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20-031 Dasher Technologies, Inc., Network Migration Services CITY OF ig PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation ("City"), and Dasher Technologies ("Contractor"), a Incorporated company for Network Mirgation Services and is effective on the last date signed below("Effective Date"). 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services,attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE i 3.1 This Agreement begins on the Effective Date and ends on June 30, 2020 i ("Contract Time"),unless terminated earlier as provided herein. Contractor's Services shall begin on March 16,2020 and shall be completed by June 30,2020 . The City's appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ 10,772.50 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even Y if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. Network Mirgation Services Page 1 of 9 Professional/Consulting Contracts Mersion:Sept.2019 i 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable Y Y p completed and the amount due for the preceding month. Within thirty (30) days of completion of Services,Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits,worker's compensation, or other benefits from the City. 5.2 Contractor's Qualifications.Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 53 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 55 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees,agents,and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor's business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents,or subcontractors, is an employee for any purpose,then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City's total expenses under this Agreement are not greater than they would have been had the determination not been made. Network Mirgation Services Page 2 of 9 Professional/Consulting Contracts Mersion:Sept.2019 I i i 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights.Any interest(including copyright interests)of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement,to the extent requested by City.In any case,no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code,all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 73 Patents and Licenses.Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked,or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights,City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement,to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services;and/or (d) Other City projects. 75 Deliverables and Format.Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables,which must be available Network Mirgation Services Page 3 of 9 Professional/Consulting Contracts/Version:Sept.2019 i i to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four(4)years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers,press releases,posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: I (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury,property damage,or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret,trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim.At City's request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. Network Mirization Services Page 4 of 9 Professional/Consulting Contracts Version:Sept.2019 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement.Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE 1 Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision j may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works"component,Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 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 its employees or sub-contractors will not be tolerated. Network Mirgation Services Page 5 of 9 Professional/Consulting Contracts Version:Sept.2019 1 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. i 13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager.The City assigns Benny Hsieh, IT Manager as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Angela Armstrong, Account Executive as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays,as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing,the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%)of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE,AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of I Network Mirgation Services Page 6 of 9 Professional/Consulting Contracts/[version:Sept.2019 I California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute.If the Parties elect arbitration,the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES i If City initiates legal action,files a complaint or cross-complaint,or pursues arbitration, appeal,or 1 other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the frill and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Patty's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto,the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in { Network Mirgation Services Page 7 of 9 Professional/Consulting Contracts Mersion:Sept.2019 force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. i 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in frill force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail,postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino: To Contractor: 10300 Torre Ave.,Cupertino CA 95014 Dasher Technologies,Inc.,675 Campbell Technology Parkway,suite 100,Campbell,CA 95008 Attention:Benny Hsieh,IT Manager Attention:Angela Armstrong Email: bennyh@cupertino.org cupertino.org Email:angela.armstrong@dasher.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. Network Mirgation Services Page 8 of 9 Professional/Consulting Contracts/Version:Sept.2019 IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CITY OF CliPERTINO CONTRACTOR A Municipal Corporation Dasher Technologies,Inc. I By By f 01PNI—ame Bc^m Hsieh Name Michael J. Coo Tirle_tT titan cc. Title Chief Financial Officer Date 3•/ 3 Zo zL*;, Date 02/27/2020 Tax I.D.No.: c( Q G C..r APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk C r DATE: 3 I t3 Z.® Network Mireation Services Page 9 or9 Projexsionad'Cbnsaltlog Conlrans/{ersinn:Sept.2019 L DASHER TECHNOLOGIES Statement of Work for City of Cupertino Professional Services to Implement a TOC Network Migration Carol Swink Revision -003,June 26, 2019 Dasher Technologies,Inc. 1 675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Template Rev-062 Statement of Work for City of Cupertino TABLE OF CONTENTS ProjectInformation.......................................................................................................................................................2 ServiceFeatures ............................................................................................................................................................3 ServiceDescription (Scope Of Work).............................................................................................................................4 Existing Traffic Operations Center Network..........................................................................................................4 New Traffic Operations Center Network...............................................................................................................5 Planning.....................................................................................................................................................................6 DasherPlanning Steps...........................................................................................................................................6 ClientResponsibility Checklist...............................................................................................................................6 Professional Services Implementation ......................................................................................................................6 VerificationTesting....................................................................................................................................................7 Documentation And Knowledge Transfer and Optional Formal Training.................................................................7 PostImplementation Support...................................................................................................................................7 ClientPrerequisites........................................................................................................................................................8 ServiceLimitations.........................................................................................................................................................8 Acceptanceand Authorization......................................................................................................................................8 Dasher Tech noIogies,Inc. 1 675 Campbell Technology PI<wy,Suite 100,Campbell,CA 95008 Confidential EXHIBIT A & B Statement of Work for City of Cupertino PROJECT INFORMATION Client Company Name City of Cupertino Client Address for Service 10300 Torre Avenue,Cupertino,CA Contact Name Bill Mitchell Project Name Professional Services to Implement a TOC Network Migration Project Number QT-540040 Proposed Staffing Level 2 Estimated Duration 3-5 Days (Estimated Number of calendar days over which the service will take place) Estimated Site Visits 2-3 Visits Estimated Days Remote 1-2 Days Travel Expenses Required No Non-Business Hours 0%of Services are expected to be Delivered during Non-Business Hours Dasher Technologies,Inc. 1 675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Confidential EXHIBIT A Statement of Work for City of Cupertino SERVICE FEATURES This document defines the professional services and deliverables that Dasher Technologies shall supply to Client. Based on the service planning discussions, Dasher's Technical Architect will work with our clients to complete the project in the following phases: Phase 1: Planning Phase 2: Professional Services Implementation Phase 3: Verification Testing Phase 4: Documentation and Knowledge Transfer and Optional Formal Training Phase 5: Post Implementation Support The"Project Informotion"section above provides an estimated duration of the project to communicate the overall project timeline to all parties involved.Actual time to complete each task can vary depending on environment variables, unforeseen conditions and integration complexity. Dasher will provide technical and project management resources to implement the described services within Client infrastructure. PMs employ formal Project management methodologies and techniques based on best practices such as planning of the Services, Project kick-off calls or meetings, periodical calls or meetings,status updates and reports, issue resolution and escalation management,change management,communication and risk management. Detailed information on each of the service phases is included in the "Service Description"section. Dasher may use subcontractors to provide service delivery and will notify Client during the proposal process of the intention to use subcontractors during the implementation of the service. Dasher Technologies,Inc. 1 675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Confidential Statement of Work for City of Cupertino DESCRIPTIONSERVICE •P OF • • Client has requested Dasher Technologies to perform Professional Services to implement a Network Migration Project.This SOW will detail the work to be performed to deliver the requested service. The Traffic Operations Center(TOC) Network is a stand-alone network separated for the City of Cupertino's IT network.The network consists of unmanaged Ethernet switches including Actelis, Ubiquiti, and EtherWAN switches.These switches host the Traffic Server and terminate fiber connections from Actelis switches and devices located at intersections throughout Cupertino.This TOC network will be replaced with managed Aruba switches and a Palo Alto Networks firewall that will maintain the isolation of the TOC while providing management of the devices and reachability from the Cupertino IT network. Dasher will • Configure and deploy two Aruba switches in a virtual stack to replace the Ubiquiti switch that functions as the core switch in the existing network and other switches at the TOC • Configure the Aruba switch stack to function as the IP gateway for the TOC • Configure and install one Palo Alto Networks PA-220 firewall to provide isolation between the TOC and the Cupertino IT network • Migrate fiber and copper cables to the new switches. EXISTING TRAFFIC OPERATIONS CENTER NETWORK City Hall ---- ActelisML530@CHL 1cD TOC 4 FP Ports Ubiquiti Edge Switch Insrfa._�5.ac us...............................DF IP Atldraaa.....................................10.6.1.1 a:tnec WrY....................................255.355.0.0 Oefaul[Gaca..................................1J.6.0.1 1041I Edges tchl`enov elan SD VLA24 Nam® VLV!TTpe ae faalc Dafaulc 2 Fleltl Svltnea tacit 3 mllen 4 acic 5 Otheraa - IGO VI.ANOLUU �_a[Sc Ka 1 Tea[n t ea eCLer ports VLIN ID HAC Adticasa Interface SfInaer a Device V n ar I JU:OJ:05:2D:3t;�6 0/12 I_ med scat is OJ:J]:85:59:21:2t J/1 3 med Ac tal is 1 OJ:C3:65:55:5E:dA 0/] Learned ce!ta 1 J0:0.3:05:5]:26:56 P 411 Lamed A_^Celia ort$ 1 U:?F:C2:oo;EB:93 4/1 -r_ nanagamenc u Port Part Li FX la Port 13 Port 14 EtherWAN Unmanaged SwitchF..an.a en pat Ubiq.iti Edge Switch ]] Port 15 r.:a.n ea pit 14 VL.V!IJ HA•.Adtl , In-e_f..c. ___r.re:: 2.a_us— Gevfce Vender VLAY 1D I4C.0 Aadc= Incarface IfInder status pavice vantlar 1 00:25:64:FC:Bd:4E J/:3 1_ Lametl Dell �----- 00:_5:64:FC:B0:4] 0/14 14 Leacnad Doll 00:30:48:83:]F:E6 0/33 li Leametl aulermi._ro J 00:25:n4:FC:8B:4c J/14 31 Learnea Dell 1 10:66:CA:__:_F:F3 0/33 13 Leamaa Call 3 OU:T:4E:08:'_?:9T 0/14 14 Leametl Co:2re1 1 S 3:PA:4 C:44:25:72 0/13 1] Lamad Cell dA:4C:44:dA:69 0/13 13 Learned Dell Laptl oo Pat 15 Port 1Actelis ML530@TOC �wc Aaareaa erta�a Ifmdaa _ e�i�e venarr vLAv Ic Inc =eacua e 4 OD:02:D1:21:C1:2U W11 15 r,ea JJ:J3:d5:21:36:P4 J/15 t5 Ac�lEa 4 80:30:4 B:B341 F:E1 0/li t5 taacne�l wnicr. Dasher Technologies,Inc. 1675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Confidential Statement of Work for City of Cupertino Dasher reviewed existing network documentation and visited the TOC to document the physical network in order to produce this drawing of the current environment. Not all the devices were accessible during the site visit, but pertinent network information was gathered from the Ubiquiti switch to estimate the number of devices attached to the network that will be migrated to the new network. NEW TRAFFIC OPERATIONS CENTER NETWORK The new network will be deployed as specified below.The existing 1Gbps fiber will be maintained between the TOC and the CHL core and between the TOC and the new traffic server that is located at CHL.The Actelis switch that current terminates the fiber going to the new server will be replaced with the existing TOC-Core switch,an Aruba 2930F. 3 City Hall CHL Core I 16b TOC DMI ber vbn _ Bad:p W, Traffic S-k'n :r6o-devices from Ian 1,10.1.0.0/16.Prefer to move Server hem to a new"an and renumber.or.4 Ubiquiti switch and we need to make sure thistraffic stays Actelisswitch to inihe TOC and does not getforwarded fiber ports on TOC- t the Go GDre-2 including Dell Fi her Device Dell 1 Trunk em�4wP,acm Device Dell Fiber vw{*n%P eed1Easr® me=l,a.:a le;naex scan, Dunce eeei.: Trunk _—"- '------------ "—'-- '---- '--- -------- Device Actelis 1 oo:zs:64:e0:ea:4e vta l3 Leamea Deu - - 1 JJ:3o:4 a;ae:]F6 olt3 v Learned . Sw 1 3a:66:➢ 1:9F:F9 oil, 13 Learned eau Dell ARe is I sJ:M:4C:44:26:]2 olt3 13 Leamed Pell Device Sw 1 5J:9A:4�:44:EA:69 D/13 33 Leamed Pell m k4P 9vD ....•I-r ___ In[c-race 5[a[ • • a artl-• to fiber ports on TOC i4 14 1,-- DellLooks like th ere are about 3 t4 Learned Oell devices connected to the Actelis emeeal Mow devices from Hub to Ethernet switch in Vlan 4.Sorne may be ports on TOC-Core-1.Looks like there copper connections in which st.l D.— are about 3 devices connected to the mse,they will be moved to the atber por Eth—an swil&They are currently in a Laametl Accella 00:pe:6_.:i:_ _ 1' Learned Acr»lla LPunH es PaC 13 00:09:6`:._:_E:A. l_ a Leamed Accalta 0/3 3 • •. • Vlfll ID MP. Adtlreva Inceface _ 5ratua a Ventlor tearnetl Ac[ella C — I•Intlex Oavlc F0:9F:C2:6e:EB:BB 4/1 ]_ t{angamenc Ublqul[v { J0:02:pt:_1:C1:LJ J/]s l5 Le —a P •• 4 11:11:11:?D:36:F4 IS Leaned A<[ella forwarded to the Core. i OJ:Io:46:D1:]F:E] o115 15 Learned 5apa-- nravn By Bevis 1 Oesttiption Customer ' Hasher Engineering 6/26/2019 Traffic Operadans Network city of Cupertino loft Dasher Technologies,]lc. 1 675 Campbell Technology PI<wy,Suite 100,Campbell,CA 95008 Confidential EXHIBIT A & B Statement of Work for City of Cupertino PLANNING DASHER PLANNING STEPS Dasher will work with Client to understand the detailed requirements for the Professional Services project. During the planning phase: 1. Dasher will upgrade the firmware on all devices to the current recommended version 2. Dasher will create configuration files for the Aruba stack of 3810 switches and the Aruba 2930F switch 3. Dasher will gather the parameters needed to perform the configuration of the firewall The deliverable for the planning phase will be documentation that will be used to define the following phases of the Professional Services.The documentation could include architectural diagrams,test plans, installation checklists, configuration files, etc. CLIENT RESPONSIBILITY CHECKLIST Prior to starting work, Client will ensure that the following tasks have been completed.This list will be reviewed with the Project Manager and/or Dasher Engineer during the project kick-off call.Onsite work cannot begin until the checklist is completed. Item Description 1 Client will notify Dasher of the support status of any hardware and software that may be used during the implementation of the professional services detailed in this SOW.Support status is defined as whether the hardware and software is under a support agreement and what the current level of support is. If not notified, Dasher will assume all hardware and software is licensed and under support. 2 Client represents that all software utilized during implementation of the professional services detailed in this SOW adheres to the vendor licensing terms and conditions. Client will notify Dasher if this is not the case. If not notified, Dasher will assume all software is being used according to the terms and conditions of the vendor license agreement. 3 Client has confirmed rack space for the equipment is available. 4 The facility power has been provisioned to the racks and PDUs are provided for applicable hardware installation. 5 Client has IP Addresses,and related services such as DHCP and DNS configured and operational. 6 Schedule a meeting with the vendor of the traffic server software and/or the vendor who originally deployed the TOC network in order to understand any requirements or caveats involved in moving the TOC to a new network. PROFESSIONAL SERVICES IMPLEMENTATION Dasher will work with Client to implement the plan that was created during the planning phase. During the implementation phase: Dasher Technologies,Inc. 1675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Confidential Statement of Work for City of Cupertino 1. Dasher will physically install the switches and firewall 2. Dasher will validate connectivity between the TOC and CHL. 3. Dasher will re-home cables from the existing switches to the new TOC core switches VERIFICATION TESTING Dasher will work with Client to verify the plan that was created during the planning phase. During the verification phase: 1. Dasher will validate access between the TOC and the Cupertino IT network 2. Dasher will confirm access between the new TOC and the traffic server located at City Hall. 3. Dasher will work with Client to validate proper access from the Actelis switches and servers deployed at intersections back to the new TOC network. For service projects(typically networking and security projects)that span multiple locations Client is responsible to provide a staff member at physical location or a staff member capable of logging into devices at each physical location in order to test and troubleshoot the installation and configuration of the new solution delivered as part of this SOW. DOCUMENTATION AND KNOWLEDGE TRANSFER AND OPTIONAL FORMAL TRAINING Dasher will provide knowledge transfer during the implementation of this SOW. Clients are encouraged to participate alongside our professional services team as much or as little as they desire. Dasher will work with Client to identify any changes necessary to existing documentation that come about as a result of the work completed for this project. Dasher will work with Client to create additional documentation to ensure Client is satisfied with the work performed and has the ability to manage it going forward. Dasher recommends clients seek either Dasher or vendor provided formal training to ensure client staff is able to support the solutions Dasher implements for them. POST IMPLEMENTATION SUPPORT Dasher will provide technical support to Client in the form of conference calls or remote support after the professional services have been completed in order to ensure a satisfactory professional services engagement. Client can contact their account manager,the project manager or their Dasher technical resource or use the support@dasher.com email alias to request assistance related to the Professional Services Engagement and typical project or technology questions that occur in the two to three weeks following an implementation. Dasher's SLA for post implementation support is"best effort", based on our current staffing availability and is delivered remotely during the standard business hours defined below. Dasher has proposed uplifted vendor product support in our proposal in order to enable our clients to have the fastest access to resolution of technical issues that come about from issues such as faulty hardware or software and configuration issues and to provide access to updated software and firmware. Dasher Technologies,Inc. 675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Confidential Statement of Work for City of Cupertino CLIENT PREREQUISITES Clients are eligible for the delivery of this service if they meet the following prerequisites: 1. Review this SOW with the Dasher Account Manager and Technical Resource 2. Sign this SOW and submit with a PO in order to formally schedule the service 3. Provide access to a workspace at the implementation site if onsite work is required 4. Provide detailed IT architecture and network diagrams as required to complete the SOW 5. Provide equipment and network configuration files in electronic form as required to complete the SOW 6. Provide login access to all pertinent devices as required to complete the SOW 7. Provide a staff resource with knowledge of the existing environment 8. Associate Dasher Technologies with Vendor support contracts as required to complete the SOW SERVICE LIMITATIONS All activities not specifically discussed in this SOW are excluded from this service. TERMS AND CONDITIONS Unless a Master Services Agreement is in place between our two companies,the Dasher Standard Terms and Conditions of Sale located here http://www.dasher.com/company/terms-conditions/shall apply. Changes to the Project Scope Client and Dasher Technologies must mutually agree in writing to any change in the scope of work before beginning additional work.Additional services beyond this scope of work will be billed at the agreed upon rate and require a Change Order. The time required estimates provided here are based on the information provided by Client and Dasher Technologies understanding of the environment at the time this document was delivered. If during the engagement Dasher Technologies uncovers undisclosed or unknown conditions that significantly impacts the time to complete the described professional services,a review will be conducted to determine potential impact to the project scope. If a significant amount of additional time is required to complete the original professional services, a Change Order will be required. Travel If travel is required for the implementation of this SOW,travel time and customary travel expenses will be charged,which may include, but are not limited to: • Airfare • Hotel • Meals • Rental Car Confidential Information Client and Dasher Technologies mutually agree to limit disclosure of each other's confidential information solely to employees or agents who need to know such information.All such information remains the property of the party disclosing such information. All documents, records, notebooks and other material shall be returned to the owner of the confidential information upon request. --........... .__--_ - Dasher Technologies,Inc. 1 675 Campbell Technology Pkwy,Suite 100,Campbell,CA 95008 Confidential Statement of Work for City of Cupertino Non-Solicitation Starting on the later date(if the dates are different)of the signed agreement and continuing for 1 year thereafter, neither Dasher nor Client will direct any of its agents to encourage or solicit any employee of the other party to leave that other party for any reason, provided, however,that the foregoing provision will not prevent any party or its representatives from, and shall not create any liability under the Agreement with respect to, (i) placing general advertisements for employment which are not specifically directed to any other party's employees, (ii) using independent employment agencies(so long as such agencies are not specifically directed to solicit any employees of such other party)or(iii) hiring any individual who responds to such general solicitation or is presented to such party by any such employment agency or who voluntarily makes unsolicited contact with such party or its representatives. Proposal Time Limit The fees,terms and conditions offered in this statement of work are effective for thirty(30) business days from the date of this Statement of Work. Invoicing Dasher will partially invoice monthly for all professional services hours delivered in that month. For projects which contain specific milestones, Dasher will invoice upon the completion of each milestone. For all projects, Dasher Technologies will invoice Client for all outstanding work not yet invoiced upon completion of all work. Business Hours and Non-Business Hours Business Hours is defined as hours worked between 8:00am and 5:00pm., Monday through Friday,local time, excluding holidays. Non-Business Hours is defined as hours worked outside of standard 8:00am to 5:00pm, Monday through Friday, local time,and will be invoiced at the agreed upon Non-Business Hours rate.All holidays are considered Non-Business Hours. Dasher Technologies,Inc. 1675 Campbell Technology PI<wy,Suite 100,Campbell,CA 95008 Confidential EXHIBIT C Dasher Technologies Corporate Offices 675 Campbell Technology Parkway DASHER Suite 100 CCampbell,CA 95008 Ph: (866)898-9506 TECHNOLOGIES Fax:(866)898-9503 We take IT personally" vendor—invoices@dasher.com ® www.dasher.com Angela Armstrong 408-722-8275 angela.armstrong@dasher.com To: Bill Mitchell Quote#: 540040-003 City of Cupertino 408-777-1333 Quote Prepared: 2/26/2020 billm@cupertino.org Quote Valid Through: 3/27/2020 TOC Network Services 100 1 Dasher Technologies Professional Services $10,772.50 $10,772.50 110 1 DT-SOW- Dasher Technologies Fixed Priced Statement of Work based $10,772.50 $10,772.50 PROSERV Professional Services Project. 120 1 DT-SOW-DOC Dasher Technologies Statement of Work document. $0.00 $0.00 SubTotal $10,772.50 Tax $0.00 Freight $0.00 GrandTotal $10,772.50 Notes: This Proposal is for a Fixed Fee Project with a clearly defined set of deliverables that will be delivered for a set dollar amount as detailed in the Dasher proposal and accompanying SOW. Dasher has estimated the percentage of"Non-Business Hours"time for this SOW as 0%. Please confirm the Non-Business Hours percentage expectation with your Account Executive and 1 540040-001 assigned Professional Services Engineer so that all parties are in agreement about the estimated delivery times for the Professional services. If Travel Expenses are required, Dasher will invoice for actual Travel Expenses incurred,which may be less than or more than our estimate on this proposal. A signed SOW is required along with a PO in order to schedule the work described in the SOW and quoted on the proposal. Statements or description of products, if any, by Dasher, or agents of Dasher are informational only, and not made or given as a warranty of any kind.All sales are subject to Dasher's standard Terms&Conditions which can be found at http://www.daslier.com/company/terms-conditions/ The information contained in this investment proposal is privileged, confidential and protected from disclosure to individuals that are not the intended recipient or agents of the intended recipient. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense,the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability(CGL)for bodily injury,property damage,personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement;or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. h Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). G 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 basis for the benefit of City before the City's own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned,hired,and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury ordisease. J Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession,with limits no less than$2,000,000 per occurrence or$2,000,000 aggregate. If written on a claims made form: a The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five(5)years after completion of the Services. c, If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase "extended reporting"coverage for a minimum of five(5)years after completion of the Services. i Exh.D-Insurance Requirements for Design Professionals&Consultant Contracts Form Updated Sept. 2019 1 i i OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have.all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers j ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10 (11/85) or both CG 20 10 and CG 20 37 forms, if later l editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. j i Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City.At City's option,either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses.The policy shall provide,or be endorsed to provide,that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract),and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all Subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience, insurer or other special circumstances,with not less than ninety(90) days prior written notice. Exh.D-Insurance Requirements for Design Professionals&Consultant Contracts Form Updated Sept. 2019 2 Aco o® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) k.. � 11/26/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER COOT CTJulie Gillan NAME: Leavitt Pacific Insurance Brokers, Inc. PHONE (408)288-6262 FAX A No Ex . A/C,No: t4061298-7635 License #OD79674 E-MAIL ADDRESS: julie—gillan@leavitt.com 1570 The Alameda, Suite 101 INSURERS AFFORDING COVERAGE NAIC# San Jose CA 95126 INSURER A:Hartford Insurance Company of Midwest 37478 INSURED INSURER B:Hartford Casualty Insurance Company A29424 Dasher Technologies, Inc. INSURER C:Sentinel Insurance Company 11000 675 Campbell Technology Pkwy INSURERD:Allied World Insurance Company 22730 Ste 100 INSURER E Campbell CA 95008 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP rypE OF INSURANCE LTR POLICY NUMBER MM/DD/YYYY MM/DDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE ❑X OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 X y 57UUNZC0302 10/1/2019 10/1/2020 HIED EXP(Any one person) $ 10,000 PERSONAL 8 ADV INJURY S 1,000,000 GENIAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 JECT LOC PRODUCTS $ 2,000,000 POLICY� OTHER: Employee Benefits $ 1,000,000 AUTOMOBILE LIABILITY EO accident)DI—SINGLE LIMIT $ 1,000,000 A ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED 57UUNZC0302 10/1/2019 10/1/2020 (Per accident AUTOS AUTOS BODILY INJURYP( ) $ NON-OWNED PROPERTY DAMAGE $ X HIREDAUTOS X AUTOS Per accident $ X UMBRELLALIAB OCCUR EACH OCCURRENCE S 10,000,000 B EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED I X I RETENTIONS 10,000 1 57RHUVJ9897 10/1/2019 10/1/2020 WORKERS COMPENSATION X I PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I I ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑N/A E.L.EACH ACCIDENT $ 1,000,000 EXCLUDED?OFFICERIMEMBER CLUDED7 C (Mandatory In NH) y 57WEGH2291 10/1/2019 10/1/2020 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D E60 Liability 03093262 12/1/2019 12/1/2020 Limit 2,000,000 A Business Personal Property 57UUNZC0302 10/1/2019 10/1/2020 Spec Form Repl Cost DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The City of Cupertino, its City Council, officers, officials, employees, agents, servants, and volunteers are named as additional insured per attached endorsement CG20260413. Primary wording applies per attached endorsement HG00010916 Waiver of subrogation applies to general liability and workers comp per. attached endorsements, HG00010916 and WC000313. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 10300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE Fred Stafford/GAMARTVv // ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD INS025(201401) COMMENTS/REMARKS i (D) Cyber Liability 12/l/2019 - 12/1/2020, Policy #03093262 Limit: $5,000,000 OFREMARK COPYRIGHT 2000, AMS SERVICES INC. POLICY NUMBER: 57 UUN ZC0302 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): CITY OF CUPERTINO, ITS CITY COUNCIL, BOARDS AND COMMISSIONS, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS, VOLUNTEERS AND CONSULTANTS FOR CERTIFICATE NO. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only with Section III—Limits Of Insurance: respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. Required by the contract or agreement; or 1. In the performance of your ongoing operations; or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the applicable 1. The insurance afforded to such additional Limits of Insurance shown in the Declarations. insured only applies to the extent permitted by law;and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 0413 ©Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. (1) The "bodily injury" or "property damage"is Read the entire policy carefully to determine rights, caused by an "occurrence" that takes duties and what is and is not covered. place in the "coverage territory"; i Throughout this policy the words "you" and "your" (2) The "bodily injury" or "property damage" refer to the Named Insured shown in the occurs during the policy period; and i Declarations, and any other person or organization (3) Prior to the policy period, no insured listed qualifying as a Named Insured under this policy. The under Paragraph 1. of Section II —Who Is words "we", "us" and "our" refer to the stock An Insured and no "employee" authorized insurance company member of The Hartford by you to give or receive notice of an providing this insurance. "occurrence" or claim, knew that the The word "insured" means any person or "bodily injury" or "property damage" had organization qualifying as such under Section II — occurred, in whole or in part. If such a Who Is An Insured. listed insured or authorized "employee" Other words and phrases that appear in quotation knew, prior to the policy period, that the marks have special meaning. Refer to Section V — "bodily injury" or "property damage" Definitions. occurred, then any continuation, change SECTION I—COVERAGES or resumption of such "bodily injury" or "property damage" during or after the COVERAGE A BODILY INJURY AND PROPERTY policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" will be a. We will pay those sums that the insured deemed to have been known to have becomes legally obligated to pay.as damages occurred at the earliest time when any because of "bodily injury" or "property insured listed under Paragraph 1.of Section II damage" to which this insurance applies. We — Who Is An Insured or any "employee" will have the right and duty to defend the authorized by you to give or receive notice of insured against any "suit" seeking those an"occurrence"or claim: damages. However, we will have no duty to (1) Reports all, or any part, of the "bodily defend the insured against any "suit" seeking injury" or "property damage" to us or any damages for "bodily injury" or "property other insurer; damage" to which this insurance does not (2) Receives a written or verbal demand or apply. We may, at our discretion, investigate claim for damages because of the "bodily any"occurrence"and settle any claim or"suit' injury"or"property damage"; or that may result. But: (1) The amount we will pay for damages is (3) Becomes aware by any other means that limited as described in Section III — Limits "bodily injury" or "property damage" has Of Insurance; and occurred or has begun to occur. (2) Our right and duty to defend ends when d. Damages because of "bodily injury" include we have used up the applicable limit of damages claimed by any person or organization for care, loss of services or insurance in the payment of judgments or settlements under Coverages A or B or death resulting at any time from the "bodily medical expenses under Coverage C. injury". No other obligation or liability to pay sums or e. Incidental Medical Malpractice And Good Samaritan Coverage perform acts or services is covered unless explicitly provided for under Supplementary "Bodily injury" arising out of the rendering of Payments—Coverages A and B. or failure to render the following health care b. This insurance applies to "bodily injury" and services by any "employee" or "volunteer worker" shall be deemed to be caused by an "property damage"only if: "occurrence"for: HG 00 0109 16 Page 1 of 21 ©2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc.with its permission.) (1) Professional health care services such as: (a) Liability to such party for, or for the (a) Medical, surgical, dental, laboratory, x- cost of, that party's defense has also ray or nursing services or treatment, been assumed in the same "insured advice or instruction, or the related contract'; and furnishing of food or beverages; (b) Such attorney fees and litigation (b) Any health or therapeutic service, expenses are for defense of that party treatment, advice or instruction; or against a civil or alternative dispute (c) The furnishing or dispensing of drugs resolution proceeding in whichdamages to which this insurance or medical, dental, or surgical supplies applies are alleged. or appliances; or (2) First aid services, which include: c. Liquor Liability "Bodily injury" or"property damage"for which (a) Cardiopulmonary resuscitation,whether performed manually or with a any insured may be held liable by reason of: defibrillator; or (1) Causing or contributing to the intoxication (b) Services performed as a Good of any person; Samaritan. (2) The furnishing of alcoholic beverages to a For the purpose of determining the limits of person under the legal drinking age or under the influence of alcohol; or insurance, any act or omission together with all related acts or omissions in the furnishing (3) Any statute, ordinance or regulation of these services to any one person will be relating to the sale, gift, distribution or use considered one"occurrence". of alcoholic beverages. However, this Incidental Medical Malpractice This exclusion applies even if the claims And Good Samaritan Coverage provision against any insured allege negligence or applies only if you are not engaged in the other wrongdoing in: business or occupation of providing any of the (a) The supervision, hiring, employment, services described in this provision. training or monitoring of others by that 2. Exclusions insured; or This insurance does not apply to: (b) Providing or failing to provide transportation with respect to any a. Expected Or Intended Injury person that may be under the influence "Bodily injury" or"property damage" expected of alcohol; or intended from the standpoint of the if the "occurrence" which caused the "bodily insured. This exclusion does not apply to "bodily injury" or "property damage" resulting injury" or "property damage", involved that which is described in Paragraph (1), (2) or(3) from the use of reasonable force to protect above. persons or property. However, this exclusion applies only if you b. Contractual Liability are in the business of manufacturing, "Bodily injury" or "property damage"for which distributing, selling, serving or furnishing the insured is obligated to pay damages by alcoholic beverages. For the purposes of this reason of the assumption of liability in a exclusion, permitting a person to bring contract or agreement. This exclusion does alcoholic beverages on your premises, for not apply to liability for damages: consumption on your premises, whether or (1) That the insured would have in the not a fee is charged or a license is required absence of the contract or agreement; or for such activity, is not by itself considered the (2) Assumed in a contract or agreement that business of selling, serving or furnishingalcoholic beverages. is an "insured contract", provided the "bodily injury" or "property damage" d. Workers' Compensation And Similar Laws occurs subsequent to the execution of the Any obligation of the insured under a workers' contract or agreement. Solely for the compensation, disability benefits or purposes of liability assumed in an unemployment compensation law or any "insured contract", reasonable attorney similar law. fees and necessary litigation expenses e. Employer's Liability incurred by or for a party other than an insured are deemed to be damages "Bodily injury"to: because of "bodily injury" or "property (1) An "employee"of the insured arising out of damage", provided: and in the course of: Page 2 of 21 HG 00 0109 16 (a) Employment by the insured;or the handling, storage, disposal, (b) Performing duties related to the processing or treatment of waste; conduct of the insured's business;or (c) Which are or were at any time (2) The spouse, child, parent, brother or sister transported, handled, stored, treated, of that "employee" as a consequence of disposed of, or processed as waste by Paragraph(1)above. or for: This exclusion applies: (i) Any insured; or (1) Whether the insured maybe liable as an (ii) Any person or organization for employer or in any other capacity; and whom you may be legally (2) To any obligation to share damages with responsible; or repay someone else who must pay (d) At or from any premises, site or damages because of the injury. location on which any insured or any This exclusion does not apply to liability contractors or subcontractors workingdirectly or indirectly on any insured's assumed by the insured under an "insured behalf are performing operations if the contract". "pollutants" are brought on or to the f. Pollution premises, site or location in connection (1) "Bodily injury" or "property damage" with such operations by such insured, arising out of the actual, alleged or contractor or subcontractor. However, threatened discharge, dispersal, seepage, this subparagraph does not apply to: migration, release or escape of (i) "Bodily injury"or"property damage" "pollutants": arising out of the escape of fuels, (a) At or from any premises, site or lubricants or other operating fluids location which is or was at any time which are needed to perform the owned or occupied by, or rented or normal electrical, hydraulic or loaned to, any insured. However, this mechanical functions necessary for subparagraph does not apply to: the operation of"mobile equipment" (i) "Bodily injury" if sustained within a or its parts, if such fuels, lubricants building and caused by smoke, or other operating fluids escape fumes, vapor or soot produced by from a vehicle part designed to or originating from equipment that hold, store or receive them. Thisexception does not apply if the tused to heat, cool or dehumidify "bodily injury" or"property damage" the building, or equipment that is arises out of the intentional used to heat water for personal discharge, dispersal or release of use, by the building's occupants or the fuels, lubricants or other their guests; operating fluids, or if such fuels, (ii) "Bodily injury"or"property damage" lubricants or other operating fluids for which you may be held liable, if are brought on or to the premises, you are a contractor and the owner site or location with the intent that or lessee of such premises, site or they be discharged, dispersed or location has been added to your released as part of the operations policy as an additional insured with being performed by such insured, respect to your ongoing operations contractor or subcontractor; performed for that additional (ii) "Bodilyinjury"or"property dama e" insured at that premises, site or y g sustained within a building and location and such premises, site or caused by the release of gases, location is not and never was fumes or vapors from materials owned or occupied by, or rented or brought into that building in loaned to, any insured, other than connection with operations being that additional insured; or performed by you or on your behalf (iii) "Bodily injury"or"property damage" by a contractor or subcontractor;or arising out of heat, smoke or fumes from a"hostile fire"; (iii) 'Bodily injury"or"property damage" arising out of heat, smoke or fumes (b) At or from any premises, site or from a"hostile fire'; or location which is or was at any time (e) At or from any premises, site or used by or for any insured or others for location on which any insured or any contractors or subcontractors working HG 00 01 09 16 Page 3 of 21 directly or indirectly on any insured's to, premises you own or rent, provided the behalf are performing operations if the "auto" is not owned by or rented or loaned operations are to test for, monitor, to you or the insured; clean up, remove, contain, treat, (4) Liability assumed under any "insured detoxify or neutralize, or in any way contract" for the ownership, maintenance respond to, or assess the effects of, or use of aircraft or watercraft; "pollutants". (2) Any loss, cost or expense arising out of (5) "Bodily injury" or "property damage" arising out of: any: (a) The operation of machinery or (a) Request, demand, order or statutory or equipment that is attached to, or part regulatory requirement that any of, a land vehicle that would qualify insured or others test for, monitor, under the definition of "mobile clean up, remove, contain, treat, equipment" if it were not subject to a detoxify or neutralize, or in any way compulsory or financial responsibility respond to, or assess the effects of, law or other motor vehicle insurance "pollutants"; or law where it is licensed or principally (b) Claim or suit by or on behalf of a garaged; or governmental authority for damages (b) The operation of any of the machinery because of testing for, monitoring, or equipment listed in Paragraph f.(2) cleaning up, removing, containing, or f.(3) of the definition of "mobile treating, detoxifying or neutralizing, or equipment"; or in any way responding to, or assessing the effects of, "pollutants". (6) An aircraft that is not owned by any insured and is hired, chartered or loaned However, this paragraph does not apply to with a paid crew. However, this exception liability for damages because of"property does not apply if the insured has any other damage" that the insured would have in insurance for such "bodily injury" or the absence of such request, demand, "property damage", whether the other order or statutory or regulatory insurance is primary, excess, contingent requirement, or such claim or "suit" by or or on any other basis. on behalf of a governmental authority. h. Mobile Equipment g. Aircraft,Auto Or Watercraft "Bodily injury" or "property damage" arising "Bodily injury" or "property damage" arising out of: out of the ownership, maintenance, use or (1) The transportation of "mobile equipment" entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or by an "auto" owned or operated by or loaned to any insured. Use includes operation rented or loaned to any insured; or and "loading or unloading". (2) The use of"mobile equipment" in, or while This exclusion applies even if the claims in practice for, or while being prepared for, against any insured allege negligence or any prearranged racing, speed, other wrongdoing in the supervision, hiring, demolition, or stunting activity. employment, training or monitoring of others i. War by that insured, if the "occurrence" which "Bodily injury" or"property damage", however caused the "bodily injury" or "property caused, arising, directly or indirectly, out of: damage" involved the ownership, maintenance, use or entrustment to others of (1) War, including undeclared or civil war; any aircraft, "auto"or watercraft that is owned (2) Warlike action by a military force, including or operated by or rented or loaned to any action in hindering or defending against an insured. actual or expected attack, by any This exclusion does not apply to: government, sovereign or other authority using military personnel or other agents; (1) A watercraft while ashore on premises you or own or rent; (3) Insurrection, rebellion, revolution, usurped (2) A watercraft you do not own that is: power, or action taken by governmental (a) Less than 51 feet long; and authority in hindering or defending against (b) Not being used to carry persons for a any of these. charge; j. Damage To Property (3) Parking an "auto" on, or on the ways next "Property damage"to: Page 4 of 21 HG 00 0109 16 (1) Property you own, rent, or occupy, This exclusion does not apply if the damaged including any costs or expenses incurred work or the work out of which the damage by you, or any other person, organization arises was performed on your behalf by a or entity, for repair, replacement, subcontractor. enhancement, restoration or maintenance m. Damage To Impaired Property Or Property of such property for any reason, including Not Physically Injured prevention of injury to a person or damage "Property damage" to "impaired property" or to another's property; (2) Premises you sell, give away or abandon, property that has not been physically injured, arising out of: if the "property damage" arises out of any 1 A defect, deficiency, inadequacy or part of those premises; ( ) Y, q Y (3) Property loaned to you; dangerous condition in "your product" or your work"; or (4) Personal property in the care, custody or (2) A delay or failure by you or anyone acting control of the insured; on your behalf to perform a contract or (5) That particular part of real property on agreement in accordance with its terms. which you or any contractors or This exclusion does not apply to the loss of subcontractors use of other property arising out of sudden working directly or indirectly on your behalf and accidental physical injury to "your are performing operations, if the "property product" or "your work" after it has been put damage"arises out of those operations; or to its intended use. (6) That particular part of any property that n. Recall Of Products,Work Or Impaired must be restored, repaired or replaced Property because "your work" was incorrectly Damages claimed for any loss, cost or performed on it. expense incurred by you or others for the loss Paragraphs (1), (3) and (4) of this exclusion of use, withdrawal, recall, inspection, repair, do not apply to "property damage"(other than replacement, adjustment, removal or disposal damage by fire) to premises, including the of: contents of such premises, rented to you for a period of seven or fewer consecutive days. A (1) "Your product"; separate limit of insurance applies to Damage (2) "Your work"; or To Premises Rented To You as described in (3) "Impaired property"; Section III—Limits Of Insurance. if such product, work, or property is withdrawn Paragraph (2) of this exclusion does not apply or recalled from the market or from use by if the premises are 'your work" and were any person or organization because of a never occupied, rented or held for rental by known or suspected defect, deficiency, you. inadequacy or dangerous condition in it. Paragraphs (3) and (4) of this exclusion do o. Personal And Advertising Injury not apply to "property damage" arising from the use of elevators. "Bodily injury" arising out of "personal and advertising injury". Paragraphs (3), (4), (5) and (6) of this exclusions not apply liability assumed p• Access or Disclosure Of Confidential Or under a sidetrack agreement. Personal Information And Data-related Liability Paragraphs (3) and (4) of this exclusion do Damages arising out of: not apply to "property damage" to borrowed equipment while not being used to perform (1) Any access to or disclosure of any operations at the job site. person's or organization's confidential or Paragraph(6) of this exclusion does not apply personal information, including patents, to "property damage" included in the trade secrets, processing methods, "products-completed operations hazard". customer lists, financial information, credit card information, health information or any k. Damage To Your Product other type of nonpublic information; or "Property damage" to "your product" arising (2) The loss of, loss of use of, damage to, out of it or any part of it. corruption of, inability to access, or I. Damage To Your Work inability to manipulate electronic data. "Property damage" to "your work" arising out This exclusion applies even if damages are of it or any part of it and included in the claimed for notification costs, credit "products-completed operations hazard". monitoring expenses, forensic expenses, HG 00 0109 16 Page 5 of 21 public relations expenses or any other loss, assess the effects of an "asbestos cost or expense incurred by you or others hazard'; or arising out of that which is described in (c) Arise out of any claim or suit for Paragraph (1)or(2)above. damages because of testing for, However, unless Paragraph (1) above monitoring, cleaning up, removing, applies, this exclusion does not apply to encapsulating, containing, treating, damages because of"bodily injury'. detoxifying or neutralizing or in any As used in this exclusion, electronic data way responding to or assessing the means information, facts or programs stored effects of an "asbestos hazard". as or on, created or used on, or transmitted to s. Recording And Distribution Of Material Or or from computer software, including systems Information In Violation Of Law and applications software, hard or floppy "Bodily injury' or "property damage" arising disks, CD-ROMS, tapes, drives, cells, data directly or indirectly out of any action or processing devices or any other media which omission that violates or is alleged to violate: are used with electronically controlled 1 The Telephone Consumer Protection Act equipment. ( ) (TCPA), including any amendment of or q. Employment-Related Practices addition to such law; "Bodily injury"to: (2) The CAN-SPAM Act of 2003, including (1) A person arising out of any "employment— any amendment of or addition to such law; related practices"; or (3) The Fair Credit Reporting Act(FCRA), and (2) The spouse, child, parent, brother or sister any amendment of or addition to such law, of that person as a consequence of"bodily including the Fair and Accurate Credit injury' to that person at whom any Transaction Act(FACTA); or "employment-related practices" are (4) Any federal, state or local statute, directed. ordinance or regulation, other than the This exclusion applies: TCPA or CAN-SPAM Act of 2003 or FCRA (1) Whether the injury-causing event and their amendments and additions, that described in the definition of"employment- addresses, prohibits or limits the printing, related practices" occurs before dissemination, disposal, collecting, employment, during employment or after recording, sending, transmitting, employment of that person; communicating or distribution of material (2) Whether the insured may be liable as an or information. employer or in any other capacity; and Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or (3) To any obligation to share damages with Explosion or repay someone else who must pay Exclusions c. through h. and through damages because of the injury. 9 j n. do not r. Asbestos apply to damage by fire, lightning or explosion to premises while rented to you or temporarily (1) 'Bodily injury" or "property damage" occupied by you with permission of the owner. A arising out of the "asbestos hazard". separate limit of insurance applies to this (2) Any damages, judgments, settlements, coverage as described in Section III — Limits Of loss, costs or expenses that: Insurance. (a) May be awarded or incurred by reason COVERAGE B PERSONAL AND ADVERTISING of any claim or suit alleging actual or INJURY LIABILITY threatened injury or damage of any 1. Insuring Agreement nature or kind to persons or property a. We will pay those sums that the insured which would not have occurred in becomes legally obligated to pay as damages whole or in part but for the "asbestos because of "personal and advertising injury' hazard"; to which this insurance applies. We will have (b) Arise out of any request, demand, the right and duty to defend the insured order or statutory or regulatory against any "suit' seeking those damages. requirement that any insured or others However, we will have no duty to defend the test for, monitor, clean up, remove, insured against any "suit' seeking damages encapsulate, contain, treat, detoxify or for "personal and advertising injury' to which neutralize or in any way respond to or this insurance does not apply.We may, at our Page 6 of 21 HG 00 0109 16 discretion, investigate any offense and settle use another's "advertising idea" in your any claim or"suit"that may result. But: "advertisement". (1) The amount we will pay for damages is g. Quality Or Performance Of Goods — limited as described in Section III — Limits Failure To Conform To Statements Of Insurance; and "Personal and advertising injury"arising out of (2) Our right and duty to defend end when we the failure of goods, products or services to have used up the applicable limit of conform with any statement of quality or insurance in the payment of judgments or performance made in your"advertisement". settlements under Coverages A or B or h. Wrong Description Of Prices medical expenses under Coverage C. "Personal and advertising injury"arising out of No other obligation or liability to pay sums or the wrong description of the price of goods, perform acts or services is covered unless products or services. explicitly provided for under Supplementary Payments—Coverages A and B. i. Infringement Of Intellectual Property b. This insurance applies to Rights pp "personal and advertising injury" caused by an offense (1) "Personal and advertising injury" arising arising out of your business but only if the out of any actual or alleged infringement offense was committed in the "coverage or violation of any intellectual property territory"during the policy period. rights such as copyright, patent, trademark, trade name, trade secret, trade 2. Exclusions dress, service mark or other designation This insurance does not apply to: of origin or authenticity; or a. Knowing Violation Of Rights Of Another (2) Any injury or damage alleged in any clam "Personal and advertising injury"arising out of or "suit" that also alleges an infringement an offense committed by, at the direction or or violation of any intellectual property with the consent or acquiescence of the right, whether such allegation of insured with the expectation of inflicting infringement or violation is made by you or "personal and advertising injury". by any other party involved in the claim or b. Material Published With Knowledge Of "suit", regardless of whether this Falsity insurance would otherwise apply. "Personal and advertising injury"arising out of However, this exclusion does not apply if the oral, written or electronic publication, in any only allegation in the claim or "suit' involving manner, of material, if done by or at the any intellectual property right is limited to: direction of the insured with knowledge of its (1) Infringement, in your"advertisement", of: falsity. (a) Copyright; c. Material Published Prior To Policy Period (b) Slogan; or Personal and advertising injury arising out of (c) Title of any literary or artistic work; or oral, written or electronic publication, in any manner, of material whose first publication (2) Copying, in your "advertisement", a person's or organization's "advertising took place before the beginning of the policy idea"or style of"advertisement". period. j. Insureds In Media And Internet Type d. Criminal Acts Businesses "Personal and advertising injury"arising out of "Personal and advertising injury" committed a criminal act committed by or at the direction by an insured whose business is: of the insured. (1) Advertising, broadcasting, publishing or e. Contractual Liability telecasting; "Personal and advertising injury"for which the (2) Designing or determining content of web insured has assumed liability in a contract or sites for others; or agreement. This exclusion does not apply to liability for damages that the insured would (3) An Internet search, access, content or have in the absence of the contract or service provider. agreement. However, this exclusion does not apply to f. Breach Of Contract Paragraphs a., b. and c. of the definition of "Personal and advertising injury"arising out of a "personal and advertising injury" under theDefinitions Section. breach of contract,except an implied contract to HG 00 01 09 16 Page 7 of 21 For the purposes of this exclusion, the placing "Personal and advertising injury" arising out of frames, borders or links, or advertising, for of: you or others anywhere on the Internet, is not (1) An "advertisement"for others on your web by itself, considered the business of site; advertising, broadcasting, publishing or telecasting. (2) Placing a link to a web site of others on k. Electronic Chatrooms Or Bulletin Boards your web site; "Personal and advertising injury"arising out of (3) Content, including information, sounds, text, graphics, or images from a web site an electronic chatroom or bulletin board the of others displayed within a frame or insured hosts, owns, or over which the border your web site;within insured exercises control. or (4) Computer code, software or programming I. Unauthorized Use Of Another's Name Or used to enable: Product "Personal and advertising injury"arising out of (a) Your web site; or the unauthorized use of another's name or (b) The presentation or functionality of an product in your e-mail address, domain name "advertisement" or other content on or metatags, or any other similar tactics to your web site. mislead another's potential customers. q. Right Of Privacy Created By Statute m. Pollution "Personal and advertising injury"arising out of "Personal and advertising injury"arising out of the violation of a person's right of privacy the actual, alleged or threatened discharge, created by any state or federal act. dispersal, seepage, migration, release or However, this exclusion does not apply to escape of"pollutants"at any time. liability for damages that the insured would n. Pollution-Related have in the absence of such state or federal act. Any loss, cost or expense arising out of any: r. Violation Of Anti-Trust law (1) Request, demand, order or statutory or regulatory requirement that any insured or "Personal and advertising injury"arising out of others test for, monitor, clean up, remove, a violation of any anti-trust law. contain, treat, detoxify or neutralize, or in s. Securities any way respond to, or assess the effects "Personal and advertising injury"arising out of of, "pollutants"; or the fluctuation in price or value of any stocks, (2) Claim or suit by or on behalf of a bonds or other securities. governmental authority for damages t. Recording And Distribution Of Material Or because of testing for, monitoring, Information In Violation Of Law cleaning up, removing, containing, treating, detoxifying or neutralizing, or in "Personal and advertising injury" arising any way responding to, or assessing the directly or indirectly out of any action or effects of, "pollutants". omission that violates or is alleged to violate: o. War (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or "Personal and advertising injury", however addition to such law; caused, arising, directly or indirectly, out of: (2) The CAN-SPAM Act of 2003, including (1) War, including undeclared or civil war; any amendment of or addition to such law; (2) Warlike action by a military force, including (3) The Fair Credit Reporting Act(FCRA), and action in hindering or defending against an any amendment of or addition to such law, actual or expected attack, by any including the Fair and Accurate Credit government, sovereign or other authority Transaction Act(FACTA); or using military personnel or other agents; or (4) Any federal, state or local statute, ordinance or regulation, other than the (3) Insurrection, rebellion, revolution, usurped TCPA or CAN-SPAM Act of 2003 or FCRA power, or action taken by governmental and their amendments and additions, that authority in hindering or defending against addresses, prohibits or limits the printing, any of these. dissemination, disposal, collecting, p. Internet Advertisements And Content Of recording, sending, transmitting, Others communicating or distribution of material or information. Page 8 of 21 HG 00 01 09 16 u. Employment-Related Practices information or any other type of nonpublic "Personal and advertising injury" to: information. (1) A person arising out of any "employment— This exclusion applies even if damages are related practices"; or claimed for notification costs, credit monitoring expenses, forensic expenses, (2) The spouse, child, parent, brother or sister public relations expenses or any other loss, of that person as a consequence of cost or expense incurred by you or others "personal and advertising injury" to that arising out of any access to or disclosure of person at whom any "employment-related any person's or organization's confidential or practices"are directed. personal information. This exclusion applies: COVERAGE C MEDICAL PAYMENTS (1) Whether the injury-causing event 1. Insuring Agreement described in the definition of"employment- a. We will pay medical expenses as described related practices" occurs before below for "bodily injury" caused by an employment, during employment or after accident: employment of that person; (1) On premises you own or rent; (2) Whether the insured may be liable as an 2 employer or in any other capacity;and ( ) On ways next to premises you own or rent; or (3) To any obligation to share damages with (3) Because of your operations; or repay someone else who must pay damages because of the injury. provided that: v. Asbestos (1) The accident takes place in the "coverage (1) "Personal and advertising injury" arising territory"and during the policy period; out of the"asbestos hazard". (2) The expenses are incurred and reported (2) Any damages, judgments, settlements, to us within three years of the date of the loss, costs or expenses that: accident; and (a) May be awarded or incurred by reason (3) The injured person submits to of any claim or suit alleging actual or examination, at our expense, by threatened injury or damage of any physicians of our choice as often as we nature or kind to persons or property reasonably require. which would not have occurred in b. We will make these payments regardless of whole or in part but for the "asbestos fault. These payments will not exceed the hazard"; applicable limit of insurance. We will pay (b) Arise out of any request, demand, reasonable expenses for: order or statutory or regulatory (1) First aid administered at the time of an requirement that any insured or others accident; test for, monitor, clean up, remove, (2) Necessary medical, surgical, X-ray and encapsulate, contain, treat, detoxify or dental services, including prosthetic neutralize or in any way respond to or devices; and assess the effects of an "asbestos (3) Necessary ambulance, hospital, hazard"; or professional nursing and funeral services. (c) Arise out of any claim or suit for 2. Exclusions damages because of testing for, monitoring, cleaning up, removing, We will not pay expenses for"bodily injury": encapsulating, containing, treating, a. Any Insured detoxifying or neutralizing or in any To any insured, except"volunteer workers". way responding to or assessing the effects of an "asbestos hazard". b. Hired Person w. Access Or Disclosure Of Confidential Or To a person hired to do work for or on behalf Personal Information of any insured or a tenant of any insured. "Personal and advertising injury"arising out of c. Injury On Normally Occupied Premises any access to or disclosure of any person's or To a person injured on that part of premises organization's confidential or personal you own or rent that the person normally information, including patents, trade secrets, occupies. processing methods, customer lists, financial information, credit card information, health d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of HG 00 0109 16 Page 9 of 21 any insured, if benefits for the "bodily injury" are party to the "suit", we will defend that indemnitee payable or must be provided under a workers' if all of the following conditions are met: compensation or disability benefits law or a a. The "suit" against the indemnitee seeks similar law. damages for which the insured has assumed e. Athletics Activities the liability of the indemnitee in a contract or To a person injured while practicing, agreement that is an "insured contract"; instructing or participating in any physical b. This insurance applies to such liability exercises or games, sports, or athletic assumed by the insured; contests. c. The obligation to defend, or the cost of the f. Products-Completed Operations Hazard defense of, that indemnitee, has also been Included within the "products-completed assumed by the insured in the same "insured operations hazard". contract"; g. Coverage A Exclusions d. The allegations in the "suit" and the information we know about the "occurrence" Excluded under Coverage A. are such that no conflict appears to exist SUPPLEMENTARY PAYMENTS — COVERAGES between the interests of the insured and the A AND B interests of the indemnitee; 1. We will pay, with respect to any claim we e. The indemnitee and the insured ask us to investigate or settle, or any "suit" against an conduct and control the defense of that insured we defend: indemnitee against such "suit"and agree that a. All expenses we incur. we can assign the same counsel to defend b. Up to $1,000 for cost of bail bonds required the insured and the indemnitee; and because of accidents or traffic law violations f. The indemnitee: arising out of the use of any vehicle to which (1) Agrees in writing to: the Bodily Injury Liability Coverage applies. (a) Cooperate with us in the investigation, We do not have to furnish these bonds. settlement or defense of the"suit"; c. The cost of appeal bonds or bonds to release (b) Immediately send us copies of any attachments, but only for bond amounts demands,notices, summonses or legal within the applicable limit of insurance.We do papers received in connection with the not have to furnish these bonds. "suit"; d. All reasonable expenses incurred by the (c) Notify any other insurer whose insured at our request to assist us in the coverage is available to the investigation or defense of the claim or"suit", indemnitee; and including actual loss of earnings up to $500 a day because of time off from work. (d) Cooperate with us with respect to e. All court costs taxed against the insured in coordinating other applicable the "suit". However, such costs do not insurance available to the indemnitee; include attorneys' fees, attorneys' expenses, and witness or expert fees, or any other expenses (2) Provides us with written authorization to: of a party taxed to the insured. (a) Obtain records and other information f. Prejudgment interest awarded against the related to the"suit"; and insured on that part of the judgment we pay. If (b) Conduct and control the defense of the we make an offer to pay the applicable limit of indemnitee in such "suit". insurance, we will not pay any prejudgment So long as the above conditions are met, interest based on that period of time after the attorneys' fees incurred by us in the defense of offer. that indemnitee, g. All interest on the full amount of any judgment necessary litigation expenses incurred by us and that accrues after entry of the judgment and necessary litigation expenses incurred by the before we have paid, offered to pay, or indemnitee at our request will be paid as deposited in court the part of the judgment Supplementary Payments. Notwithstanding the that is within the applicable limit of insurance. provisions of Paragraph 2.b.(2) of Section I — These payments will not reduce the limits of Coverage A — Bodily Injury And Property insurance. Damage Liability, such payments will not be 2. If we defend an insured against a "suit" and an deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits indemnitee of the insured is also named as a of insurance. Page 10 of 21 HG 00 01 09 16 Our obligation to defend an insured's indemnitee liability company), to a co-"employee" and to pay for attorneys' fees and necessary while in the course of his or her litigation expenses as Supplementary Payments employment or performing duties ends when: related to the conduct of your a. We have used up the applicable limit of business, or to your other "volunteer insurance in the payment of judgments or workers" while performing duties settlements; or related to the conduct of your b. The conditions set forth above, or the terms of business; the agreement described in Paragraph f. (b) To the spouse, child, parent, brother or above, are no longer met. sister of that co-"employee" or that SECTION II—WHO IS AN INSURED "volunteer worker" as a consequence of Paragraph(1)(a)above; 1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole of the injury described in Paragraphs owner. (1)(a) or(1)(b)above; or b. A partnership or joint venture, you are an (d) Arising out of his or her providing or insured. Your members, your partners, and failing to provide professional health their spouses are also insureds, but only with care services. respect to the conduct of your business. If you are not in the business of providing c. A limited liability company, you are an professional health care services: insured. Your members are also insureds, but (a) Subparagraphs (1)(a), (1)(b) and (1)(c) only with respect to the conduct of your above do not apply to any "employee" business. Your managers are insureds, but or "volunteer worker" providing first aid only with respect to their duties as your services; and managers. d. An organization other than a partnership,joint (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical venture or limited liability company, you are technician or paramedic employed by an insured. Your "executive officers" and you to provide such services. directors are insureds, but only with respect to their duties as your officers or directors. Your (2) "Property damage"to property: stockholders are also insureds, but only with (a) Owned, occupied or used by, respect to their liability as stockholders. (b) Rented to, in the care, custody or e. A trust, you are an insured. Your trustees are control of, or over which physical also insureds, but only with respect to their control is being exercised for any duties as trustees. purpose by 2. Each of the following is also an insured: you, any of your "employees", "volunteer a. Employees And Volunteer Workers workers", any partner or member (if you Your "volunteer workers" only while are a partnership or joint venture), or any performing duties related to the conduct of member (if you are a limited liability your business, or your "employees", other company). than either your"executive officers"(if you are b. Real Estate Manager an organization other than a partnership,joint Any person (other than your "employee" or venture or limited liability company) or your "volunteer worker"), or any organization while managers (if you are a limited liability acting as your real estate manager. company), but only for acts within the scope c. Temporary Custodians Of Your Property of their employment by you or while performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, However, none of these "employees" or but only: "volunteer workers"are insureds for: (1) With respect to liability arising out of the (1) "Bodily injury"or"personal and advertising maintenance or use of that property;and injury": (2) Until your legal representative has been (a) To you, to your partners or members(if appointed. you are a partnership or joint venture), d. Legal Representative If You Die to your members (if you are a limited Your legal representative if you die, but only HG 00 0109 16 Page 11 of 21 with respect to duties as such. That 5. Additional Insureds When Required By representative will have all your rights and Written Contract, Written Agreement Or duties under this Coverage Part. Permit e. Unnamed Subsidiary The following person(s) or organization(s) are an Any subsidiary, and subsidiary thereof, of additional insured when you have agreed, in a yours which is a legally incorporated entity of written contract, written agreement or because of which you own a financial interest of more a permit issued by a state or political subdivision, than 50% of the voting stock on the effective that such person or organization be added as an date of the Coverage Part. additional insured on your policy, provided the The insurance afforded herein for any injury or damage occurs subsequent to the subsidiary not named in this Coverage Part execution of the contract or agreement. as a named insured does not apply to injury A person or organization is an additional insured or damage with respect to which such insured under this provision only for that period of time is also a named insured under another policy required by the contract or agreement, or would be a named insured under such However, no such person or organization is an policy but for its termination or the exhaustion insured under this provision if such person or of its limits of insurance. organization is included as an insured by an 3. Newly Acquired Or Formed Organization endorsement issued by us and made a part of Any organization you newly acquire or form, this Coverage Part. other than a partnership, joint venture or limited a. Vendors liability company, and over which you maintain Any person(s) or organization(s) (referred to financial interest of more than 50% of the voting below as vendor), but only with respect to stock, will qualify as a Named Insured if there is "bodily injury" or "property damage" arising no other similar insurance available to that out of"your products"which are distributed or organization. However: sold in the regular course of the vendor's a. Coverage under this provision is afforded only business and only if this Coverage Part until the 180th day after you acquire or form provides coverage for "bodily injury" or the organization or the end of the policy property damage" included within the period, whichever is earlier; "products-completed operations hazard". b. Coverage A does not apply to "bodily injury" (1) The insurance afforded the vendor is or "property damage" that occurred before subject to the following additional you acquired or formed the organization; and exclusions: c. Coverage B does not apply to "personal and This insurance does not apply to: advertising injury" arising out of an offense (a) "Bodily injury" or"property damage"for committed before you acquired or formed the which the vendor is obligated to pay organization. damages by reason of the assumption 4. Nonowned Watercraft of liability in a contract or agreement. With respect to watercraft you do not own that is This exclusion does not apply to liability for damages that the vendor a less than 51 feet long and is not being used to would have in the absence e the carry persons for a charge, any person is an contract a agreement; insured while operating such watercraft with your permission. Any other person or organization (b) Any express warranty unauthorized by responsible for the conduct of such person is you; also an insured, but only with respect to liability (c) Any physical or chemical change in the arising out of the operation of the watercraft, and product made intentionally by the only if no other insurance of any kind is available vendor; to that person or organization for this liability. (d) Repackaging, except when unpacked However, no person or organization is an insured solely for the purpose of inspection, with respect to: demonstration, testing, or the a. "Bodily injury" to a co-"employee" of the substitution of parts under instructions person operating the watercraft; or from the manufacturer, and then b. "Property damage" to property owned by, repackaged in the original container; rented to, in the charge of or occupied by you (e) Any failure to make such inspections, or the employer of any person who is an adjustments, tests or servicing as the insured under this provision. vendor has agreed to make or normally Page 12 of 21 HIS 00 0109 16 undertakes to make in the usual This insurance does not apply to: course of business, in connection with 1. Any "occurrence" which takes place after the distribution or sale of the products; you cease to lease that land; or (f) Demonstration, installation, servicing 2. Structural alterations, new construction or or repair operations, except such demolition operations performed by or on operations performed at the vendor's behalf of such person or organization. premises in connection with the sale of the product; d. Architects, Engineers Or Surveyors (g) Products which, after distribution or Any architect, engineer, or surveyor, but only sale by you, have been labeled or with respect to liability for "bodily injury", relabeled or used as a container, part "property damage" or "personal and or ingredient of any other thing or advertising injury" caused, in whole or in part, substance by or for the vendor; or by your acts or omissions or the acts or (h) "Bodily injury" or "property damage" omissions of those acting on your behalf: arising out of the sole negligence of the (1) In connection with your premises; or vendor for its own acts or omissions or (2) In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf. exclusion does not apply to: With respect to the insurance afforded these (1)The exceptions contained in Sub- additional insureds, the following additional paragraphs (d)or(f); or exclusion applies: (ii) Such inspections, adjustments, This insurance does not apply to "bodily tests or servicing as the vendor has injury", "property damage" or "personal and agreed to make or normally advertising injury" arising out of the rendering undertakes to make in the usual of or the failure to render any professional course of business, in connection services by or for you, including: with the distribution or sale of the 1. The preparing, approving, or failing to products. prepare or approve, maps, shop drawings, (2) This insurance does not apply to any opinions, reports, surveys, field orders, insured person or organization, from change orders or drawings and whom you have acquired such products, specifications; or or any ingredient, part or container, 2. Supervisory, inspection, architectural or entering into, accompanying or containing engineering activities. such products. This exclusion applies even if the claims b. Lessors.Of Equipment against any insured allege negligence or (1) Any person(s) or organization(s) from other wrongdoing in the supervision, hiring, whom you lease equipment; but only with employment, training or monitoring of others respect to their liability for "bodily injury", by that insured, if the "occurrence" which "property damage" or "personal and caused the "bodily injury" or "property advertising injury" caused, in whole or in damage", or the offense which caused the part, by your maintenance, operation or "personal and advertising injury", involved the use of equipment leased to you by such rendering of or the failure to render any person(s)or organization(s). professional services by or for you. (2) With respect to the insurance afforded to e. Permits Issued By State Or Political these additional insureds this insurance Subdivisions does not apply to any "occurrence" which Any state or political subdivision, but only with takes place after the equipment lease respect to operations performed by you or on expires. your behalf for which the state or political c. Lessors Of Land Or Premises subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded these lease land or premises, but only with respect additional insureds, this insurance does not to liability arising out of the ownership, apply to: maintenance or use of that part of the land or (1) "Bodily injury", "property damage" or premises leased to you. "personal and advertising injury" arising With respect to the insurance afforded these out of operations performed for the state additional insureds the following additional or municipality; or exclusions apply: HG 00 0109 16 Page 13 of 21 (2) "Bodily injury" or "property damage" by that insured, if the "occurrence" which included within the "products-completed caused the "bodily injury" or "property operations hazard". damage", or the offense which caused the f. Any Other Party "personal and advertising injury", involved the Any other person or organization who is not rendering of or the failure to render any an additional insured under Paragraphs a. professional services by or for you. through e. above, but only with respect to The limits of insurance that apply to additional liability for "bodily injury", "property damage" insureds is described in Section III — Limits Of or"personal and advertising injury" caused, in Insurance. whole or in part, by your acts or omissions or How this insurance applies when other insurance the acts or omissions of those acting on your is available to the additional insured is described behalf: in the Other Insurance Condition in Section IV— (1) In the performance of your ongoing Commercial General Liability Conditions. operations; No person or organization is an insured with respect (2) In connection with your premises owned to the conduct of any current or past partnership, by or rented to you; or joint venture or limited liability company that is not 3 In connection with shown as a Named Insured in the Declarations. ( ) "your work" and included within the "products-completed SECTION III—LIMITS OF INSURANCE operations hazard", but only if 1. The Most We Will Pay (a) The written contract or agreement The Limits of Insurance shown in the requires you to provide such coverage Declarations and the rules below fix the most we to such additional insured; and will pay regardless of the number of: (b) This Coverage Part provides coverage a. Insureds; for"bodily injury" or"property damage" b. Claims made or"suits"brought; or included within the "products- completed operations hazard". c. Persons or organizations making claims or However: bringing "suits". (1) The insurance afforded to such additional 2. General Aggregate Limit insured only applies to the extent The General Aggregate Limit is the most we will permitted by law; and pay for the sum of: (2) If coverage provided to the additional a. Medical expenses under Coverage C; insured is required by a contract or b. Damages under Coverage A, except agreement, the insurance afforded to such damages because of "bodily injury" or additional insured will not be broader than "property damage" included in the "products- that which you are required by the contract completed operations hazard"; and or agreement to provide for such c. Damages under Coverage B. additional insured. 3. Products-Completed Operations Aggregate With respect to the insurance afforded to Limit these additional insureds, this insurance does in The Products-Completed Operations Aggregate "Bodily injury",not apply to: Limit is the most we will pay under Coverage A , "property damage" or for damages because of "bodily injury" and "personal and advertising injury' arising out of "property damage" included in the "products- the rendering of, or the failure to render, any completed operations hazard". professional architectural, engineering or 4. Personal And Advertising In Limit surveying services, including: g Injury (1) The preparing, approving, or failing to Subject to 2. above, the Personal and prepare or approve, maps, shop drawings, Advertising Injury Limit is the most we will pay opinions, reports, surveys, field orders, under Coverage B for the sum of all damages change orders or drawings and because of all "personal and advertising injury" specifications; or sustained by any one person or organization. (2) Supervisory, inspection, architectural or 5. Each Occurrence Limit engineering activities. Subject to 2. or 3, above, whichever applies, the This exclusion applies even if the claims Each Occurrence Limit is the most we will pay for against any insured allege negligence or the sum of: other wrongdoing in the supervision, hiring, a. Damages under Coverage A; and employment, training or monitoring of others Page 14 of 21 HG 00 0109 16 b. Medical expenses under Coverage C a. Notice Of Occurrence Or Offense because of all "bodily injury" and "property You or any additional insured must see to it damage"arising out of any one"occurrence". that we are notified as soon as practicable of 6. Damage To Premises Rented To You Limit an "occurrence" or an offense which may Subject to 5. above, the Damage To Premises result in a claim. To the extent possible, notice should include: Rented To You Limit is the most we will pay under Coverage A for damages because of (1) How, when and where the "occurrence" or "property damage" to any one premises, while offense took place; rented to you, or in the case of damage by fire, (2) The names and addresses of any injured lightning or explosion, while rented to you or persons and witnesses;and temporarily occupied by you with permission of (3) The nature and location of any injury or the owner. damage arising out of the "occurrence" or In the case of damage by fire, lightning or offense. explosion, the Damage to Premises Rented To b. Notice Of Claim You Limit applies to all damage proximately caused by the same event, whether such If a claim is made or "suit" is brought against damage results from fire, lightning or explosion any insured, you or any additional insured or any combination of these. must: 7. Medical Expense Limit (1) Immediately record the specifics of the Subject to 5. above, the Medical Expense Limit is claim or"suit"and the date received; and the most we will pay under Coverage C for all (2) Notify us as soon as practicable. medical expenses because of "bodily injury" You or any additional insured must see to it sustained by any one person. that we receive written notice of the claim or 8. How Limits Apply To Additional Insureds "suit"as soon as practicable. If you have agreed in a written contract or written c. Assistance And Cooperation Of The agreement that another person or organization Insured be You and any other involved insured must: added as an additional insured on your policy, (1) Immediately send us copies of any the most we will pay on behalf of such additional demands, notices, summonses or legal insured is the lesser of: papers received in connection with the a. The limits of insurance specified in the written claim or"suit"; contract or written agreement;or (2) Authorize us to obtain records and other b. The Limits of Insurance shown in the information; Declarations. (3) Cooperate with us in the investigation or Such amount shall be a part of and not in settlement of the claim or defense against addition to Limits of Insurance shown in the the "suit";and Declarations and described in this Section. (4) Assist us, upon our request, in the The Limits of Insurance of this Coverage Part apply enforcement of any right against any person separately to each consecutive annual period and to or organization which may be liable to the any remaining period of less than 12 months, insured because of injury or damage to starting with the beginning of the policy period which this insurance may also apply. shown in the Declarations, unless the policy period d. Obligations At The Insureds Own Cost is extended after issuance for an additional period of less than 12 months. In that case, the additional No insured will, except at that insured's own period will be deemed part of the last preceding cost, voluntarily make a payment, assume period for purposes of determining the Limits of any obligation, or incur any expense, other Insurance. than for first aid, without our consent. SECTION IV — COMMERCIAL GENERAL e. Additional Insureds Other Insurance LIABILITY CONDITIONS If we cover a claim or "suit" under this 1. Bankruptcy Coverage Part that may also be covered by other insurance available to an additional Bankruptcy or insolvency of the insured or of the insured, such additional insured must submit insured's estate will not relieve us of our such claim or "suit" to the other insurer for obligations under this Coverage Part. defense and indemnity. 2. Duties In The Event Of Occurrence, Offense, However, this provision does not apply to the Claim Or Suit extent that you have agreed in a written HG 00 01 09 16 Page 15 of 21 contract or written agreement that this b. Excess Insurance insurance is primary and non-contributory This insurance is excess over any of the other with the additional insured's own insurance, insurance, whether primary, excess, f. Knowledge Of An Occurrence, Offense, contingent or on any other basis: Claim Or Suit (1) Your Work Paragraphs a. and b. apply to you or to any That is Fire, Extended Coverage, Builder's additional insured only when such Risk, Installation Risk or similar coverage "occurrence", offense, claim or"suit" is known for"your work"; to: (1) You or any additional insured that is an (2) Premises Rented To You individual; That is fire, lightning or explosion insurance for premises rented to you or (2) Any partner, if you or the additional temporarily occupied by you with insured is a partnership; permission of the owner; (3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4) Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporation; you or temporarily occupied by you with (5) Any trustee, if you or the additional permission of the owner; insured is a trust; or (4) Aircraft,Auto Or Watercraft (6) Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section I — Coverage A — Bodily Injury additional insured. And Property Damage Liability; 3. Legal Action Against Us (5) Property Damage To Borrowed No person or organization has a right under this Equipment Or Use Of Elevators Coverage Part: If the loss arises out of"property damage" a. To join us as a party or otherwise bring us to borrowed equipment or the use of into a "suit" asking for damages from an elevators to the extent not subject to insured; or Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. A person or organization may sue us to recover (6) When You Are Added As An Additional Insured To Other Insurance on an agreed settlement or on a final judgment against an insured; but we will not be liable for Any other insurance available to you damages that are not payable under the terms of covering liability for damages arising out this Coverage Part or of the premises or operations, or products that are in excess of the applicable limit of and completed operations, for which you insurance. An agreed settlement means a have been added as an additional insured settlement and release of liability signed by us, by that insurance; or the insured and the claimant or the claimant's (7) When You Add Others As An legal representative. Additional Insured To This Insurance 4. Other Insurance Any other insurance available to an If other valid and collectible insurance is additional insured. available to the insured for a loss we cover under However, the following provisions apply to Coverages A or B of this Coverage Part, our other insurance available to any person or obligations are limited as follows: organization who is an additional insured a. Primary Insurance under this coverage part. This insurance is primary except when b. (a) Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other This insurance is primary if you have insurance by the method described in c. agreed in a written contract or written below. agreement that this insurance be primary. If other insurance is also Page 16 of 21 HG 00 0109 16 primary, we will share with all that 5. Premium Audit other insurance by the method a. We will compute all premiums for this described in c. below. Coverage Part in accordance with our rules (b) Primary And Non-Contributory To and rates. Other Insurance When Required By b. Premium shown in this Coverage Part as Contract advance premium is a deposit premium only. If you have agreed in a written At the close of each audit period we will contract, written agreement, or permit compute the earned premium for that period that this insurance is primary and non- and send notice to the first Named Insured. contributory with the additional The due date for audit and retrospective insured's own insurance, this insurance premiums is the date shown as the due date is primary and we will not seek on the bill. If the sum of the advance and contribution from that other insurance. audit premiums paid for the policy period is Paragraphs (a) and (b) do not apply to greater than the earned premium, we will other insurance to which the additional return the excess to the first Named Insured. insured has been added as an additional c. The first Named Insured must keep records of insured. the information we need for premium When this insurance is excess, we will have computation, and send us copies at such no duty under Coverages A or B to defend times as we may request. the insured against any "suit" if any other 6. Representations insurer has a duty to defend the insured a. When You Accept This Policy against that "suit". If no other insurer defends, we will undertake to do so, but we will be By accepting this policy, you agree: entitled to the insured's rights against all (1) The statements in the Declarations are those other insurers. accurate and complete; When this insurance is excess over other (2) Those statements are based upon insurance, we will pay only our share of the representations you made to us; and amount of the loss, if any, that exceeds the (3) We have issued this policy in reliance sum of: upon your representations. (1) The total amount that all such other b. Unintentional Failure To Disclose Hazards insurance would pay for the loss in the If unintentional) you should fail to disclose all absence of this insurance; and y hazards relating to the conduct of your (2) The total of all deductible and self-insured business that exist at the inception date of amounts under all that other insurance. this Coverage Part, we shall not deny We will share the remaining loss, if any, with coverage under this Coverage Part because any other insurance that is not described in of such failure. this Excess Insurance provision and was not 7. Separation Of Insureds bought specifically to apply in excess of the Limits of Insurance shown in the Declarations Except with respect to the Limits of Insurance, of this Coverage Part. and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, c. Method Of Sharing this insurance applies: If all of the other insurance permits a. As if each Named Insured were the only contribution by equal shares, we will follow Named Insured; and this method also. Under this approach each b. Separately to each insured against whom insurer contributes equal amounts until it has paid its applicable limit of insurance or none claim is made or"suit"is brought. of the loss remains, whichever comes first. 8. Transfer Of Rights Of Recovery Against If any of the other insurance does not permit Others To Us contribution by equal shares, we will a. Transfer Of Rights Of Recovery contribute by limits. Under this method, each If the insured has rights to recover all or part insurer's share is based on the ratio of its of any payment, including Supplementary applicable limit of insurance to the total Payments, we have made under this applicable limits of insurance of all insurers. Coverage Part, those rights are transferred to us. The insured must do nothing after loss to HG 00 0109 16 Page 17 of 21 impair them. At our request, the insured will other motor vehicle insurance law where it is bring "suit" or transfer those rights to us and licensed or principally garaged. help us enforce them. However, "auto" does not include "mobile b. Waiver Of Rights Of Recovery (Waiver Of equipment". Subrogation) 5. "Bodily injury" means physical: If the insured has waived any rights of a. Injury; recovery against any person or organization for all or part of any payment, including b. Sickness; or Supplementary Payments, we have made c. Disease under this Coverage Part, we also waive that sustained by a person and, if arising out of the right, provided the insured waived their rights above, mental anguish or death at any time. of recovery against such person or organization in a contract, agreement or 6. "Coverage territory"means: permit that was executed prior to the injury or a. The United States of America (including its damage. territories and possessions), Puerto Rico and 9. When We Do Not Renew Canada; If we decide not to renew this Coverage Part, we b. International waters or airspace, but only if will mail or deliver to the first Named Insured the injury or damage occurs in the course of shown in the Declarations written notice of the travel or transportation between any places nonrenewal not less than 30 days before the included in a.above; or expiration date. c. All other parts of the world if the injury or If notice is mailed, proof of mailing will be damage arises out of: sufficient proof of notice. (1) Goods or products made or sold by you in SECTION V—DEFINITIONS the territory described in a. above; 1. "Advertisement" means the widespread public (2) The activities of a person whose home is dissemination of information or images that has in the territory described in a. above, but is the purpose of inducing the sale of goods, away for a short time on your business; or products or services through: (3) "Personal and advertising injury" offenses a. (1) Radio; that take place through the Internet or (2) Television; similar electronic means of communication (3) Billboard; provided the insured's responsibility to pay damages is determined in the United States of (4) Magazine; America (including its territories and possessions), (5) Newspaper; or Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or b. Any other publication that is given widespread in a settlement we agree to. public distribution. However, "advertisement"does not include: 7. "Employee" includes a "leased worker". Employee does not include a "temporary a. The design, printed material, information or worker". images contained in, on or upon the or labeling of an 8. Employment-Related Practices'means: packaging g y goods or products; or a. Refusal to employ that person; b. An interactive conversation between or b. Termination of that person's employment;or among persons through a computer network. c. Employment-related practices, policies, acts 2. "Advertising idea" means any idea for an or omissions, such as coercion, demotion, "advertisement". evaluation, reassignment, discipline, defamation, harassment, humiliation, 3. "Asbestos hazard" means an exposure or discrimination or malicious prosecution threat of exposure to the actual or alleged directed at that person. properties of asbestos and includes the mere presence of asbestos in any form. 9. "Executive officer" means a person holding any 4. "Auto" means: of the officer positions created by your charter, constitution, by-laws or any other similar a. A land motor vehicle, trailer or semitrailer governing document. designed for travel on public roads, including 10."Hostile fire" means one which becomes any attached machinery or equipment; or uncontrollable or breaks out from where it was b. Any other land vehicle that is subject to a intended to be. compulsory or financial responsibility law or Page 18 of 21 HG 00 0109 16 11."Impaired property" means tangible property, (a) Preparing, approving, or failing to other than "your product" or "your work", that prepare or approve, maps, shop cannot be used or is less useful because: drawings, opinions, reports, surveys, a. It incorporates "your product" or "your work" field orders, change orders or drawings that is known or thought to be defective, and specifications;or deficient, inadequate or dangerous; or (b) Giving directions or instructions, or b. You have failed to fulfill the terms of a failing to give them, if that is the contract or agreement; primary cause of the injury or damage; if such property can be restored to use by the or repair, replacement, adjustment or removal of (2) Under which the insured, if an architect, "your product" or"your work", or your fulfilling the engineer or surveyor, assumes liability for terms of the contract or agreement. an injury or damage arising out of the 12."Insured contract" means: insured's rendering or failure to render professional services, including those listed a. A contract for a lease of premises. However, in (1) above and supervisory, inspection, that portion of the contract for a lease of architectural or engineering activities. premises that indemnifies any person or 13."Leased worker" means a person leased to you organization for damage by fire, lightning or by a labor leasing firm under an agreement explosion to premises while rented to you or between you and the labor leasing firm, to temporarily occupied by you with permission perform duties related to the conduct of your of the owner is subject to the Damage to business. "Leased worker" does not include a Premises Rented To You Limit described in "temporary worker". Section III—Limits of Insurance; b. A sidetrack agreement; 14."Loading or unloading" means the handling of c. Any easement or license agreement, property: a. After it is moved from the place where it is including an easement or license agreement in connection with construction or demolition accepted for movement into or onto anaircraft,watercraft or"auto'; operations on or within 50 feet of a railroad; b. While it is in or on an aircraft, watercraft or d. An obligation, as required by ordinance, to "auto"; or indemnify a municipality, except in connection with work for a municipality; c. While it is being moved from an aircraft, e. An elevator maintenance agreement; watercraft or "auto" to the place where it is finally delivered; f. That part of any other contract or agreement but "loading or unloading" does not include the indemnification of a municipality in connection pertaining to your business (including n movement of property by means of a mechanical device, other than a hand truck, that is not with work performed for a municipality) under attached to the aircraft, watercraft or"auto". which you assume the tort liability of another party to pay for "bodily injury" or "property 15."Mobile equipment" means any of the following damage" to a third person or organization, types of land vehicles, including any attached provided the "bodily injury" or "property machinery or equipment: damage" is caused, in whole or in part, by a. Bulldozers, farm machinery, forklifts and other you or by those acting on your behalf. Tort vehicles designed for use principally off public liability means a liability that would be roads; imposed by law in the absence of any b. Vehicles maintained for use solely on or next contract or agreement. to premises you own or rent; Paragraph f, includes that part of any contract c. Vehicles that travel on crawler treads; or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising d. Vehicles, whether self-propelled or not, out of construction or demolition operations, maintained primarily to provide mobility to within 50 feet of any railroad property and permanently mounted: affecting any railroad bridge or trestle, tracks, (1) Power cranes,shovels, loaders, diggers or road-beds,tunnel, underpass or crossing. drills;or However, Paragraph f. does not include that (2) Road construction or resurfacing part of any contract or agreement: equipment such as graders, scrapers or (1) That indemnifies an architect, engineer or rollers; surveyor for injury or damage arising out e. Vehicles not described in a., b., c. or d. above of: that are not self-propelled and are maintained HG 00 0109 16 Page 19 of 21 primarily to provide mobility to permanently e. Oral, written or electronic publication, in any attached equipment of the following types: manner, of material that violates a person's (1) Air compressors, pumps and generators, right of privacy; including spraying, welding, building f. Copying, in your "advertisement", a person's cleaning, geophysical exploration, lighting or organization's "advertising idea" or style of and well servicing equipment; or "advertisement"; or (2) Cherry pickers and similar devices used to g. Infringement of copyright, slogan, or title of raise or lower workers; any literary or artistic work, in your f. Vehicles not described in a., b.,c.or d.above "advertisement". maintained primarily for purposes other than 18."Pollutants" mean any solid, liquid, gaseous or the transportation of persons or cargo. thermal irritant or contaminant, including smoke, However, self-propelled vehicles with the vapor, soot, fumes, acids, alkalis, chemicals and following types of permanently attached waste. Waste includes materials to be recycled, equipment are not"mobile equipment" but will reconditioned or reclaimed. be considered "autos": 19."Products-completed operations hazard": (1) Equipment designed primarily for: a. Includes all "bodily injury" and "property (a) Snow removal; damage" occurring away from premises you (b) Road maintenance, but not own or rent and arising out of "your product" or"your work"except: construction or resurfacing; or (c) Street cleaning; (1) Products that are still in your physical possession; or (2) Cherry pickers and similar devices (2) Work that has not yet been completed or mounted on automobile or truck chassis abandoned. However, "your work" will be and used to raise or lower workers; and deemed completed at the earliest of the (3) Air compressors, pumps and generators, following times: including spraying, welding, building (a) When all of the work called for in your cleaning, geophysical exploration, lighting contract has been completed. and well servicing equipment. (b) When all of the work to be done at the However, "mobile equipment" does not include job site has been completed if your any land vehicle that is subject to a compulsory contract calls for work at more than or financial responsibility law or other motor one job site. vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a (c) When that part of the work done at a compulsory or financial responsibility law or other job site has been put to its intended motor vehicle insurance law are considered use by any person or organization "autos". other .than another contractor or 16."Occurrence" means an accident, including subcontractor working on the same continuous or repeated exposure to substantially project. the same general harmful conditions. Work that may need service, 17."Personal and advertising injury" means maintenance, correction, repair orreplacement, but which is otherwise injury, including consequential "bodily injury", complete,will be treated as completed. arising out of one or more of the following offenses: b. Does not include "bodily injury" or "property a. False arrest, detention or imprisonment; damage"arising out of: (1) The transportation of property, unless the b. Malicious prosecution; injury or damage arises out of a condition c. The wrongful eviction from, wrongful entry in or on a vehicle not owned or operated into, or invasion of the right of private by you, and that condition was created by occupancy of a room, dwelling or premises the "loading or unloading" of that vehicle that a person or organization occupies, by any insured; committed by or on behalf of its owner, (2) The existence of tools, uninstalled landlord or lessor; equipment or abandoned or unused d. Oral, written or electronic publication, in any materials; or manner, of material that slanders or libels a (3) Products or operations for which the person or organization or disparages a classification, listed in the Declarations or person's or organizations goods, products or in a policy Schedule, states that products- services; Page 20 of 21 HG 00 0109 16 completed operations are subject to the 24."Your product": General Aggregate Limit. a. Means: 20."Property damage" means: (1) Any goods or products, other than real a. Physical injury to tangible property, including property, manufactured, sold, handled, all resulting loss of use of that property. All distributed or disposed of by: such loss of use shall be deemed to occur at (a) You; the time of the physical injury that caused it; or (b) Others trading under your name; or b. Loss of use of tangible property that is not (c) A person or organization whose physically injured. All such loss of use shall business or assets you have acquired; be deemed to occur at the time of the and "occurrence"that caused it. (2) Containers (other than vehicles), As used in this definition, computerized or materials, parts or equipment furnished in electronically stored data, programs or software connection with such goods or products. are not tangible property. Electronic data means b. Includes information,facts or programs: (1) Warranties or representations made at a. Stored as or on; any time with respect to the fitness, b. Created or used on;or quality, durability, performance or use of c. Transmitted to or from; "your product"; and computer software, including systems and (2) The providing of or failure to provide applications software, hard or floppy disks, CD- warnings or instructions. ROMS, tapes, drives, cells, data processing c. Does not include vending machines or other devices or any other media which are used with property rented to or located for the use of electronically controlled equipment. others but not sold. 21."Suit" means a civil proceeding in which 25."Your work": damages because of "bodily injury", "property a. Means: damage" or "personal and advertising injury" to (1) Work or operations performed by you or which this insurance applies are alleged. "Suit" on your behalf; and includes: a. An arbitration proceeding in which such (2) Materials, parts or equipment furnished in connection with such work or operations. damages are claimed and to which the b. Includes insured must submit or does submit with our consent; or (1) Warranties or representations made at b. Any other alternative dispute resolution any time with respect to the fitness, proceeding in which such damages are quality, durability, performance or use of claimed and to which the insured submits with "your work", and our consent. (2) The providing of or failure to provide 22."Temporary worker" means a person who is warnings or instructions. furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker"means a person who a. Is not your"employee' b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. HG 00 01 09 16 Page 21 of 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 57 WE GH2291 Endorsement Number: Effective Date: 10/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DASHER TECHNOLOGIES, INC. 675 CAMPBELL TECHNOLOGY PKWY STE 100 CAMPBELL CA 95008 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. i SCHEDULE i i ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT i I I I i i I Countersigned by � Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: Policy Expiration Date: 10/01/20 I