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22-179 Amendment #1 dated 7-14-23 Carahsoft via General Services (Accela)
CITY OF CUPERTINO CARAHSOFT A Municipal Corporation By _____________________ By _____________________ Name __________________ Name _________________ Title ____________________ Title ___________________ Date ____________________ Date ___________________ APPROVED AS TO FORM: _______________________ CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: _____________________ KIRSTEN SQUARCIA City Clerk Date _____________________ IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. Jennifer Reed Team Lead Jul 14, 2023 Christopher D. Jensen Pamela Wu City Manager Jul 14, 2023 Jul 14, 2023 Contract No. ________ Page 1 of 3 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 shall be at least as broad as ISO Form CG 20 01 (04/13). Contract No. ________ 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 by 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 may 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 Commencement Date of this Agreement, and annually thereafter for the 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 have, and provide evidence of, a Best Rating Service rate of A:VII or above. Page 2 of 3 Contract No. ________ Page 3 of 3 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 6/12/2023 Marsh &McLennan Agency LLC 5500 Cherokee Avenue,Suite 300 Alexandria VA 22312 800-274-0268 certificates@MarshMMA.com Lloyds Syndicate 2623/623 55555 CARAHTECHN The Cincinnati Insurance Company 10677CarahsoftTechnologyCorp. FedResults,Inc. 11493 Sunset Hills Road Suite 100 Reston VA 20190 1042250967 B X 1,000,000 X 500,000 10,000 1,000,000 2,000,000 X Y Y ENP0651059 4/19/2023 4/19/2024 2,000,000 B 1,000,000 X X X Y Y ENP0651059 4/19/2023 4/19/2024 B X X 5,000,000YENP06510594/19/2023Y 4/19/2024 5,000,000 A Cyber &Professional Liability Y Y W301BF210101 8/27/2022 8/27/2023 $5,000,000 Occ/Agg 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. City of Cupertino 10300 Torre Ave Cupertino CA 95014 THE CINCINNATI INSURANCE COMPANY A Stock Insurance Company COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS Attached to and forming part of POLICY NUMBER: Named Insured is the same as it appears in the Common Policy Declarations LIMITS OF INSURANCE EACH OCCURRENCE LIMIT $ GENERAL AGGREGATE LIMIT $ PRODUCTS-COMPLETED OPERATIONS AGGREGATE LIMIT $ PERSONAL & ADVERTISING INJURY LIMIT $ ANY ONE PERSON OR ORGANIZATION DAMAGE TO PREMISES RENTED TO YOU LIMIT ANY ONE $100,000 limit unless otherwise indicated herein:$PREMISES MEDICAL EXPENSE LIMIT $5,000 limit unless otherwise indicated herein:$ANY ONE PERSON ENP 065 10 59 1,000,000 2,000,000 2,000,000 1,000,000 SEE GA210VA SEE GA210VA CLASSIFICATION CODE NO. PREMIUM BASE RATE ADVANCE PREMIUM A - Area B - Payroll C - Gross Sales D - Units E - Other Products / Completed Operations All Other Products / Completed Operations All Other LOC. 1 - VA COMPUTER CONSULTING OR 41675 B 170,000,000 .222 PROGRAMMING INCL PROD AND/OR COMP OP BROADENED COVERAGE 20291 2.5% CG 2043 - AUTOMATIC AI WHEN REQUIRED IN CONTRACT The General Liability Coverage Part is subject to an annual minimum premium. TOTAL ANNUAL PREMIUM FORMS AND / OR ENDORSEMENTS APPLICABLE TO COMMERCIAL GENERAL LIABILITY COVERAGE PART: COMMERCIAL GENERAL LIABILITY COVERAGE FORMGA101 12/04 ADDITIONAL INSURED - AUTOMATIC STATUS WHEN REQUIRED IN A WRITTEN CONTRACT OR AGREEMENT. CG2043 12/19 COMMUNICABLE DISEASE EXCLUSIONCG2132 05/09 PROFESSIONAL LIABILITY EXCLUSION - COMPUTER SOFTWARECG2275 04/13 PROFESSIONAL LIABILITY EXCLUSION - COMPUTER DATA PROCESSINGCG2277 04/13 PROFESSIONAL LIABILITY EXCLUSION - ELECTRONIC DATA PROCESSING SERVICES AND COMPUTER CONSULTING OR PROGRAMMING SERVICES CG2288 04/13 PROFESSIONAL LIABILITY EXCLUSION - WEB SITE DESIGNERSCG2299 04/13 COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT - VIRGINIAGA210VA 09/17 EXCLUSION - ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION AND DATA-RELATED LIABILITY - WITH LIMITED BODILY INJURY EXCEPTION GA3024 05/14 GA 532 07 08 Page ofENP 065 10 59 1 2 FORMS AND / OR ENDORSEMENTS APPLICABLE TO COMMERCIAL GENERAL LIABILITY COVERAGE PART: VIRGINIA CHANGES - COMMERCIAL GENERAL LIABILITYGA4256VA 11/07 PERSONAL AND ADVERTISING INJURY DEFINITION LIMITATIONGA4509 11/18 GA 532 07 08 Page ofENP 065 10 59 2 2 Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 1 of 22 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this Coverage Part restrict this insurance. Read the entire Coverage Part carefully to determine rights, duties and what is and is not covered. Throughout this Coverage Part the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organi- zation qualifying as a Named Insured under this Coverage Part. The words "we", "us" and "our" refer to the Company providing this insurance. The word "insured" means any person or organi- zation qualifying as such under SECTION II - WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION V - DEFINITIONS. SECTION I - COVERAGES COVERAGE A. BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY 1.Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insur- ance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the in- sured against any "suit" seeking dam- ages for "bodily injury" or "property dam- age" to which this insurance does not apply. We may, at our discretion, investi- gate any "occurrence" and settle any claim or "suit" that may result. But: (1)The amount we will pay for damages is limited as described in SECTION III - LIMITS OF INSURANCE; and (2)Our right and duty to defend ends when we have used up the applica- ble limit of insurance in the payment of judgments or settlements under SECTION I - COVERAGES, COV- ERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY; SECTION I - COVERAGES, COV- ERAGE B. PERSONAL AND AD- VERTISING INJURY LIABILITY; or medical expenses under SECTION I - COVERAGES, COVERAGE C. MEDICAL PAYMENTS. No other obligation or liability to pay sums or perform acts or services is covered unless expressly provided for under SUPPLEMENTARY PAYMENTS - COV- ERAGES A AND B. b.This insurance applies to "bodily injury" and "property damage" only if: (1)The "bodily injury" or "property dam- age" is caused by an "occurrence" that takes place in the "coverage ter- ritory"; (2)The "bodily injury" or "property dam- age" occurs during the policy period; and (3)Prior to the "coverage term" in which "bodily injury" or "property damage" occurs, you did not know, per Para- graph 1.d.below, that the "bodily in- jury" or "property damage" had oc- curred or had begun to occur, in whole or in part. c."Bodily injury" or "property damage" which: (1)Occurs during the "coverage term"; and (2)Was not, prior to the "coverage term", known by you, per Paragraph 1.d. below, to have occurred; includes any continuation, change or re- sumption of that "bodily injury" or "prop- erty damage" after the end of the "cover- age term" in which it first became known by you. d.You will be deemed to know that "bodily injury" or "property damage" has oc- curred at the earliest time when any "authorized representative": (1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; (3)First observes, or reasonably should have first observed, the "bodily in- jury" or "property damage"; (4)Becomes aware, or reasonably should have become aware, by any means other than as described in (3) above, that "bodily injury" or "prop- erty damage" had occurred or had begun to occur; or (5)Becomes aware, or reasonably should have become aware, of a Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 2 of 22 condition from which "bodily injury" or "property damage" is substantially certain to occur. e.Damages because of "bodily injury" in- clude damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bod- ily injury". 2.Exclusions This insurance does not apply to: a.Expected or Intended Injury "Bodily injury" or "property damage" which may reasonably be expected to re- sult from the intentional or criminal acts of the insured or which is in fact expected or intended by the insured, even if the injury or damage is of a different degree or type than actually expected or intended. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b.Contractual Liability "Bodily injury" or "property damage" for which the insured 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: (1)That the insured would have in the absence of the contract or agree- ment; or (2)Assumed in a contract or agreement that is an "insured contract", pro- vided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agree- ment. When a claim for such "bodily injury" or "property damage" is made, we will defend that claim pro- vided the insured has assumed the obligation to defend such claim in the "insured contract". Such defense payments will not reduce the limits of insurance. c.Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxi- cation of any person; (2)The furnishing of alcoholic bever- ages to a person under the legal drinking age or under the influence of alcohol; or (3)Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distribut- ing, selling, serving or furnishing alcoholic beverages. d.Workers' Compensation and Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e.Employer's Liability "Bodily injury" to: (1)An "employee" of the insured sus- tained in the "workplace"; (2)An "employee" of the insured arising out of the performance of duties re- lated to the conduct of the insured's business; or (3)The spouse, child, parent, brother or sister of that "employee" as a conse- quence of Paragraphs (1)or (2) above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other ca- pacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "in- sured contract". f.Pollutant (1)"Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release, escape or emission of "pollutants": (a)At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, Paragraph (a)does not apply to: 1)"Bodily injury" to any person injured while on any prem- ises, site or location owned or occupied by, or rented or loaned to, you provided: Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 3 of 22 a)The injury is caused by the inadequate ventila- tion of vapors; b)The person injured is first exposed to such vapors during the pol- icy period; and c)Within 30 days of such first exposure, the per- son injured is clinically diagnosed or treated by a physician for the medical condition caused by the expo- sure to such vapors. However, Paragraph c) does not apply if the "bodily injury" is caused by vapors produced by or originating from equipment that is used to heat, cool or dehu- midify the building, or equipment that is used to heat water for per- sonal use, by the building's occupants or their guests. This exception 1)shall ap- ply only to Named Insureds; we shall have no duty to defend or pay damages for any person or organization that is not a Named In- sured. However, this para- graph does not apply if the "bodily injury" is caused by vapors produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests. For the purpose of the ex- ception granted in Para- graph 1)only, vapors means any gaseous or air- borne irritant or airborne contaminant, including smoke, fumes, vapor or soot, but excluding asbes- tos, which is discharged, dispersed, emitted, re- leased or escapes from materials, machinery or equipment used in the service or maintenance of the premises. Vapors does not mean any gaseous or airborne irritants or con- taminants used in a manu- facturing process or which is the product or by-product of any manufacturing proc- ess; 2)"Bodily injury" or "property damage" for which you may be held liable, if you are a contractor, and the owner or lessee of such premises, site or location has been added to this Coverage Part as an additional insured with respect to your ongo- ing operations or "your work" performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that ad- ditional insured; or 3)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, stor- age, disposal, processing or treatment of waste; (c)Which are or were at any time transported, handled, stored, treated, disposed of, or proc- essed as waste by or for: 1)Any insured; or 2)Any person or organization for whom you may be le- gally responsible; (d)At or from any premises, site or location on which any insured or any contractors or subcontrac- tors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, Para- graph (d) does not apply to: 1)"Bodily injury" or "property damage" arising out of the discharge, dispersal, seep- age, migration, release, es- Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 4 of 22 cape or emission of fuels, lubricants or other operating fluids, or exhaust gases, which are needed to per- form, or are the result of, the normal electrical, hy- draulic or mechanical func- tions necessary for the op- eration of "mobile equip- ment" or its parts, if such fuels, lubricants or other operating fluids, or exhaust gases, escape, seep or mi- grate, or are discharged, dispersed, released or emitted from a vehicle part designed to hold, store or receive them. This excep- tion does not apply if the fu- els, lubricants or other op- erating fluids, or exhaust gases, escape, seep or mi- grate, or are discharged, dispersed, released or emitted with the intent to cause "bodily injury" or "property damage" or with the knowledge that "bodily injury" or "property damage" is substantially certain to occur, or if such fuels, lubri- cants or other operating fluids, or exhaust gases, are brought on or to the premises, site or location with such intent to escape, seep or migrate, or be dis- charged, dispersed, re- leased or emitted as part of the operations being per- formed by such insured, contractor or subcontractor; 2)"Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a con- tractor or subcontractor; or 3)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e)At or from any premises, site or location on which any insured or any contractors or subcontrac- tors working directly or indirectly on any insured's behalf are performing operations if the op- erations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2)Any loss, cost or expense arising out of any: (a)Request, demand, order or statutory or regulatory require- ment that any insured or others test for, monitor, clean up, re- move, contain, treat, detoxify or neutralize, or in any way re- spond to, or assess the effects of, "pollutants"; or (b)Claim or suit by or on behalf of a governmental authority for dam- ages because of testing for, monitoring, cleaning up, remov- ing, containing, treating, detoxi- fying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, Paragraphs (2)(a) and (b) do not apply to liability for damages because of "property damage" that the insured would have in the ab- sence of such request, demand, or- der or statutory or regulatory re- quirement, or such claim or "suit" by or on behalf of a governmental authority. g.Aircraft, Auto or Watercraft "Bodily injury" or "property damage" aris- ing out of the ownership, maintenance, use or entrustment to others of any air- craft, "auto" or watercraft owned or oper- ated by or rented or loaned to any in- sured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hir- ing, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "prop- erty damage" involved the ownership, maintenance, use or entrustment to oth- ers of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft while ashore on prem- ises you own or rent; (2)A watercraft you do not own that is: (a)Less than 51 feet long; and Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 5 of 22 (b)Not being used to carry persons or property for a charge; (3)Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the in- sured; (4)Liability assumed under any "insured contract" for the ownership, mainte- nance or use of aircraft or watercraft; or (5)"Bodily injury" or "property damage" arising out of: (a)The operation of machinery or equipment that is on, attached to, or part of, a land vehicle that would qualify under the defini- tion of "mobile equipment" if it were not subject to a compul- sory or financial responsibility law or other motor vehicle insur- ance law in the state where it is licensed or principally garaged; or (b)The operation of any of the ma- chinery or equipment listed in Paragraph f.(2)or f.(3)of the definition of "mobile equipment". h.Mobile Equipment "Bodily injury" or "property damage" aris- ing out of: (1)The transportation of "mobile equip- ment" by an "auto" owned or oper- ated by or rented or loaned to any insured; or (2)The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged rac- ing, speed, demolition, or stunting activity. i.War "Bodily injury" or "property damage", however caused, arising, directly or indi- rectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force, in- cluding action in hindering or de- fending against an actual or ex- pected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j.Damage to Property "Property damage" to: (1)Property you own, rent or occupy, including any costs or expenses in- curred by you, or any other person, organization or entity, for repair, re- placement, enhancement, restora- tion 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 prem- ises; (3)Property loaned to you; (4)Personal property in the care, cus- tody or control of an insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are per- forming operations, if the "property damage" arises out of those opera- tions; or (6)That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3)and (4)of this exclu- sion do not apply to "property damage" (other than damage by fire or explosion) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days, for which the amount we will pay is limited to the Damage To Premises Rented To You Limit as described in SECTION III - LIM- ITS OF INSURANCE. 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 (3), (4), (5)and (6)of this ex- clusion 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 haz- ard". k.Damage to Your Product "Property damage" to "your product" arising out of it or any part of it. Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 6 of 22 l.Damage to Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations haz- ard". This exclusion does not apply if the dam- aged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m.Damage to Impaired Property or Prop- erty Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1)A defect, deficiency, inadequacy or dangerous condition in "your prod- uct" or "your work"; or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n.Recall of Products, Work or Impaired Property Any liability or damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, re- call, inspection, repair, replacement, ad- justment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product, work or property is with- drawn or recalled from the market or from use by any person or organization be- cause of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o.Personal and Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p.Asbestos "Bodily injury" or "property damage" aris- ing out of, attributable to, or any way re- lated to asbestos in any form or trans- mitted in any manner. q.Employment-Related Practices "Bodily injury" to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment; or (c)Other employment-related prac- tices, policies, acts or omissions including but not limited to coer- cion, criticism, demotion, evaluation, failure to promote, reassignment, discipline, defa- mation, harassment, humiliation or discrimination directed at that person; or (2)The spouse, child, parent, brother or sister of that person as a conse- quence of "bodily injury" to that per- son at whom any of the employment- related practices described in Para- graphs (a), (b)or (c)above is di- rected. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other ca- pacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. r.Additional Insured Prior Knowledge An additional insured added by attach- ment of an endorsement to this Coverage Part that is seeking coverage for a claim or "suit", if that additional insured knew, per the following paragraph, that "bodily injury" or "property damage" had oc- curred or had begun to occur, in whole or in part, prior to the "coverage term" in which such "bodily injury" or "property damage" occurs or begins to occur. An additional insured added by attach- ment of an endorsement to this Coverage Part will be deemed to have known that "bodily injury" or "property damage" has occurred or has begun to occur at the earliest time when that additional insured, or any one of its owners, members, part- ners, managers, executive officers, "em- ployees" assigned to manage that addi- tional insured's insurance program, or "employees" assigned to give or receive notice of an "occurrence", "personal and advertising injury" offense, claim or "suit": Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 7 of 22 (1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; (3)First observes, or reasonably should have first observed, the "bodily in- jury" or "property damage"; (4)Becomes aware, or reasonably should have become aware, by any means other than as described in (3) above, that "bodily injury" or "prop- erty damage" had occurred or had begun to occur; or (5)Becomes aware, or reasonably should have become aware, of a condition from which "bodily injury" or "property damage" is substantially certain to occur. s.Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, in- ability to access, or inability to manipulate "electronic data". t.Distribution of Material in Violation of Statutes "Bodily injury" or "property damage" aris- ing directly or indirectly out of any action or omission that violates or is alleged to violate: a.The Telephone Consumer Protection Act (TCPA), including any amend- ment of or addition to such law; or b.The CAN-SPAM Act of 2003, includ- ing any amendment of or addition to such law; or c.Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or informa- tion. Exclusions c.through q.do not apply to "property damage" by fire or explosion to premises while rented to you or temporarily occupied by you with permission of the owner, for which the amount we will pay is limited to the Damage to Premises Rented To You Limit as described in SECTION III - LIMITS OF IN- SURANCE. COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY 1.Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and ad- vertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may re- sult. But: (1)The amount we will pay for damages is limited as described in SECTION III - LIMITS OF INSURANCE; and (2)Our right and duty to defend ends when we have used up the applica- ble limit of insurance in the payment of judgments or settlements under SECTION I - COVERAGES, COV- ERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY; SECTION I - COVERAGES, COV- ERAGE B. PERSONAL AND AD- VERTISING INJURY LIABILITY;or medical expenses under SECTION I - COVERAGES, COVERAGE C. MEDICAL PAYMENTS. No other obligation or liability to pay sums or perform acts or services is covered unless expressly provided for under SUPPLEMENTARY PAYMENTS - COV- ERAGES A AND B. b.This insurance applies to "personal and advertising injury" only if: (1)The "personal and advertising injury" is caused by an offense arising out of your business; and (2)The "personal and advertising injury" offense was committed in the "cov- erage territory" during the policy pe- riod; and (3)Prior to the "coverage term" in which the "personal and advertising injury" offense is committed, you did not know, per Paragraph 1.d.below, that the offense had been committed or had begun to be committed, in whole or in part. c."Personal and advertising injury" caused by an offense which: (1)Was committed during the "coverage term"; and Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 8 of 22 (2)Was not, prior to the "coverage term", known by you, per Paragraph 1.d. below, to have been committed; includes any continuation, change or re- sumption of that offense after the end of the "coverage term" in which it first be- came known by you. d.You will be deemed to know that a "per- sonal and advertising injury" offense has been committed at the earliest time when any "authorized representative": (1)Reports all, or any part, of the "per- sonal and advertising injury" to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "personal and advertising injury"; (3)First observes, or reasonably should have first observed, the offense that caused the "personal and advertis- ing injury"; (4)Becomes aware, or reasonably should have become aware, by any means, other than as described in (3)above, that the offense had been committed or had begun to be com- mitted; or (5)Becomes aware, or reasonably should have become aware, of a condition from which "personal and advertising injury" is substantially certain to occur. 2.Exclusions This insurance does not apply to: a.Knowing Violation of Rights of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury". b.Material Published With Knowledge of Falsity "Personal and advertising injury" arising out of oral or written publication of mate- rial, if done by or at the direction of the in- sured with knowledge of its falsity. c.Material Published Prior to Coverage Term "Personal and advertising injury" arising out of oral or written publication of mate- rial whose first publication took place be- fore the later of the following: (1)The inception of this Coverage Part; or (2)The "coverage term" in which insur- ance coverage is sought. d.Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e.Contractual Liability "Personal and advertising injury" for which the insured 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: (1)That the insured would have in the absence of the contract or agree- ment; or (2)Assumed in a contract or agreement that is an "insured contract", pro- vided the "personal and advertising injury" is caused by or arises out of an offense committed subsequent to the execution of the contract or agreement. When a claim for such "personal and advertising injury" is made, we will defend that claim, pro- vided the insured has assumed the obligation to defend such claim in the "insured contract". Such defense payments will not reduce the limits of insurance. f.Breach of Contract "Personal and advertising injury" arising out of a breach of contract, except an im- plied contract to use another's advertising idea in your "advertisement". g.Quality or Performance of Goods - Failure to Conform to Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "ad- vertisement". h.Wrong Description of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". i.Infringement of Copyright, Patent, Trademark or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, pat- Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 9 of 22 ent, trademark, trade secret or other in- tellectual property rights. However, this exclusion does not apply to infringement, in your "advertisement", of copyright, trade dress or slogan. j.Insureds in Media and Internet Type Businesses "Personal and advertising injury" com- mitted by an insured whose business is: (1)Advertising, broadcasting, publishing or telecasting; (2)Designing or determining content of web-sites for others; or (3)An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 17. a.,b.and c. of "personal and advertising injury" under SECTION V - DEFINITIONS. For the purposes of this exclusion, the placing of frames, borders or links, or ad- vertising, for you or others anywhere on the Internet is not, by itself, considered the business of advertising, broadcasting, publishing or telecasting. k.Electronic Chatrooms or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board any insured hosts, owns, or over which any insured exercises control. l.Unauthorized Use of Another's Name or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's poten- tial customers. m.Employment Related Practices "Personal and advertising injury" to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment; or (c)Other employment-related prac- tices, policies, acts or omissions including but not limited to coer- cion, criticism, demotion, evaluation, failure to promote, reassignment, discipline, defa- mation, harassment, humiliation or discrimination directed at that person; or (2)The spouse, child, parent, brother or sister of that person as a conse- quence of "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs (a), (b) or (c) above is directed. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other ca- pacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. n.Pollutant "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release, escape or emission of "pollut- ants" at any time. o.Pollutant-Related Any loss, cost or expense arising out of any: (1)Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2)Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or as- sessing the effects of, "pollutants". p.Asbestos "Personal and advertising injury" arising out of, attributable to, or any way related to asbestos in any form or transmitted in any manner. q.Additional Insured Prior Knowledge An additional insured added by attach- ment of an endorsement to this Coverage Part that is seeking coverage for a claim or "suit", if that additional insured knew, per the following paragraph, that a "per- sonal and advertising injury" offense had been committed or had begun to be committed, in whole or in part, prior to the "coverage term" in which such offense Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 10 of 22 was committed or began to be commit- ted. An additional insured added by attach- ment of an endorsement to this Coverage Part will be deemed to have known that a "personal and advertising injury" offense has been committed or has begun to be committed at the earliest time when that additional insured, or any one of its own- ers, members, partners, managers, ex- ecutive officers, "employees" assigned to manage that additional insured's insur- ance program, or "employees" assigned to give or receive notice of an "occur- rence", "personal and advertising injury" offense, claim or "suit": (1)Reports all, or any part, of the "per- sonal and advertising injury" to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "personal and advertising injury"; (3)First observes, or reasonably should have first observed, the offense that caused the "personal and advertis- ing injury"; (4)Becomes aware, or reasonably should have become aware, by any means other than as described in (3) above, that the "personal and adver- tising injury" offense had been com- mitted or had begun to be commit- ted; or (5)Becomes aware, or reasonably should have become aware, of a condition from which "personal and advertising injury" is substantially certain to occur. r.War "Personal and advertising injury", how- ever caused, arising, directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force, in- cluding action in hindering or de- fending against an actual or ex- pected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. s.Distribution of Material in Violation of Statutes "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: a.The Telephone Consumer Protection Act (TCPA), including any amend- ment of or addition to such law; or b.The CAN-SPAM Act of 2003, includ- ing any amendment of or addition to such law; or c.Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or informa- tion. COVERAGE C. MEDICAL PAYMENTS 1.Insuring Agreement a.We will pay medical expenses as de- scribed below for "bodily injury" caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3)Because of your operations; provided that: (1)The accident takes place in the "coverage territory" and during the policy period; (2)The expenses are incurred and re- ported to us within three years of the date of the accident; and (3)The injured person submits to ex- amination, at our expense, by physi- cians of our choice as often as we reasonably require. b.We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical, surgical, x-ray and dental services, including pros- thetic devices; and (3)Necessary ambulance, hospital, professional nursing and funeral services. 2.Exclusions We will not pay expenses for "bodily injury": Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 11 of 22 a.Any Insured To any insured, except "volunteer work- ers". b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c.Injury on Normally Occupied Premises To a person injured on that part of prem- ises you own or rent that the person nor- mally occupies. d.Workers' Compensation and Similar Laws To a person, whether or not an "em- ployee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e.Athletic Activities To any person injured while officiating, coaching, practicing for, instructing or participating in any physical exercises or games, sports, or athletic contests or ex- hibitions of an athletic or sports nature. f.Products-Completed Operations Haz- ard Included within the "products-completed operations hazard". g.Coverage A Exclusions Excluded under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LI- ABILITY. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B We will pay, with respect to any claim we investi- gate or settle, or any "suit" against an insured we defend: 1.All expenses we incur. 2.Up to $250 for cost of bail bonds required be- cause of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 3.The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. 4.All reasonable expenses incurred by the in- sured at our request to assist us in the inves- tigation or defense of the claim or "suit", in- cluding actual loss of earnings up to $250 a day because of time off from work. 5.All costs taxed against the insured in the "suit". 6.Prejudgment interest awarded against the insured on that part of the judgment we be- come obligated to pay and which falls within the applicable limit of insurance. If we make an offer to pay the applicable limit of insur- ance, we will not pay any prejudgment interest based on that period of time after the offer. 7.All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or de- posited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insur- ance. SECTION II - WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company, you are an in- sured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are in- sureds, but only with respect to their du- ties as your managers. d.An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive offi- cers" and directors are insureds, but only with respect to their duties as your offi- cers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2.Each of the following is also an insured: a.Your "volunteer workers" only while per- forming duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 12 of 22 you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1)"Bodily injury" or "personal and ad- vertising injury": (a)To you, to your partners or members (if you are a partner- ship or joint venture), to your members (if you are a limited li- ability company), to a co- "employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co- "employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d)Arising out of his or her provid- ing or failing to provide profes- sional health care services. (2)"Property damage" to property: (a)Owned, occupied or used by; or (b)Rented to, in the care, custody or control of, or over which physical control is being exer- cised for any purpose by, you, any of your "employees", "vol- unteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b.Any person (other than your "employee" or "volunteer worker"), or any organiza- tion while acting as your real estate man- ager. c.Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that prop- erty; and (2)Until your legal representative has been appointed. d.Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. 3.Any organization you newly acquire or form, other than a partnership, joint venture or lim- ited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organiza- tion. However: a.Insurance under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b.COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY does not apply to "bodily injury" or "property damage" that occurred before you ac- quired or formed the organization; and c.COVERAGE B. PERSONAL AND AD- VERTISING INJURY LIABILITY does not apply to "personal and advertising injury" arising out of an offense committed be- fore you acquired or formed the organi- zation. No person or organization is an insured with re- spect to the conduct of any current or past part- nership, joint venture or limited liability company that is not shown as a Named Insured in the Dec- larations. SECTION III - LIMITS OF INSURANCE 1.The Limits of Insurance shown in the Declara- tions and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2.a.The General Aggregate Limit is the most we will pay for the sum of: (1)Medical expenses under COVER- AGE C. MEDICAL PAYMENTS; (2)Damages under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY,except dam- ages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and (3)Damages under COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY. This General Aggregate Limit will not ap- ply if either the Location General Aggre- Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 13 of 22 gate Limit of Insurance, Paragraph 2.b., or the Construction Project General Ag- gregate Limit of Insurance, Paragraph 2.c. applies. b.A separate Location General Aggregate Limit of Insurance, equal to the amount of the General Aggregate Limit shown in the Declarations, shall apply to each location owned by, or rented or leased to you and is the most we will pay for the sum of: (1)Damages under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, except dam- ages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and (2)Medical expenses under COVER- AGE C. MEDICAL PAYMENTS, which can be attributed to operations at only a single location owned by, or rented or leased to you. c.A separate Construction Project General Aggregate Limit of Insurance, equal to the amount of the General Aggregate Limit shown in the Declarations, shall ap- ply to each construction project and is the most we will pay for the sum of: (1)Damages under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, except dam- ages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and (2)Medical expenses under COVER- AGE C. MEDICAL PAYMENTS; which can be attributed only to ongoing operations and only at a single construc- tion project. d.Only for the purpose of determining which General Aggregate Limit of Insurance, 2.a., 2.b., or 2.c., applies: (1)Location means premises involving the same or connecting lots, or premises, whose connection is inter- rupted only by a street, roadway, waterway or right-of-way of a rail- road. (2)Construction project means a loca- tion you do not own, rent or lease where ongoing improvements, al- terations, installation, demolition or maintenance work is performed by you or on your behalf. All connected ongoing improvements, alterations, installation, demolition or mainte- nance work performed by you or on your behalf at the same location for the same persons or organizations, no matter how often or under how many different contracts, will be deemed to be a single construction project. 3.The Products-Completed Operations Aggre- gate Limit is the most we will pay under COV- ERAGE A. BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY for damages be- cause of "bodily injury" and "property dam- age" included in the "products-completed op- erations hazard". 4.Subject to 2.a.above, the Personal and Ad- vertising Injury Limit is the most we will pay under COVERAGE B. PERSONAL AND AD- VERTISING INJURY LIABILITY for the sum of all damages because of all "personal and ad- vertising injury" sustained by any one person or organization. 5.Subject to 2. or 3.above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a.Damages under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LI- ABILITY; and b.Medical expenses under COVERAGE C. MEDICAL PAYMENTS; because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6.Subject to 5.above, the Damage to Premises Rented to You Limit is the most we will pay under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY for dam- ages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire or explosion, while rented to you or temporarily occupied by you with permission of the owner. 7.Subject to 5.above, the Medical Expense Limit is the most we will pay under COVER- AGE C. MEDICAL PAYMENTS for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part ap- ply separately to each "coverage term". SECTION IV - COMMERCIAL GENERAL LI- ABILITY CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2.Duties in the Event of Occurrence, Offense, Claim or Suit a.You must see to it that we are notified as soon as practicable of an "occurrence" or Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 14 of 22 a "personal and advertising injury" of- fense which may result in a claim. To the extent possible, notice should include: (1)How, when and where the "occur- rence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occur- rence" or offense. b.If a claim is made or "suit" is brought against any insured, you must: (1)Immediately record the specifics of the claim or "suit" and the date re- ceived; and (2)Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c.You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investiga- tion or settlement of the claim or de- fense against the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of in- jury or damage to which this insur- ance may also apply. d.No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any ex- pense, other than for first aid, without our consent. 3.Legal Action Against Us No person or organization has a right under this Coverage Part: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to re- cover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insur- ance. An agreed settlement means a settle- ment and release of liability signed by us, the insured and the claimant or the claimant's le- gal representative. 4.Liberalization If, within 60 days prior to the beginning of this Coverage Part or during the policy period, we make any changes to any forms or endorse- ments of this Coverage Part for which there is currently no separate premium charge, and that change provides more coverage than this Coverage Part, the change will automatically apply to this Coverage Part as of the latter of: a.The date we implemented the change in your state; or b.The date this Coverage Part became ef- fective; and will be considered as included until the end of the current policy period. We will make no additional premium charge for this additional coverage during the interim. 5.Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY or COV- ERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY of this Coverage Part, our obligations are limited as follows: a.Primary Insurance This insurance is primary except when b. below applies. If this insurance is pri- mary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. b.Excess Insurance This insurance is excess over: (1)Any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Cover- age, Builder's Risk, Installation Risk or similar insurance for "your work"; (b)That is Fire or Explosion insur- ance for premises rented to you or temporarily occupied by you with permission of the owner; (c)That is insurance purchased by you to cover your liability as a tenant for "property damage" to Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 15 of 22 premises rented to you or tem- porarily occupied by you with permission of the owner; or (d)If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the ex- tent not subject to SECTION I - COVERAGES, COVERAGE A. BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY, 2. Exclusions, g. Aircraft, Auto or Watercraft. (2)Any other primary insurance avail- able to the insured covering liability for damages arising out of the premises or operations, or the prod- ucts and completed operations, for which the insured has been added as an additional insured by attach- ment of an endorsement. (3)Any other insurance: (a)Whether primary, excess, con- tingent or on any other basis, except when such insurance is written specifically to be excess over this insurance; and (b)That is a consolidated (wrap-up) insurance program which has been provided by the prime contractor/project manager or owner of the consolidated proj- ect in which you are involved. When this insurance is excess, we will have no duty under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY or COVERAGE B. PERSONAL AND ADVERTISING IN- JURY LIABILITY to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that ex- ceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not de- scribed in this Excess Insurance provi- sion and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Cover- age Part. c.Method of Sharing If all of the other insurance permits con- tribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of in- surance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 6.Premium Audit a.We will compute all premiums for this Coverage Part in accordance with our rules and rates. b.Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and ret- rospective premiums is the date shown as the due date on the bill. If: (1)The earned premium is less than the deposit premium, we will return the excess to the first Named Insured; or (2)The earned premium is greater than the deposit premium, the difference will be due and payable to us by the first Named Insured upon notice from us. c.The first Named Insured must keep rec- ords of the information we need for pre- mium computation, and send us copies at such times as we may request. 7.Representations By accepting this Coverage Part, you agree: a.The statements in the Declarations are accurate and complete; b.Those statements are based upon repre- sentations you made to us; and c.We have issued this Coverage Part in re- liance upon your representations. 8.Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named In- sured, this insurance applies: Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 16 of 22 a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom claim is made or "suit" is brought. 9.Transfer of Rights of Recovery Against Others to Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 10.Two or More Coverage Forms or Policies Issued by Us If this Coverage Part and any other Coverage Form, Coverage Part or policy issued to you by us or any company affiliated with us apply to the same "occurrence" or "personal and advertising injury" offense, the aggregate maximum limit of insurance under all the Cov- erage Forms, Coverage Parts or policies shall not exceed the highest applicable limit of in- surance under any one Coverage Form, Cov- erage Part or policy. This condition does not apply to any Coverage Form, Coverage Part or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Part. 11.When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named In- sured shown in the Declarations written notice of the nonrenewal not less than 30 days be- fore the expiration date. If notice is mailed, proof of mailing will be suf- ficient proof of notice. SECTION V - DEFINITIONS 1."Advertisement" means a notice that is broad- cast, telecast or published to the general pub- lic or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. "Adver- tisement" includes a publicity article. For pur- poses of this definition: a.Notices that are published include mate- rial placed on the Internet or on similar electronic means of communication; and b.Regarding web-sites, only that part of a web-site that is about your goods, prod- ucts or services for the purposes of at- tracting customers or supporters is con- sidered an "advertisement". 2."Authorized representative" means: a.If you are designated in the Declarations as: (1)An individual, you and your spouse are "authorized representatives". (2)A partnership or joint venture, your members, your partners, and their spouses are "authorized representa- tives". (3)A limited liability company, your members and your managers are "authorized representatives". (4)An organization other than a part- nership, joint venture or limited liabil- ity company, your "executive offi- cers" and directors are "authorized representatives". Provided you are not a publicly traded organization, your stockholders are also "author- ized representatives". (5)A trust, your trustees are "authorized representatives". b.Your "employees": (1)Assigned to manage your insurance program; or (2)Responsible for giving or receiving notice of an "occurrence", "personal and advertising injury" offense, claim or "suit"; are also "authorized representatives". 3."Auto" means: a.A land motor vehicle, trailer or semitrailer designed for travel on public roads, in- cluding any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 4."Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 5."Coverage term" means the following individ- ual increment, or if a multi-year policy period, increments, of time, which comprise the policy period of this Coverage Part: a.The year commencing on the Effective Date of this Coverage Part at 12:01 AM standard time at your mailing address shown in the Declarations, and if a multi- year policy period, each consecutive an- nual period thereafter, or portion thereof if any period is for a period of less than 12 months, constitute individual "coverage terms". The last "coverage term" ends at Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 17 of 22 12:00 AM standard time at your mailing address shown in the Declarations on the earlier of: (1)The day the policy period shown in the Declarations ends; or (2)The day the policy to which this Cov- erage Part is attached is terminated or cancelled. b.However, if after the issuance of this Coverage Part, any "coverage term" is extended for an additional period of less than 12 months, that additional period of time will be deemed to be part of the last preceding "coverage term". 6."Coverage territory" means: a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a. above; (2)The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3)"Personal and advertising injury" of- fenses that take place through the Internet or similar electronic means of communication, provided the insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in a. above or in a settlement to which we agree. 7."Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically con- trolled equipment. 8."Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". 9."Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10."Hostile fire" means one which becomes un- controllable or breaks out from where it was intended to be. 11."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a.It incorporates "your product" or "your work" that is known or thought to be de- fective, deficient, inadequate or danger- ous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair, replacement, adjustment or removal of "your product" or "your work"; or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a.A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for "property damage" by fire or explosion to premises while rented to you or temporarily occu- pied by you with permission of the owner is not an "insured contract"; b.A sidetrack agreement; c.Any easement or license agreement, ex- cept in connection with construction or demolition operations on or within 50 feet of a railroad; d.An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; f.That part of any other contract or agree- ment pertaining to your business (includ- ing an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage" or "personal and advertising injury" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement: (1)That indemnifies a railroad for "bodily injury", "property damage" or "per- sonal and advertising injury" arising out of construction or demolition op- erations, within 50 feet of any rail- Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 18 of 22 road property and affecting any rail- road bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; (2)That indemnifies an architect, engi- neer or surveyor for injury or damage arising out of: (a)Preparing,approving, or failing to prepare or approve, maps, shop drawings, opinions, re- ports, surveys, field orders, change orders or drawings and specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (3)Under which the insured, if an archi- tect, engineer or surveyor, assumes liability for an injury or damage aris- ing out of the insured's rendering or failure to render professional serv- ices, including those listed in Para- graph (2)above and supervisory, in- spection, architectural or engineering activities; (4)That indemnifies an advertising, pub- lic relations or media consulting firm for "personal and advertising injury" arising out of the planning, execution or failure to execute marketing com- munications programs. Marketing communications programs include but are not limited to comprehensive marketing campaigns; consumer, trade and corporate advertising for all media; media planning, buying, monitoring and analysis; direct mail; promotion; sales materials; design; presentations; point-of-sale materi- als; market research; public relations and new product development; (5)Under which the insured, if an adver- tising, public relations or media con- sulting firm, assumes liability for "personal and advertising injury" arising out of the insured's rendering or failure to render professional services, including those services listed in Paragraph (4), above; (6)That indemnifies a web-site designer or content provider, or Internet search, access, content or service provider for injury or damage arising out of the planning, execution or fail- ure to execute Internet services. Internet services include but are not limited to design, production, distri- bution, maintenance and administra- tion of web-sites and web-banners; hosting web-sites; registering do- main names; registering with search engines; marketing analysis; and providing access to the Internet or other similar networks; or (7)Under which the insured, if a web- site designer or content provider, or Internet search, access, content or service provider, assumes liability for injury or damage arising out of the insured's rendering or failure to ren- der Internet services, including those listed in Paragraph (6), above. 13."Leased worker" means a person leased to you by a labor leasing firm under an agree- ment between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" includes su- pervisors furnished to you by the labor leasing firm. "Leased worker" does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b.While it is in or on an aircraft, watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a me- chanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment" means any of the follow- ing types of land vehicles, including any at- tached machinery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use princi- pally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1)Power cranes, shovels, loaders, dig- gers or drills; or (2)Road construction or resurfacing equipment such as graders, scrap- ers or rollers; e.Vehicles not described in a., b., c.or d. above that are not self-propelled and are maintained primarily to provide mobility to Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 19 of 22 permanently attached equipment of the following types: (1)Air compressors, pumps and gen- erators, including spraying, welding, building cleaning, geophysical explo- ration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a., b., c.or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1)Equipment designed primarily for: (a)Snow removal; (b)Road maintenance, but not con- struction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors, pumps and gen- erators, including spraying, welding, building cleaning, geophysical explo- ration, lighting and well servicing equipment. However, "mobile equipment" does not in- clude any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or fi- nancial responsibility law or other motor vehi- cle insurance law are considered "autos". 16."Occurrence" means an accident, including continuous or repeated exposure to substan- tially the same general harmful conditions. 17."Personal and advertising injury"means in- jury, including consequential "bodily injury", arising out of one or more of the following of- fenses: a.False arrest, detention or imprisonment; b.Malicious prosecution; c.The wrongful eviction from, wrongful entry into, or invasion of the right of private oc- cupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d.Oral or written publication, in any manner, of material that slanders or libels a per- son or organization or disparages a per- son's or organization's goods, products or services; e.Oral or written publication, in any manner, of material that violates a person's right of privacy; f.The use of another's advertising idea in your "advertisement"; or g.Infringing upon another's copyright, trade dress or slogan in your "advertisement". 18."Pollutant" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, petroleum, petroleum products and petroleum by-products, and waste. Waste includes materials to be recycled, re- conditioned or reclaimed. "Pollutants" include but are not limited to substances which are generally recognized in industry or govern- ment to be harmful or toxic to persons, prop- erty or the environment regardless of whether the injury or damage is caused directly or indi- rectly by the "pollutants" and whether: a.The insured is regularly or otherwise en- gaged in activities which taint or degrade the environment; or b.The insured uses, generates or produces the "pollutant". 19."Products-completed operations hazard": a.Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been com- pleted or abandoned. However, "your work" will be deemed com- pleted at the earliest of the following times: (a)When all of the work called for in your contract has been com- pleted; or (b)When all of the work to be done at the job site has been com- pleted if your contract calls for work at more than one job site; or (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 20 of 22 Work that may need service, main- tenance, correction, repair or re- placement, but which is otherwise complete, will be treated as com- pleted. b.Does not include "bodily injury" or "prop- erty damage" arising out of: (1)The transportation of property, un- less the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "load- ing or unloading" of that vehicle by any insured; (2)The existence of tools, uninstalled equipment or abandoned or unused materials; or (3)Products or operations for which the classification, listed in the Declara- tions or in a schedule, states that products-completed operations are included. 20."Property damage" means: a.Physical injury to tangible property, in- cluding all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physi- cal injury that caused it; or b.Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 21."Suit" means a civil proceeding in which money damages because of "bodily injury", "property damage" or "personal and advertis- ing injury" to which this insurance applies are alleged. "Suit" includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent; or c.An appeal of a civil proceeding. 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compen- sation by you or anyone else for their work performed for you. 24."Workplace" means that place and during such hours to which the "employee" sustain- ing "bodily injury" was assigned by you, or any other person or entity acting on your be- half, to work on the date of "occurrence". 25."Your product": a.Means: (1)Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles), materials, parts or equipment fur- nished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fit- ness, quality, durability, performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 26."Your work": a.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment fur- nished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fit- ness, quality, durability, performance or use of "your work"; and (2)The providing of or failure to provide warnings or instructions. Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 21 of 22 NUCLEAR ENERGY LIABILITY EXCLUSION (Broad Form) 1.The insurance does not apply: A.Under any Liability Coverage, to "bodily injury" or "property damage": (1)With respect to which an insured un- der this Coverage Part is also an in- sured under a nuclear energy liability policy issued by Nuclear Energy Li- ability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada, or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (2)Resulting from the "hazardous prop- erties" of "nuclear material" and with respect to which (a)any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the insured is, or had this Coverage Part not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, un- der any agreement entered into by the United States of America, or any agency thereof, with any person or organization. B.Under any Medical Payments coverage, to expenses incurred with respect to "bodily injury" resulting from the "hazard- ous properties" of "nuclear material" and arising out of the operation of a "nuclear facility" by any person or organization. C.Under any Liability Coverage, to "bodily injury" or "property damage" resulting from the "hazardous properties" of "nu- clear material", if: (1)The "nuclear material" (a)is at any "nuclear facility" owned by, or oper- ated by or on behalf of, an insured, or (b)has been discharged or dis- persed therefrom; (2)The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, proc- essed, stored, transported or dis- posed of, by or on behalf of an in- sured; or (3)The "bodily injury" or "property dam- age" arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such fa- cility is located within the United States of America, its territories or possessions or Canada, this Exclu- sion (3)applies only to "property damage" to such "nuclear facility" and any property thereat. 2.As used in this exclusion: "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material", "special nuclear material" or "by-product ma- terial". "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear re- actor". "Waste" means any waste material (a)con- taining "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (b)resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility". "Nuclear facility" means: A.Any "nuclear reactor"; B.Any equipment or device designed or used for (1)separating the isotopes of uranium or plutonium, (2)processing or utilizing "spent fuel", or (3)handling, processing or packaging "waste"; C.Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is lo- cated consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc., with its permission.Page 22 of 22 D.Any structure, basin, excavation, prem- ises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus de- signed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of ra- dioactive contamination of property. WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 June 12, 2023 City of Cupertino 10300 TORRE AVE CUPERTINO CA 95014 Account Information: Policy Holder Details :CARAHSOFT TECHNOLOGY CORP Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 06/12/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AUTOMATIC DATA PROCESSING INS AGCY 76250717 71 HANOVER ROAD FLORHAM PARK NJ 07932 CONTACT NAME: PHONE (A/C, No, Ext): (800) 524-7024 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Hartford Fire and Its P&C Affiliates 00914 INSURED CARAHSOFT TECHNOLOGY CORP 11493 SUNSET HILLS RD STE 100 RESTON VA 20190-5230 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A 76 WEG ZJ6798 04/19/2023 04/19/2024 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 TORRE AVE CUPERTINO CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:04/13/23 Policy Expiration Date:04/19/24 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:76 WEG ZJ6798 Endorsement Number: Effective Date:04/19/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:CARAHSOFT TECHNOLOGY CORP 11493 SUNSET HILLS RD STE 100 RESTON VA 20190 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 %of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Agreement Final Audit Report 2023-07-14 Created:2023-07-13 By:Marilyn Pavlov (marilynp@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAALxFSC3NaW9v5JPss-MfGApQ-btJNr1gu "Agreement" History Document created by Marilyn Pavlov (marilynp@cupertino.org) 2023-07-13 - 10:22:32 PM GMT- IP address: 64.165.34.3 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2023-07-13 - 10:50:50 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-07-13 - 10:50:51 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-07-13 - 11:50:52 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Jennifer Reed (jennifer.reed@carahsoft.com) for signature 2023-07-13 - 11:50:54 PM GMT Email viewed by Jennifer Reed (jennifer.reed@carahsoft.com) 2023-07-14 - 1:25:31 PM GMT- IP address: 165.225.62.132 Document e-signed by Jennifer Reed (jennifer.reed@carahsoft.com) Signature Date: 2023-07-14 - 1:27:26 PM GMT - Time Source: server- IP address: 165.225.62.132 Document emailed to christopherj@cupertino.org for signature 2023-07-14 - 1:27:28 PM GMT Email viewed by christopherj@cupertino.org 2023-07-14 - 1:30:04 PM GMT- IP address: 104.28.123.97 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-07-14 - 1:30:26 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-07-14 - 1:30:28 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2023-07-14 - 1:30:30 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2023-07-14 - 3:35:54 PM GMT- IP address: 104.47.73.254 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2023-07-14 - 3:36:17 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-07-14 - 3:36:19 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-07-14 - 4:37:39 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-07-14 - 4:37:50 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2023-07-14 - 4:37:50 PM GMT