND LIMIT OF INSURANCE 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 forpersonal injury,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 coverage/limits specified in this agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b. Additional Insured coverage under Contractor's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance,and shall be at least as broad as ISO CG 20 0104 13 c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability:ISO 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 must provide 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. Professional 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 not design/build). 5. Builder's Risk. Course of Construction insurance utilizing an "All Risk" (Special Perils) coverage form, with lON/A al to the completed value of the project and no coinsurance penalty provisions. if box checked(Project does not involve construction or improvements/installations to property). Insurance Requirements for Construction Contracts-$60,000 Version:Jan. 2019 1 6. Contractors' Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions with limits no less an$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 furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not available,through the addition of both CG 20 10, 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 01 0413 with respect to City,its officers,officials,employees and volunteers,and shall not seek 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 Cancellation 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. Builder'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 elect,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 of Subrogation 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"VII"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 20 38 04 13. 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-year warranty a separate Maintenance Bond is not necessary.If the warranty period specified in the Contract is for longer than one year a Maintenance Bond 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 Re quirements for Construction Contracts-$60,000 Version:Jan. 2019 3 ANDETRE-02 GCHO '4�oRo CERTIFICATE OF LIABILITY INSURANCE DATE(MMI 11.2D/YYYY) 4/16/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0757776 CONTACT Saengdao Vongpanya NAME Santa Barbara,CA-HUB International Insurance Services Inc. PHONE ,Ext):(805 361-1018 FAX PO Box 3310 ) Santa Barbara,CA 93130-3310 E-MAIL saengdao.vongpanya@hubinternational.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:NOVA Casualty Company `{ 42552 INSURED INSURER B:Benchmark Insurance Company tt1 41394 Anderson's Tree Care Specialists,Inc. INSURER C P.O.BOX 2B INSURER D San Jose,CA 95109 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP TR TYPE OF INSURANCE IN SD WVD POLICY NUMBER M DDIYYYY) (MM/DD1YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE [X] OCCUR X X ARBML1000008004 4/1/2019 4/1/2020 DAMAG—PREE To RENTED ence MIS $ 100,000 X PD Ded:$1000/Occur MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JE0 LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO ARBML1000008004 4/1/2019 4/1/2020 BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED Ix NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE ARBUM1000016401 4/1/2019 4/1/2020 AGGREGATE $ 2,000,000 DED X RETENTION$ 10,000 B PER AND EMPLO ERS'LIERS ABIILIIT( Y/N X STATUTE OERH ANY PROPRIETOR/PARTNER/EXECUTIVE X CST5014104 10/812018 10l8I2019 E L EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A 000 (Mandatory in NH) E.L.D 1,000, ISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 '1 ad DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Job Ref:Consultation Contract Agreement-Public Works The City of Cupertino,its City Council,officers,officials,employees,agents,servants,and volunteers are to be covered as additional insured on the General Liability policy with respect to liability arising out of Services performed by or on behalf of Contractor including materials,parts,or equipment furnished,per attached form(s)AGL01351117 as required by written contract. For any claims related to this Project,Contractor's insurance coverage shall be Primary and Non-Contributory with respect to City,its officers,employees and volunteers,and shall not seek contribution from City's insurance,per attached form(s)AGL01351117. Per Project Aggregate applies under the General Liability Policy,per the attached form(s)AGL03801110. SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:ANDETRE-02 GCHO LOC#: 1 ACORV" ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License#0757776 NAMED INSURED Santa Barbara,CA-HUB International Insurance Services Inc. Anderson's Tree Care Specialists,Inc. P.O.Box 2B POLICY NUMBER San Jose,CA 95109 SEE PAGE 1 CARRIER NAIC CODE EE PAGE 1 SEE P 1 I EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: The Worker's 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, per the attached form(s)WC040306. Note:This certificate replaces and voids the certificate previously issued on 03119/2019. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER:ARB—ML-10000080-04 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed operations Blanket as required by written contract . Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III —Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage"caused, in whole or in part, by "your work" at the location designated and required by a contract or agreement, the most we described in the Schedule of this endorsement will pay on behalf of the additional insured is the performed for that additional insured and amount of insurance: included in the "products-completed operations 1. Required by the contract or agreement;or hazard". 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted by This endorsement shall not increase the applicable law;and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 INSURED Policy Number:ARBML1000008004 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) AGGREGATE LIMIT AND TOTAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE The following is added to the Limits of Insurance shown in the Declarations: Designated Construction Project Aggregate Limit $ 1, 000, 000 (Other Than Products-Completed Operations) Total Aggregate Limit $ 5, 000, 000 (Other Than Products-Completed Operations) Designated Construction Project s : (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences"under SECTION I—COVERAGE A, and for all medical expenses caused by accidents under SECTION I — COVERAGE C, which can be solely attributed to operations at a single designated construction project shown in the Schedule above: 1. The Designated Construction Project Aggregate Limit as shown in the above Schedule is the most we will pay for each construction project designated in the Schedule above. 2. The Designated Construction Project Aggregate Limit is the most we will pay for the sum of all damages shown in the above Schedule under COVERAGE A, except damages because of "bodily injury" or"property damage" included in the"products-completed operations hazard", and for medical expenses under COVERAGE C regardless of the number of: a. Insureds; b. Claims made or"suits"brought; c. Persons or organizations making claims or bringing"suits"; or d. Designated construction projects shown in the Schedule above. 3. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the Designated Construction Project Aggregate Limit for that designated construction project. The Designated Construction Project Aggregate is subject to the Total Aggregate. However, such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce the Designated Construction Project Aggregate Limit for any other designated construction project shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project Aggregate Limit. AGL03801110 Includes copyright material of Insurance Services Office,Inc. Page 1 of 2 with Its permission. Policy Number:ARBML1000008004 COMMERCIAL GENERAL LIABILITY B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences"under SECTION I—COVERAGE A,and for all medical expenses caused by accidents under SECTION I — COVERAGE C, which cannot be solely attributed to operations at a single designated construction project shown in the Schedule above: 1. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products- Completed Operations Aggregate Limit,whichever is applicable; and 2. Such payments shall not reduce any Designated Construction Project Aggregate Limit. C. The Total Aggregate Limit shown in the Schedule above is the most we will pay for all payments made under the Designated Project Aggregate Limit for all designated projects and all payments made under the General Aggregate. This includes: 1. Damages under COVERAGE A except damages because of"bodily injury"or"property damage" included in the"products-completed operations hazard' 2. Damages under COVERAGE B;and 3. Medical Expenses under COVERAGE C. D. When coverage for liability arising out of the"products-completed operations hazard"is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard"will reduce the Products-Completed Operations Aggregate Limit, and will not reduce the General Aggregate Limit or the Designated Construction Project Aggregate Limit. E. Any payments made for damages because of"personal and advertising injury"sustained by any one person or organization under COVERAGE B, remain subject to the Personal And Advertising Injury Limit and do not apply to the Designated Construction Project Aggregate Limit. Such payments shall reduce the General Aggregate Limit and the Total Aggregate Limit. F. Any payments made for damages or medical expenses to which the Designated Construction Project Aggregate Limit applies shall reduce both the Total Aggregate Limit shown in the Schedule above and the Designated Construction Project Aggregate Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit nor shall they reduce the Designated Construction Project Aggregate Limit for any other designated construction project shown in the Schedule above,subject to the Total Aggregate. G. Any payments made for damages or medical expenses to which the General Aggregate Limit applies shall reduce both the Total Aggregate Limit shown in the Schedule above and the General Aggregate Limit shown in the Declarations. Such payments shall not reduce the Designated Construction Project Aggregate Limit for any designated construction project shown in the Schedule above. H. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables,the project will still be deemed to be the same construction project. i' I. The provisions of SECTION III — LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. i 1 I a l All other terms and conditions of the policy remain unchanged. J 1 i AGL03801110 Includes copyright material of Insurance Services Office,Inc. Page 2 of 2 with its permission. Policy Number:ARBML1000008004 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTRA ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. SECTION I — COVERAGES, COVERAGE A— BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended as follows: 1. EXPECTED OR INTENDED INJURY EXTENSION Paragraph a. Expected Or Intended Injury is deleted and replaced by the following: a. "Bodily Injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 2. NON-OWNED WATERCRAFT EXTENSION Subparagraph(2)of g.Aircraft,Auto Or Watercraft is deleted and replaced by the following: (2) A watercraft you do not own that is: a. Less than 52 feet long; and b. Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary,excess,or contingent. 3. PROPERTY SOLD OR ABANDONED BY YOU Subparagraph(2)of j.Damage To Property is deleted and replaced by the following: (2) Premises you sell, give away, or abandon, if the "property damage" arises out of any part of those premises, and occurred from hazards that were known by you or should have reasonably been known by you at the time the property was sold, given away or abandoned. 4. The last paragraph of 2.Exclusions is deleted and replaced by the following: Exclusions c.through n. do not apply to damage to premises while rented to you, or temporarily occupied by you with the permission of the owner, when the damage is caused by fire, lightning, explosion, smoke or leaks from automatic fire protective systems. A separate limit of insurance applies to this coverage as described in SECTION III—LIMITS OF INSURANCE. B. ADDITIONAL INSUREDS 1. SECTION II —WHO IS AN INSURED is amended to include, as an additional insured, any person(s) or organization(s) for whom a written contract or written agreement between you and such person(s) or organization(s) exists and requires such person(s) or organizations(s)to be added as an additional insured to your Policy, but only for liability arising out of "bodily injury", "property damage", or "personal and advertising injury". a. This endorsement applies only if the written contract or written agreement is: (1) Currently in effect or becomes effective during the term of this Policy;and (2) Executed prior to the"bodily injury","property damage",or"personal and advertising injury'. b. The insurance afforded to such additional insured only: (1) Applies to the extent permitted by law;and (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2. The insurance provided to the additional insured by this endorsement applies as follows: a. The person(s) or organization(s) is an additional insured but only for liability caused in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with premises owned by or rented to you; or (2) In the performance of your ongoing operations. AGLO1351117 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 4 with its permission. INSURED Policy Number:ARBML1000008004 COMMERCIAL GENERAL LIABILITY b. If the additional insured is an architect, engineer, or surveyor, this insurance does not apply to "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of or failure to render any professional services including: (1) The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys,change orders, designs or specifications; or (2) Supervisory,inspection,or engineering services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by that insured, if the'occurrence" which caused the"bodily injury"or"property damage", or the offense which caused the"personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. c. If the additional insured is a lessor of equipment,this insurance only applies to liability caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such additional insured and does not apply to any"occurrence"which takes place after the equipment lease expires. d. If the additional insured is a state or governmental agency or political subdivision and has issued a permit in connection with premises you own, rent, or control, this insurance applies only with respect to the following hazards for which the state or political subdivision has issued such permit: (1) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings,sidewalk vaults,street banners,or decoration and similar exposures; (2) The construction, erection, or removal of elevators;or (3) The ownership, maintenance,or use of any elevators covered by this insurance. e. If the additional insured is a state or governmental agency or political subdivision that has issued a permit or authorization with respect to operations performed by you or on your behalf, then this insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or"bodily injury", or"property damage"included within the"products-completed operations hazard". f. If the additional insured is a manager or lessor of insured premises, that person or organization is an additional insured only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. This insurance does not apply to: (1) Any"occurrence"that takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor of insured premises. g. If the additional insured is a grantor of a franchise,that person(s)or organization(s)is only an additional insured with respect to liability as grantor of a franchise to you. In. If the additional insured is an owner or has some other interest in land that has been leased to you,that person(s) or organization(s) is only an additional insured with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you. This insurance does not apply to.- (1) Any"occurrence"that takes place after you cease to lease that land; (2) Structural alterations, new construction or demolition operations performed by or on behalf of the owner or other interest from whom land has been leased. L If the additional insured is a mortgagee, assignee, or receiver,that person(s) or organization(s) is only an additional insured with respect to their liability as such and arising out of the ownership,maintenance or use of the premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for that mortgagee,assignee,or receiver. j. If the additional insured has a controlling interest, that person(s) or organization(s) is an additional insured but only for their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy those premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that controlling interest. k. If the additional insured is a vendor, that person(s) or organization(s) is only an additional insured with respect to "bodily injury" or"property damage" arising out of"your products"which are distributed or AGLO1351117 Includes copyrighted material of Insurance Services Office,Inc., Page 2 of 4 with its permission. INSURED Policy Number:ARBML1000008004 COMMERCIAL GENERAL LIABILITY sold in the regular course of the vendor's business, but only if this Policy provides coverage for"bodily injury"or"property damage"included within the"products-completed operations hazard". (1) This insurance afforded to the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked under the instructions of the manufacturer for the sole purpose of inspection, demonstration, testing or the substitution of parts and then repackaged in the original container; (e) Any failure by the vendor to make inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of"your products"; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of"your products"; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury"or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in subparagraphs(d)or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of"your products". (2) This insurance does not apply to any insured person or organization,from whom you have acquired such products, or any ingredient, part or container,entering into, accompanying or containing such products. 3. With respect to the insurance afforded to an additional insured as provided in Paragraphs B.I.and B.2.above, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contractor agreement;or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. With respect to the insurance afforded to an additional insured as provided in paragraphs B.I.and B.2.above, this insurance shall not increase the applicable Limits of Insurance shown in the Declarations. If an Additional Insured endorsement is attached to this Policy that specifically names a person or organization as an insured, then the above Paragraph B. ADDITIONAL INSUREDS does not apply to such person(s) or organization(s). 4. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance, is amended to include: As respects the coverage provided by this endorsement, regardless of whether other insurance is available to an additional insured on a primary basis, this insurance will be primary and noncontributory if a written contract between you and the additional insured specifically requires that this insurance be primary and noncontributory. C. SECTION II—WHO IS AN INSURED is amended as follows: BROADENED NAMED INSURED Paragraph 3.is deleted and replaced by the following: 3. Any business entity organized under the laws of the United States of America (including any state thereof, its territories or possessions), or Canada (including any province thereof) will qualify as a Named Insured if there is no similar insurance available to that business entity, provided that one or more Named Insureds shown in the Declarations have, at the inception of the policy period, an ownership interest in such business entity of more than 50%. However, if a Named Insured has an ownership interest in a business entity of more than 50%,the business entity will not be a Named Insured if such business entity is an insured under any other liability policy or would be an insured under such policy but for its termination or the exhaustion AGLO1351117 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 4 with its permission. INSURED Policy Number: ARBML1000008004 COMMERCIAL GENERAL LIABILITY of its Limit of Insurance. D. Paragraph 6.of SECTION III—LIMITS OF INSURANCE is deleted and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under SECTION I—COVERAGES, COVERAGE A for damages because of"property damage'to any one premises while rented to you, or temporarily occupied by you with permission of the owner, when the damage is caused by fire,lightning,explosion, smoke,or leaks from automatic fire protective systems. E. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS are amended as follows: 1. KNOWLEDGE AND NOTICE OF OCCURRENCE,OFFENSE,CLAIM OR SUIT The notification requirements of Paragraphs 2.a. and 2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit apply only when the"occurrence",offense, claim or"suit'is known to: a. You, if you are an individual; b. A partner or member if you are a partnership or joint venture; c. An officer or director if you are an entity other than a partnership, joint venture or limited liability company; d. A member or manager if you are a limited liability company;or e. An insurance manager, risk manager or other"employee'you designate prior to loss to give notice to us. Knowledge of an 'occurrence', offense, claim, or "suit" by your agent, servant or "employee' shall not in and of itself constitute knowledge by you unless an individual in one of the positions listed above has actual knowledge. 2. FAILURE TO DISCLOSE HAZARDS The following is added to Paragraph 6.Representations: If you unintentionally failed to disclose all hazards or prior 'occurrences" existing at the inception of this Policy, but reported such error or omission to us as soon as practicable after discovery, then we will not deny coverage under this Coverage Part because of such failure. This provision does not affect our right to collect any additional premium or exercise our right of cancellation or non-renewal. 3. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to paragraph 8.Transfer Of Rights of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization when such waiver is required by a written contract that you have agreed to prior to any"occurrence", "suit'or the offense which caused the "bodily injury","property damage'or"personal and advertising injury', provided that the"occurrence',"suit'or the offense which caused the"bodily injury","property damage"or"personal and advertising injury'arises out of operations contemplated by such contract.The waiver applies only to the person or organization designated in such contract. F. SECTION V—DEFINITIONS is amended as follows: 1. BODILY INJURY The definition of"bodily injury'in Paragraph 3.is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 2. PERSONAL AND ADVERTISING INJURY The definition of "personal and advertising injury' in Paragraph 14.b. is deleted and replaced by the following: Abuse of process;and malicious prosecution; All other terms and conditions of the policy remain unchanged. AGLO1351117 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 4 with its permission. INSURED Policy Number ARBUM1000016401 COMMERCIAL LIABILITY UMBRELLA CU 00 01 0413 COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM Various provisions in this policy restrict coverage. No other obligation or liability to pay sums or Read the entire policy carefully to determine rights, perform acts or services is covered unless duties and what is and is not covered. explicitly provided for under Supplementary Throughout this policy the words "you" and "your" Payments —Coverages A and B. refer to the Named Insured shown in the Declarations, b. This insurance applies to "bodily injury" or and any other person or organization qualifying as a "property damage" that is subject to an Named Insured under this policy. The words 'We", "us" applicable "retained limit". If any other limit, and 'our" refer to the company providing this such as a sublimit, is specified in the insurance. "underlying insurance", this insurance does not The word "insured" means any person or organization apply to "bodily injury" or "property damage" qualifying as such under Section II — Who Is An arising out of that exposure unless that limit is Insured. specified in the Declarations under the Other words and phrases that appear in quotation Schedule of "underlying insurance". marks have special meaning. Refer to Section V — c. This insurance applies to "bodily injury" and Definitions. "property damage"only if: SECTION I —COVERAGES (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place COVERAGE A—BODILY INJURY AND PROPERTY in the "coverage territory'; DAMAGE LIABILITY 2 The "bodily ' 1. Insuring Agreement ( ) Y injury"Y or property damage" occurs during the policy period; and a. We will pay on behalf of the insured the (3) Prior to the policy period, no insured listed "ultimate net loss" in excess of the "retained under Paragraph 1.a. of Section II —Who Is limit' because of bodily injury" or property An Insured and no "employee" authorized damage" to which this insurance applies. We by you to give or receive notice of an will have the right and duty to defend the "occurrence"or claim, knew that the "bodily insured against any "suit seeking damages for injury" or "property damage" had occurred, such "bodily injury" or property damage" when in whole or in part. If such a listed insured the "underlying insurance' does not provide or authorized "employee" knew, prior to the coverage or the limits of "underlying insurance' policy period, that the "bodily injury" or have been exhausted. When we have no duty "property damage" occurred, then any to defend, we will have the right to defend, or continuation, change or resumption of such to participate in the defense of, the insured "bodily injury" or "property damage" during against any other "suit" seeking damages to or after the policy period will be deemed to which this insurance may apply. However, we have been known prior to the policy period. will have no duty to defend the insured against any "suit" seeking damages for "bodily injury"or d. "Bodily injury" or "property damage" which "property damage" to which this insurance occurs during the policy period and was not, does not apply. At our discretion, we may prior to the policy period, known to have investigate any "occurrence" that may involve occurred by any insured listed under this insurance and settle any resultant claim or Paragraph 1.a. of Section II — Who Is An "suit" for which we have the duty to defend. Insured or any"employee"authorized by you to But: give or receive notice of an "occurrence" or claim, includes any continuation, change or (1) The amount we will pay for the "ultimate net resumption of that "bodily injury" or "property loss" is limited as described in Section III — damage"after the end of the policy period. Limits Of Insurance;and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages Aor B. CU 00 01 0413 ©Insurance Services Office, Inc., 2012 Page 1 of 18 INSURED e. "Bodily injury" or "property damage" will be (b) Such attorneys' fees and litigation deemed to have been known to have occurred expenses are for defense of that party at the earliest time when any insured listed against a civil or alternative dispute under Paragraph 1.a. of Section II —Who Is An resolution proceeding in which damages Insured or any "employee"authorized by you to to which this insurance applies are give or receive notice of an "occurrence" or alleged. claim: c. Liquor Liability (1) Reports all, or any part, of the "bodily injury" 'Bodily injury" or "property damage" for which or "property damage" to us or any other any insured may be held liable by reason of: insurer; (1) Causing or contributing to the intoxication (2) Receives a written or verbal demand or of any person; claim for damages because of the "bodily injury"or "property damage';or (2) The furnishing of alcoholic beverages to a person under the legal drinking age or (3) Becomes aware by any other means that under the influence of alcohol;or "bodily injury" or "property damage" has occurred or has begun to occur. (3) Any statute,ordinance or regulation relating to the sale, gift, distribution or use of f. Damages because of "bodily injury" include alcoholic beverages. damages claimed by any person or organization for care, loss of services or death This exclusion applies even if the claims resulting at any time from the"bodily injury". against any insured allege negligence or other wrongdoing in: 2. Exclusions (a) The supervision, hiring, employment, This insurance does not apply to: training or monitoring of others by that a. Expected Or Intended Injury insured; or "Bodily injury" or "property damage" expected (b) Providing or failing to provide or intended from the standpoint of the insured. transportation with respect to any This exclusion does not apply to "bodily injury" person that may be under the influence resulting from the use of reasonable force to of alcohol; protect persons or property. if the "occurrence" which caused the "bodily b. Contractual Liability injury" or "property damage" involved that "Bodily injury" or "property damage" for which which is described in Paragraph (1), (2) or (3) the insured is obligated to pay damages by above. reason of the assumption of liability in a However, this exclusion applies only if you are contract or agreement. This exclusion does not in the business of manufacturing, distributing, apply to liability for damages: selling, serving or furnishing alcoholic (1) That the insured would have in the absence beverages. For the purposes of this exclusion, of the contract or agreement; or permitting a person to bring alcoholic beverages on your premises, for consumption (2) Assumed in a contract or agreement that is on your premises, whether or not a fee is an "insured contract", provided the "bodily charged or a license is required for such injury" or "property damage" occurs activity, is not by itself considered the business subsequent to the execution of the contract of selling, serving or furnishing alcoholic or agreement. Solely for the purposes of beverages. liability assumed in an "insured contract", This exclusion does not apply to the extent that reasonable attorneys' fees and necessary valid "underlying insurance" for the liquor litigation expenses incurred by or for a liability risks described above exists or would party other than an insured are deemed to have existed but for the exhaustion of be damages because of "bodily injury" or underlying limits for "bodily injury" and "property damage", provided: "property damage". To the extent this exclusion (a) Liability to such party for, or for the cost does not apply, the insurance provided under of, that party's defense has also been this Coverage Part for the liquor liability risks assumed in the same "insured contract"; described above will follow the same and provisions, exclusions and limitations that are contained in the applicable "underlying insurance", unless otherwise directed by this insurance. Page 2 of 18 ©Insurance Services Office, Inc., 2012 CU 00 010413 INSURED d. Workers' Compensation And Similar Laws This exclusion does not apply to the extent that Any obligation of the insured under a workers' valid "underlying insurance" for the employer's compensation, disability benefits or liability risks described above exists or would unemployment compensation law or any similar have existed but for the exhaustion of law. underlying limits for "bodily injury". To the extent this exclusion does not apply, the e. ERISA insurance provided under this Coverage Part Any obligation of the insured under the for the employer's liability risks described Employee Retirement Income Security Act of above will follow the same provisions, 1974 (ERISA), and any amendments thereto or exclusions and limitations that are contained in any similar federal, state or local statute. the applicable "underlying insurance", unless f. Auto Coverages otherwise directed by this insurance. 1 "Bodily injury" or "property dama e"arising h. Employment-related Practices ( ) Y 9 9 out of the ownership, maintenance or use "Bodily injury"to: of any "auto" which is not a "covered auto'; (1) A person arising out of any: or (2) Any loss, cost or expense payable under or (a) Refusal to employ that person; resulting from any first-party physical (b) Termination of that person's damage coverage; no-fault law; personal employment; or injury protection or auto medical payments (c) Employment-related practices, policies, coverage; or uninsured or underinsured acts or omissions, such as coercion, motorist law. demotion, evaluation, reassignment, g. Employer's Liability discipline, defamation, harassment, humiliation, discrimination or malicious "Bodily injury"to: prosecution directed at that person; or (1) An "employee" of the insured arising out of (2) The spouse, child, parent, brother or sister and in the course of: of that person as a consequence of "bodily (a) Employment by the insured; or injury" to that person at whom any of the (b) Performing duties related to the conduct employment-related practices described in of the insured's business; or Paragraph (a), (b), or (c)above is directed. (2) The spouse, child, parent, brother or sister This exclusion applies whether the injury- of that "employee" as a consequence of causing event described in Paragraph (a), (b) Paragraph (1)above. or(c) above occurs before employment, during employment or after employment of that This exclusion applies whether the insured may person. be liable as an employer or in any other This exclusion applies whether the insured may capacity, and to any obligation to share be liable as an employer or in any other damages with or repay someone else who must capacity, and to any obligation to share pay damages because of the injury. damages with or repay someone else who must This exclusion does not apply to liability pay damages because of the injury. assumed by the insured under an "insured pollution i. contract". With respect to injury arising out of a "covered (1) "Bodily injury" or "property damage" which auto", this exclusion does not apply to "bodily would not have occurred in whole or part injury" to domestic "employees" not entitled to but for the actual, alleged or threatened workers' compensation benefits. For the discharge, dispersal, seepage, migration, purposes of this insurance, a domestic release or escape of "pollutants"at any time; "employee" is a person engaged in household or or domestic work performed principally in (2) "Pollution cost or expense". connection with a residence premises. CU 00 01 0413 © Insurance Services Office, Inc., 2012 Page 3 of 18 INSURED This exclusion does not apply if valid (5) Aircraft that is: "underlying insurance" for the pollution liability (a) Chartered by, loaned to, or hired by you risks described above exists or would have with a paid crew;and existed but for the exhaustion of underlying (b) Not owned by any insured. limits for "bodily injury" and "property damage". To the extent this exclusion does not apply, the k. Racing Activities insurance provided under this Coverage Part "Bodily injury" or "property damage"arising out for the pollution risks described above will of the use of "mobile equipment" or "autos" in, follow the same provisions, exclusions and or while in practice for,or while being prepared limitations that are contained in the applicable for, any prearranged professional or organized "underlying insurance", unless otherwise racing, speed, demolition, or stunting activity directed by this insurance. or contest. j. Aircraft Or Watercraft I. War "Bodily injury" or "property damage"arising out "Bodily injury" or "property damage", however of the ownership, maintenance, use or caused, arising, directly or indirectly, out of: entrustment to others of any aircraft or watercraft owned or operated by or rented or (1) War, including undeclared or civil war; loaned to any insured. Use includes operation (2) Warlike action by a military force, including and "loading or unloading". action in hindering or defending against an This exclusion applies even if the claims actual or expected attack, by any against any insured allege negligence or other government, sovereign or other authority wrongdoing in the supervision, hiring, using military personnel or other agents; or employment, training or monitoring of others (3) Insurrection, rebellion, revolution, usurped by that insured, if the "occurrence" which power, or action taken by governmental caused the "bodily injury"or "property damage" authority in hindering or defending against involved the ownership, maintenance, use or any of these. entrustment to others of any aircraft or m. Damage To Property watercraft that is owned or operated by or rented or loaned to any insured. "Property damage"to: This exclusion does not apply to: (1) Property: (1) A watercraft while ashore on premises you (a) You own, rent, or occupy, including any own or rent; costs or expenses incurred by you, or (2) A watercraft you do not own that is: any other person, organization or entity, for repair, replacement, enhancement, (a) Less than 50 feet long; and restoration or maintenance of such (b) Not being used to carry persons or property for any reason, including property for a charge; prevention of injury to a person or (3) Liability assumed under any "insured damage to another's property; or contract"for the ownership, maintenance or (b) Owned or transported by the insured use of aircraft or watercraft; and arising out of the ownership, maintenance or use of a"covered auto". (4) The extent that valid "underlying insurance" for the aircraft or watercraft liability risks (2) Premises you sell, give away or abandon, if described above exists or would have the "property damage" arises out of any part existed but for the exhaustion of underlying of those premises; limits for "bodily injury" or "property (3) Property loaned to you; damage". To the extent this exclusion does (4) Personal property in the care, custody or not apply,the insurance provided under this control of the insured; Coverage Part for the aircraft or watercraft risks described above will follow the same (5) That particular part of real property on provisions, exclusions and limitations that which you or any contractors or are contained in the "underlying insurance", subcontractors working directly or indirectly unless otherwise directed by this insurance; on your behalf are performing operations, if or the "property damage" arises out of those operations;or Page 4 of 18 © Insurance Services Office, Inc., 2012 CU 00 010413 INSURED (6) That particular part of any property that (3) "Impaired property"; must be restored, repaired or replaced if such product, work, or property is withdrawn because "your work" was incorrectly or recalled from the market or from use by any performed on it. person or organization because of a known or Paragraph (2) of this exclusion does not apply suspected defect, deficiency, inadequacy or if the premises are "your work"and were never dangerous condition in it. occupied, rented or held for rental by you. r. Personal And Advertising Injury Paragraphs (1)(b), (3), (4), (5) and (6) of this "Bodilyinjury" arising out of exclusion do not apply to liability assumed y 9 "personal and advertising injury". under a sidetrack agreement. s. Professional Services Paragraphs (3) and (4)of this exclusion do not apply to liability assumed under a written Trailer "Bodily injury" or "property damage" due to Interchange agreement. rendering of or failure to render any Paragraph (6) of this exclusion does not apply professional service. This includes but is notlimited to: to "property damage"included in the "products completed operations hazard". (1) Legal, accounting or advertising services; n. Damage To Your Product (2) Preparing, approving, or failing to prepare "Property damage"to "your product"arising out or approve, maps, shop drawings, opinions, reports, surveys, field orders, of it or any part of it. change orders or drawings or o. Damage To Your Work specifications; "Property damage"to 'your work"arising out of (3) Inspection, supervision, quality control, it or any part of it and included in the architectural or engineering activities done "products-completed operations hazard". by or for you on a project on which you This exclusion does not apply if the damaged serve as construction manager; work or the work out of which the damage (4) Engineering services, including related arises was performed on your behalf by a supervisory or inspection services; subcontractor. (5) Medical, surgical, dental, X-ray or nursing p. Damage To Impaired Property Or Property Not services treatment, advice or instruction; Physically Injured (6) Any health or therapeutic service treatment, "Property damage" to "impaired property" or advice or instruction; property that has not been physically injured, arising out of: (� Any service,treatment, advice or instruction for the purpose of appearance or skin (1) A defect, deficiency, inadequacy or enhancement, hair removal or replacement, dangerous condition in "your product" or or personal grooming or therapy; "your work"; or (8) Any service,treatment, advice or instruction (2) A delay or failure by you or anyone acting relating to physical fitness, including on your behalf to perform a contract or service, treatment, advice or instruction in agreement in accordance with its terms. connection with diet, cardiovascular fitness, This exclusion does not apply to the loss of bodybuilding or physical training programs; use of other property arising out of sudden (9) Optometry or optical or hearing aid services and accidental physical injury to "your product" including the prescribing, preparation, or "your work" after it has been put to its fitting, demonstration or distribution of intended use. ophthalmic lenses and similar products or q. Recall Of Products, Work Or Impaired Property hearing aid devices; Damages claimed for any loss, cost or expense (10) Body piercing services; incurred by you or others for the loss of use, (11) Services in the practice of pharmacy; withdrawal, recall, inspection, repair, (12) Law enforcement or firefighting services; replacement, adjustment, removal or disposal and of: (13) Handling, embalming, disposal, burial, (1) "Your product'; cremation or disinterment of dead bodies. (2) 'Your work'; or CU 00 01 0413 © Insurance Services Office, Inc., 2012 Page 5 of 18 INSURED This exclusion applies even if the claims COVERAGE B—PERSONAL AND ADVERTISING against any insured allege negligence or other INJURY LIABILITY wrongdoing in the supervision, hiring, 1. Insuring Agreement employment, training or monitoring of others a. We will pay on behalf of the insured the by that insured, if the "occurrence' which "ultimate net loss" in excess of the "retained caused the "bodily injury"or "property damage", limit" because of "personal and advertising involved the rendering of or failure to render any professional service. injury"to which this insurance applies. We will have the right and duty to defend the insured t. Electronic Data against any "suit" seeking damages for such Damages arising out of the loss of, loss of use "personal and advertising injury" when the of, damage to, corruption of, inability to access "underlying insurance" does not provide or inability to manipulate electronic data. coverage or the limits of "underlying insurance" However, this exclusion does not apply to have been exhausted. When we have no duty liability for damages because of"bodily injury". to defend, we will have the right to defend, or to participate in the defense of, the insured As used in this exclusion, electronic data against any other "suit" seeking damages to means information, facts or programs stored as which this insurance may apply. However, we or on, created or used on, or transmitted to or will have no duty to defend the insured against from computer software, including systems and any "suit" seeking damages for "personal and applications software, hard or floppy disks, advertising injury"to which this insurance does CD-ROMs, tapes, drives, cells, data processing not apply. At our discretion, we may investigate devices or any other media which are used with any offense that may involve this insurance and electronically controlled equipment. settle any resultant claim or "suit"for which we This exclusion does not apply if valid have the duty to defend. But: "underlying insurance" for the electronic data (1) The amount we will pay for the "ultimate net risks described above exists or would have loss" is limited as described in Section III — existed but for the exhaustion of underlying Limits Of Insurance;and limits for "bodily injury"and "property damage". (2) Our right and duty to defend end when we The insurance provided under this Coverage have used up the applicable limit of Part will follow the same provisions, exclusions insurance in the payment of judgments or and limitations that are contained in the applicable "underlying insurance", unless settlements under Coverages Aor B. otherwise directed by this insurance. No other obligation or liability to pay sums or u. Recording And Distribution Of Material Or perform acts or services is covered unless Information In Violation Of Law explicitly provided for under Supplementary Payments —Coverages A and B. "Bodily injury" or "property damage" arising b, This insurance applies to "personal and directly or indirectly out of any action or advertising injury" that is subject to an omission that violates or is alleged to violate: applicable "retained limit". If any other limit, (1) The Telephone Consumer Protection Act such as a sublimit, is specified in the (TCPA), including any amendment of or "underlying insurance", this insurance does not addition to such law; apply to "personal and advertising injury" (2) The CAN-SPAM Act of 2003, including any arising out of that exposure unless that limit is amendment of or addition to such law; specified in the Declarations under the (3) The Fair Credit Reporting Act (FCRA), and Schedule of "underlying insurance". any amendment of or addition to such law, c. This insurance applies to "personal and including the Fair and Accurate Credit advertising injury"caused by an offense arising Transactions Act (FACTA);or out of your business but only if the offense was (4) Any federal, state or local statute, ordinance committed in the "coverage territory"during the or regulation, other than the TCPA, CAN- policy period. SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Page 6 of 18 ©Insurance Services Office, Inc., 2012 CU 00 01 0413 INSURED 2. Exclusions (9) Infringement Of Copyright, Patent, This insurance does not apply to: Trademark Or Trade Secret a. "Personal and advertising injury": Arising out of the infringement of copyright, patent, trademark, trade secret or other (1) Knowing Violation Of Rights Of Another intellectual property rights. Under this Caused by or at the direction of the insured exclusion, such other intellectual property with the knowledge that the act would rights do not include the use of another's violate the rights of another and would advertising idea in your "advertisement". inflict "personal and advertising injury". However, this exclusion does not apply to (2) Material Published With Knowledge Of infringement, in your "advertisement", of Falsity copyright, trade dress or slogan. Arising out of oral or written publication, in (10) Insureds In Media And Internet Type any manner, of material, if done by or at the Businesses direction of the insured with knowledge of Committed by an insured whose business its falsity. is: (3) Material Published Prior To Policy Period (a) Advertising, broadcasting, publishing or Arising out of oral or written publication, in telecasting; any manner, of material whose first (b) Designing or determining content of web publication took place before the beginning sites for others;or of the policy period. (c) An Internet search, access, content or (4) Criminal Acts service provider. Arising out of a criminal act committed by or However, this exclusion does not apply to at the direction of the insured. Paragraphs 14.a., b.and c. of "personal and (5) Contractual Liability advertising injury" under the Definitions For which the insured has assumed liability section. in a contract or agreement. This exclusion For the purposes of this exclusion, the does not apply to: placing of frames, borders or links, or (a) Liability for damages that the insured advertising, for you or others anywhere on would have in the absence of the the Internet, is not by itself, considered the contract or agreement. business of advertising, broadcasting, publishing or telecasting. (b) Liability for false arrest, detention or imprisonment assumed in a contract or (11) Electronic Chatrooms Or Bulletin Boards agreement. Arising out of an electronic chatroom or (6) Breach Of Contract bulletin board the insured hosts, owns, or over which the insured exercises control. Arising out of a breach of contract, except an implied contract to use another's (12) Unauthorized Use Of Another's Name Or advertising idea in your "advertisement". product (7) Quality Or Performance Of Goods—Failure Arising out of the unauthorized use of To Conform To Statements another's name or product in your e-mail address, domain name or metatag, or any Arising out of the failure of goods, products other similar tactics to mislead another's or services to conform with any statement potential customers. of quality or performance made in your (13) Pollution "advertisement". (8) Wrong Description Of Prices Arising out of the actual, alleged or threatened discharge, dispersal, seepage, Arising out of the wrong description of the migration, release or escape of "pollutants" price of goods, products or services stated at any time. in your "advertisement". CU 00 01 0413 ©Insurance Services Office, Inc., 2012 Page 7 of 18 INSURED (14) Employment-related Practices (f) Any health or therapeutic service To: treatment, advice or instruction; (a) A person arising out of any: (g) Any service, treatment, advice or instruction for the purpose of (i) Refusal to employ that person; appearance or skin enhancement, hair (ii) Termination of that person's removal or replacement, or personal employment;or grooming or therapy; (iii) Employment-related practices, (h) Any service, treatment, advice or policies, acts or omissions, such as instruction relating to physical fitness, coercion, demotion, evaluation, including service, treatment, advice or reassignment, discipline, defamation, instruction in connection with diet, harassment, humiliation, cardiovascular fitness, bodybuilding or discrimination or malicious physical training programs; prosecution directed at that person; (i) Optometry or optical or hearing aid or services including the prescribing, (b) The spouse, child, parent, brother or preparation, fitting, demonstration or sister of that person as a consequence distribution of ophthalmic lenses and of "personal and advertising injury" to similar products or hearing aid devices; that person at whom any of the (j) Body piercing services; employment-related practices described (k) Services in the practice of pharmacy; in Paragraph (i), (ii) or (iii) above is directed. (1) Law enforcement or firefighting services; This exclusion applies whether the injury- and causing event described in Paragraph (i), (m) Handling, embalming, disposal, burial, (ii) or (iii) above occurs before employment, cremation or disinterment of dead during employment or after employment of bodies. that person. This exclusion applies even if the claims This exclusion applies whether the insured against any insured allege negligence or may be liable as an employer or in any other other wrongdoing in the supervision, hiring, capacity, and to any obligation to share employment, training or monitoring of damages with or repay someone else who others by that insured, if the offense which must pay damages because of the injury. caused the "personal and advertising (15) Professional Services injury", involved the rendering of or failure to render any professional service. Arising out of the rendering of or failure to (16) War render any professional service. This includes but is not limited to: However caused, arising, directly or (a) Legal, accounting or advertising indirectly, out of: services; (a) War, including undeclared or civil war; (b) Preparing, approving, or failing to (b) Warlike action by a military force, prepare or approve, maps, shop including action in hindering or drawings, opinions, reports, surveys, defending against an actual or expected field orders, change orders or drawings attack, by any government, sovereign or or specifications; other authority using military personnel (c) Inspection, supervision, quality control, or other agents;or architectural or engineering activities (c) Insurrection, rebellion, revolution, done by or for you on a project on usurped power, or action taken by which you serve as construction governmental authority in hindering or manager; defending against any of these. (d) Engineering services, including related supervisory or inspection services; (e) Medical, surgical, dental, X-ray or nursing services treatment, advice or instruction; Page 8 of 18 ©Insurance Services Office, Inc., 2012 CU W 01 0413 INSURED (17) Recording And Distribution Of Material Or f. Prejudgment interest awarded against the Information In Violation Of Law insured on that part of the judgment we pay. If Arising directly or indirectly out of any we make an offer to pay the applicable limit of action or omission that violates or is alleged insurance, we will not pay any prejudgment to violate: interest based on that period of time after the (a) The Telephone Consumer Protection Act offer. (TCPA), including any amendment of or g• All interest on the full amount of any judgment addition to such law; that accrues after entry of the judgment and before we have paid, offered to pay, or (b) The CAN-SPAM Act of 2003, including deposited in court the part of the judgment that any amendment of or addition to such is within the applicable limit of insurance. law' These payments will not reduce the limits of (c) The Fair Credit Reporting Act (FCRA), insurance. and any amendment of or addition to 2 When we have the right but not the dutyto defend such law, including the Fair and the insured and elect to participate in the defense, Accurate Credit Transactions Act p p (FACTA);or we will pay our own expenses but will not contribute to the expenses of the insured or the (d) Any federal, state or local statute, "underlying insurer". ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA 3. If we defend an insured against a "suit" and an and their amendments and additions, indemnitee of the insured is also named as a party that addresses, prohibits, or limits the to the "suit", we will defend that indemnitee if all of printing, dissemination, disposal, the following conditions are met: collecting, recording, sending, a. The "suit" against the indemnitee seeks transmitting, communicating or damages for which the insured has assumed distribution of material or information. the liability of the indemnitee in a contract or b. "Pollution cost or expense". agreement that is an "insured contract'; SUPPLEMENTARY PAYMENTS—COVERAGES A b. This insurance applies to such liability assumed AND g by the insured; 1. We will pay, with respect to any claim we c. The obligation to defend, or the cost of the investigate or settle, or any "suit defense of, that indemnitee, has also been against an assumed b insured we defend, when the duty to defend y the insured in the same "insured exists: cc ntract'; a. All expenses we incur. d. The allegations in the "suit"and the information we know about the "occurrence"are such that b. Up to $2,000 for cost of bail bonds (including no conflict appears to exist between the bonds for related traffic law violations) required interests of the insured and the interests of the because of an "occurrence" we cover. We do indemnitee; not have to furnish these bonds. e. The indemnitee and the insured ask us to c. The cost of bonds to release attachments, but conduct and control the defense of that only for bond amounts within the applicable indemnitee against such "suit" and agree that limit of insurance. We do not have to furnish we can assign the same counsel to defend the these bonds. insured and the indemnitee; and d. All reasonable expenses incurred by the f. The indemnitee: insured at our request to assist us in the investigation or defense of the claim or "suit", (1) Agrees in writing to: including actual loss of earnings up to $250 a (a) Cooperate with us in the investigation, day because of time off from work. settlement or defense of the "suit'; e. All court costs taxed against the insured in the (b) Immediately send us copies of any "suit". However, these payments do not include demands, notices, summonses or legal attorneys' fees or attorneys' expenses taxed papers received in connection with the against the insured. "suit'; (c) Notify any other insurer whose coverage is available to the indemnitee; and CU 00 01 0413 © Insurance Services Office, Inc., 2012 Page 9 of 18 INSURED (d) Cooperate with us with respect to (5) A trust, you are an insured. Your trustees coordinating other applicable insurance are also insureds, but only with respect to available to the indemnitee; and their duties as trustees. (2) Provides us with written authorization to: b. Each of the following is also an insured: (a) Obtain records and other information (1) Your "volunteer workers" only while related to the"suit";and performing duties related to the conduct of your business, or your "employees", other (b) Conduct and control the defense of the than either your "executive officers" (if you indemnitee in such "suit". are an organization other than a So long as the above conditions are met, partnership, joint venture or limited liability attorneys' fees incurred by us in the defense of company) or your managers (if you are a that indemnitee, necessary litigation expenses limited liability company), but only for acts incurred by us and necessary litigation expenses within the scope of their employment by incurred by the indemnitee at our request will be you or while performing duties related to paid as Supplementary Payments. Notwithstanding the conduct of your business. However, the provisions of Paragraph 2.b.(2) of Section I — none of these "employees" or "volunteer Coverage A —Bodily Injury And Property Damage workers"are insureds for: Liability, such payments will not be deemed to be (a) "Bodily injury" or "personal and damages for "bodily injury"and "property damage' advertising injury": and will not reduce the limits of insurance. (i) To you, to your partners or members Our obligation to defend an insured's indemnitee (if you are a partnership or joint and to pay for attorneys' fees and necessary venture),to your members (if you are litigation expenses as Supplementary Payments a limited liability company), to a co- ends when we have used up the applicable limit of "employee"in the course of his or her insurance in the payment of judgments or employment or performing duties settlements or the conditions set forth above, or related to the conduct of your the terms of the agreement described in Paragraph business or to your other "volunteer f. above, are no longer met. workers" while performing duties SECTION II —WHO IS AN INSURED related to the conduct of your 1. Except for liability arising out of the ownership, business; maintenance or use of "covered autos": (ii) To the spouse, child, parent, brother a. If you are designated in the Declarations as: or sister of that co-"employee" or "volunteer worker"as a consequence (1) An individual, you and your spouse are of Paragraph (a)(i)above;or insureds, but only with respect to the conduct of a business of which you are the (iii) For which there is any obligation to sole owner. share damages with or repay someone else who must pay (2) A partnership or joint venture, you are an damages because of the injury insured. Your members, your partners, and described in Paragraph (a)(i) or (ii) their spouses are also insureds, but only above. with respect to the conduct of your (b) "Property damage"to property: business. (i) Owned, occupied or used by; (3) A limited liability company, you are an insured. Your members are also insureds, (ii) Rented to, in the care, custody or but only with respect to the conduct of your control of, or over which physical business. Your managers are insureds, but control is being exercised for any only with respect to their duties as your purpose by; managers. you, any of your "employees", "volunteer (4) An organization other than a partnership, workers", any partner or member (if you joint venture or limited liability company, are a partnership or joint venture), or you are an insured. Your "executive any member (if you are a limited liability officers" and directors are insureds, but company). only with respect to their duties as your (2) Any person (other than your "employee" or officers or directors. Your stockholders are "volunteer worker"), or any organization also insureds, but only with respect to their while acting as your real estate manager. liability as stockholders. Page 10 of 18 © Insurance Services Office, Inc., 2012 CU 00 01 0413 INSURED (3) Any person or organization having proper (4) Anyone other than your "employees", temporary custody of your property if you partners (if you are a partnership), die, but only: members (if you are a limited liability (a) With respect to liability arising out of the company), or a lessee or borrower or any maintenance or use of that property; and of their "employees", while moving property (b) Until your legal representative has been to or from a "covered auto". appointed. (5) A partner (if you are a partnership), or a (4) Your legal representative if you die, but only member (if you are a limited liability with respect to duties as such. That company) for a "covered auto" owned by representative will have all your rights and him or her or a member of his or her duties under this Coverage Part. household. c. Any organization you newly acquire or form, (6) "Employees" with respect to "bodily injury" other than a partnership, joint venture or to: limited liability company, and over which you (a) Any fellow "employee" of the insured maintain ownership or majority interest, will arising out of and in the course of the qualify as a Named Insured if there is no other fellow "employee's" employment or while similar insurance available to that organization. performing duties related to the conduct However: of your business; or (1) Coverage under this provision is afforded (b) The spouse, child, parent, brother or only until the 90th day after you acquire or sister of that fellow "employee" as a form the organization or the end of the consequence of Paragraph (a) above. policy period, whichever is earlier; c. Anyone liable for the conduct of an insured (2) Coverage Adoes not apply to "bodily injury" described above is also an insured, but only to or "property damage" that occurred before the extent of that liability. you acquired or formed the organization; , Any additional insured sander any Policy of and "underlying insurance" will automatically be an (3) Coverage B does not apply to "personal insured under this insurance. and advertising injury" arising out of an Subject to Section Ill — Limits Of Insurance, if offense committed before you acquired or coverage provided to the additional insured is formed the organization. required by a contract or agreement, the most we 2. Only with respect to liability arising out of the will pay on behalf of the additional insured is the ownership, maintenance or use of "covered autos": amount of insurance: a. You are an insured. a Required by the contract or agreement, less b. Anyone else while using with your permission a any amounts payable by any ",underlying "covered auto" you own, hire or borrow is also insurance";or an insured except: bt Available under the applicable Limits of (1) The owner or anyone else from whom you Insurance shown)in the Declarations; hire or borrow a "covered auto". This whichever is less. exception does not apply if the "covered Additbnal insured coverage provided by this auto' is a trailer or semitrailer connected to insurance will not be broader than coverage a "covered auto"you own. provided by the"underlying insurance". (2) Your "employee" if the "covered auto" is No person or organization is an insured with respect owned by that "employee" or a member of to the conduct of any current or past partnership,joint his or her household. venture or limited liability company that is not shown (3) Someone using a"covered auto"while he or as a Named Insured in the Declarations. she is working in a business of selling, servicing, repairing, parking or storing "autos"unless that business is yours. CU 00 01 0413 © Insurance Services Office, Inc., 2012 Page 11 of 18 INSURED SECTION III —LIMITS OF INSURANCE SECTION IV—CONDITIONS 1. The Limits of Insurance shown in the Declarations 1. Appeals and the rules below fix the most we will pay If the "underlying insurer" or insured elects not to regardless of the number of: appeal a judgment in excess of the "retained limit", a. Insureds; we may do so at our own expense. We will also pay for taxable court costs, pre- and postjudgment b. Claims made, "suits" brought, or number of interest and disbursements associated with such vehicles involved; or appeal. In no event will this provision increase our c. Persons or organizations making claims or liability beyond the applicable Limits of Insurance bringing "suits". described in Section III —Limits Of Insurance. 2. The Aggregate Limit is the most we will pay for the 2. Bankruptcy sum of all "ultimate net loss" under: a. Bankruptcy Of Insured a. Coverage A, except "ultimate net loss" because Bankruptcy or insolvency of the insured or of of "bodily injury" or "property damage" arising the insured's estate will not relieve us of our out of the ownership, maintenance or use of a obligations under this Coverage Part. "covered auto"; and b. Bankruptcy Of Underlying Insurer b. Coverage B. Bankruptcy or insolvency of the "underlying 3. Subject to Paragraph 2. above, the Each insurer" will not relieve us of our obligations Occurrence Limit is the most we will pay for the under this Coverage Part. sum of all "ultimate net loss" under Coverage A However, this insurance will not replace the because of all "bodily injury" and "property "underlying insurance" in the event of bankruptcy damage"arising out of any one "occurrence". or insolvency of the "underlying insurer". This 4. Subject to Paragraph 2. above, the Personal And insurance will apply as if the "underlying Advertising Injury Limit is the most we will pay insurance"were in full effect. under Coverage B for the sum of all "ultimate net 3. Duties In The Event Of Occurrence, Offense, loss" because of all "personal and advertising Claim Or Suit injury' sustained by any one person or organization. a. You must see to it that we are notified as soon 5. If there is "underlying insurance" with a policy as practicable of an "occurrence"or an offense, period that is nonconcurrent with the policy period regardless of the amount, which may result in a of this Commercial Liability Umbrella Coverage claim. To the extent possible, notice should Part, the "retained limit(s)" will only be reduced or include: exhausted by payments for: (1) How, when and where the "occurrence" or a. "Bodily injury" or "property damage" which offense took place; occurs during the policy period of this (2) The names and addresses of any injured Coverage Part; or persons and witnesses;and b. "Personal and advertising injury" for offenses (3) The nature and location of any injury or that are committed during the policy period of damage arising out of the "occurrence" or this Coverage Part. offense. However, if any "underlying insurance" is written b. If a claim is made or "suit" is brought against on a claims-made basis, the "retained limit(s)" will any insured, you must: only be reduced or exhausted by claims for that (1) Immediately record the specifics of the claim insurance that are made during the policy period, or "suit"and the date received; and or any Extended Reporting Period, of this (2) Notify us as soon as practicable. Coverage Part. The Aggregate Limit, as described in Paragraph 2. You must see to it that we receive written notice of the claim or "suit" as soon as above, applies separately to each consecutive annual practicable. period and to any remaining period of less than 12 months, starting with the beginning of the policy c. You and any other involved insured must: period shown in the Declarations, unless the policy (1) Immediately send us copies of any period is extended after issuance for an additional demands, notices, summonses or legal period of less than 12 months. In that case, the papers received in connection with the additional period will be deemed part of the last claim or"suit'; preceding period for purposes of determining the Limits of Insurance. Page 12 of 18 ©Insurance Services Office, Inc., 2012 CU 00 01 0413 INSURED (2) Authorize us to obtain records and other (2) The total of all deductible and self-insured information; amounts under all that other insurance. (3) Cooperate with us in the investigation or 6. Premium Audit settlement of the claim or defense against a. We will compute all premiums for this Coverage the"suit'; and g Part in accordance with our rules and rates. (4) Assist us, upon our request, in the b. Premium shown in this Coverage Part as enforcement of any right against any advance premium is a deposit premium only. At person or organization which may be liable the close of each audit period we will compute to the insured because of injury or damage the earned premium for that period and send to which this insurance may also apply. notice to the first Named Insured. The due date d. No insured will, except at that insured's own for audit and retrospective premiums is the cost, voluntarily make a payment, assume any date shown as the due date on the bill. If the obligation, or incur any expense, other than for sum of the advance and audit premiums paid first aid, without our consent. for the policy period is greater than the earned 4. Legal Action Against Us premium, we will return the excess to the first Named Insured. No person or organization has a right under this c. The first Named Insured must keep records of Coverage Part: p the information we need for premium a. To join us as a party or otherwise bring us into computation, and send us copies at such times a"suit"asking for damages from an insured; or as we may request. b. To sue us on this Coverage Part unless all of 7. Representations Or Fraud its terms have been fully complied with. By accepting this policy, you agree: A person or organization may sue us to recover on an agreed settlement or on a final judgment a. The statements in the Declarations are accurate against an insured; but we will not be liable for and complete; damages that are not payable under the terms of b. Those statements are based upon this Coverage Part or that are in excess of the representations you made to us; applicable limit of insurance. An agreed settlement c. We have issued this policy in reliance upon means a settlement and release of liability signed your representations;and by us, the insured and the claimant or the claimant's legal representative. d. This policy is void in any case of fraud by you 5. Other Insurance as it relates to this policy or any claim under this policy. a. This insurance is excess over, and shall not 8. Separation Of Insureds contribute with any of the other insurance, whether primary, excess, contingent or on any Except with respect to the Limits of Insurance, and other basis. This condition will not apply to any rights or duties specifically assigned in this insurance specifically written as excess over Coverage Part to the first Named Insured, this this Coverage Part. insurance applies: When this insurance is excess, we will have no a. As if each Named Insured were the only Named duty under Coverages A or B to defend the Insured; and insured against any "suit" if any other insurer b. Separately to each insured against whom claim has a duty to defend the insured against that is made or "suit"is brought. "suit". If no other insurer defends, we will g, Transfer Of Rights Of Recovery Against Others To undertake to do so, but we will be entitled to Us the insured's rights against all those other insurers. If the insured has rights to recover all or part of b. When this insurance is excess over other any payment we have made under this Coverage insurance, we will pay only our share of the Part, those rights are transferred to us. The "ultimate net loss"that exceeds the sum of: insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or (1) The total amount that all such other transfer those rights to us and help us enforce insurance would pay for the loss in the them. absence of the insurance provided under this Coverage Part; and CU 00 01 0413 © Insurance Services Office, Inc., 2012 Page 13 of 18 INSURED 10.When We Do Not Renew 14. Expanded Coverage Territory If we decide not to renew this Coverage Part, we a. If a "suit" is brought in a part of the "coverage will mail or deliver to the first Named Insured territory" that is outside the United States of shown in the Declarations written notice of the America (including its territories and nonrenewal not less than 30 days before the possessions), Puerto Rico or Canada, and we expiration date. are prevented by law, or otherwise, from If notice is mailed, proof of mailing will be sufficient defending the insured, the insured will initiate a roof of notice. defense of the "suit". We will reimburse the p no insured, under Supplementary Payments, for 11. Loss Payable any reasonable and necessary expenses Liability under this Coverage Part does not apply incurred for the defense of a "suit" seeking to a given claim unless and until: damages to which this insurance applies, that we would have paid had we been able to a. The insured or insured's "underlying insurer" exercise our right and duty to defend. has become obligated to pay the "retained limit"; and If the insured becomes legally obligated to pay sums because of damages to which this b. The obligation of the insured to pay the insurance applies in a part of the "coverage "ultimate net loss" in excess of the "retained territory" that is outside the United States of limit" has been determined by a final settlement America (including its territories and or judgment or written agreement among the possessions), Puerto Rico or Canada, and we insured, claimant and us. are prevented by law, or otherwise, from 12.Transfer Of Defense paying such sums on the insured's behalf, we When the underlying limits of insurance have been will reimburse the insured for such sums. used up in the payment of judgments or b. All payments or reimbursements we make for settlements, the duty to defend will be transferred damages because of judgments or settlements to us. We will cooperate in the transfer of control will be made in U.S. currency at the prevailing to us of any outstanding claims or "suits"seeking exchange rate at the time the insured became damages to which this insurance applies which legally obligated to pay such sums. All would have been covered by the "underlying payments or reimbursements we make for insurance" had the applicable limit not been used expenses under Supplementary Payments will up. be made in U.S. currency at the prevailing 13.Maintenance Of/ To Underlying exchange rate at the time the expenses were Insurance incurred. Any "underlying insurance" must be maintained in c. Any disputes between you and us as to full effect without reduction of coverage or limits whether there is coverage under this policy except for the reduction of the aggregate limit in must be filed in the courts of the United States accordance with the provisions of such of America (including its territories and "underlying insurance" that results from payment possessions), Canada or Puerto Rico. of claims, settlement or judgments to which this d. The insured must fully maintain any coverage insurance applies. required by law, regulation or other Such exhaustion or reduction is not a failure to governmental authority during the policy maintain "underlying insurance". Failure to maintain period, except for reduction of the aggregate "underlying insurance" will not invalidate insurance limits due to payments of claims, judgments or provided under this Coverage Part, but insurance settlements. provided under this Coverage Part will apply as if Failure to maintain such coverage required by the"underlying insurance"were in full effect. law, regulation or other governmental authority If there is an increase in the scope of coverage of will not invalidate this insurance. However, this any "underlying insurance" during the term of this insurance will apply as if the required coverage policy, our liability will be no more than it would by law, regulation or other governmental have been if there had been no such increase. authority was in full effect. You must notify us in writing, as soon as practicable, if any "underlying insurance" is cancelled, not renewed, replaced or otherwise terminated, or if the limits or scope of coverage of any "underlying insurance" is changed. Page 14 of 18 ©Insurance Services Office, Inc., 2012 CU 00 01 0413 INSURED SECTION V—DEFINITIONS if such property can be restored to use by the 1. "Advertisement" means a notice that is broadcast repair, replacement, adjustment or removal of or published to the general public or specific "your product"or "your work", or your fulfilling the market segments about your goods, products or terms of the contract or agreement. services for the purpose of attracting customers or 9. "Insured contract"means: supporters. For the purposes of this definition: a. A contract for a lease of premises. However, a. Notices that are published include material that portion of the contract for a lease of placed on the Internet or on similar electronic premises that indemnifies any person or means of communication; and organization for damage by fire to premises b. Regarding web sites, only that part of a web while rented to you or temporarily occupied by site that is about your goods, products or you with permission of the owner is not an services for the purposes of attracting "insured contract'; customers or supporters is considered an b. A sidetrack agreement; advertisement. c. Any easement or license agreement, except in 2. "Auto"means: connection with construction or demolition a. A land motor vehicle, trailer or semitrailer operations on or within 50 feet of a railroad; designed for travel on public roads, including d. An obligation, as required by ordinance, to any attached machinery or equipment;or indemnify a municipality, except in connection b. Any other land vehicle that is subject to a with work for a municipality; compulsory or financial responsibility law or e. An elevator maintenance agreement; other motor vehicle insurance law where it is f. That part of any contract or agreement entered licensed or principally garaged. into, as part of your business, pertaining to the However, "auto" does not include "mobile rental or lease, by you or any of your equipment". "employees", of any "auto". However, such 3. "Bodily injury" means bodily injury, disability, contract or agreement shall not be considered sickness or disease sustained by a person, an "insured contract" to the extent that it including death resulting from any of these at any obligates you or any of your "employees" to time. "Bodily injury" includes mental anguish or pay for "property damage"to any "auto" rented other mental injury resulting from "bodily injury". or leased by you or any of your "employees". 4. "Coverage territory" means anywhere in the world g• That part of any other contract or agreement with the exception of any country or jurisdiction pertaining to your business (including an which is subject to trade or other economic indemnification of a municipality in connection sanction or embargo by the United States of with work performed for a municipality) under America. which you assume the tort liability of another party to pay for "bodily injury" or "property 5. "Covered auto" means only those "autos" to which damage"to a third person or organization. Tort "underlying insurance"applies. liability means a liability that would be imposed 6. "Employee" includes a "leased worker". "Employee" by law in the absence of any contract or does not include a temporary worker". agreement. 7. "Executive officer" means a person holding any of Paragraphs f. and g. do not include that part of the officer positions created by your charter, any contract or agreement: constitution, bylaws or any other similar governing (1) That indemnifies a railroad for "bodily injury" document. or "property damage" arising out of 8. "Impaired property"means tangible property, other construction or demolition operations, than "your product" or 'your work", that cannot be within 50 feet of any railroad property and used or is less useful because: affecting any railroad bridge or trestle, a. It incorporates 'your product" or "your work" tracks, road-beds, tunnel, underpass or that is known or thought to be defective, crossing; deficient, inadequate or dangerous; or (2) That pertains to the loan, lease or rental of b. You have failed to fulfill the terms of a contract an "auto" to you or any of your or agreement; "employees", if the "auto" is loaned, leased or rented with a driver;or CU 00 010413 *Insurance Services Office, Inc., 2012 Page 15 of 18 INSURED (3) That holds a person or organization f. Vehicles not described in Paragraph a., b., c. engaged in the business of transporting or d. above maintained primarily for purposes property by "auto"for hire harmless for your other than the transportation of persons or use of a "covered auto" over a route or cargo. territory that person or organization is However, self-propelled vehicles with the authorized to serve by public authority. following types of permanently attached 10."Leased worker" means a person leased to you by equipment are not "mobile equipment" but will a labor leasing firm under an agreement between be considered "autos": you and the labor leasing firm, to perform duties (1) Equipment designed primarily for: related to the conduct of your business. "Leased worker"does not include a"temporary worker". (a) Snow removal; 11."Loading or unloading" means the handling of (b) Road maintenance, but not construction property: or resurfacing;or a. After it is moved from the place where it is (c) Street cleaning; accepted for movement into or onto an aircraft, (2) Cherry pickers and similar devices mounted watercraft or "auto'; on automobile or truck chassis and used to b. While it is in or on an aircraft, watercraft or raise or lower workers; and "auto";or (3) Air compressors, pumps and generators, c. While it is being moved from an aircraft, including spraying, welding, building watercraft or "auto" to the place where it is cleaning, geophysical exploration, lighting finally delivered; and well servicing equipment. but "loading or unloading" does not include the However, "mobile equipment" does not include movement of property by means of a mechanical land vehicles that are subject to a compulsory device, other than a hand truck, that is not or financial responsibility law or other motor attached to the aircraft, watercraft or "auto". vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a 12."Mobile equipment" means any of the following compulsory or financial responsibility law or types of land vehicles, including any attached other motor vehicle insurance law are machinery or equipment: considered "autos". a. Bulldozers, farm machinery, forklifts and other 13."Occurrence" means an accident, including vehicles designed for use principally off public continuous or repeated exposure to substantially roads; the same general harmful conditions. b. Vehicles maintained for use solely on or next to 14."Personal and advertising injury" means injury, premises you own or rent; including consequential "bodily injury", arising out c. Vehicles that travel on crawler treads; of one or more of the following offenses: d. Vehicles, whether self-propelled or not, a. False arrest, detention or imprisonment; maintained primarily to provide mobility to b. Malicious prosecution; permanently mounted: c. The wrongful eviction from, wrongful entry (1) Power cranes, shovels, loaders, diggers or into, or invasion of the right of private drills;or occupancy of a room, dwelling or premises that (2) Road construction or resurfacing a person occupies, committed by or on behalf equipment such as graders, scrapers or of its owner, landlord or lessor; rollers; d. Oral or written publication, in any manner, of e. Vehicles not described in Paragraph a., b., c. material that slanders or libels a person or or d. above that are not self-propelled and are organization or disparages a person's or maintained primarily to provide mobility to organization's goods, products or services; permanently attached equipment of the e. Oral or written publication, in any manner, of following types: material that violates a person's right of (1) Air compressors, pumps and generators, privacy; including spraying, welding, building f. The use of another's advertising idea in your cleaning, geophysical exploration, lighting "advertisement'; or and well servicing equipment;or g. Infringing upon another's copyright,trade dress (2) Cherry pickers and similar devices used to or slogan in your "advertisement". raise or lower workers; Page 16 of 18 ©Insurance Services Office, Inc., 2012 CU 00 01 0413 INSURED 15."Pollutants" mean any solid, liquid, gaseous or (2) The existence of tools, uninstalled thermal irritant or contaminant, including smoke, equipment or abandoned or unused vapor, soot, fumes, acids, alkalis, chemicals and materials. waste. Waste includes materials to be recycled, 18."Property damage" means: reconditioned or reclaimed. 16."Pollution cost or expense" means any loss, cost a. Physical injury to tangible property, including or expense arising out of any: all resulting loss of use of that property. All such loss of use shall be deemed to occur at a. Request, demand, order or statutory or the time of the physical injury that caused it; or regulatory requirement that any insured or b. Loss of use of tangible property that is not others test for, monitor, clean up, remove, physically injured. All such loss of use shall be contain, treat, detoxify or neutralize, or in any deemed to occur at the time of the "occurrence" way respond to, or assess the effects of, that caused it. "pollutants';or b. Claim or suit by or on behalf of a governmental With respect to the ownership, maintenance or use of "covered autos", property damage also includes authority for damages because of testing for,monitoring, cleaning up, removing, containing, "pollution cost or expense", but only to the extent that coverage exists under the "underlying treating, detoxifying or neutralizing, or in any insurance" or would have existed but for the way responding to, or assessing the effects of,"pollutants". exhaustion of the underlying limits. For the purposes of this insurance, with respect to 17."Products completed operations hazard": other than the ownership, maintenance or use of a. Includes all "bodily injury" and "property "covered autos", electronic data is not tangible damage" occurring away from premises you property. own or rent and arising out of "your product" As used in this definition, electronic data means or "your work"except: information, facts or programs stored as or on, (1) Products that are still in your physical created or used on, or transmitted to or from possession; or computer software (including systems and (2) Work that has not yet been completed or applications software), hard or floppy disks, CD- abandoned. However, "your work" will be ROMs, tapes, drives, cells, data processing deemed completed at the earliest of the devices or any other media which are used with following times: electronically controlled equipment. (a) When all of the work called for in your 19."Retained limit" means the available limits of contract has been completed. "underlying insurance" scheduled in the Declarations or the "self-insured retention", (b) When all of the work to be done at the whichever applies. job site has been completed if your 20."Self-insured retention" means the dollar amount contract calls for work at more than one job site. listed in the Declarations that will be paid by the insured before this insurance becomes applicable (c) When that part of the work done at a job only with respect to "occurrences" or offenses not site has been put to its intended use by covered by the "underlying insurance". The "self- any person or organization other than insured retention"does not apply to "occurrences" another contractor or subcontractor or offenses which would have been covered by working on the same project. "underlying insurance" but for the exhaustion of Work that may need service, maintenance, applicable limits. correction, repair or replacement, but which 21."Suit" means a civil proceeding in which damages is otherwise complete, will be treated as because of "bodily injury", "property damage" or completed. "personal and advertising injury" to which this b. Does not include "bodily injury" or "property insurance applies are alleged. "Suit"includes: damage"arising out of: a. An arbitration proceeding in which such (1) The transportation of property, unless the damages are claimed and to which the insured injury or damage arises out of a condition in must submit or does submit with our consent; or on a vehicle not owned or operated by or you, and that condition was created by the "loading or unloading"of that vehicle by any insured;or CU 00 01 04 13 *Insurance Services Office, Inc., 2012 Page 17 of 18 INSURED b. Any other alternative dispute resolution b. Includes: proceeding in which such damages are claimed (1) Warranties or representations made at any and to which the insured submits with our time with respect to the fitness, quality, consent or the "underlying insurer's"consent. durability, performance or use of "your 22.'Temporary worker" means a person who is product"; and furnished to you to substitute for a permanent (2) The providing of or failure to provide "employee on leave or to meet seasonal or short- warnings or instructions. term workload conditions. c. Does not include vending machines or other 23."Ultimate net loss" means the total sum, after property rented to or located for the use of reduction for recoveries or salvages collectible, others but not sold. that the insured becomes legally obligated to pay 28 "Your work": as damages by reason of settlement or judgments or any arbitration or other alternate dispute a. Means: method entered into with our consent or the (1) Work or operations performed by you or on "underlying insurer's"consent. your behalf; and 24."Underlying insurance" means any policies of (2) Materials, parts or equipment furnished in insurance listed in the Declarations under the connection with such work or operations. Schedule of "underlying insurance". b. Includes: 25."Underlying insurer" means any insurer who provides any policy of insurance listed in the (1) Warranties or representations made at any Schedule of "underlying insurance". time with respect to the fitness, quality, durability, performance or use of "your 26."Volunteer worker" means a person who is not work";and your "employee",and who donates his or her work 2 The providing of or failure to provide and acts at the direction of and within the scope of ( ) p g p duties determined by you, and is not paid a fee, warnings or instructions. salary or other compensation by you or anyone else for their work performed for you. 27."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. Page 18 of 18 ©Insurance Services Office, Inc., 2012 CU 00 01 0413 INSURED ANDETRE-02 DATE(MM/DD/YYYICHO A��Ro CERTIFICATE OF LIABILITY INSURANCE 10 1412 0 19 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0757776 CONTACT Saengdao Vongpanya Santa Barbara,CA-HUB International Insurance Services Inc. PHONE FAX PO Box 3310 (A/C,No,EXt):(805)361-1018 (A/C,No): Santa Barbara,CA 93130-3310 ADoRIEss:saengdao.vongpanya@hubinternational.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:NOVA Casualty Company 42552 INSURED INSURER B:Benchmark Insurance Company 41394 Anderson's Tree Care Specialists,Inc. INSURER C P.O.BOX 2B INSURER D San Jose,CA 95109 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR LTR TYPE OF INSURANCE D WVD POLICY NUMBER POLICY EFF POLICY EXP M DD M DD LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE [X]OCCUR X X ARBML1000008004 4/1/2019 4l1/2020 DAMAGE TO RENTED 100,000 X PD Ded:$1000/Occur PREMISES Ea occurrence $ MED EXP(Anyoneperson) $ 5,000 PERSONAL BADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X JECOT- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: A AUTOMOBILE LIABILITY EO aBI EDtSINGLE LIMIT $ 1,000,000 Ix ANY AUTO ARBML1000008004 4/1/2019 4/1/2020 BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ AUTOS ONLY X AUUTOS ONLY PROPERTY DAMAGE $ Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ B AND EMPLOYERSELIABILIITY X STATUTE OERH ANY PROPRIETOR/PARTNER/EXECUTIVE YIN X CST5017479 10/8I2019 10/8/2020 1,000,000 OFFICER/MEMBER EXCLUDED? LYJ N/A E.L.EACH ACCIDENT $(Mandatory in If yes,describe under er E.L.DISEASE-EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 110001000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Job Ref:Consultation Contract Agreement-Public Works The City of Cupertino,its City Council,officers,officials,employees,agents,servants,and volunteers are to be covered as additional insured on the General Liability policy with respect to liability arising out of Services performed by or on behalf of Contractor including materials,parts,or equipment furnished,per attached form(s)AGLO1351117 as required by written contract. For any claims related to this Project,Contractor's insurance coverage shall be Primary and Non-Contributory with respect to City,its officers,employees and volunteers,and shall not seek contribution from City's insurance,per attached form(s)AGL01351117. SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino,CA 95014 A�UUTTHORIZED REPRESENTATIVE I "t5 _ �U�3L-_ ACORD 25(2016/03) @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2.0 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization as required by written contract 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 Date: 10/8/2019 Policy No. CST5017479 Endorsement No. Policy Effective Dates: 10/08/2019- 10/08/2020 Premium $ Insured: Anderson's Tree Care Specialists, Inc. Carrier Name/Code: Benchmark Insurance Company WC 04 03 06 (Ed. 4-84) Countersigned by Page 1 of 1 Bond#BD 764346 Premium Included in Performance bond I I Payment Bond i < City of Cupertino > ("City") and Anderson's Tree Care Specialists, Inc. ("Contractor")have entered into a contract,dated . September 23 2019 ("Contract")for work on the< Linda Vista Park Tree Removals > Project("Project'). The Contract is incorporated by reference into this Payment Bond("Bond"), I f 1. General. Under this Bond, Contractor as principal and Nationwide Mutual Insurance Company j its surety("Surety"), are bound to City as obligee in an amount not less than $ 42,640.00 under California Civil Code sections 9550, et seq. j 2. Surety's Obligation, If Contractor or any of its Subcontractors fails to pay a person authorized in California Civil Code section 9100 to assert a claim against a payment bond, any amounts due under the Unemployment insurance Code with respect to work or labor performed under the Contract, or any amounts required to be deducted,withheld, and paid over to the Employmerit Development Department from the wages of employees of Contractor and its Subcontractors under California Unemployment Insurance Code section 13020 with respect to the work and labor, then Surety will pay the obligation. 3. Beneficiaries, This Bond inures to the benefit of any of the persons named in California i Civil Code section 9100, so as to give a right of action to those persons or their assigns in any suit brought upon this Bond.Contractor must promptly provide a copy of this Bond i upon request by any person with legal rights under this Bond. 4. Duration. If Contractor promptly makes payment of all sums for all labor, materials, and equipment furnished for use in the performance of the Work required by the Contract,in conformance with the time requirements set forth in the Contract and as required by California law, Surety's obligations under this Bond will be null and void. Otherwise, surety's obligations will remain in full force and effect. 5. Waivers. Surety waives any requirement to be notified of alterations to the Contract or extensions of time for performance of the Work under the Contract. Surety waives the i provisions of Civil Code sections 2819 and 2846.City waives the requirement of a new bond for any supplemental contract under Civil Code section 9560.Any notice to Surety may be given in the manner specified in the Contract and delivered or transmitted to Surety as follows: Attn: Josh Severson (Nationwide Mutual Insurance Company) Address: 11(L Locust s5trPQt City/8tate/dip: nP� ninPq lawa 5.0391-2006 - Phone: 800-822-3Q66 X5 I Fax: 877-870-36636 Email:Severson, Joshua <j.seversonla�nationwide.com> _ i i 6. Law and Venue. This Bond will be governed by California law, and any dispute pursuant to this Bond will be venued in the Superior Court of the County in which the Project is located,and no other place.Surety will be responsible for City's attorneys'fees and costs in any action to enforce the provisions of this Bond. <Project Title> 2018 Form PAYMENT BOND <Project Number> Page 29 f I i i i I i 7. Effective Bate; Execution. This Bond is entered into and is effective on September 20, j 2019.Three identical counterparts of this Bond,each of which is deemed an original for all purposes, are hereby executed and submitted. i i SUR>=TY: Nationwide Mutual Insurance Company Business Name I s/ Judy Pearen, Attorney-In-Fact Name/Title i (Acknowledgment with Surety's Notary Seal and Surety's Power of Attorney must be attached.) i CONTRA OR: Anderson's T e r Specialists, Inc. Business i s/ I Doug Anderson, President Name/Title 1 i , I Name/Title I i APPROVED BY CITY: i 1 Name/Title END OF PAYMENT BOND , <Project Title> 2018 Form PAYMENT BOND { <Project Number> Page 30 i 1 i i i Power of Attorney KNOW ALL MEN BY THESE PRESENTS THAT: Nationwide Mutual Insurance Company,an Ohio corporation hereinafter referred to severally as the"Company'and collectively as"Ihe Companies"does hereby make,constitute and appoint: Judy Pearen Santa Barbara,CA each in their individual capacity,its true and lawful attorney-In-fact,with full power and authority to sign,seal,and execute on its behalf any and all bonds and undertakings,and other obligatory instruments of similar nature,in penalties not exceeding the sum of Two Million and 00/100 $2,000,000 and to bind the Company thereby,as fully and to the same extent as if such Instruments were signed by the duly authorized officers of the Company;and all acts of said Attorney pursuant to the authority given are hereby ratified and confirmed. This power of attorney is made and executed pursuant to and by authority of the following resolution duly adopted by the board of directors of the Company: "RESOLVED,that the president,or any vice president be,and each hereby is,authorized and empowered to appoint attorneys-in-fact of the Company, and to authorize them to execute and deliver on behalf of the Company any and all bonds,forms,applications,memorandums,undertakings, recognizances,transfers,contracts of indemnity,policies,contracts guaranteeing the fidelity of persons holding positions of public or private trust,and other writings obligatory in nature that the business of the Company may require;and to modify or revoke,with or without cause,any such appointment or aut hority;provided,however,That the authority granted hereby shall in no way limit the authority of other duly authorized agents to sign and countersign any of said documents on behalf of the Company." "RESOLVED FURTHER,that such attorneys-in-fact shall have full power and authority to execute and deliver any and all such documents and to bind the Company subject to the terms and limitations of the power of attorney issued to them,and to affix the seal of the Company thereto;provided,however,that said seal shall not be necessary for the validity of any such documents." This power of attorney is signed and sealed under and by the following bylaws duly adopted by the board of directors of the Company. Execution of Instruments.Any vice president,any assistant secretary or any assistant treasurer shall have the power and authority to sign or attest all approved documents,instruments,contracts,or other papers in connection with the operation of the business of the company in addition to the chairman of the board,the chief executive officer,president,treasurer or secretary;provided,however,the signature of any of them may be printed,engraved,or stamped on any approved document,contract,instrument,or other papers of the Company. IN WITNESS WHEREOF,the Company has caused this Instrument to be sealed and duly attested by the signature of its officer the 271, day of February,2019. Antonio C.Albanese,Vice President of Nationwide Mutual Insurance Company q ACKNOWLEDGMENT STATE OF NEW YORK,COUNTY OF NEW YORK:ss .jr, On this 27"'day of February,2019,before me came the above-named officer for the Company aforesaid,to me personally known to be the officer described In and who executed the preceding instrument,and he acknowledged the execution of the same,and being by me duly sworn,deposes and says,that he is the officer of the Company aforesaid,that the seal affixed hereto is the corporate seal of said Company,and the said corporate seal and his signature were duly affixed and subscribed to said instrument by the authority and direction of said Company. Suzanne C,Dello Notary Public,Stale al New York No.OZDE6126649 Qualified In Westchester County t 6' ''/t,JLL L/r��•E�L.-JL{/r` Commission Expires September 16,2021 L Notary Public My Commission FaPvel September 16,2021 CERTIFICATE 1,Laura B.Guy,Assistant Secretary of the Company,do hereby certify that the foregoing is a full,true and correct copy of the original power of attorney issued by the Company;that the resolution included therein is a true and correct transcript from the minutes of the meetings of the boards of directors and the same has not been revoked or amended in any manner;that said Antonio C.Albanese was on the dale of the execution of the foregoing power of attorney the duly elected officer of the Company,and the corporate seal and his signature as officer were duly affixed and subscribed to the said instrument by the authority of said board of directors;and the foregoing power of attorney is still in full force and effect. IN WITNESS WHEREOF,I have hereunto subscribed my name as Assistant Secretary,and affixed the corporate seal of said Company this.20th day of September , 2019 BDJ 1(02-19)00 Assistant Secretary P CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of Santa Barbara ) On September 20, 2019 before me, Michelle L. Pearen Notary Public Date Here Insert Name and Title of the Officer personally appeared .li ldy Pearen Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MI Commission L. KAREN 214272 WITNESS m hand and official seal. Commission#2142727 y Notary Public -California z z ° Santa Barbara County n My Comm.Expires Feb 14,2120 Signature ' Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Payment Bond Document Date: September 20, 2019 Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Judy Pearen Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑Partner — ❑ Limited ❑General ❑Partner — ❑ Limited ❑General ❑Individual aAttorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: Nationwide Mtt tial Insurance ('nmnanv 02014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 Bond#BD 764346 Performance Bond Premium $1,066.00 I < City of Cupertino > ("City") and Anderson's Tree Care Specialists, Inc. I ("Contractor") have entered into a contract, dated-September 23 2019 ("Contract")for work on the< Linda Vista Park Tree Removals > Project("Project"). The Contract is incorporated by reference into this Performance Bond ("Bond"). i I. General. Under this Bond, Contractor as Principal and Nationwide Mutual Insurance Company its surety("Surety"), are bound to City as obligee for an amount not less than $ 42,640.00 By executing this Bond, Contractor and Surety bind themselves and their respective heirs,executors, administrators, successors and assigns,jointly and severally, to the provisions of this Bond. 2. Surety's Obligations. If Contractor fully performs its obligations under the Contract, j including its warranty obligations under the Contract, and Contractor has timely provided a 1 warranty bond as required under the Contract, Surety's obligations under this Bond will become null and void upon City's acceptance of the Project, excluding any exceptions to acceptance, if any. Otherwise,Surety's obligations will remain in full force and effect until expiration of the one year warranty period under the Contract. 3. Waiver. Surety waives any requirement to be notified of and further consents to any j alterations to the Contract made under the applicable provisions of the Contract Documents, including changes to the scope of Work or extensions of time for performance y of Work under the Contract. Surety waives the provisions of Civil Code sections 2819 and 2845, 1 i 4. Application of Contract Balance. Upon making a demand on this Bond, City will make the Contract Balance available to Surety for completion of the Work under the Contract. For purposes of this provision, the Contract Balance is defined as the total amount payable by City to Contractor as the Contract Price minus amounts already paid to Contractor, and minus any liquidated damages, credits, or backcharges to which City is entitled under the terms of the Contract. 5. Contractor Default. Upon written notification from City that Contractor is in default under Article 13 of the Contract General Conditions, time being of the essence, Surety must act within the time specified in Article 13 to remedy the default through one of the following courses of action: 5.1 Arrange for completion of the Work under the Contract by Contractor,with City's consent, but only if Contractor is in default solely due to its financial inability to complete the Work; 5.2 Arrange for completion of the Work under the Contract by a qualified contractor acceptable to City,and secured by performance and payment bonds issued by an admitted surety as required by the Contract Documents, at Surety's expense; or j i 5.3 Waive its right to complete the Work under the Contract and reimburse City the amount of City's costs to have the remaining Work completed, 6, Surety Default. If Surety defaults on its obligations under the Bond, City will be entitled to recover all costs it incurs due to Surety's default, including legal, design professional, or delay costs. <ProjectTitle> 201E Form PERFORMANCE BOND <Project Number> Page 31 1 i I 7. Notice. Any notice to Surety may be given in the manner specified in the Contract and I sent to Surety as follows: Attn: Josh Severson (Nationwide Mutual Insurance Company) Address: 1100 Locust Street City/State/Zip: Des Moines, Iowa 50391-2006 i Phone: 800-822-3666 X5 I Fax: R77-R7n-mH Email:Severson, Joshua <j.severson nationwide.com> 8. Law and Venue. This Bond will be governed by California law, and any dispute pursuant to this Bond will be venued in the Superior Court for the County in which the Project is located,and no other place. Surety will be responsible for City's attorneys'fees and costs in any action to enforce the provisions of this Bond. 9. Effective Date; Execution, This Bond is entered into and effective on September 20 2019 . Three identical counterparts of this Bond, each of which is deemed an original for all purposes, are hereby executed and submitted, SURETY: Nationwide Mutual Insurance Company Name s/ Judy Pearen, Attorney-In-Fact i Name/Title i (Acknowledgment with Notary Seal for Surety and Surety's Power of Attorney must be attached.) i CONTRACTOR: Anderson'a TO e are pecialists, Inc. Business Na 'V- s/— Doug Anderson President Na m elTitie I s/ i I Name/Title APPROVED BY CITY: s/ Name/Title END OF PERFORMANCE BOND <Project Title> 2018 Form PERFORMANCE BOND <Project Number> Page 32 i i j I Power of Attorney KNOW ALL MEN BY THESE PRESENTS THAT; Nationwide Mutual Insurance Company,an Ohio corporation hereinafter referred to severally as the"Company"and collectively as"the Companies"does hereby make,constitute and appoint: Judy Pearen Santa Barbara,CA each in their individual capacity,Its true and lawful attorney-in-fact,with full power and authority to sign,seal,and execute on its behalf any and all bonds and undertakings,and other obligatory instruments of similar nature,in penalties not exceeding the sum of Two Million and 00/100 $2,000,000 and to bind the Company thereby,as fully and to the same extent as if such instruments were signed by the duly authorized officers of the Company;and all acts of said Attorney pursuant to the authority given are hereby ratified and confirmed. This power of attorney is made and executed pursuant to and by authority of the following resolution duly adopted by the board of directors of the Company: "RESOLVED,that the president,or any vice president be,and each hereby is,authorized and empowered to appoint attorneys-in-fact of the Company, and to authorize them to execute and deliver on behalf of the Company any and all bonds,forms,applications,memorandums,undertakings, recognizances,transfers,contracts of indemnity,policies,contracts guaranteeing the fidelity of persons holding positions of public or private trust,and other writings obligatory in nature that the business of the Company may require;and to modify or revoke,with or without cause,any such appointment or authority;provided,however,that the authority granted hereby shall In no way limit the authority of other duly authorized agents to sign and countersign any of said documents on behalf of the Company." "RESOLVED FURTHER,that such attorneys-In-fact shall have full power and authority to execute and deliver any and all such documents and to bind the Company subject to the terms and limitations of the power of attorney issued to them,and to affix the seal of the Company thereto;provided,however,that said seal shall not be necessary for the validity of any such documents." This power of attorney is signed and sealed under and by the following bylaws duly adopted by the board of directors of the Company. I Execution of Instruments.Any vice president,any assistant secretary or any assistant treasurer shall have the power and authority to sign or attest all approved documents,instruments,contracts,or other papers in connection with the operation of the business of the company in addition to the chairman of the board,the chief executive officer,president,treasurer or secretary;provided,however,the signature of any of them may be printed,engraved,or stamped on any approved document,contract,instrument,or other papers of the Company. IN WITNESS WHEREOF,the Company has caused this Instrument to be sealed and duly attested by the signature of its officer the 2r day of February 2019. Antonio C.Albanese,Vice President of Nationwide Mutual Insurance Company t ACKNOWLEDGMENT AN�A' ;r4� STATE OF NEW YORK,COUNTY OF NEW YORK:ss On this 27°i day of February.2019,before me came the above-named officer for the Company aforesaid,to me personally known to be the officer described In and who executed the preceding instrument,and he acknowledged the execution of the same,and being by me duly sworn,deposes ®� fnie6i,a� and says,that he is the officer of the Company aforesaid,that the seal affixed hereto is the corporate seal or said Company,and the said corporate seal and his signature were duly affixed and subscribed to said instrument by the authority and direction of said Company. Suzanne C.Dello Notary Public,State of Naw York No.02DE6126649 Qualified in Westchester County � /l• '!(.'1L{. L r/ .�•�_✓.{�.(%L-' Commission Expires Seplemher 11,2021 R+ Notary P"hlic My fammlffion ExP"ef September16,2021 CERTIFICATE i 1,Laura B.Guy,Assistant Secretary of the Company,do hereby certify that the foregoing is a full,true and correct copy of the original power of attorney issued by the Company;that the resolution included therein is a true and correct transcript from the minutes of the meetings of the boards of directors and the same has not been revoked or amended in any manner;that said Antonio C.Albanese was on the date of the execution of the foregoing power of attorney the duly elected officer of the Company,and the corporate seal and his signature as officer were duly affixed and subscribed to the said instrument by the authority of said board of directors;and the foregoing power of attorney is still in full force and effect. IN WITNESS WHEREOF,I have hereunto subscribed my name as Assistant Secretary,and affixed the corporate seal of said Company this.20tb day of September 2019 BDJ 1(02-19)00 Assistant Secretary CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of Santa Barbara ) On September 20, 2019 before me, Michelle L. Pearen Notary Public Date Here Insert Name and Title of the Officer personally appeared .lucid Pearen Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MI Commission L. 214272EAREN WITNESS m hand and official seal. Commission#2142727 y a "-r Notary Public -California z z Santa Barbara County o My Comm.Expires Feb 14. 2020 Signatures A�2 , 1 Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Performance Bond Document Date: September 20, 2019 Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ,Judi Pearen Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑Partner — ❑ Limited ❑General ❑Partner — ❑ Limited ❑General ❑Individual E�,,Attorney in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: _NatinnwidP MiAiml Insurance Company 02014 National Notary Association -www.NationalNotary.org - 1-800-US NOTARY(1-800-876-6827) Item #5907 i i t