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22-135 PlanIt Geo Inc. Tree Plotter Maintenance Agreement Page 1 of 9 TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND PLANIT GEO FOR SOFTWARE-AS-A-SERVICE THIS AGREEMENT (“Agreement”), by and between the City of Cupertino, a California municipal corporation ("City"), and PlanIT Geo, Inc., whose address is 7878 Wadsworth Blvd., Suite 340, Arvada, CO 80003 ("Software Provider") (collectively referred to as the “Parties”). RECITALS: The following Recitals are a substantive portion of this Agreement: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California. B. Software Provider is specially trained, experienced, and competent to perform the special services which will be required by this Agreement. C. City and Software Provider desire to enter into an agreement for Software Provider’s provision of software-as-a-service (SaaS) pertaining to City’s online systems. Through this Agreement, Software Provider shall provide to City Tree Plotter Maintenance relating to the City’s network. The full scope of services covered by this agreement is described in the attached Exhibit A: Service Level Agreement (the “SLA”). NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on the last date signed below (“Effective Date”). The term of this Agreement is 3 Years, unless the Agreement is terminated prior thereto under the provisions of Section 16, below. The City’s appropriate department head or the City Manager may extend the Term 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. 2. SCOPE OF SERVICES AND CONDITIONS THEREOF Subject to the terms and conditions set forth in this Agreement, Software Provider shall perform each and every service to the schedule of performance set forth in the SLA (collectively “Services”), as described below. A. Responsibilities of Software Provider. Software Provider shall provide the software services as further described in the SLA. The Services provided under this Agreement shall include (a) any software, plug-ins, or extensions related to the Services or upon which the Services are based including any and all updates, upgrades, bug fixes, dot releases, version upgrades, or any similar changes that may be made available to the Software Provider from time to time (the “Software”), (b) any and all technical documentation necessary or use of the Services, in hard copy Page 2 of 9 form or online (the “Documentation”), (c) regular maintenance of Software Provider’s system, and (d) other technology, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, data, images, text, content, APIs, and tools provided in conjunction with the Services. B. Equipment. If necessary to enable Software Provider to fulfill its obligations under the SLA, Software Provider shall, at its sole cost and expense, furnish all facilities, personnel and equipment to City necessary to provide the Services (the “Equipment”). City agrees, if necessary, to install the Equipment at the location(s) and in the manner specified by Software Provider and as directed by Software Provider. Any Equipment installed by City is a part of the Service and loaned to City by Software Provider, not sold. City agrees to return the Equipment to Software Provider at the termination of this Agreement in an undamaged condition, less ordinary wear and tear. C. Registration. Prior to using the Services, City shall identify the administrative users for its account (“Administrators”). Each Administrator will be provided an administrator ID and password. D. License Grant. Software Provider hereby grants City a license to use the Software and the Documentation for the permitted purpose of accessing the Services. E. Reservation of Rights and Data Ownership. City shall own all right, title, and interest in its data that is related to the services provided by this contract. Software Provider shall not access City user accounts or City data, except (1) as essential to fulfillment of the objectives of this Agreement, (2) in response to service or technical issues, or (3) at City’s written request. F. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect the confidentiality of all confidential, non-public City data (“City Data”) as follows: 1. Implement and maintain appropriate security measures to safeguard against unauthorized access, disclosure, or theft of City Data in accordance with recognized industry practice. 2. City Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, Software Provider is responsible for encryption of the City Data. 3. Software Provider shall not use any City Data collected by it in connection with the Service for any purpose other than fulfilling the obligations under this Agreement. G. Software Ownership. Software Provider owns the Services, Software, Documentation, and any underlying infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that (a) the Services, any Software, and Documentation are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, (b) Software Provider retains all right, title, and interest (including, without limitation, all patent, copyright, trade secret, and other intellectual property rights) in and to the Services, the Software, any Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, including, without limitation, (c) the Software and access to the Services are licensed on a subscription basis, not sold, and City acquires no ownership or other Page 3 of 9 interest in or to the Services, the Software, or the Documentation other than the license rights expressly stated herein, and (d) the Services are offered as an on-line, hosted solution, and that City has no right to obtain a copy of the Services. H. Restrictions. City agrees not to, directly or indirectly,: (i) modify, translate, copy, or create derivative works based on the Service or any element of the Software, (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein or block or disrupt any use or enjoyment of the Services by any third party, (iii) attempt to gain unauthorized access to the Services or their related systems or networks or (iv) remove or obscure any proprietary or other notice contained in the Services, including on any reports or data printed from the Services. I. Security Incident. In the event a data breach occurs with respect to City Data, Software Provider shall immediately notify the appropriate City contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. Software Provider shall (1) cooperate with City to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. J. Notification of Legal Requests. Software Provider shall contact City upon receipt of any electronic discovery, litigation holds, discovery searches, and expert testimonies related to City Data. Software Provider shall not respond to subpoenas, service of process, and other legal requests related to City without first notifying City, unless prohibited by law from providing such notice. K. Access to Security Logs and Reports. Software Provider shall provide reports to City in a format as specified in the SLA agreed to by both Software Provider and City. Reports shall include latency statistics, user access, user access IP address, user access history, and security logs for all City files related to this Agreement. L. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the acquisition and operation of all hardware, software, and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of Software Provider. The system shall be available for City’s use on a 24/7/365 basis (with agreed-upon maintenance downtime). M. Subcontractor Disclosure. Software Provider shall identify all of its strategic business partners related to services provided under this Agreement, including all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with Software Provider, and who shall be involved in any application development and/or operations. N. Business Continuity and Disaster Recovery. Software Provider shall provide to City a written business continuity and disaster recovery plan prior to or at the time of execution of this agreement and shall ensure that it meets City’s recovery time objective (RTO) of four (4) hours or less. O. Compliance with Accessibility Standards. Software Provider shall comply with and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101). Page 4 of 9 P. Web Services. Software Provider shall use Web services exclusively to interface with City Data in near real time when possible. Q. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all personal data, unless City approves the storage of personal data on Software Provider’s portable device in order to accomplish work as defined in the statement of work. 3. COMPENSATION TO SOFTWARE PROVIDER Software Provider shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed ($25,425.00) Twenty-five thousand four hundred twenty five dollars. The payments specified in this section shall be the only payments to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City according to the following schedule of milestones/deliverables: Milestone/Deliverable Total Amount FY22, Upon Execution of this Agreement 8,000.00 FY23 8,500.00 FY24 8,925.00 - 25,425.00 City shall pay Contractor within thirty (30) days after receipt of Service Provider’s invoice. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. 4. TIME IS OF THE ESSENCE Software Provider and City agree that time is of the essence regarding the performance of this Agreement. 5. LICENSES; PERMITS; ETC. Software Provider represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement. 6. ASSIGNMENTS. Software Provider may assign, sublease, or transfer this Agreement, or any interest therein, to a third party with the prior written consent of City. Such consent shall not be unreasonably withheld. City’s withholding of consent shall be deemed reasonable if it appears that the intended assignee in question is not financially or technically capable of performing Software Provider’s obligations under this Agreement, or if City has reason to conclude that the proposed assignee is otherwise incapable of fulfilling Software Provider’s duties hereunder. Page 5 of 9 7. INDEPENDENT PARTIES City and Software Provider intend that the relationship between them created by this Agreement is that of independent contractor. No civil service status or other right of employment will be acquired by virtue of Software Provider's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation, and sick leave are available from City to Software Provider, its employees, or agents. Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Software Provider assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal or state rules and regulations. Software Provider shall indemnify and hold City harmless from and against any loss, damage, liability, costs, or expenses arising from any noncompliance of th is provision by Software Provider. 9. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that neither it nor its employee or subcontractors shall harass or discriminate against a job applicant, a City employee, or a citizen on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status. Software Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement. Software provider agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Software Provider agrees to, at its expense, defend and/or settle any claim made by a third party against City alleging that the City's use of the Services infringes such third party’s United States patent, copyright, trademark, or trade secret (an “IP Claim”), and pay those amounts finally awarded by a court of competent jurisdiction against City with respect to such IP Claim. 11. DUTY TO INDEMNIFY AND HOLD HARMLESS Software Provider shall indemnify, defend, and hold harmless City and its officers, officials, agents, employees, and volunteers from and against any and all liability, claims, actions, causes of action, or demands whatsoever against any of them, including for any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential, or otherwise, arising out of, pertaining to, or related to the performance of this Agreement by Software Provider or Software Provider’s employees, officers, officials, agents, or subcontractors, except where such liability arises solely as a result of the active negligence or willful misconduct of City. Such costs and expenses shall include reasonable attorneys’ fees of counsel of City’s choice, expert fees, and all other Page 6 of 9 costs and fees of litigation. Provider 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. The provisions of this Section 11 survive the completion of the Services or termination of this Agreement. 12. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Software Provider shall furnish City with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit B. Software Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement. B. Subrogation Waiver. Software Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Software Provider shall look solely to its insurance for recovery. Software Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Software Provider or City with respect to the services of Software Provider herein, a waiver of any right to subrogation which any such insurer of said Software Provider may acquire against City by virtue of the payment of any loss under such insurance. 13. RECORDS Software Provider shall maintain internal records reflecting that the Services were performed by Software Provider hereunder in accordance with customary recordkeeping practices in the software development industry. Software Provider shall provide free access to such records to the representatives of City or its designee’s at all reasonable and proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary. No such examination and audit shall give City the right to access records relating to other Software Provider customers. Such records shall be maintained for a period of four (4) years after Software Provider receives final payment from City for all services required under this Agreement. 14. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code, and this Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Page 7 of 9 Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 15. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth (5th) calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: TO CITY: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Bill Mitchell TO SOFTWARE PROVIDER: PlanIT Geo 7878 Wadsworth Blvd., Suite 340 Arvada, CO 80003 Attention: Beth Corrigan 16. TERMINATION A. Basis for Termination. In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider fails to cure the default within the time specified and according to the requirements set forth in City’s written notice of default, and in addition to any other remedy available to the City by law, the City Manager or her designee may terminate the Agreement by giving Software Provider written notice thereof, which shall be effective immediately. The City Manager or her designee shall also have the option, at her sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Software Provider as provided herein. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. B. Pro Rata Payments. City shall pay Software Provider for services satisfactorily performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount. C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall implement an orderly return of City data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of City data. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City data for a period of thirty (30) days after the effective date of termination, unless authorized Page 8 of 9 by City. City shall be entitled to any post-termination assistance generally made available with respect to the Services; unless a unique data retrieval arrangement has been established as part of the SLA. Software Provider shall securely dispose of all requested data in all of its forms, including disk, CD/DVD, backup tape, and paper, when requested by City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)- approved methods. Certificates of destruction shall be provided to City. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) the Services shall be provided in a diligent, professional, and workmanlike manner in accordance with industry standards, (ii) the Services provided under this Agreement do not infringe or misappropriate any intellectual property rights of any third party, and (iii) the Services shall substantially perform in all material respects as described in the SLA. In the event of any breach of section (iii), above, Software Provider shall, as its sole liability and as City’s sole remedy, repair or replace the Services that are subject to the warranty claim at no cost to City, or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for services not rendered. Except for the warranty described in this section, the Services are provided without warranty of any kind, express or implied, including, but not limited to, the implied warranties or conditions of design, merchantability, fitness for a particular purpose, and any warranties of title and non-infringement. 18. COMPLIANCE Software Provider shall comply with all state or federal laws and all ordinances, rules, policies, and regulations enacted or issued by City. 19. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any suits brought pursuant to this Agreement shall be filed with the Superior Court for the County of Santa Clara, State of California. 20. ADVERTISEMENT Software Provider shall not post, exhibit, or display, or allow to be posted, exhibited, or displayed, any signs, advertising, show bills, lithographs, posters, or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 21. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Software Provider. In the event that any Service Level Agreement, Exhibit, associated instrument, or agreement executed by the Parties in conjunction with Page 9 of 9 this Agreement or prior thereto contains a term that conflicts with the terms of this Agreement, the terms of this Agreement shall govern and supersede any other document or Exhibit. 22. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By ___________________ Title ___________________ Date __________________ APPROVED AS TO FORM: _________________________ Christopher D. Jensen City Attorney ATTEST: __________________________ City Clerk __________________________ Date SOFTWARE PROVIDER PlanIT Geo By ___________________ Title ___________________ Date __________________ Evan Sims Vice President of Sales Sep 20, 2022 Christopher D. Jensen GIS Manager Sep 21, 2022 Sep 21, 2022 Terms of ServiceUpdated April 2019 For our web-based platform including TreePlotter™, TreePlotter™ INVENTORY, TreePlotter™ PARKS, TreePlotter™CANOPY, TreePlotter™JOBS products and custom apps, services, add-on modules, and related services. By using PlanIT Geo™’s web-based platform and related services, you accept and agree to these terms: 1) Our Services:PlanIT Geo™ provides a web-based software platform for mapping, GIS, and data tracking and management. Clients who have separate contracts with PlanIT Geo™ for subscription-based access to our services are additionally required to follow any terms and provisions in those contracts, as is PlanIT Geo™. 2) Expected and Authorized Use:Anyone can use our platform to view and interact with the public-facing, read-only portions of various map-based applications and related content. Members of the general public are expected to use the application in the way intended - to view, explore, and interact with web-based map data. Any other use or reproduction of our platform, lawful or otherwise, is prohibited. Clients with accounts are bound by the same terms. They can additionally login to the application with their account, and are able to upload, manage, export, and modify their data according to their permissions. Account owners are entirely responsible for their own actions on the platform, including any changes they make to data intentionally or otherwise, and are responsible for using their own account, and not letting others login with their credentials, or sharing account information. Clients are responsible for the actions of their users on the platform to the extent that it affects their data, and individual account-holders are responsible for their own actions on the site. Clients who can grant new accounts are expected to act responsibly in providing and manage those accounts to new users. Clients who allow members of the general public to register for accounts on their site will approve those accounts at their own discretion, and are expected to monitor the activity of those users to a reasonable extent, and notify Plan-It Geo of any problems with the actions of those users or those accounts. All users of the platform are prohibited from hacking the platform, reverse-engineering any aspect of our platform, attempting to subvert any security or permissions-related code, or doing anything else other than what the platform is intended for, which is generally interacting with web-based maps and related data. Exhibit A 3) Customer Service and Service Level Agreement: We strive to keep our platform available continuously, especially during standard business hours in client time zones. However, we make no guarantees about this availability due to the various factors that can affect our service. We are not responsible for addressing non-availability of the platform resulting from factors outside of our control, such as a firewall or internet service provider specific to a user or client. Historically, we have less than 1% down-time during business hours. Customer service is available 8 am - 8 pm Eastern Standard Time, Monday to Friday, generally with a one hour response time. For weekends, non-business hours, and U.S. holidays, use our emergency contact number. See the website for detail. We also regularly work with customers outside of regular business hours, and provide phone and email contact information to all clients. Members of the general public may email support@planitgeo.com with questions or for help, and can generally expect a reply within one or two business days. Our software platform is not free of bugs and will continue to have bugs, and sometimes those bugs will affect a user’s ability to interact with our services and data in the platform in expected ways. Our processes to identify, prioritize, and address those bugs is something we are always working to improve. Data-related bugs are often resolved the day they are received and code-related bugs within 1-2 days. Users of our service are invited to communicate bugs to us using support channels, and are always welcome to provide suggestions for improvements and new features. Upgrades and bug fixes to the platform are performed regularly, and new code and features are introduced periodically. PlanIT Geo™ will typically communicate these changes to one or all clients depending on the nature of the change (i.e. global or local), especially when the changes are expected to affect the user experience of the platform. 4) Data Policy: All data added, entered, uploaded, or managed by clients, whether web-based map data or otherwise, is their own. Data collected in public-facing sites also belongs to the client responsible for that site. You are welcome to export data using the platform’s tools to which you have access. You can also request that PlanIT Geo™ provide custom mass updates or exports of data, though a fee may be associated. With client permission, PlanIT Geo™ may use your site (and to some limited extent the data in it) for marketing, educational, and other purposes in the following ways: we might use a client site in web-based or in-person demonstrations, during marketing webinars or industry-related seminars, or during educational or other presentations. We won’t provide access to your site or data inappropriately, and will ask for permission to use your site or data in ways not covered here (e.g. printed materials, publications, etc.). You can access and export your data if you plan to close an account or stop using our services, as long as you have paid for the service and have access to your account. Otherwise, we will provide the data for you, though in some cases a fee may be associated, for example if the account has been already closed for non-payment of services. 5) Data Protection: PlanIT Geo™ currently backs up user databases and other user content nightly. A client’s site can be restored to the time of one of these backups if necessary. Depending on the circumstances of a request to recover, restore, or explore backed-up data, fees may be associated for our services. We do not monitor changes to data made by the general public (where permitted), by you, or by account holders in your organization, and you are responsible for changes to data in your site by account-holding users. It is the responsibility of clients to understand the implications of account access they provide to their application, especially with respect to tools that can create, modify or delete data. 6) Time Span of Terms: These terms are valid for the public-facing parts of our platform and client’s sites without time restriction. Terms related to client sites (including backups) are in effect as long as the client is in good standing with respect to their contract, generally identified by Start and End dates in their contract or in communication with PlanIT Geo™ during the setup of their account. 7) Fees and Payments: Fees and payments are determined for clients in individual contracts or subscription agreements. Other clients will pay according to subscription packages identified on our websites, or other documents. Payment is required by the time due in their agreement, and non-payment will result in loss of access to our services. 8) Privacy Policy: Map-based and other data placed in the platform and accessed through our services belongs to the clients that provided the data. We will not intentionally share client data, map-based or otherwise, without client permission, with the exception of some terms identified in our Terms of Services data policy. Public-facing sites have data that the public can view, and different accounts can be setup to access different sets of data on a client site. Limits to access are determined by the client in these cases, sometimes with the help of PlanIT Geo™. It is the client’s responsibility to control access according to their choices and to understand the implications of the access they give to account holders. 1 Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General Liability and Cyber 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 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 Software Provider’s insurance and shall not contribute to it. Notice of Cancellation: Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. General Liability: For bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Software Provider’s policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and 2 shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Agreement. 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. 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. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken b y Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. ABSENCE OF INSURANCE COVERAGE. City ma y direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, Cit y may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the C ommencement Date of this Agreement , and annually thereafter for th e term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall 3 have, and provide evidence of, a Best Rating Service rate of A:VII or above. 4. SUBCONTRACTORS Software Provider 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. 5. HIGHER INSURANCE LIMITS If Software Provider 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 Software Provider. 6. 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/14/2022 The Buckner Company of Colorado 6400 S.Fiddlers Green Circle,Suite 950 Greenwood Village CO 80111 Certificate Department 303.756.9909 303-756-8818 Denver@Buckner.com License#:480397 Valley Forge Insurance Company 20508 PLANGEO-01 Continental Casualty Company 20443PlanITGeo,Inc. 7878 Wadsworth Blvd Ste.340 Arvada CO 80003 Transportation Insurance Company a Stock 20494 1092672498 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X 6025344636 9/6/2022 9/6/2023 4,000,000 A 1,000,000 X X 6025344636 9/6/2022 9/6/2023 B X X 5,000,000602534469810/1/2022 10/1/2023 5,000,000 X 10,000 C A X6025344118 6025343955 9/6/2022 9/6/2022 9/6/2023 9/6/2023 1,000,000 1,000,000 1,000,000 B Errors &Omissions Cyber Liability 6025327660 9/6/2022 9/6/2023 Shared Limit Aggregate Limit Deductible $1,000,000 $2,000,000 $5,000 Certificate Holder is Additional Insured on a Primary and Non-contributory basis per General Liability and Automobile Liability form SB146932G 10-19 including Waiver of Subrogation per General Liability form SB146932G 10-19 and per Auto Liability form SB146932G 10-19.Waiver of subrogation applies for Workers' Compensation per form WC000313 04-84.Umbrella is following form.General Liability Aggregate Limit applies separately to each location owned or rented per General Liability form SB300000-D 0414.Errors &Omissions and Cyber Liability are a shared limit of $1,000,000 Per Claim /$2,000,000 Aggregate. City of Cupertino,CA 10300 Torre Avenue Cupertino CA 95014 SB146932G (Ed.10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I.Blanket Additional Insured Provisions A.Additional Insured –Blanket Vendors B.Miscellaneous Additional Insureds C.Additional Provisions Pertinent to Additional Insured Coverage 1.a.Primary –Noncontributory provision 1.b.Definition of "written contract" 2.Additional Insured –Extended Coverage II.Liability Extension Coverages A.Bodily Injury –Expanded Definition B.Broad Knowledge of Occurrence C.Estates,Legal Representatives and Spouses D.Fellow Employee First Aid E.Legal Liability –Damage to Premises F.Personal and Advertising Injury –Discrimination or Humiliation G.Personal and Advertising Injury –Broadened Eviction H.Waiver of Subrogation –Blanket I.BLANKET ADDITIONAL INSURED PROVISIONS A.ADDITIONAL INSURED –BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a "written contract"to provide insurance,but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1.The insurance afforded the vendor does not apply to: a."Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; e.Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; f.Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; g.Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or SB146932G (10-19)Page 1 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed.10-19) h."Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (1)The exceptions contained in Subparagraphs d.or f.;or (2)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. 2.This insurance does not apply to any insured person or organization,from whom you have acquired such products,or any ingredient,part or container,entering into,accompanying or containing such products. 3.This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4.This provision 2.does not apply if "bodily injury"or "property damage"included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B.MISCELLANEOUS ADDITIONAL INSUREDS 1.Who Is An Insured is amended to include as an insured any person or organization (called additional insured)described in paragraphs 3.a.through 3.j.below whom you are required to add as an additional insured on this policy under a "written contract." 2.However,subject always to the terms and conditions of this policy,including the limits of insurance,we will not provide the additional insured with: a.A higher limit of insurance than required by such "written contract;" b.Coverage broader than required by such "written contract"and in no event greater than that described by the applicable paragraph a.through k.below;or c.Coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard."But this paragraph c.does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3.Only the following persons or organizations can qualify as additional insureds under this endorsement: a.Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1)such person or organization's financial control of you;or (2)Premises such person or organization owns,maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b.Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury," "property damage"or "personal and advertising injury"as co- owner of such premises. c.Grantor of Franchise Any person or organization that has granted a franchise to you,but only with respect to such person or organization's liability for "bodily injury," "property damage,"or "personal and advertising injury"as grantor of a franchise to you. SB146932G (10-19)Page 2 of 7 Copyright,CNA All Rights Reserved. 20 0 2 0 0 0 8 5 6 0 2 5 1 0 1 5 8 5 0 4 2 1 SB146932G (Ed.10-19) d.Lessor of Equipment Any person or organization from whom you lease equipment,but only with respect to liability for "bodily injury," "property damage"or "personal and advertising injury"caused in whole or in part by your maintenance,operation or use of such equipment,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e.Lessor of Land Any person or organization from whom you lease land,but only with respect to liability for "bodily injury," "property damage"or "personal and advertising injury"arising out of the ownership,maintenance or use of that specific part of the land leased to you,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by, on behalf of or for such additional insured. f.Lessor of Premises An owner or lessor of premises leased to you,or such owner or lessor's real estate manager,but only with respect to liability for "bodily injury," "property damage"or "personal and advertising injury" arising out of the ownership,maintenance or use of such part of the premises leased to you,and provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee,or receiver's liability for "bodily injury," "property damage"or "personal and advertising injury"arising out of the ownership,maintenance,or use of a premises by you. This insurance does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. h.State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization,but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage"or "personal and advertising injury"arising out of: (1)The following hazards in connection with premises you own,rent,or control and to which this insurance applies: (a)The existence,maintenance,repair,construction,erection,or removal of advertising signs, awnings,canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or (b)The construction,erection,or removal of elevators;or (c)The ownership,maintenance or use of any elevators covered by this insurance;or (2)The permitted or authorized operations performed by you or on your behalf.But the coverage granted by this paragraph does not apply to: (a)"Bodily injury", "property damage"or "personal and advertising injury"arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b)"Bodily injury"or "property damage"included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract,"we will treat as a "written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19)Page 3 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed.10-19) i.Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor,presenter or displayer,any person or organization whom you are required to include as an additional insured,but only with respect to such person or organization's liability for "bodily injury," "property damage,"or "personal and advertising injury"caused by: a.Your acts or omissions;or b.Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j.Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i.above.Such additional insured is an insured solely for "bodily injury," "property damage"or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1)For "bodily injury," "property damage,"or "personal and advertising injury"arising out of the rendering or failure to render any professional services; (2)For "bodily injury"or "property damage"included in the "products-completed operations hazard."But this provision (2)does not apply to such "bodily injury"or "property damage" if: (a)It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract";and (b)The "written contract"requires you to make the person or organization an additional insured for such "bodily injury"or "property damage";or (3)Who is afforded additional insured coverage under another endorsement attached to this policy. C.ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1.With respect only to additional insured coverage provided under paragraphs A.and B.above: a.The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess,contingent or on any other basis.However,if a "written contract"requires that this insurance be either primary or primary and noncontributing,then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b.Under Liability and Medical Expense Definitions,the following definition is added: "Written contract"means a written contract or agreement that requires you to make a person or organization an additional insured on this policy,provided the contract or agreement: (1)Is currently in effect or becomes effective during the term of this policy;and (2)Was executed prior to: (a)The "bodily injury"or "property damage;"or (b)The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2.With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part,the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a.An individual,then his or her spouse is an insured; SB146932G (10-19)Page 4 of 7 Copyright,CNA All Rights Reserved. 20 0 2 0 0 0 8 5 6 0 2 5 1 0 1 5 8 5 0 4 2 2 SB146932G (Ed.10-19) b.A partnership or joint venture,then its partners,members and their spouses are insureds; c.A limited liability company,then its members and managers are insureds; d.An organization other than a partnership,joint venture or limited liability company,then its executive officers,directors and shareholders are insureds;or e.Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations.Furthermore,employees of additional insureds are not insureds with respect to liability arising out of: (1)"Bodily injury"or "personal and advertising injury"to any fellow employee or to any natural person listed in paragraphs a.through d.above; (2)"Property damage"to property owned,occupied or used by their employer or by any fellow employee;or (3)Providing or failing to provide professional health care services. II.LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement,then that other endorsement controls with respect to such provision,and the changes made by this endorsement to such provision do not apply. A.Bodily injury –Expanded Definition Under Liability and Medical Expenses Definitions,the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury"means physical injury,sickness or disease sustained by a person,including death,humiliation, shock,mental anguish or mental injury by that person at any time which results as a consequence of the physical injury,sickness or disease. B.Broad Knowledge of Occurrence Under Businessowners Liability Conditions,the Condition entitled Duties In The Event of Occurrence,Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence,"offense, claim or "suit" is known to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C.Estates,Legal Representatives and Spouses The estates,heirs,legal representatives and spouses of any natural person insured shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives and spouses only for claims arising solely out of their capacity as such and,in the case of a spouse,where such claim seeks damages from marital common property,jointly held property,or property transferred from such natural person insured to such spouse.No coverage is provided for any act,error or omission of an estate,heir,legal representative or spouse outside the scope of such person's capacity as such,provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19)Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed.10-19) D.Fellow Employee First Aid Coverage In the section entitled Who Is An Insured,paragraph 2.a.1.is amended to add the following: The limitations described in subparagraphs 2.a.1.(a),(b)and (c)do not apply to your "employees"for "bodily injury"that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee"or "volunteer worker"that becomes necessary while your "employee" is performing duties in the conduct of your business.Your "employees"are hereby insureds for such services.But the insured status conferred by this provision does not apply to "employees"whose duties in your business are to provide professional health care services or health examinations. E.Legal Liability –Damage To Premises 1.Under B.Exclusions,1.Applicable to Business Liability Coverage,Exclusion k.Damage To Property, is replaced by the following: k.Damage To Property "Property damage" to: 1.Property you own,rent or occupy,including any costs or expenses incurred by you,or any other person,organization or entity,for repair,replacement,enhancement,restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; 2.Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; 3.Property loaned to you; 4.Personal property in the care,custody or control of the insured; 5.That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations,if the "property damage"arises out of those operations;or 6.That particular part of any property that must be restored,repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work"and were never occupied, rented or held for rental by you. Paragraphs 1,3,and 4,of this exclusion do not apply to "property damage"(other than damage by fire or explosion)to premises: (1)rented to you: (2)temporarily occupied by you with the permission of the owner,or (3)to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D – Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4,5,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage"included in the "products- completed operations hazard." 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph is added, and replaces the similar paragraph,if any,beneath paragraph (14)of the exclusion entitled Personal and Advertising Injury: Exclusions c,d,e,f,g, h,i,k,l,m,n, and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19)Page 6 of 7 Copyright,CNA All Rights Reserved. 20 0 2 0 0 0 8 5 6 0 2 5 1 0 1 5 8 5 0 4 2 3 SB146932G (Ed.10-19) 3.The first Paragraph under item 5.Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage"to any one premises,while rented to you or temporarily occupied by you with the permission of the owner,including contents of such premises rented to you for a period of 7 or fewer consecutive days,is the Damage to Premises Rented to You Limit.The Damage to Premises Rented to You Limit is the greater of: a.$1,000,000;or b.The Damage to Premises Rented to You Limit shown in the Declarations. F.Personal and Advertising Injury –Discrimination or Humiliation 1.Under Liability and Medical Expenses Definitions,the definition of "personal and advertising injury" is amended to add the following: h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is: (1)Not done intentionally by or at the direction of: (a)The insured;or (b)Any "executive officer,"director,stockholder,partner,member or manager (if you are a limited liability company)of the insured;and (2)Not directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person or person by any insured. 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale,rental,lease or sub-lease or prospective sale,rental,lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment,prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3.This provision (Personal and Advertising Injury –Discrimination or Humiliation)does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G.Personal and Advertising Injury -Broadened Eviction Under Liability and Medical Expenses Definitions,the definition of "Personal and advertising injury" is amended to delete Paragraph c.and replace it with the following: c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner,landlord or lessor. H.Waiver of Subrogation –Blanket We waive any right of recovery we may have against: a.Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19)Page 7 of 7 Copyright,CNA All Rights Reserved. SB-300000-D (Ed.04/14) BUSINESSOWNERS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage.Read the entire policy carefully to determine rights,duties and what is and is not covered. Throughout this policy the words "you"and "your"refer to the Named Insured shown in the Declarations.The words "we," "us"and "our"refer to the company providing the insurance. The word "insured"means any person or organization qualifying as such under Section C.–Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning.Refer to SECTION F –LIABILITY DEFINITIONS. A.Coverages (c)Prior to the policy period,no insured listed under Paragraph C.1.Who Is1.Business Liability (Bodily Injury,Property An Insured and no "employee"Damage,Personal and Advertising Injury)authorized by you to give or receive notice of an "occurrence"or claim,a.We will pay those sums that the insured knew that the "bodily injury"orbecomeslegallyobligatedtopayasdamages "property damage"had occurred,inbecauseof"bodily injury,""property damage" whole or in part.If such a listedor"personal and advertising injury"to which insured or authorized "employee"this insurance applies.We will have the right knew,prior to the policy period,thatanddutyto defend the insured against any the "bodily injury"or "property"suit"seeking those damages.However,we damage"occurred,then anywillhavenodutyto defend the insured continuation,change or resumption ofagainst any "suit"seeking damages for "bodily such "bodily injury"or "propertyinjury,""property damage"or "personal and damage"during or after the policyadvertisinginjury,"to which this insurance period will be deemed to have beendoesnotapply.We may at our discretion, known before the policy period.investigate any "occurrence"or any offense and settle any claim or "suit"that may result.(2)To "personal and advertising injury"But:caused by an offense arising out of your business,but only if the offense was(1)The amount we will pay for damages is committed in the "coverage territory"limited as described in Section D – during the policy period.Liability And Medical Expenses Limits Of Insurance;and c."Bodily injury"or "property damage"which occurs during the policy period and was not,(2)Our right and duty to defend ends when prior to the policy period,known to havewehave used up the applicable limit of occurred by any insured listed under Sectioninsuranceinthepaymentofjudgmentsor C.1.Who Is An Insured or any "employee"settlements or medical expenses to which authorized by you to give or receive notice ofthisinsuranceapplies. an "occurrence"or claim,includes anyNootherobligationorliabilitytopaysumsorcontinuation,change or resumption of "bodilyperformactsorservicesiscoveredunlessinjury"or "property damage"after the end ofexplicitlyprovidedforunderCoveragethepolicyperiod.Extension –Supplementary Payments. d."Bodily injury"or "property damage"will beb.This insurance applies:deemed to have been known to have occurred at the earliest time when any insured(1)To "bodily injury"and "property damage"listed under Section C.1.Who Is An Insuredonlyif:or any "employee"authorized by you to give (a)The "bodily injury"or "property or receive notice of an "occurrence"or claim: damage"is caused by an (1)Reports all,or any part,of the "bodily"occurrence"that takes place in the injury"or "property damage"to us or any"coverage territory";other insurer; (b)The "bodily injury"or "property (2)Receives a written or verbal demand ordamage"occurs during the policy claim for damages because of the "bodilyperiod;and injury"or "property damage";or SB-300000-D Page 1 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) 10 0 2 0 0 0 3 6 6 0 2 5 3 4 4 6 3 6 7 2 1 1 SB-300000-D (Ed.04/14) (3)Becomes aware by any other means that (2)If we defend an insured against a "suit" "bodily injury"or "property damage"has and an indemnitee of the insured is also occurred or has begun to occur.named as a party to the "suit,"we will defend that indemnitee if all of thee.Damages because of "bodily injury"include following conditions are met:damages claimed by any person or organization for care,loss of services or death (a)The "suit"against the indemnitee resulting at any time from the "bodily injury."seeks damages for which the insured has assumed the liability of thef.Coverage Extension –Supplementary indemnitee in a contract orPaymentsagreementthatisan"insured contract";(1)In addition to the Limit of Insurance of Liability we will pay,with respect to any (b)This insurance applies to suchclaimweinvestigateorsettle,or any liability assumed by the insured;"suit"against an insured we defend: (c)The obligation to defend,or the cost(a)All expenses we incur.of the defense of,that indemnitee, has also been assumed by the(b)Up to $1,000 for cost of bail bonds insured in the same "insuredrequiredbecauseofaccidentsor contract";traffic law violations arising out of the use of any vehicle to which Business (d)The allegations in the "suit"and theLiabilityCoveragefor"bodily injury"information we know about theapplies.We do not have to furnish "occurrence"are such that no conflictthesebonds.appears to exist between the interests of the insured and the(c)The cost of bonds to release interests of the indemnitee:attachments,but only for bond amounts within our Limit of (e)The indemnitee and the insured askInsurance.We do not have to furnish us to conduct and control the defensethesebonds.of that indemnitee against such "suit" and agree that we can assign the(d)All reasonable expenses incurred by same counsel to defend the insuredtheinsuredatourrequesttoassistus and the indemnitee;andintheinvestigationordefenseof the claim or "suit,"including actual loss of (f)The indemnitee:earnings up to $250 a day because of time off from work.(i)Agrees in writing to: (e)All court costs taxed against the i.Cooperate with us in the insured in the "suit."However,these investigation,settlement or payments do not include attorneys'defense of the "suit"; fees or attorney expenses taxed ii.Immediately send us copiesagainsttheinsured.of any demands,notices, (f)Prejudgment interest awarded summonses or legal papers against the insured on that part of the received in connection with judgment we pay.If we make an offer the "suit"; to pay the Limit of Insurance,we will iii.Notify any other insurernotpay any prejudgment interest whose coverage is availablebasedon that period of time after the to the indemnitee;andoffer. iv.Cooperate with us with(g)All interest on the full amount of any respect to coordinating otherjudgmentthataccruesafterentryofapplicableinsurancethejudgmentandbeforewehaveavailableto the indemnitee;paid,offered to pay,or deposited in andcourtthepartof the judgment that is within our Limit of Insurance.(ii)Provides us with written authorization to:These payments will not reduce the Limits of Insurance. SB-300000-D Page 2 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) SB-300000-D (Ed.04/14) i.Obtain records and other applicable Limit of Insurance.We will pay information related to the reasonable expenses for: "suit";and (1)First aid administered at the time of an ii.Conduct and control the accident; defense of the indemnitee in (2)Necessary medical,surgical,x-ray andsuch"suit."dental services,including prosthetic (3)So long as the above conditions are met,devices;and attorneys'fees incurred by us in the (3)Necessary ambulance,hospital,defense of that indemnitee,necessary professional nursing and funeral services.litigation expenses incurred by us and necessary litigation expenses incurred by B.Exclusions the indemnitee at our request will be paid 1.Applicable To Business Liability CoverageasSupplementaryPayments. Notwithstanding the provisions of This insurance does not apply to:Paragraph B.1.b.(2)Exclusions in Section a.Expected Or Intended InjuryB-EXCLUSIONS,such payments will not be deemed to be damages for "bodily "Bodily injury"or "property damage"expectedinjury"and "property damage"and will not or intended from the standpoint of the insured.reduce the limits of insurance.This exclusion does not apply to "bodily injury"resulting from the use of reasonableOurobligationto defend an insured's force to protect persons or property.indemnitee and to pay for attorneys'fees and necessary litigation expenses as b.Contractual LiabilitySupplementaryPaymentsendswhen: "Bodily injury"or "property damage"for which(a)We have used up the applicable limit the insured is obligated to pay damages byofinsuranceinthepaymentofreasonof the assumption of liability in ajudgmentsorsettlements;or contract or agreement.This exclusion does not apply to liability for damages:(b)The conditions set forth above,or the terms of the agreement described in (1)That the insured would have in thef.above are no longer met.absence of the contract or agreement;or 2.Medical Expenses (2)Assumed in a contract or agreement that is an "insured contract,"provided thea.We will pay medical expenses as described "bodily injury"or "property damage"below for "bodily injury"caused by an occurs subsequent to the execution of theaccident: contract or agreement.Solely for the (1)On premises you own or rent;purposes of liability assumed in an "insured contract," reasonable attorney(2)On ways next to premises you own or fees and necessary litigation expensesrent;or incurred by or for a party other than an (3)Because of your operations;insured are deemed to be damages because of "bodily injury"or "propertyprovidedthat:damage,"provided: (a)The accident takes place in the (a)Liability to such party for,or for the"coverage territory"and during the cost of,that party's defense has alsopolicyperiod;been assumed in the same "insured (b)The expenses are incurred and contract";and reported to us within one year of the (b)Such attorney fees and litigationdate of the accident;and expenses are for defense of that (c)The injured person submits to party against a civil or alternative examination,at our expense,by dispute resolution proceeding in physicians of our choice as often as which damages to which this we reasonably require.insurance applies are alleged. b.We will make these payments regardless of c.Liquor Liability fault.These payments will not exceed the "Bodily injury"or "property damage"for which any insured may be held liable by reason of: SB-300000-D Page 3 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) 10 0 2 0 0 0 3 6 6 0 2 5 3 4 4 6 3 6 7 2 1 2 SB-300000-D (Ed.04/14) (1)Causing or contributing to the intoxication migration,release or escape of of any person;"pollutants": (2)The furnishing of alcoholic beverages to a (a)At or from any premises,site or person under the legal drinking age or location which is or was at any time under the influence of alcohol;or owned or occupied by,or rented or loaned to,any insured.However,this(3)Any statute,ordinance or regulation subparagraph does not apply to:relating to the sale,gift, distribution or use of alcoholic beverages.(i)"Bodily injury" if sustained within a building and caused by smoke,This exclusion applies even if the claims fumes,vapor or soot fromallegenegligenceorotherwrongdoingin:equipment used to heat,cool or dehumidify the building or(a)The supervision,hiring,employment, equipment that is used to heattrainingormonitoringofothersbyan water for personal use by theinsured;or buildings occupants or their(b)Providing or failing to provide guests;transportation with respect to any person (ii)"Bodily injury"or "propertythatmaybeundertheinfluenceofalcohol damage"for which you may beThisexclusionappliesonlyifyouareintheheldliable, if you are a contractor business of manufacturing,distributing,and the owner or lessee of such selling,serving or furnishing alcoholic premises,site or location has beverages.been added to your policy as an additional insured with respect tod.Workers'Compensation And Similar Laws your ongoing operations performed for that additionalAnyobligationof the insured under a workers' insured at that premises,site orcompensation,disability benefits or location and such premises,siteunemploymentcompensationlaworany or location is not and never wassimilar law. owned or occupied by,or rentede.Employer's Liability or loaned to,any insured,other than that additional insured;or"Bodily Injury"to: (iii)"Bodily injury"or "property(1)An "employee"of the insured arising out damage"arising out of heat,of and in the course of: smoke or fumes from a "hostile (a)Employment by the insured;or fire"; (b)Performing duties related to the (b)At or from any premises,site or conduct of the insured's business;or location which is or was at any time used by or for any insured or others(2)The spouse,child,parent,brother or for the handling,storage,disposal,sister of that "employee"as a processing or treatment of waste;consequence of (1)above. (c)Which are or were at any timeThisexclusionapplies:transported,handled,stored,treated, (1)Whether the insured may be liable as an disposed of,or processed as waste employer or in any other capacity;and by or for: (2)To any obligation to share damages with (i)Any insured;or or repay someone else who must pay (ii)Any person or organization fordamagesbecauseof the injury.whom you may be legally This exclusion does not apply to liability responsible;or assumed by the insured under an "insured (d)At or from any premises,site orcontract."location on which any insured or any f.Pollution contractors or subcontractors working directly or indirectly on any insured's(1)"Bodily injury"or "property damage"behalf are performing operations ifarisingout of the actual,alleged or the "pollutants"are brought on or tothreateneddischarge,dispersal,seepage,the premises,site or location in SB-300000-D Page 4 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) SB-300000-D (Ed.04/14) connection with such operations by a.Request,demand,order or statutory such insured,contractor or or regulatory requirement that any subcontractor.However,this insured or others test for,monitor, subparagraph does not apply to:clean up,remove,contain,treat, detoxify or neutralize,or in any way(i)"Bodily injury"or "property respond to,or assess the effects of,damage"arising out of the "pollutants";orescapeoffuels,lubricants or other operating fluids which are b.Claim or "suit"by or on behalf of a needed to perform the normal governmental authority for damages electrical,hydraulic or because of testing for,monitoring, mechanical functions necessary cleaning up,removing,containing, for the operation of "mobile treating,detoxifying or neutralizing,or equipment"or its parts,if such in any way responding to,or fuels,lubricants or other assessing the effects of,"pollutants." operating fluids escape from a However,this paragraph does not applyvehiclepartdesignedtohold,to liability for damages because ofstoreorreceivethem.This "property damage"that the insured wouldexceptiondoesnotapplyifthehaveintheabsenceofsuchrequest,"bodily injury"or "property demand,order or statutory or regulatorydamage"arises out of the requirement or such claim or "suit"by orintentionaldischarge,dispersal on behalf of a governmental authority.or release of the fuels,lubricants or other operating fluids,or if g.Aircraft,Auto Or Watercraft such fuels,lubricants or other "Bodily injury"or "property damage"arisingoperatingfluidsarebroughtonorout of the ownership,maintenance,use orto the premises,site or location entrustment to others of any aircraft,"auto"orwiththeintentthattheybewatercraftownedoroperatedbyorrentedordischarged,dispersed or loaned to any insured.Use includes operationreleasedaspartof the and "loading or unloading."operations being performed by such insured,contractor or This exclusion applies even if the claimssubcontractor;allege negligence or other wrongdoing in the supervision,hiring,employment,training or(ii)"Bodily injury"or "property monitoring of others by an insured,if thedamage"sustained within a "occurrence"which caused the "bodily injury"building and caused by the or "property damage"involved the ownership,release of gases,fumes or maintenance,use or entrustment to others ofvaporsfrommaterialsbroughtanyaircraft,"auto"or watercraft that is ownedintothatbuildinginconnectionoroperatedbyorrentedorloanedtoanywithoperationsbeingperformedinsured.by you or on your behalf by a contractor or subcontractor;or This exclusion does not apply to: (iii)"Bodily injury"or "property (1)An aircraft that is:damage"arising out of heat, (a)Hired,chartered,or loaned with asmokeorfumesfroma"hostile paid crew;butfire." (b)Not owned by any insured;(e)At or from any premises,site or location on which any insured or any (2)A watercraft while ashore on premisescontractorsorsubcontractorsworkingyouownorrent;directly or indirectly on any insured's (3)A watercraft you do not own that is:behalf are performing operations if the operations are to test for,monitor,(a)Less than 51 feet long;andcleanup,remove,contain,treat, detoxify or neutralize,or in any way (b)Not being used to carry persons or respond to,or assess the effects of,property for a charge; "pollutants."(4)Parking an "auto"on,or on the ways next (2)Any loss,cost or expense arising out of to,premises you own or rent,provided any: SB-300000-D Page 5 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) 10 0 2 0 0 0 3 6 6 0 2 5 3 4 4 6 3 6 7 2 1 3 SB-300000-D (Ed.04/14) the "auto"is not owned by or rented or (6)Any service,treatment,advice or loaned to you or the insured;instruction for the purpose of appearance or skin enhancement,hair removal or(5)Liability assumed under any "insured replacement or personal grooming;contract"for the ownership,maintenance or use of aircraft or watercraft;or (7)Optometry or optical or hearing aid services including the prescribing,(6)"Bodily injury"or "property damage"preparation,fitting,demonstration orarisingout of the operation of any of the distribution of ophthalmic lenses andfollowingequipment:similar products or hearing aid devices; (a)Cherry pickers and similar devices (8)Body piercing services;mounted on automobile or truck chassis and used to raise or lower (9)Services in the practice of pharmacy; workers;and (10)Veterinary medicine services; (b)Air compressors,pumps and (11)Mortician services;andgenerators,including spraying, welding,building cleaning,(12)Services rendered in connection with the geophysical exploration,lighting and creation and/or development, well servicing equipment.modification,or repair of "software," including,but not limited to design,h.Mobile Equipment specifications,system or "software" "Bodily injury"or "property damage"arising configuration and consultation. out of:This exclusion applies even if the claims (1)The transportation of "mobile equipment"allege negligence or other wrongdoing in the by an "auto"owned or operated by or supervision,hiring,employment,training or rented or loaned to any insured;or monitoring of others by an insured,if the "occurrence"which caused the "bodily injury"(2)The use of "mobile equipment"in,or or "property damage,"or the offense whichwhile in practice for,or while being caused the "personal and advertising injury,"prepared for,any prearranged racing,involved the rendering or failure to render anyspeed,demolition or stunting activity.professional service. i.War k.Damage To Property "Bodily injury"or "property damage"due to "Property damage"to:war,whether or not declared,or any act or condition incident to war.War includes civil (1)Property you own,rent or occupy, war,insurrection,rebellion or revolution.This including any costs or expenses incurred exclusion applies only to liability assumed by you,or any other person,organization under a contract or agreement.or entity,for repair,replacement, enhancement,restoration or maintenancej.Professional Services of such property for any reason,including prevention of injury to a person or"Bodily injury,""property damage,""personal damage to another's property;and advertising injury"caused by the rendering or failure to render any professional (2)Premises you sell,give away or abandon,service.This includes but is not limited to:if the "property damage"arises out of any part of those premises;(1)Legal,accounting or advertising services; (3)Property loaned to you;(2)Preparing,approving,or failing to prepare or approve maps,drawings,opinions,(4)Personal property in the care,custody orreports,surveys,change orders,designs control of the insured;or specifications; (5)That particular part of real property on(3)Supervisory,inspection or engineering which you or any contractor orservices;subcontractor working directly or indirectly on your behalf is performing(4)Medical,surgical,dental,x-ray or nursing operations,if the "property damage"services treatment,advice or instruction; arises out of those operations;or(5)Any health or therapeutic service treatment,advice or instruction; SB-300000-D Page 6 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) SB-300000-D (Ed.04/14) (6)That particular part of any property that o.Recall Of Products,Work Or Impaired must be restored,repaired or replaced Property because "your work"was incorrectly Damages claimed for any loss,cost orperformedonit.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 or explosion)to premises,of: including the contents of such premises,(1)"Your product";rented to you for a period of 7 or fewer consecutive days.A separate limit of (2)"Your work";or insurance applies to Damage To Premises (3)"Impaired property";Rented To You as described in Paragraph D. Liability And Medical Expenses Limit Of if such product,work or property is withdrawnInsurance.or recalled from the market or from use by any person or organization because of a known orParagraph(2)of this exclusion does not apply suspected defect,deficiency,inadequacy orifthepremisesare"your work"and were dangerous condition in it.never occupied,rented or held for rental by you.p.Personal And Advertising Injury Paragraphs (3), (4),(5)and (6)of this "Personal and advertising injury":exclusion do not apply to liability assumed (1)Caused by or at the direction of theunderasidetrackagreement. insured with the knowledge that the actParagraph(6)of this exclusion does not apply would violate the rights of another andto"property damage"included in the would inflict "personal and advertising"products –completed operations hazard."injury"; l.Damage To Your Product (2)Arising out of oral or written publication of material,if done by or at the direction of"Property damage"to "your product"arising the insured with knowledge of its falsity;out of it or any part of it. (3)Arising out of oral or written publication ofm.Damage To Your Work material whose first publication took place "Property damage"to "your work"arising out before the beginning of the policy period; of it or any part of it and included in the (4)Arising out of a criminal act committed by"products –completed operations hazard."or at the direction of any insured; This exclusion does not apply if the damaged (5)For which the insured has assumedworkortheworkout of which the damage liability in a contract or agreement.Thisariseswasperformedonyourbehalfbyaexclusiondoesnotapplytoliabilityforsubcontractor.damages that the insured would have in n.Damage To Impaired Property Or Property the absence of the contract or agreement; Not Physically Injured (6)Arising out of a breach of contract,except "Property damage"to "impaired property"or an implied contract to use another's property that has not been physically injured,advertising idea in your "advertisement"; arising out of:(7)Arising out of the failure of goods, (1)A defect,deficiency,inadequacy or products or services to conform with any dangerous condition in "your product"or statement of quality or performance made "your work";or in your "advertisement"; (2)A delay or failure by you or anyone acting (8)Arising out of the wrong description of the on your behalf to perform a contract or price of goods,products or services agreement in accordance with its terms.stated in your "advertisement"; This exclusion does not apply to the loss of (9)Committed by an insured whose business use of other property arising out of sudden is: and accidental physical injury to "your (a)Advertising,broadcasting,publishingproduct"or "your work"after it has been put to or telecasting;its intended use. SB-300000-D Page 7 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) 10 0 2 0 0 0 3 6 6 0 2 5 3 4 4 6 3 6 7 2 1 4 SB-300000-D (Ed.04/14) (b)Designing or determining content of Damage To Premises Rented To You Limit of web-sites for others;or Insurance applies to this coverage as described in Paragraph D.Liability And(c)An Internet search,access,content Medical Expenses Limits of Insurance.or service provider. q.Electronic DataHowever,this exclusion does not apply to Paragraphs 14.a.,b.and c.of "personal Damages arising out of the loss of, loss of use and advertising injury"under Paragraph of,damage to,corruption of, inability to F.Liability And Medical Expenses access,or inability to manipulate electronic Definitions.data. For the purposes of this exclusion,the As used in this exclusion,electronic data placing of frames,borders or links,or means information,facts or programs stored advertising,for you or others anywhere as or on,created or used on,or transmitted to on the Internet,by itself, is not considered or from computer software,including systems the business of advertising,broadcasting,and applications software,hard or floppy publishing or telecasting.disks,CD-ROMs,tapes,drives,cells,data processing devices or any other media which(10)Arising out of the actual,alleged or are used with electronically controlledthreateneddischarge,dispersal,seepage,equipment.migration,release or escape of "pollutants"at any time.2.Applicable To Medical Expenses Coverage (11)With respect to any loss,cost or expense We will not pay expenses for "bodily injury": arising out of any:a.To any insured,except "volunteer workers." (a)Request,demand or order that any b.To a person hired to do work for or on behalfinsuredorotherstestfor,monitor,of any insured or a tenant of any insured.clean-up,remove,contain,treat, detoxify or neutralize or in any way c.To a person injured on that part of premises respond to,or assess the effects of,you own or rent that the person normally "pollutants";or occupies. (b)Claim or "suit"by or on behalf of a d.To a person,whether or not an "employee"of governmental authority for damages any insured,if benefits for the "bodily injury" because of testing for,monitoring,are payable or must be provided under a cleaning up,removing,containing,workers'compensation or disability benefits treating,detoxifying or neutralizing or law or a similar law. in any way responding to,or e.To a person injured while taking part inassessingtheeffectsof,"pollutants."athletics. (12)Arising out of an electronic chatroom or f.Included within the "products –completedbulletinboardtheinsuredhosts,owns or operations hazard."over which the insured exercises control. g.Excluded under Business Liability Coverage.(13)Arising out of the infringement of copyright,patent,trademark,trade secret h.Due to war,whether or not declared,or anyorotherintellectualpropertyrights.act or condition incident to war.War includes civil war,insurrection,rebellion or revolution.However,this exclusion does not apply to infringement,in your "advertisement,"of 3.Applicable To Both Business Liability Coveragecopyright,trade dress or slogan.And Medical Expenses Coverage –Nuclear Energy Liability Exclusion(14)Arising out of the unauthorized use of another's name or product in your e-mail This insurance does not apply:address,domain name or metatags,or a.Under Business Liability Coverage,to "bodilyanyothersimilar tactics to mislead injury"or "property damage":another's potential customers. (1)With respect to which an insured underExclusionsc.,d.,e., f.,g., h.,i., k., l.,m.,n. the policy is also an insured under aando.in Section II –Liability do not apply to nuclear energy liability policy issued bydamagebyfireorexplosiontopremiseswhile the Nuclear Energy Liability Insurancerentedtoyou,or temporarily occupied by you Association,Mutual Atomic Energywithpermissionof the owner.A separate SB-300000-D Page 8 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) SB-300000-D (Ed.04/14) Liability Underwriters or Nuclear (1)"By-product material"has the meaning Insurance Association of Canada,or given it in the Atomic Energy Act of 1954 would be an insured under any such or in any law amendatory thereof; policy but for its termination upon (2)"Hazardous properties"includeexhaustionofits limit of liability;or radioactive,toxic or explosive properties; (2)Resulting from the "hazardous properties"(3)"Nuclear facility"means:of "nuclear material"and with respect to which:(a)Any "nuclear reactor"; (a)Any person or organization is (b)Any equipment or device designed or required to maintain financial used for: protection pursuant to the Atomic (i)Separating the isotopes ofEnergyActof 1954,or any law uranium or plutonium;amendatory thereof;or (ii)Processing or utilizing "spent(b)The insured is,or had this policy not fuel";orbeenissuedwouldbe,entitled to indemnity from the United States of (iii)Handling,processing orAmerica,or any agency thereof,packaging "waste";under any agreement entered into by (c)Any equipment or device used for thetheUnitedStatesofAmerica,or any processing,fabricating or alloying ofagencythereof,with any person or "special nuclear material"if at anyorganization. time the total amount of such material b.Under Medical Expenses Coverage,to in the custody of the insured at theexpensesincurredwithrespectto"bodily premises where such equipment orinjury"resulting from the "hazardous device is located consists of orproperties"of "nuclear material"and arising contains more than 25 grams ofout of the operation of a "nuclear facility"by plutonium or uranium 233 or anyanypersonororganization.combination thereof,or more than 250 grams of uranium 235;c.Under Business Liability Coverage,to "bodily injury"or "property damage"resulting from the (d)Any structure,basin,excavation,"hazardous properties"of the nuclear premises or place prepared or usedmaterial";if:for the storage or disposal of "waste"; (1)The "nuclear material":and includes the site on which any of the foregoing is located,all operations(a)Is at any "nuclear facility"owned by,conducted on such site and all premisesoroperatedbyoronbehalfof,an used for such operations;insured;or (4)"Nuclear material"means "source(b)Has been discharged or dispersed material,""special nuclear material"ortherefrom;"byproduct material"; (2)The "nuclear material"is contained in (5)"Nuclear reactor"means an apparatus"spent fuel"or "waste"at any time designed or used to sustain nuclearpossessed,handled,used,processed,fission in a self-supporting chain reactionstored,transported or disposed of by or or to contain a critical mass of fissionableonbehalfof an insured;or material; (3)The "bodily injury"or "property damage"(6)"Property damage"includes all forms ofarisesout of the furnishing by an insured radioactive contamination of property.of services,materials,parts or equipment in connection with the planning,(7)"Source material"has the meaning givenconstruction,maintenance,operation or it in the Atomic Energy Act of 1954 or inuseofany"nuclear facility";but if such any law amendatory thereof;facility is located within the United States (8)"Special nuclear material"has theofAmerica,its territories or possessions meaning given it in the Atomic Energy ActorCanada,this Exclusion (3)applies only of 1954 or in any law amendatory thereof;to "property damage"to such "nuclear facility"and any property thereat.(9)"Spent fuel"means any fuel element or fuel component,solid or liquid,which hasd.As used in this exclusion: SB-300000-D Page 9 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) 10 0 2 0 0 0 3 6 6 0 2 5 3 4 4 6 3 6 7 2 1 5 SB-300000-D (Ed.04/14) been used or exposed to radiation in a "employees"or "volunteer workers"are "nuclear reactor";insureds for: (10)"Waste"means any waste material:(1)"Bodily injury"or "personal and advertising injury":(a)Containing "by-product material" other than the tailings or wastes (a)To you,to your partners or members produced by the extraction or (if you are a partnership or joint concentration of uranium or thorium venture),to your members (if you are from any one processed primarily for a limited liability company),or to a its "source material"content;and co-"employee"while in the course of his or her employment or performing(b)Resulting from the operation by any duties related to the conduct of yourpersonororganizationofanybusiness,or to your other "volunteer"nuclear facility"included under workers"while performing dutiesParagraph(a)and (b)of the definition related to the conduct of yourof"nuclear facility."business; C.Who Is An Insured (b)To the spouse,child,parent,brother or sister of that co-"employee"as a1.If you are designated in the Declarations as: consequence of Paragraph (a)a.An individual,you and your spouse are above;insureds,but only with respect to the conduct (c)For which there is any obligation toof a business of which you are the sole share damages with or repayowner. someone else who must payb.A partnership or joint venture,you are an damages because of the injuryinsured.Your members,your partners and described in Paragraphs (a)or (b);ortheirspousesarealsoinsureds,but only with (d)Arising out of his or her providing orrespectto the conduct of your business. failing to provide professional healthc.A limited liability company,you are an care services.insured.Your members are also insureds,but (2)"Property damage"to property:only with respect to the conduct of your business.Your managers are insureds,but (a)Owned,occupied or used by,only with respect to their duties as your managers.(b)Rented to, in the care,custody or control of,or over which physicald.An organization other than a partnership,joint control is being exercised for anyventureorlimited liability company,you are purpose byaninsured.Your "executive officers"and directors are insureds,but only with respect to you,any of your "employees,""volunteer their duties as your officers or directors.Your workers,"any partner or member (if you stockholders are also insureds,but only with are a partnership or joint venture),or any respect to their liability as stockholders.member (if you are a limited liability company).e.A trust,you are an Insured.Your trustees are also insureds,but only with respect to their b.Any person (other than your "employee"or duties as trustees."volunteer worker"),or any organization while acting as your real estate manager.2.Each of the following is also an insured: c.Any person or organization having propera.Your "volunteer workers"only while temporary custody of your property if you die,performing duties related to the conduct of but only:your business,or your "employees,"other than either your "executive officers" (if you are (1)With respect to liability arising out of the an organization other than a partnership,joint maintenance or use of that property;and venture or limited liability company)or your (2)Until your legal representative has beenmanagers(if you are a limited liability appointed.company),but only for acts within the scope of their employment by you or while d.Your legal representative if you die,but only performing duties related to the conduct of with respect to duties as such.That your business.However,none of these representative will have all your rights and duties under this policy. SB-300000-D Page 10 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) SB-300000-D (Ed.04/14) 3.With respect to "mobile equipment"registered in a.Injury or damages under the "products your name under any motor vehicle registration completed operations hazard"arising from all law,any person is an insured while driving such "occurrences"during the policy period is the equipment along a public highway with your Products-Completed Operations Aggregate permission.Any other person or organization Limit shown in the Declarations. responsible for the conduct of such person is also b.All other injury or damages,including medicalaninsured,but only with respect to liability arising expenses,arising from all "occurrences"out of the operation of the equipment,and only if during the policy period is the Generalnootherinsuranceofanykindisavailableto that Aggregate Limit shown in the Declarations.person or organization for this liability.However, no person or organization is an insured with This General Aggregate Limit applies respect to:separately to each of your "locations"owned by or rented to you.a."Bodily injury"to a co-"employee"of the person driving the equipment;or "Location"means premises involving the same or connecting lots,or premises whoseb."Property damage"to property owned by,connection is interrupted only by a street,rented to, in the charge of or occupied by you roadway or right-of-way of a railroad.or the employer of any person who is an insured under this provision.This aggregate Limit does not apply to "property damage"to premises rented to you4.Any organization you newly acquire or form,other arising out of fire,lightning or explosion.than a partnership or joint venture,and over which you maintain ownership of majority interest,will 3.Subject to item 2.above,the most we will pay for qualify as a Named Insured if there is no other the sum of all damages because of all "bodily similar insurance available to that organization.injury,""property damage"and medical expenses However:arising out of any one "occurrence"is the Liability and Medical Expense Limit shown in thea.Coverage under this provision is afforded only Declarations.until the 90th day after you acquire or form the organization or the end of the policy period,The most we will pay for all medical expenses whichever is earlier;because of "bodily injury"sustained by any one person is the Medical Expenses Limit shown inb.Bodily Injury and Property Damage coverage the Declarations.does not apply to "bodily injury"or "property damage"that occurred before you acquired or 4.Subject to item 2.above,the most we will pay for formed the organization;and the sum of all damages because of all "personal and advertising injury"sustained by any onec.Personal and Advertising Injury coverage person or organization is the Personal anddoesnotapplyto"personal injury"or Advertising Injury Limit shown in the Declarations."advertising injury"arising out of an offense committed before you acquired or formed the 5.The most we will pay under Business Liability organization.Coverage for damages because of "property damage"to premises rented to you,or in the caseNopersonororganizationisaninsuredwithoffire, while rented to you or temporarily occupiedrespectto the conduct of any current or past by you with permission of the owner,is thepartnership,joint venture or limited liability Damage To Premises Rented To You Limit showncompanythatisnotshownasaNamedInsuredinintheDeclarations.the Declarations. The Damage to Premises Rented To You LimitD.Liability And Medical Expenses Limits Of applies to all damage proximately caused by theInsurancesameevent,whether such damage results from 1.The Limits of Insurance shown in the Declarations fire, lightning,or explosion or any combination of and the rules below fix the most we will pay the three. regardless of the number of:If more than one limit of insurance under this a.Insureds;policy and any endorsements attached thereto applies to any claim or "suit,"the most we will payb.Claims made or "suits"brought;or under this policy and the endorsements is the single highest limit of liability of all coveragesc.Persons or organizations making claims or applicable to such claim or "suit."However,thisbringing"suits." paragraph does not apply to the Medical2.The most we will pay for:Expenses limit set forth in paragraph 3.above. SB-300000-D Page 11 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) 10 0 2 0 0 0 3 6 6 0 2 5 3 4 4 6 3 6 7 2 1 6 SB-300000-D (Ed.04/14) The Limits of this policy apply separately to each damage to which this insurance may also consecutive annual period and to any remaining apply. period of less than 12 months,starting with the d.No insured will,except at that insured's ownbeginningof the policy period shown in the cost,voluntarily make a payment,assumeDeclarations,unless the policy period is extended any obligation,or incur any expense,otherafterissuanceforanadditionalperiodoflessthanthanforfirst aid,without our consent.12 months.In that case,the additional period will be deemed part of the last preceding period for 3.Financial Responsibility Laws purposes of determining the Limits of Insurance.a.When this policy is certified as proof of E.Businessowners Liability Conditions financial responsibility for the future under the provisions of any motor vehicle financial1.Bankruptcy responsibility law,the insurance provided by Bankruptcy or insolvency of the insured or of the the policy for "bodily injury" liability and insured's estate will not relieve us of our "property damage"liability will comply with the obligations under this policy.provisions of the law to the extent of the coverage and limits of insurance required by2.Duties In The Event Of Occurrence,Offense,that law.Claim Or Suit b.With respect to "mobile equipment"to whicha.You must see to it that we are notified as soon this insurance applies,we will provide anyaspracticableof an "occurrence"or an liability,uninsured motorists,underinsuredoffensewhichmayresultinaclaim.To the motorists,no-fault or other coverage requiredextentpossible,notice should include:by any motor vehicle law.We will provide the required limits for those coverages.(1)How,when and where the "occurrence" or offense took place;4.Legal Action Against Us (2)The names and addresses of any injured No person or organization has a right under thispersonsandwitnesses;and policy: (3)The nature and location of any injury or a.To join us as a party or otherwise bring us intodamagearisingout of the "occurrence"or a "suit"asking for damages from an insured;offense.or b.If a claim is made or "suit" is brought against b.To sue us on this policy unless all of its termsanyinsured,you must:have been fully complied with. (1)Immediately record the specifics of the A person or organization may sue us toclaimor"suit"and the date received;and recover on an agreed settlement or on a final judgment against an insured;but we will not(2)Notify us as soon as practicable. be liable for damages that are not payableYoumustseetoitthatwereceivewrittenunderthetermsofthis policy or that are innoticeof the claim or "suit"as soon as excess of the applicable limit of insurance.Anpracticable.agreed settlement means a settlement and release of liability signed by us,the insuredc.You and any other involved insured must:and the claimant or the claimant's legal (1)Immediately send us copies of any representative. demands,notices,summonses or legal 5.Separation Of Insuredspapersreceivedinconnectionwiththe claim or "suit";Except with respect to the Limits of Insurance in this policy,and any rights or duties specifically(2)Authorize us to obtain records and other assigned in this policy to the first Named Insured,information;this insurance applies: (3)Cooperate with us in the investigation,or a.As if each Named Insured were the onlysettlementof the claim or defense against Named Insured;andthe"suit";and b.Separately to each insured against whom(4)Assist us,upon our request,in the claim is made or "suit" is brought.enforcement of any right against any person or organization that may be liable to the insured because of injury or SB-300000-D Page 12 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) SB-300000-D (Ed.04/14) 6.Unintentional Failure to Disclose Hazards merits in the territory described in Paragraph a.above or in a settlement we agree to.It is agreed that based on our reliance on your representations as to existing hazards,if 5."Employee"includes a "leased worker." unintentionally you should fail to disclose all such "Employee"does not include a "temporary hazards at the inception date of your policy,we worker." shall not deny any coverage under this Coverage 6."Executive officer"means a person holding any ofFormbecauseofsuchfailure.the officer positions created by your charter, F.Liability And Medical Expenses Definitions constitution,by-laws or any other similar governing document.1."Advertisement"means a notice that is broadcast or published to the general public or specific 7."Hostile fire"means one which becomes market segments about your goods,products or uncontrollable or breaks out from where it was services for the purpose of attracting customers or intended to be. supporters.For the purposes of this definition:8."Impaired property"means tangible property,other a.Notices that are published include material than "your product"or "your work,"that cannot be placed on the Internet or on similar electronic used or is less useful because: means of communication;and a.It incorporates "your product"or "your work" b.Regarding web-sites,only that part of a web-that is known or thought to be defective, site that is about your goods,products or deficient,inadequate or dangerous;or services for the purposes of attracting b.You have failed to fulfill the terms of a contractcustomersorsupportersisconsideredanoragreement;advertisement. if such property can be restored to use by:2."Auto"means a land motor vehicle, trailer or semitrailer designed for travel on public roads,(1)The repair,replacement,adjustment or including any attached machinery or equipment.removal of "your product"or "your work"; But "auto"does not include "mobile equipment."or 3."Bodily injury"means bodily injury,sickness or (2)Your fulfilling the terms of the contract or disease sustained by a person,including death agreement. resulting from any of these at any time.9."Insured contract"means: 4."Coverage territory"means:a.A contract for a lease of premises.However, a.The United States of America (including its that portion of the contract for a lease of territories and possessions),Puerto Rico and premises that indemnifies any person or Canada;organization for damage by fire to premises while rented to you or temporarily occupied byb.International waters or airspace,but only if the you with permission of the owner is not aninjuryordamageoccursinthecourseoftravel"insured contract";or transportation between any places included in Paragraph a.above;or b.A sidetrack agreement; c.All other parts of the world if the injury or c.Any easement or license agreement,except damage arises out of:in connection with construction or demolition operations on or within 50 feet of a railroad;(1)Goods or products made or sold by you in the territory described in Paragraph a.d.An obligation,as required by ordinance,to above;indemnify a municipality,except in connection with work for a municipality;(2)The activities of a person whose home is in the territory described in Paragraph a.e.An elevator maintenance agreement; above,but is away for a short time on f.That part of any other contract or agreementyourbusiness;or pertaining to your business (including an (3)"Personal and advertising injury"offenses indemnification of a municipality in connection that take place through the Internet or with work performed for a municipality)under similar electronic means of which you assume the tort liability of another communication;party to pay for "bodily injury"or "property damage"to a third person or organization.provided the insured's responsibility to pay Tort liability means a liability that would bedamagesisdeterminedina"suit"on the SB-300000-D Page 13 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) 10 0 2 0 0 0 3 6 6 0 2 5 3 4 4 6 3 6 7 2 1 7 SB-300000-D (Ed.04/14) imposed by law in the absence of any 12."Mobile equipment"means any of the following contract or agreement.types of land vehicles,including any attached machinery or equipment:Paragraph f.does not include that part of any contract or agreement:a.Bulldozers,farm machinery,forklifts and other vehicles designed for use principally off public(1)That indemnifies a railroad for "bodily roads;injury"or "property damage"arising out of construction or demolition operations,b.Vehicles maintained for use solely on or next within 50 feet of any railroad property and to premises you own or rent; affecting any railroad bridge or trestle,c.Vehicles that travel on crawler treads;tracks,road beds,tunnel,underpass or crossing;d.Vehicles,whether self-propelled or not, on which are permanently mounted:(2)That indemnifies an architect,engineer or surveyor for injury or damage arising out (1)Power cranes,shovels,loaders,diggers of:or drills;or (a)Preparing,approving or failing to (2)Road construction or resurfacing prepare or approve maps,drawings,equipment such as graders,scrapers or opinions,reports,surveys,change rollers; orders,designs or specifications;or e.Vehicles not described in Paragraphs a.,b.,c. (b)Giving directions or instructions,or or d.above that are not self-propelled and are failing to give them,if that is the maintained primarily to provide mobility to primary cause of the injury or permanently attached equipment of the damage;or following types: (c)Under which the insured,if an (1)Air compressors,pumps and generators, architect,engineer or surveyor,including spraying,welding,building assumes liability for an injury or cleaning,geophysical exploration,lighting damage arising out of the insured's and well servicing equipment;or rendering or failure to render (2)Cherry pickers and similar devices usedprofessionalservices,including those to raise or lower workers;listed in Paragraph (2)above and supervisory,inspection or f.Vehicles not described in Paragraphs a.,b.,c. engineering services.or d.above maintained primarily for purposes other than the transportation of persons or10."Leased worker"means a person leased to you by cargo.a labor leasing firm under an agreement between you and the labor leasing firm,to perform duties However,self-propelled vehicles with therelatedto the conduct of your business."Leased following types of permanently attachedworker"does not include a "temporary worker."equipment are not "mobile equipment"but will be considered "autos":11."Loading or unloading"means the handling of property:(1)Equipment designed primarily for: a.After it is moved from the place where it is (a)Snow removal;accepted for movement into or onto an (b)Road maintenance,but notaircraft,watercraft or "auto"; construction or resurfacing;or b.While it is in or on an aircraft,watercraft or (c)Street cleaning;"auto";or (2)Cherry pickers and similar devicesc.While it is being moved from an aircraft, mounted on automobile or truck chassiswatercraftor"auto"to the place where it is and used to raise or lower workers;andfinallydelivered; (3)Air compressors,pumps and generators,but "loading or unloading"does not include the including spraying,welding,buildingmovementofpropertybymeansof a mechanical cleaning,geophysical exploration,lightingdevice,other than a hand truck,that is not and well servicing equipment.attached to the aircraft,watercraft or "auto." 13."Occurrence"means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. SB-300000-D Page 14 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) SB-300000-D (Ed.04/14) 14."Personal and advertising injury"means injury,replacement,but which is otherwise including consequential "bodily injury,"arising out complete,will be treated as completed. of one or more of the following offenses:The "bodily injury"or "property damage"must a.False arrest,detention or imprisonment;occur away from premises you own or rent, unless your business includes the selling,b.Malicious prosecution;handling or distribution of "your product"for consumption on premises you own or rent.c.The wrongful eviction from,wrongful entry into,or invasion of the right of private b.Does not include "bodily injury"or "propertyoccupancyof a room,dwelling or premises damage"arising out of:that a person occupies,committed by or on behalf of its owner,landlord or lessor;(1)The transportation of property,unless the injury or damage arises out of a conditiond.Oral or written publication,in any manner,of in or on a vehicle not owned or operatedmaterialthatslandersorlibelsapersonorbyyou,and that condition was created byorganizationordisparagesaperson's or the "loading or unloading"of that vehicleorganization's goods,products or services;by any insured;or e.Oral or written publication,in any manner,of (2)The existence of tools,uninstalledmaterialthatviolatesaperson's right of equipment or abandoned or unusedprivacy;materials. f.The use of another's advertising idea in your 17."Property damage"means:"advertisement";or a.Physical injury to tangible property,includingg.Infringing upon another's copyright,trade all resulting loss of use of that property.Alldressorsloganinyour"advertisement."such loss of use shall be deemed to occur at the time of the physical injury that caused it;15."Pollutants"mean any solid, liquid,gaseous or orthermalirritantorcontaminant,including smoke, vapor,soot,fumes,acids,alkalis,chemicals and b.Loss of use of tangible property that is notwaste.Waste includes materials to be recycled,physically injured.All such loss of use shall bereconditionedorreclaimeddeemedtooccurat the time of the "occurrence"that caused it.16."Products –completed operations hazard": For the purposes of this insurance,electronic dataa.Includes all "bodily injury"and "property is not tangible property.damage"occurring away from premises you own or rent and arising out of "your product"As used in this definition,electronic data meansor"your work"except:information,facts or programs stored as,created or used on,or transmitted to or from computer(1)Products that are still in your physical software,including systems and applicationspossession;or software,hard or floppy disks,CD-ROMs,tapes,(2)Work that has not yet been completed or drives,cells,data processing devices or any otherabandoned.However,"your work"will be media which are used with electronicallydeemedcompletedat the earliest of the controlled equipment.following times: 18."Software"means:(a)When all of the work called for in your a.Electronic data processing,recording orcontracthasbeencompleted. storage media such as films,tapes,cards,(b)When all of the work to be done at discs,drums or cells;andthejobsitehasbeencompletedif b.Data and programming records used foryourcontractcallsforworkatmore electronic data processing or electronicallythan one job site. controlled equipment stored on such media;(c)When that part of the work done at andthejobsitehasbeen put to its c.Written or printed data,such as programs,intended use by any other person or routines,and symbolic languages,essential toorganizationotherthananother the operation of computers;andcontractororsubcontractorworking on the same project.d.Documents containing information on the operation and maintenance of computers.Work that may need service, maintenance,correction,repair or SB-300000-D Page 15 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) 10 0 2 0 0 0 3 6 6 0 2 5 3 4 4 6 3 6 7 2 1 8 SB-300000-D (Ed.04/14) 19."Suit"means a civil proceeding in which damages (c)A person or organization whose because of "bodily injury,""property damage,"business or assets you have "personal and advertising injury"to which this acquired;and insurance applies are alleged."Suit"includes:(2)Containers (other than vehicles), a.An arbitration proceeding in which such materials,parts or equipment furnished in damages are claimed and to which the connection with such goods or products. insured must submit or does submit with our b.Includes:consent;or (1)Warranties or representations made atb.Any other alternative dispute resolution any time with respect to the fitness,proceeding in which such damages are quality, durability,performance or use ofclaimedand to which the insured submits with "your product";andourconsent. (2)The providing of or failure to provide20."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-c.Does not include vending machines or other term workload conditions.property rented to or located for the use of others but not sold.21."Volunteer worker"means a person who is not your "employee,"and who donates his or her work 23."Your work": and acts at the direction of and within the scope of a.Means:duties determined by you,and is not paid a fee, salary or other compensation by you or anyone (1)Work or operations performed by you orelsefortheirworkperformedforyou.on your behalf;and 22."Your product":(2)Materials,parts or equipment furnished in connection with such work or operations.a.Means: b.Includes:(1)Any goods or products,other than real property,manufactured,sold,handled,(1)Warranties or representations made atdistributedordisposedofby:any time with respect to the fitness, quality, durability,performance or use of(a)You;"your work";and (b)Others trading under your name;or (2)The providing of or failure to provide warnings or instructions. SB-300000-D Page 16 of 16Includes copyrighted material of Insurance Services Office, Inc., with its permission (Ed.04/14) Why We Are Using the Latest ACORD 25 Certificate of Insurance In September 2009, ACORD revised the ACORD 25 Certificate of Insurance form. One of the major changes was the removal of the cancellation notice provision. For the following reasons, we are unable to issue an older edition of this form, modify the current form, or complete a proprietary form you provide: • Notice of cancellation is a policy right, not an unregulated service. No insurer shown on this certificate is able to provide the cancellation notice you desire by endorsement. For example, the insured can cancel immediately, so it would be impossible for the insurer to give you the notice you request. State law also grants the insurer the right to cancel for reasons such as nonpayment with less notice than you require. • For the reason just cited, if our agency was to issue a certificate that provides the cancellation notice you request, we would do so with the full knowledge that it would be impossible to actually give that amount of notice under certain circumstances. As such, the certificate could be alleged to constitute a misrepresentation or fraud which could subject our agency and staff to serious civil and criminal penalties. • If a certificate purports to provide a policy right different from that provided by the policy itself, then the certificate effectively purports to be a policy form. Policy forms must be filed and approved by our state department of insurance. Use of nonfiled policy forms is illegal and could result in legal sanctions distinct from the assertion that the certificate is fraudulent. • Under the ACORD Corporation’s licensing agreement, the prior editions of superseded forms can be used for one year from the time the new forms are introduced. Beginning in September 2010, this is another reason we cannot use an older edition of the ACORD 25. Doing so would violate ACORD's licensing agreement and, as a copyrighted document, federal copyright law. • Likewise, we are unable to modify the new certificate to add a notice of cancellation. ACORD forms are designed to be completed, not altered. ACORD's Forms Instruction Guide says that a certificate should not be used "To waive rights...To quote wording from a contract...To quote any wording which amends a policy unless the policy itself has been amended." Also, since our state requires ACORD forms to be filed, any alteration to a filed form would require its refiling. In addition, our insurance company contracts only allow us to issue unaltered ACORD forms. • We are often asked to issue proprietary certificates provided by the certificate requestor. Again, our insurance company contracts only allow us to issue unaltered ACORD forms. In addition, our state requires the filing of all certificates of insurance and has very specific regulatory guidelines on certificate language. Many proprietary certificates include broad, vague or ambiguous language that may or may not be incompliance with state laws, regulations, and insurance department directives. Therefore, we cannot issue any proprietary certificates that have not been reviewed by our state insurance department. You may be interested in how the City of Atlanta, Georgia is now reportedly dealing with this issue based on a very detailed study they conducted in 2008. http://tinyurl.com/26guax8 We appreciate your understanding of the legal restrictions on our ability to fully comply with your request. Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. WC 6 25344118 Endorsement No: 6; Page: 1 of 1 Policy Page: 83 of 130 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: WC 00 03 13 (04-1984) Endorsement Effective Date: Policy No: Policy Effective Date: 09/06/2022Endorsement Expiration Date: Copyright 1983 National Council on Compensation Insurance. Tree Plotter Maintenance Agreement Final Audit Report 2022-09-21 Created:2022-09-20 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA7ZgYNIivXmSudQ5hLWEJlYMI2wRPBFnQ "Tree Plotter Maintenance Agreement" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-09-20 - 8:28:37 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2022-09-20 - 8:30:42 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2022-09-20 - 8:31:12 PM GMT- IP address: 69.181.110.140 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2022-09-20 - 8:34:33 PM GMT - Time Source: server- IP address: 69.181.110.140 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-09-20 - 8:34:36 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-09-20 - 8:38:32 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to evansims@planitgeo.com for signature 2022-09-20 - 8:38:34 PM GMT Email viewed by evansims@planitgeo.com 2022-09-20 - 8:38:38 PM GMT- IP address: 66.249.84.239 Signer evansims@planitgeo.com entered name at signing as Evan Sims 2022-09-20 - 10:04:01 PM GMT- IP address: 76.172.65.76 Document e-signed by Evan Sims (evansims@planitgeo.com) Signature Date: 2022-09-20 - 10:04:03 PM GMT - Time Source: server- IP address: 76.172.65.76 Document emailed to christopherj@cupertino.org for signature 2022-09-20 - 10:04:05 PM GMT Email viewed by christopherj@cupertino.org 2022-09-20 - 10:12:32 PM GMT- IP address: 104.28.124.95 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-09-20 - 10:13:15 PM GMT- IP address: 174.194.144.30 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-09-20 - 10:13:17 PM GMT - Time Source: server- IP address: 174.194.144.30 Document emailed to teri Gerhhardt (terig@cupertino.org) for signature 2022-09-20 - 10:13:19 PM GMT Email viewed by teri Gerhhardt (terig@cupertino.org) 2022-09-20 - 11:53:06 PM GMT- IP address: 172.226.212.11 Document e-signed by teri Gerhhardt (terig@cupertino.org) Signature Date: 2022-09-21 - 2:36:04 PM GMT - Time Source: server- IP address: 73.231.141.55 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-09-21 - 2:36:07 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-09-21 - 5:13:45 PM GMT- IP address: 104.28.123.98 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-09-21 - 5:58:56 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2022-09-21 - 5:58:56 PM GMT