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18-227 LSA Associates, Inc., for Preparation of CEQA document for Public Storage at 20565 Valley Green Dr
CITY OP 1m1 DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) , , · WITH LSA ASSOCIATES INC CUPERTINO PUBLIC STORAGE DEVELOPMENT. 1. PARTIES This Agreement is made and entered into as of """N"'"'o..;;,,v.;;,..e1=n...c..be.c....r ...... l;..:;.9-,.,..;;;;;,,20 ............ 18;..,_.. __________ _ ('~Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and LSA Associates, Inc ("Consultant"), a Corporation for preparation of CEQA document for Public Storage at 20565 Valley Green Dr (11Project"). 2. SERVICES 2.1 Basic Sel'vices. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal ("Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to "Services" in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2019 -' unless terminated earlier as provided herein ("Contract TimeH). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Paiiies adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"), and must complete each task within the time specified in Exhibit B. Project Public Storage Design Professional Agreement (single) !Rev. May. 2018 Page I of l 0 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed$ 31 750 ("Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in ---~place eventfeonsultant's-actual:_costs-exceetFthe-eappee~afueunt~N 0extfa~WOI'k:_or~payment::i:s ______ ~ permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant$ 31 750 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant' s costs, materials, supplies, equipment, travel, taxes, overhead and prnfit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $ 0 . Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If· paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. Project a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in 30 minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. Public Storage Design P1·ofessional Agreement (single) !Rev. May. 2018 Page 2 of 10 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City~ approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Setvices and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker's compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Setvices may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants 011 behalf of itself and any subConsultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License. 5.4 SubConsultants. Unless pl'ior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers' compensation, commercial liability, auto, and professional liability in · reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5. 7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use Project Public Storage Design Professional Agreement (single) !Rev. May. 2018 Page 3 of 10 --------------------------------~iL it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium, prepared by Consultant under this Agreement C'Work Product"), will be the exclusive property of the City and shall not be shown to a third~party without prior written approval by City 7~2~~Copyriglrt~1otne--e-xtent-permitted:_by-'Fitle-l-7_:_of'-lJ.8.:-G0de,all-G0pyi'ights-t<Lthe_:__WorlL~~~~~~,I Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is . I not "works for hire'', Consultant and SubConsultants hereby assign to City all copyrights to the Work i Product when and as created. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7 .3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of the following,. but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Consultant will provide City full access to Consultant's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or Project PubUc Storage Design Professional Agreement {single) !Rev. May. 2018 Page 4 of 10 audit of Consultant's records discloses non~compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records ofreimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation. of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY/ SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one year thereaner, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Agreement, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants (collectively, "lndemnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, claims, actions, causes of action, demands or charges whatsoever against any lndemnitee, including any injury to or death of any person or damage to property or other liability of any nature ( collectively, "Liability"), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, officials, employees, agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees, and all other costs and fees of litigation. In addition to its indemnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such Liability. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent l'ight or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant's Project Public Storage Design Professional Agreement (single) /Rev. May. 2018 Page 5 of 10 negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of Citt s choice, expert fees and all other costs and fees of litigation. c. Claims for Other Liability. For all other liabilities not included in provisions "b" and "c" above, Consultant shall indemnify, defend, and hold harmless the Indemnitees against any and all liability, claims, actions, causes of action or demands whatsoever, including any injury to or death of any person or damage to property, or other liability of any nature arising out of, pertaining to, or relating to the performance of this Agreement by Design Professional, its employees, officers, officials, agents or subconsultants, including liability based on breach of contract, obligations, or warranties, or any unauthorized use or disclosure of City's confidential and proprietary information. lT~2~consultantwilltrssist-eity,at11o~a,klitlbnal~e0st,in~th~Ele:fen:se-of~an;,_:cJaim,_dispute=orJaws11~it~--~-~~~ arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price, to Workers' Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shaH be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any of lndemnitees' defense related costs will be limited to its proportionate share of fault, as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. ' 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute i'esolution. Without waiving any rights, City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, mle or regulation. Project Public Storage Design Professional Agreement (.rlngle) !Rev, May. 2018 Page 6 of 10 i 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a ''public works" component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City's Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Cod~ Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, AcquiredMirnmune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all antiMdiscrimination laws, including Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Erick Serrano , who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City's reasonable approval, Consultant's Project Manager for all purposes under this Agreement will be Theresa Wallace , who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. Pl'oject Public Storage Deslgn Professional Agreement (.\'ingle) /Rev. May. 2018 Page 7 of 10 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed thrnugh the date of abandom11ent and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered thrnugh the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17. QOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must co·mply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be suppo1ted by law and substantial evidence and include detailed written findings of law and fact. 18, ATTORNEYFEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This Section survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition, or a subsequent breach, whether of the same or a different character. Prq/ect Public Storage Design Professional Agreement (single) /Rev. May. 2018 Page 8 of 10 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between this main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY /PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Erick Serrano Email: ericks@cupertino .org Project Public Storage To Consultant: LSA Associates Inc 157 Park Place Pt Richmond CA 9480 I Attention: Theresa Walllace AICP Email: --------------- Desig n Profes sional Ag reeme nt (sin g le) /Rev. May. 20/8 Page 9 of 10 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3 .23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and waiTants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreementmay be executed in eounterparts, each <me of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CONSULTANWT (1/ 7~ By ~ . NameR ob,JV]c (an VJ Title ~ f O ._, Date // /t / Zo lo' I Tax I.D. No .:94-2341614 ------- Cupertino Acting City Attorney GRACE SCHMIDT // . / a ( ( v- City Clerk I Cl Pr qjec l Public Storage CITY OF CUPERTINO A Municipal Corporation /7 By M~r&J- Name Aarti Shriv astava Title Assistant City Manager Date / jf +j;t' Des ig n Profe ssional Ag ree me nt (s in g le) !Re v. May. 2018 Page 10 of 10 L A September 20, 2018 Erick Serrano Associate Planner City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Subject: Proposal to Prepare CEQA Documentation for the Cupertino Public Storage Project Dear Mr. Serrano: CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO This letter describes the scope of work that LSA Associates, Inc. (LSA) will undertake to prepare an environmental assessment per the California Environmental Quality Act (CEQA) for the Cupertino Public Storage Project (proposed project). Based on our review of the information and updated studies provided to us and our discussion on May 10, 2018, LSA believes that the proposed project is exempt from further environmental analysis under CEQA Section 15332 (Class 32 Exemption for Infill Development Projects). The rationale for this exemption is described in more detail in this proposal. To support the exemption, we propose to prepare a memorandum, supported by technical studies, that describes the project and compliance of the project with the conditions listed in Section 15332. This scope of services supersedes the scope previously provided on September 17, 2018. LSA has assembled a project team that provides the full range of required expertise to successfully complete the necessary work. The project team will consist of the following key LSA staff members: Theresa Wallace, AICP, Principal, w~o will serve as Principal-in-Charge and Matthew Wiswell, who will serve as Project Manager. LSA technical specialists will include Amy Fischer, Principal, JT Stephens, Associate/Noise Specialist and Cara Carlucci, Planner, who will coordinate and prepare the air quality, greenhouse gas emissions, and noise analyses, and Ken Wilhelm, Principal and Daniel Chuong, Transportation Planner, who will prepare a trip generation and traffic analysis memorandum. PROJECT UNDERSTANDING LSA's understanding of the Cupertino Public Storage Project (proposed project) is based on the project plans dated April 6, 2018, and our discussion with City staff on May 10, 2018. The proposed project involves the demolition of the existing 53,779-square-foot single-story storage facility and construction of a 260,840-sq uare-foot storage facility at 20565 Valley Green Drive in the City of Cupertino (Assessor's Parcel Number [APN] 326-10-044). The proposed project would include two climate-controlled buildings with approximately 1,855 storage units and a resident manager unit. Access to the project site is provided through a driveway at the northeast corner of the site that connects to a shared driveway that ends at Valley Green Drive. The project site is bounded to the north by Interstate 280 (1-280), to the east and west by riulti-family residential units, and to the south by commercial uses. · 157 Park Place, Pt. Richmond, California 94801 510.236.6810 www.lsa.net LSA Is a business name of LSA Associates, Inc. EXHIBIT A LSA WORK PROGRAM APPROACH Based on our review of the project plans and CEQA streamlining provisions, as well as our discussions with the City, we believe the project would be exempt from environmental review pursuant to Section 15332 of the CEQA Guidelines (Class 32 Infill Project). Class 32 consists of projects characterized as in-fill development meeting the following conditions: a. The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations; b. The proposed development occurs within city limits on a project site of no more than 5 acres substantially surrounded by urban uses; c. The project site has no value as habitat for endangered, rare or threatened species; d. Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and e. The site can be adequately served by all required ,utilities and public services. In addition to investigating the applicability of the Class 32 exemption, LSA will assess whether any of the exceptions to qualifying for an exemption are present. While we are currently unaware of any unusual circumstances that may potentially lead to a significant effect, LSA will review the project and site for potential issues·not addressed in the scope of services identified below. ASSUMPTIONS This scope of work is based on the following assumptions: • The City will be responsible for distributing the final memorandum. • The City will be responsible for filing all notices associated with the project. SCOPE OF WORK LSA proposes to prepare a memorandum that briefly describes the project and compliance of the project with the conditions listed in Section 15332. Any exceptions to these conditions identified as part of this evaluation will also be discussed. To prepare the memorandum, LSA will conduct a review of the existing documentation provided by the applicant in support of the proposed project. Preparation of the memorandum and the review of existing materials will include the following tasks: Task A. Project Initiation Project initiation tasks will include a combination site visit and on-site meeting with City staff and collection and review of revised project plans and applicable background materials. LSA will also prepare a project description. The project description will be reviewed by the City and the applicant team and comments will be submitted back to LSA prior to beginning the technical analysis. 9/20/18 2 LSA Task B, Prepare Memorandum LSA will prepare a technical memorandum to substantiate that the project qualifies for a categorical exemption from CEQA under Section 15332. The memorandum will include evidence prepared by LSA including transportation, air quality, noise, and greenhouse gas emissions technical studies. LSA will organize the information from the technical studies and prepare an Administrative Draft Memorandum, and, based on receipt of one set of consolidated and non-contradictory comments, will prepare a Screencheck Draft Memorandum and a Public Review Draft Memorandum. This scope assumes all memorandum drafts would be provided electronically. For each technical issue identified in Section 15332 and addressed in Task B, LSA will include a brief description of the existing environmental and regulatory settings and, where appropriate, identify project features and how they relate to each issue. In addition to addressing Section 15332 topics, LSA will also describe the project's relationship to any exceptions or potential unusual circumstances listed in CEQA Section 15300.2. LSA will collect the information developed for the project, as well as applicable planning and regulatory documents, and will undertake the following tasks for the topics of noise, air quality and greenhouse gas emissions and traffic: Air Quality and Greenhouse Gas Impact Analyses The proposed project at 20565 Valley Green Drive in Cupertino is located in the San Francisco Bay Air Basin. Air quality in this area is administered by the Bay Area Air Quality Management District (BAAQMD). Following the BAAQMD's CEQA Air Quality Guidelines, LSA will prepare a Draft Air Quality Impact Assessment (AQIA) to identify existing air quality conditions and potential air quality and greenhouse gas (GHG) impacts resulting from the proposed project by undertaking the following subtasks. Describe the Existing Regulatory Framework. The existing regulatory framework for air quality, including existing air quality laws and regulations and the roles of the local agencies (including the California Air Resources Board [ARB], the BAAQMD, and the City), will be described. Obtain and Describe Air Quality Monitoring Data. Project setting meteorological and air quality data developed through the ARB and climatological and air quality profile data gathered by the BAAQMD will be utilized for the description of existing ambient air quality. Most recent published air quality data from air quality monitoring stations in the vicinity of the project site for the past three years will be included to help highlight existing air quality. LSA will also use the BAAQMD's mapping tool to locate permitted source location and emission profiles for facilities within 1,000 feet of the project site. Other sources, such as regulatory documents, professional publications, and LSA's past experience in the project area, will supplement background information. Assess Project Construction Emissions. Construction activities associated with the proposed Project would generate increased particulate emissions associated with demolition, grading, soil hauling, and other construction activities on the project site. Construction equipment exhaust would also be a source of air pollution. LSA will calculate the regional construction emissions using the latest version of the California Emissions Estimator Model (CalEEMod). 9/20/18 3 LSA Conduct a Construction Health Risk Assessment. LSA will conduct a Health Risk Assessment {HRA) using the methodology in the BAAQMD's Recommended Methods for Screening and Modeling Local Risks and Hazards (2012; revised 2014) for permitted stationary sources, roadway sources, and project construction activities to determine pollutant concentrations and health risk levels for adjacent off-site residents. The HRA will identify the cumulative risk from permitted Toxic Air Contaminant (TAC) sources within 1,000 feet of the project site boundaries using the BAAQMD's Google Earth tool. Sources identified with a nonzero cancer risk will be reported and mapped. In addition, construction equipment will be evaluated based on construction fleet and duration of use information provided to LSA. The BAAQMD and California Air Pollution Control Officers Association {CAPCOA) have prepared detailed instructions for the air modeling required in HRAs. LSA will follow these documents in completing this task. AERMOD is the preferred regulatory model because it uses a refined meteorology and topography input. LSA will work with the BAAQMD on identifying appropriate meteorology for the Cupertino vicinity for use with AERMOD as necessary. Based on the anticipated construction activity and the proximity of the adjacent residential receptors, in order to avoid identification of mitigation measures to reduce potentially significant impacts, it may be necessary for the project construction plans to incorporate construction equipment that meets a minimum ARB Tier 2 with Level 3 particulate filter emission standards. LSA will discuss construction equipment assumptions with the project team prior to initiating the analysis. The project applicant will need to provide LSA with any information related to project stationary sources of emissions, such as an emergency generator. LSA will prepare an HRA that will summarize cancer risk, noncancer risk {chronic and acute), and concentrations of particulate matter less than 2.5 microns in diameter (PM2.5). For health risks, significance thresholds are expressed as an excess cancer risk, a noncancer chronic and acute hazard index, or a PM2.5 concentration. LSA will compare the results of the HRA with the BAAQMD's recommended threshold. Assess Project Operation-Period Impacts. The project would generate new vehicular trips within the region. Emissions associated with long-term operations from vehicle trips will be calculated with CalEEMod. In addition, emissions associated with stationary sources, such as on site energy consumption, will be estimated. Assess Greenhouse Gas Emissions. LSA will provide a quantitative assessment of GHG emissions associated with relevant sources related to the project, including construction activities, new vehicle trips, natural gas and electricity use, water usage, and generation of solid waste using CalEEMod. The project applicant will need to provide LSA a list of "green features," such as energy-efficient lighting, low-flow water fixtures, or increased energy-efficient design, for incorporation into the GHG analysis. Determine the Project's Consistency with Adopted Plans. LSA will review adopted plans related to clean air and the reduction of GHG emissions in California, the Bay Area, and Cupertino, to determine the project's consistency with these plans. 9/20/18 4 LSA Mitigation Measures. For a project to be categorically exempt from CEQA, project impacts must be less than significant. Therefore, if the project requires mitigation, a Categorical Exemption (CE) is not applicable. As such, the project is anticipated to have a less than significant effect on the environment, and no mitigation would be required. If LSA Identifies a potentially significant impact related to air quality, LSA will stop work and immediately notify the City. LSA will recommend standard dust suppression best management practices recommended by the BAAQMD for incorporation into the project construction plans. LSA will collect the results of the tasks identified above and will prepare a technical memo as an appendix to the CE Memorandum. Noise Impact Analysis The Noise Impact Analysis will evaluate the proposed project for its potential noise impacts. LSA will prepare a technical Noise Impact Analysis consistent with applicable procedures and requirement~. The following tasks will be undertaken to provide a noise impact analysis technical memo: Review Traffic Analysis Information. After a review of the Trip Generation Memorandum, described below, the technical noise and vibration analysis will be prepared consistent with all applicable procedures and requirements of the City of Cupertino. Where necessary, the analysis will provide detailed information regarding impacts and project design features to comply with local standards and requirements. LSA will gather three long-term, 24-hour noise measurements at the perimeter of the proposed project site. The results of the noise level measurements will be used to establish the existing noise environment and assist in the prediction of future noise Impacts. Construction Noise Analysis. LSA will evaluate potential short-term construction-related noise and vibration impacts using the Roadway Construction Noise Model (RCNM) and Federal Transit Administration (FTA) vibration guidance to evaluate potential Impacts from the project site to the neighboring uses as well as the nearest sensitive receptors. The City's standards for sensitive land uses (e.g., residential uses) will be used to assess the noise Impacts, and the FTA criteria will be used to assess potential vibration impacts. Analysis of Stationary Noise Sources. LSA will evaluate potential operational noise impacts from stationary sources, including heating, ventilation, and air conditioning (HVAC) equipment; truck deliveries; and parking lot activities. Impacts associated with these operations will be compared to the City's Municipal Code based on the surrounding land uses. Analysis of Mobile Noise Sources. LSA will evaluate potential traffic noise impacts using the Federal Highway Administration (FHWA) Roadway Noise Model based on the trip generation information at multiple distances from the centerline of the road. The results of this analysis will be utilized in conjunction with the noise measurements to determine future transportation noise impacts as compared to the City's noise standard for off-site sensitive uses. Mitigation Measures. For a project to be categorically exempt from CEQA, project Impacts must be less than significant. More simply stated, if the project requires mitigation of any kind, a CE is not applicable. As such, the project is anticipated to have a less than significant effect on the 9/20/18 5 LS environment, and no mitigation would be required. If LSA identifies a potentially significant impact related to noise, LSA will stop work and immediately notify the City. Report Preparation. LSA will summarize the above findings in a Noise Impact Analysis technical memorandum that will also include the settings and regulatory requirements, and will be attached to the CE Memorandum as an appendix. Trip Generation Memorandum According to the City's General Plan Circulation Element, which is based on the Congestion Management Agency's (i.e., Santa Clara Valley Transportation Authority [VTA]) guidelines, a full Transportation Impact Analysis (TIA) is required if the project is expected to generate 100 or more a.m. or p.m. weekday peak-hour trips using the City's approved trip generation rates. The VTA threshold is consistent with the national Institute of Transportation Engineers (ITE) "Transportation · Impact Analyses for Site Development" (2010), which suggests a TIA be conducted when a proposed development will generate 100 or more added new trips during the adjacent roadway's peak hour or the development's peak hour. ITE states this trip threshold is appropriate for the following reasons: 1. An additional 100 vehicles per hour can change the level of service or appreciably increase the volume-to-capacity ratio of an intersection approach; and 2. Left-or right-turn lanes may be needed to satisfactorily accommodate project traffic without adversely affecting through (non-project) traffic. Based on the Project Description, LSA believes the project will not add an additional 100 trips during a weekday a.m. or p.m. peak hour and would not meet the criteria described above. LSA will prepare a memorandum presenting the trip generation for the project and documenting that preparation of a TIA is not necessary for attachment to the CE Memorandum. In the event it is determined that the project would generate 100 or more a.m. or p.m. weekday peak-hour trips using the City's approved trip generation rates, LSA will cease work and contact the City. Task C. Project Management and Meetings Theresa Wallace and Matthew Wiswell will undertake a variety of general project management tasks throughout the CE memorandum preparation period, and will provide oversight of scope, budget, contract management, scheduling of the project, and quality assurance for all work undertaken. Theresa will also be available for consultation on CEQA procedural matters as well as application of the CEQA Guidelines to this project. LSA has also included budget for up to two conference calls with City staff regarding the memorandum and two public meetings. 9/20/18 6 Exhibit B & C LSA SCHEDULE The schedule for this scope of work is shown in Table 1, with an assumed start date of September 27, 2018. Based on this schedule, an Administrative Draft Memorandum would be available in approximately 7 weeks, respective of holidays. The Public Review Draft Memorandum would be available within approximately 2 Yz months of the start date. While this schedule is aggressive and realistic, LSA welcomes the opportunity to strategize with City staff on ways to shorten the schedule. BUDGET For completion of the scope of work discussed above, LSA proposes a total budget of $31,750 as shown in Table 2. LSA suggests including a 5 percent contingency of $1,600. The contingency amount would not be used without written authorization from the City. With the contingency amount the total contract would be $33,350. Our standard contract provisions and billing rates are attached. As always, we look forward to discussing this scope and making revisions as necessary to meet your needs. Please contact Theresa or Matthew at 510-236-6810 or by e-mail at Theresa.Wallace@lsa.net or Matthew.Wiswell@lsa.net if you have any questions. Sincerely, LSA ASSOCIATES, INC. I~-~ Theresa Wallace, AICP Principal-in-Charge Project Manager Attachments: Schedule of Standard Contract Provisions and Billing Rates 9/20/18 7 EXHIBIT B Table 1: Cupertino Public Storage Project Schedule Milestone Responsible Party Duration Datesa Authorization to Proceed (Assumed Date) City --Sep 27, 2018 - Provide Project Description Inputs/Requested Information Needs Applicant --Sep 27, 2018 Prepare Project Description LSA 1 week Oct 3, 2018 Review Project Description City 1 week Oct 10, 2018 Prepare Administrative Draft Memorandum and Technical Studies LSA 6 weeks Nov 21, 2018 Review Administrative Draft Memorandum and Technical Studies City 2 weeks Dec 5, 2018 Prepare Screencheck Draft Memorandum and Technical Studies LSA 1 week Nov 28, 2018 Review Screencheck Draft Memorandum and Technical Studies City 1 week Dec 5, 2018 Prepare Public Review Draft Memorandum and Technical Studies LSA 1 week Dec 12, 2018 Distribute Public Rev iew Draft Memorandum and Technical Studies City ---- City Council & Planning Commission Meetings City/LSA --Dec/Jan 2018 a Some dates may need to be revised to accommodate holidays and/or City VTO days. U:\PROPOSAL\-2018\ I. Berke ley-prior to 6-15-18\ 18032-Public Storage C up ertino\9-20-18 Draft Schedul e.x is (9/20/2018) EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED I. Commercial General Liability (COL) 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 Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. D Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-lnsurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 1 Additional Insured Status 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 CGL policy. 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, iflater editions are used). Primary Coverage Coverage afforded to City/ Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/ Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the COL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than 'ninety (90) days prior written notice. Exh. D-lnsurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 2 ACORD®-CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) Ir.. ......... >· 10/25/2018 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 pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Dealey, Renton & Associates ;.,t)gNN"'n.~xtl• 510-465-3090 I FAX 600 Anton Blvd., Suite 100 iA/C Nol: 714-427-6818 E-MAIL Costa Mesa CA 92626 ADDRESS: INSURER($) AFFORDING COVERAGE NAIC# INSURER A: Hartford Fire Ins. Co. 19682 INSURED LSAASSOCl1 INSURER B: Berkley Insurance Company 32603 LSA Associates, Inc. INSURERC: 20 Executive Park, Suite 200, Irvine CA 92614 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 1515561003 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR I'"'" IWVD, POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI LIMITS A GENERAL LIABILITY 57UUNIF1488 9/30/2018 9/30/2019 EACH OCCURRENCE $1,000,000 - X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES /Ea occurrence\ $300,000 -D CLAIMS-MADE 0 OCCUR MED EXP (Any one person) $10,000 -PERSONAL & ADV INJURY $1,000,000 -GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS· COMP/OP AGG $2,000,000 1 POLICY rxi ftRi= n LOG $ A AUTOMOBILE LIABILITY 57UUNIF1488 9/30/2018 9/30/2019 PE~~~~~~~tf1NGLE LIMIT $1000000 X ANY AUTO BODILY INJURY (Per person) $ --ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ - X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accident\ - $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ A WORKERS COMPENSATION 57WEGG5794 9/30/2018 9/30/2019 X I T"XgJT frr,~f\ I IOJ~- AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE [BJ N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE· EA EMPLOYEE $1,000,000 If yes, describe under ' DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT $1,000,000 B Professional AEC902316002 9/30/2018 9/30/2019 $2,000,000 per Claim and Pollution $4,000,000 Anni Aggr. Liability DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) General Liability Policy excludes claims arising out of the performance of professional services. Re: COC1803, Public Storage Valley Green Dr .. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are Additional Insured as required by written contract. Primary and Non-Contributory as required by written contract. Waiver of Subrogation as required by written contract. CERTIFICATE HOLDER City of Cupertino* Attn: Erick Serrano 10300 Torre Avenue Cupertino CA 95014 CANCELLATION 30 Da Notice of Cancellation/10 Da SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Policy #57UUNIF1488 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE FiEAD IT CAREFULLY. ADDITIONAL. INSURED .,, OVVNERS, LESSEES OR CONTRACTORS .. COMPLETED OPERATIONS Th1s endorsement modifies insurance provided under the following: I COMMERCIAL GENERAL LIABILITY COVERAGE PART ------------~_[ 1 1 -----~PR-08t;l6-T-S-/OOMP!£-T'E0-9PERA+IQNS-bfASlbJPf_:_c0-vsRAGE-~8X SCHEOUt.e Name Of Additional Insured Person(s) Or Organlzation(s) Location And Description Of Completed Operations Any person or organization with whom you All proj ect:s or locations covered under have agreed in a written contract:, this policy. agreement, or permit, - - --Information required to complete th.is Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodlly injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "prodlJCts-completed operations hazard". However: 'l, The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Et With respect to the insmance afforded to these additional insureds. the following is added to Section HI -Umits Of Insurance: If coverage. provided to the additional insured is required by a contract or agreement. the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 04 '13 © Insurance Services Office. Inc .. 2012 Page ·t of 1 I I I Policy #57UUNIF1488 COMMEHCIAL GENERAL LIABILITY CG 20 100,113 TMIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFUU.Y. ADDlrlONAL INSURED b• OV\fNERS, LESSEES OR CONTRACTORS .. SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Ormmlzation(!} -Location(s) Of Covered O...eerations Any per.son or org-anizati<:111 wi.t:h whom you have 11.11 projects or locations covered under thir agreed in a wri trr.en contract, agr0eow:nt. . or poJ :lc.y. permit. r nformatlon required to complete this Schedule, if not shown above, will be shown in the Declarations. JJ .. Section II -Who Is An insured is amended to include as an addltionat insured the person(s) or organlzation(s) shown in the Schedule, but only with respect to liability for ''bodily injury", "property damage" or "personal and advertfsing injury" caused, ln Whole or in part, by: 1. Your acts or om lssfons; or 2. The acts or omissions of those acting on your behalf; in the performance of your bngoing operations for t11e additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that wt1ich you are required by the contract or agreement to provide for such .. additional insured. a. With respect to the insurance afforded to these additional Insureds, the following additlonal exclL1sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including rnaterial.s, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) al the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put ta its intended use by any person .or organizatton other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20100413 © Insurance Services Office, Inc., 2012 Page ·1 of 2 --------------------------------~-------!L Policy #57UUNIF1488 COMMERCIAL. GENERAL LIP,BILITY CC)VERAGE FORM Varrous provisions In this policy restrict coverage. (1) The "bodily injury" or "property damage" is Read the entire policy carefully to determine rights, caused by an "occurrence" that takes dulies and what is and is not covered. place in the "coverage territory"; Throughout this policy the words "you" and "your" (2} The "bodily injlJry" or "property damage" reJer to the Named Insured shown in the occurs during the policy period; and ----oeclarattorrs~and-any-otl1er-person-or-orgtiniiaH0i't1-----(3,-13rtor10-the----p-olt-cy-pedod,no-[nsured-li&tecl--- qualifiling as a Named Insured under this policy. The under Paragraph 1. of Section II • Who Is Wo rds "we". "us" and "our" refer to the stock An Insured and no "employee" authorized Insurance company member of The Hartford .by you to give or receive notice of an providing lhls insurance. "occurrence'' or claim, knew that the The word "insured" means any person or "bodlly injury" or "property damage" had organization qualifying as such under Section II ~ occurred, In whole or in part. If such a Who fs An Insured. listed Insured or authorized "employee" Other words and phrases ttlat appear in quotation knew, prior to the policy period, that the 1'bodily inJ\lry" or "property damage" marks have special meaning. Refer to Section V -Definitions. occurred, then any continuation,. change SECTION 1 ~ COVERAGES or reswnpUon of such "bodily injury" or "property damage'' during or after the COVERAGE A BODILY INJURY ANO PROPERTY policy period Will be deemed to have been DAMAGE UABILIJY known prior to the policy period. 1. Insuring Agreement c. tll3odily injury" or ''property damage" will be a. We will pay those sums that the insured deemed to have been known to have becornes legally obligated to pay as damages occurred at the earliest lime when any because of "bodily injury" or "property Insured listed under Paragraph 1. of Section If damage" to which this insurance applies. We • Who Is An Insured or any "employee" will have the right and -duty to defend the authorized by you to give or receive notice of · k' an "occ,Jrrence" orcla'1m: insured against any "suit'' see mg those , damages. However, we will have no duly to {1) Reports all, or any part, of the "bodily defend the Insured against any "suit" seeking injury" or "property damage" to us or any damages for "bodily Injury" or ''property other insurer; damage" to which this insurance does not (2) Receives a written or verbal demand or apply. We may, at our cliscrelion, investigate claim for damages because of the "bodily any "occurrence" and seltle any claim or "suit" injury" or "property damage"; or that may result. But: {3) Becomes aware by any other means that (1) Ttie amount we will pay for damages is "b d'I , " 11 t d " 1 limited as described in Section Ill ~ Umlts O I Y inJLJry or proper Y · amage ias occurred or has begun to occur. Of Insurance; and d, Damages because of "bodily injury" 1nclude (?.) Our right and duty to defend ends when damages claimed by any person or we have used up tt1e applicable limit of organization for care, loss of services or insurance In the payment of jurJgments or deattl resulting at any time from the "bodily settlements under Coverages A or 13 or injury". medical expenses under Coverage C. a. Incidental Medical Malpractice And Good No ot11er obligation or nability to pay sums or Samaritan Coverage perform acts or services is covered unless explicitly provided for under Supplementary "Bodily injury'' arising out of t11e rendering of Payments -coverages A and a. or failure to render the following health care servlces by any "employee" or "volunteer b. This insurance applies to "bodily injury" and worker" shall be deerned to be caused by an "property damage" only if "occurrence" for: HG 00 01 09 16 © 2016 The Hariford Page 1 of 21 (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Policy #57UUNIF1488 (1) Professional health care services such as; (a) Medical, surgical, dental, laboratory, X· ray or nursing services or treatment, advice or lnstmction, or tt1e related furnishing of food or beverages; {D) Any t1ealtl1 or t11erapeutic service. treatment, advice or Instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances: or {2} Arst aid services, whlch include: (a} Cardiopulmonary resuscitation, whether perfonned manually or with a defibrillator; or {b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described In this provision. 2. JJ.:,tclusions This insurance does not apply to: a. Expected Or lotended Injury 11 Sodily injury" or "property damage 11 expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Lia.billty "Bodily injL1ry'' or "property damage" for wh.ich the insured is obligated to pay damages by reason of me assumption of liability in a contract or agreement. This exclusion does not apply to llabillty for damages: ('I) That the insured would have In the absence of the contract or agreement; or (2} Assumed in a contract or agreement that is an "lnsL1red contract", provided the "bodily Injury" or "property damage" occurs subsequent to the execution of the contract or agreement Solely for the purposes of I/ability assumed in an ''insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: Page 2 of 21 (a) Uabillty to such party for, or for lhe cost of, that party's defense has also been assumed in the same ''Insured contract"; and (b) Such attorney rees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding In which damages to which this insurance applles are alleged c. Liquor Liability "13.odily injury" or ''property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or {3) .Any statute, ordlnance or regulation relating to the sale, gift, distribution or use of alcot1olic beverages. This exclusion applies even if the claims against any insured allege negligence or otner wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that Insured; or (b} Providing or failing lo provide transportation with respect lo any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily inJury" or "property damage", Involved that which Is described 111 Paragrapt1 {i ), (2) or (3) above. However, this excluslon appfles only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion. permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee Is charged or a license is required for such activity, ls not 1,y itself considered tile business of selling, serving or fumlshin(J alcohoHc beverages. d. Workers' Compensation A,nd Similar L.aws Any obligation of the lnsured under a workers 1 compensation, dlsability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily Injury" to: (1) An uemploy.ee" of the insured arising oui of and rn the course of; HG 00 01 0916 Policy #57UUNIF1488 (a) Employment by the insured, or {b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brot11er or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applles: (1) Whether the insured may be liable as an employer or in any olher capacity; and (2) To any obligation to share damages with or repay someone else who must pay ________ __.,,d,_.,._a._._m'-"'lages because of the injury. This exclusion does not apply to liability assumed by the Insured under an "insured contract". f. Pollution (1) "Bodily injury'' or "property damage" arising out of the actuaL alleged or U1reatened discl1a1ve, dlspersal, .seepage, migration, release or escape of "pollutants". {a) At or frorn any premises, site or location which is or was at any time owned or occupied b.y, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i} "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced l:,y or originating from equipment that is used to heat. cool or .dehumidify the building, or equipment that is used to 11eat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or ''property damage" for which you may be held liable, if you are a contractor and lhe owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations perfoimed 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 additional insured; or (iii) "Bodily injury" or "property darriage" arising out of heat, smoke or fumes from a "hostile fire"; !bl 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, storage, disposal, processing or treatment of waste; HG0001091G (c) Which are or were at any time transported, 11andled, stored, treated. disposed of, or processed as waste by or for: (i} Any insured; or (ii} Any person or organfzalion for whom you may be legally responsible; (d) At or from any premises, site or location an which any insured or any conlrnctors or subcontractors working directly or indirectly on any insured's heh"af h'lre-performiri€HipiraliciAS-if:::the. ___ _ "pollutants" are brought an or to the premises, site or location in connection with such operations by such Insured, contractor or subcontractor. However, lhis subparagraph does not apply to. (i} "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or' other operating fluids which are needed to perform tlm normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluic!s are brought on of' to lhe premises, site ot location with the intent that they be discharged, dispersecl or released .as part of the operations being performed by such insured. contractor or subcontractor; (ii} "Bodily injury" or "property damage" sustained within a building and caused by the release of gases. fumes or vapors f'rom materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arfsing OLlt of heat. smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on whict1 any insured or any contractors or subcontractors working directly or indirectly on any insured's bellalf are performing operations if tt1e Page 3 of 21 Policy #57UUNIF1488 operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess tile effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) 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 Lo, or assess the effects of, "pollutants''i or (b} Claim or suit by or on behalf of a governmental authotity for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Howevec this paragraph does not apply to liability for damages because of "property damage" that the IMured WOl~ld have In the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircrnft1 Auto Or Watercraft "Bodily injury" or 11 property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rentecl or loaned to any insured. 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, hiring, employment training or monitoring of others by t11at insured, if tll.e "occurrence'' which caused !he "bodily injury" or 11 property damage" involved the ownership, maintenance, use or entrwstment to others 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: (i) A watercraft while ashore on premises you own or rent:, (2} A watercraft you do not own that is: (a) Less than -51 feet long; and (b) Not being used to carry persons for a charge; (3} Parking an "au!o" on, or on the ways next to. premises yoll own or renl. provided the "auto" is not owned by or rented or loaned to you or tile insured, Page 4 of 2·t H) Liability assumed under aoy "insured contract" for the ownership, maintenance or use of aircraft or watercraft, (G) "Bodily injury" or "property clarnage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a lancl vehicle that would qualify under the definition of "mobile equipment" If It were not subject to a compulsory · or financial responsibility law or ot11er motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or {G) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. Mowever, this m,ception does not apply if the insured has any other insurance for such "bodily Injury" or "property damage'', whether the other Insurance Is primary, excess, contingent or on any other basis. f1. Mobile E.quipment "Bodily injury" or "properly damage" arising out of: f1), The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobrle equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunling activity. i, War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; {2} Warlike action by a military force, including action In hindering or defending against an actual or expected 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 aut11ority in hindering or defending against any of tt1ese. j. Damage 'i'o Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, liG 00 01091G ------------------------------------~lh Policy #57UUNIF1488 enhancement. restoration or maintenance of such property for any reason, including prevention of injury lo a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal properly ln lhe care, custody or control of the rnsured; (6) That particular part of real property on which. you or . any contractors .or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out oflhose operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on IL Paragraphs (1), (3) and (4} of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate lirnit of insurance applies to Damage To Premises Rented To You as descrlbed in Section Ill~ Limits 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) and (4} of this exclusion do not apply to ''property damage" arising from the use of elevators. Paragraphs (3), (IS), (5} and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3} and (4) of this exclusion do not apply to "property <lamage" lo borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of tllis exclusion does not apply to "property damage" included in the "products-completed operations t1azard" a I<. Oemage ro Yout Product "Property damage" to ''yOlff product!\ arising out of it or any part of it. I. Damage To 'lour Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations haz.a rd". This exclusion does not apply if the damaged worK or the work out of which the damage arises was performed on your behalf by a subcontractor. MG00010910 m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to 11 impalred property" or property that has not been physically injured, arising Ol.1t of: (1) A defect. deficiency, inadequacy or dangerous condition In "your product" or "your work"; or (2} A delay or failure by you or anyone acting on your behalf to perfom a contract or agreement in accordance with its terms. This exclusion does not apply 10 the .. loss of use or other property arismg outvhcrdd~ and accidental physical injury to "your product" or "your workll after it has been put to its Intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others far the loss of use. withdr.awal, recall, inspection, repair. replacement, adjustment, removal or disposal of: (1} "Your product"; (2) "Your work"; or (3} "Impaired property 11 ; if such product, work,. or property is withdrawn or recalled from the market or from use by any person or organ1zation because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising lnlury "Bodily Injury'' arising out of "personal ancl advertis1ng injuryH. p, Access or .Disclosure Of Confidential Or Personar informati(m And nata~reiated Liability Damages arising Ollt of: (1) Any access to or disclosure of any person's or organization's conficlential or personal information, including patents. trade secrets, processing methods, custorner lists, financial information, credit card information, health information or any other type of nonpublic infom1ation; or (2) The loss of, loss of use of, damage to, corruption or, inability to access. or inability to manipulate electronic data. This exclusion applies even If damages are claimed for notification costs, credit monitoring e><penses. forensic expenses, public relations expenses or any other loss, cost or expense Incurred by you or others arising out of that which is described in Paragraph ( i) or (2) above. Page 5 of 21 Policy #57UUNIF1488 However, uniess Paragraph (1) above applies, this exclusion does not apply lo damages because of"bodily injury". As used in tllis exclusion, 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, CO·ROMS, tapes, drives, cells, data processlng devices or any other media which are used with electronically controlled equipment. q.. Employment-Related Practices "Bodily injury" to: (1) A person arising out of any "amploymen1- related practices''; or (2) The spouse, child, parent, brother or sister ofthat person as a consequence of "bodily injury" ta !hat person at whom any "employment-related practices" are directed. This exclusion applies: (1) Whether the fnjw-y.causlng event described In the definition of "employment~ related practices" occurs before employment, during employment or after employment of that person; (2} Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someon1;1 else who must pay damages because or the Injury. r. Asbestos (1) "Bodfly injury" or "property damage" arising out of t11e "asbestos llazarcJ''. (Ji!) Any damages, judgments, settlements, loss, costs or expenses that: {a) May be awarded or 1ncmred by reason of any claim or suit alleging at'.itual or threatened injury or damage of any natlire or kind to persons or property whicl1 would not have occurred in whole or in part but for the "asbestos hazard"; {bt Arise out of any request, demand, order or staMory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, lreat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard": or (<:J Arise out of any claim or suit for damages because of lesting for, monitoring, cleaning up, removing, encapsulating, containing, treating. Page G of 21 detoxifying or neutralizing or m any way responding lo or assessing the effects of an "asbestos hazard". s. Recordtng And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "properly damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA}, Including any amendment of or addition to such law; {2) The CAN~SPAM Act of 2003, including any amendment of or addition t.o such law; (3) The Fair Cl'edit Reporting Act (FCRA), artd any amendment of or' addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA): or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of .2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distrlbtition of material or information. Damage To Premises Rented To You - Exception For Oanrn.ge Sy Fire, lwightoing Or Enplosion Exclusions. c. through h .. and J, through n. do not apply to damage by fire, .lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section lit ·· Limits Of Insurance. COVERAGE 13 PERSONAL ANO ADVERTISING JNJUIW LUB ltrrv ·t. Insuring Agreement a, We will pay those sums that the Insured becomes legally obligated to pay as damages because of "personal and advertising Injury" to which tl1is 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 result. But; (1) ihe amount we will pay for damages is limltecl as described In Section Ill ~ Limits Of Insurance; and {2) Our right and duly to defend end when we have used up the applicable limit of insurance In the payment of judgments or HGOOOt0916 Policy #57UUNIF1488 settlements under Coverages A or B or h. Wrong Description Of Prices medical expenses under Coverage C. "Personal and advertising injury" arising out or No other obligation or liability to pay sums or tt,e wrong description of the price of goods. perform acts or services is covered unless products or sefVices. explicitly provided for under Supplementary i, Infringement Of Intellectual Property Payments -Coverages /J, and a. Rights b. This insurance applies to "personal and (1) "Personal and advertising injury" arising advertising Injury" caused by an offense out of any actual or alleged infringement arising out of your business but only if the or violation of any Intellectual property offense was committed in the "coverage rights such as copyright, patent territory" during the policy period. trademark, trade name, trade secret. trade '" Eiclustons dress, service mark or other designation -------T-h-ls-l-ns_L_1r-an_c_e_d_o_e_s_n_o_t a-p-p-ly_t_o_'. -----------oh:irigin~ef'-aHthenileityi--OF------------ a. Knowing Violation 01 Rights Of Another (2) Any injury or damage alleged in any clam or "suit" that also alleg.es an infringement "Personal and advertising Injury" arising out of or violation of any intellectual property an offense committed by, at 1t1e direction or right, whether such allegation of with the consent or acquiescence of the infringement or violation Is made by you or insured with the expectation of inflicting by any other party involved in the claim or "personal and advertising injury". "suit", i'egardless of whether mis b. Mattc!tlal Pubiished With Knowledge Of insurance would otherwise apply .. Falsity However, this exclusion does not apply if the "Personal and advertising Injury" arising out of only allegation in the claim or "suit" lnvolving oral, written or electronic publication, In any any intellectual property right is limited to: manner. of material, if done by or at the m Infringement, in your"advertisement", of: direction of the insured with knowledge of its {a) Copyright; falsity. c. Material Published Prior l'o Policy Period (b} Slogan; or uPersonal and advertising injury" arising out of (c) Title of any litel'ary or artistic work; or oral, written or electronic publication, in any (2} Copying, in your "advertisement", a manner. of materlaf whose first publication person's or organization's "advertising took place before the beginning of the policy idea" or style of "advertisement''. period. J. Insureds In Media And Internet Type d. Criminal Acts Businesses "Personal and advertising fnjury" arising out of "Personal and advertising injury" committed a criminal act committed by or at the direction by an insured whose business ls: of the insured. ,1i Advertising, broacJcasting, publishing or e. Contractual Liability telecasting; "Personal and advertising lnJury" for whfc:11 the (.Z) Designing or determining content of web insured has assumed liability In a contract or sites for others; or agreement. This exc:lusion does not apply to (3) An Internet search. access, content or liability for damages that the insured would service provider. have in tile absence of the contract or Haweve1\ this exclusion does not apply to agreement. 1::1aragraphs a., b. and c. of the defin1tion of :. Breach Of Contract "personal and advertising injury" under the "Personal and advertising injury" arising out of a Definitions Section. breac11 of contract, except an impliecl contract to For the purposes of this exclusion, the placing use another's "advertising idea" in your of frames, borders or links, or advertising, for "advertisement". you or others anywhere on the Internet, is not g. Quality Or Performance CJf Goods • Failure by itself. considered the business of To Conform To Statements advertising. broadcasting. publishing or "Personal and advertising injury" arising out of telecasting the failure of goods, products or services to I<. Electronic: Ci,atroo,ris Or Bulletin Boards conform with any statement of quality or "Personal and advertising injury" arising out of performance made in your "advertisement". an electronic chatroom or bulletin board the HG<I0010918 Page: i of 2'1 Policy #57UUNIF1488 insured hosts, owns. or over wh1c11 the insured exercises control. I. 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 metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of t11e actual, alleged or threatened discharge. dispersal, seepage, migration, release or escape of "pollutants" al any time. n. Poflution-Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or ou,ers test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess lhe effects of, "pollutants'\ or- {2) Claim or sult 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 assessing the effects of, "pollutants" o. War "Personal and' advertising injury", t10wever caused. arising, directly or indirectry, out of: (1) WtJr 1 including undeclared or civil war; {2.) Warlike action by a ml!ftary force, Including action in hindering or defendi.ng against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or· (3) Insurrection, rebelllon, revolution, usurped power. or action taken by governmental authority in hindering or defendfng against any of these p. Internet Adve11isements Ami Content or Othel'S "Personal and. advertising injLity" arlsing out of: (1} An "advertisement" for others on your web site; (2) Placing a link to a web site of others on your web site; {3) Content, including information, sounds. text, graphics, or images from a web site of others displayed within a frame or border on your web site; or Page 8 of 21 (4) Computer code, software or programming used to enable: {a) Your web site; or (bl The presentation or functionality of an "advertisement" or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury'' arising out or the violation of a person's right of privacy created by any slate or federal act However, lhis exclusion does not apply to liability for darnages that the insured would have in the absence of such slate or federal act. r. Violation Of Anti~ Trust law ''Personal and advertising injury!' arising out of a violation or any an1i-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks. b911cls or other securities. t. Recording Anti Distribution Of Material Or lnformatkm In Violation Of Law "Personal and advertising injury'' arising directly or indirectly out of any action or omission that violates or is alleged to violate: ii} The Telephone Consumer Protectmn Acl (TCPA}, 111cludl11g any amendment of or addition to SlJCh law; (2) The CAN-SPAM Act of 2003, incl,1ding · any amendment of or addition to suet, law; (3} ·rhe: Fair Credit Reporttng Act (FCRA), and any amendment of or addition to such law, Including !he: Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN·SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination. disposal, collecting, recording, sending, transmitting; communicating or distribution of material or infonnation. u. Gmp!oymenU~elated PraeticGs "Personal and advertising Injury" to; (1) A person arising OLll of any "ernployment- related practices0; or !2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury'' lo that person at whom any "employment-related practices" are directed. !-IG 00 0·1 0$ Hi _________________________________________ iL Policy #57UUNIF1488 This exclusion applies. COVERAGE C MEDICAL PA ¥Me.NT$ (1) Whether the Injury-causing event 1. Insuring Agreement described in the definition or "employment-~. we will pay medical expenses as described related practices" occurs before below for "bodJly lnjLtry" · caused by an employment. during employment or after accident: employment of that person; (1) On premises you own or rent; (2) Whether the insured may be liable as an employer or in .any olher capacity; and (2) On ways next to premises you own or rent; or (3) To any obligation to share damages witt1 or repay someone else who must pay (3) Because of your operations: damages because of the injury. provided that _______ ¥,_Aeasto.~----------------~(-=1_,_).,.T_:_:t1~e.--:a=-:c.:..ci-=-de-..._n".;_Ltakes place in the. ''.coverage· (1) "Personal and advertising injury" arising territory" and ffi.ffing the policy penoa~; -~--- out of the "asbestos t1az.ard'i. (2.) The expenses are incurred and reported (2) Any damages, judgments, settlements, to us Wittlin tl1ree years of the date of the loss, costs or expenses that: accident; and {a) May be awarded or incurred by reiason {3], The injured person submits to of any claim or suit alleging actual or examination, at our expense, by threatened Injury or damage of ariy physicians of our choice as oflen as we nature or kind to persons or property reasonably require. which would not t1ave occL1rred in b. We will make these payments regardless of whole or ln part but for the "asbestos fault These payments will not exceed the hazard"; appficable limit of insurance. We will pay (b) Arise out of any request. demand, reasonable expenses for: order or statutory or regulatory (1) First aid administered at the time of an requirement that any Insured or others accident; test for. monitor. clean up, rernove, (2) Necessary medical, surgical, X-ray and encapsulate, contain, treat. detoxify or dental servrces, iricluding prosthetic neutralize or in any way respond to or devices: and assess the effects of an "asbestos hazard"; or {3) Necessary ambulance, hospital, professional nursing and funeral services. (r.) Arise out of any claim or suit for 2. Exclusions damages because of testing for, monitoring. cleaning up, removing, We Will not pay expenses for "bodily injliry" encapsLilat111g, containing, treating, a. Any Insured detoxifying or neutralizing or in any way responding to or assessing me To any insured, except "volunteer workers". effects of an "asbestos hazard". b. Mired Person w. Access Or Disclosure Of Confidential or To a person hired to do work for or on behalf Personal Information of any insured or a tenant of any insured. "Personal and advertising fnjury" arising out of 1:. Injury On Normally Occupied Premises arw access to or disclosure of any person's or To a person injured on that part of premises organization's confidential or personal you own or renl that the person normally information, including patents, trade secrets, occupies. processing methods, customer lists, financial w information, credit card information, health d. orkers Co1r1pensatio11 And Similar l.aws Information or any other type of nonpublic lo a person, whether or not an "employee" of information. any insured, if benefits for the "bodily injury" are This exclusion applies even if damages are payable or mL1St be provided uncler a workers' claimed for notification costs, credit compensation or disat)ility benefits Jaw or a similar law monitoring expenses, forensic expenses. public relations expenses or any other loss, e. Athletics Activities cost or expense incurred by you or others To a person Injured while practicing, arising out of any access to or disclosure of instructing or participating in any physical any person's or organization's confidential or exercises or games, sports, or athletic personal information. contests. HG 00 01 09 16 Page 9 of 2·1 Policy #57UUNIF1488 f. Products-Completed Operations Hazard lncludel1 within the "products-completed operations hazard". g. Coverage A Exclusions Excludtld under Coverage A. SUPPLEMENTARY PAYMll:N1'$ ~ C(>VERAGES AANO 13 1. We wiH pay, with respect to any claim we Investigate or settle, or any "suit" against ;;in insured we defend: a. All expenses we incur. b. Up to $1,000 for cost of ball bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily lnfury Liab!Hty Coverage applles. We-do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attacnrnents, but only for bond amounts withln tfH:.i applicable limit of Insurance. We do not have to furnish these bonds. d. All rE:'asonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual Joss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the Insured in the "sult''. However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other.expenses of a party taxed to tile Insured. f. Prejudgment interest awarded against the insuted on that part of the Judgment we pay. If we make an offer to pay the applicable limil of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. 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 deposited In court the part of the judgment that is within the applicable limlt of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an 111demnitee of tile insured Is also named as i't party to the "suit", we will defend that lndemnitee if all of the following conditions are met. a. The "suit" against the indemnftee seeks damages for which the Insured has assumed the liability of the lndemnitae in a contract or agreement mat is an "insured contract"; b. This insurance applies to such liabillty assumed by the insured: e. Tl1e obligation to defencJ, or the cost of the defense of, that indemnitee, has also been Page 10 of 2t assumed by the rnsured In the same "insured contract''; d. The allegations In the "suit" and Hie information we know about the "occurrence" are such that no conflict appears to exist between tt1e Interests of lhe Insured and the interests of t11e indemnitee; e. The. indemnitee and the insured ask us to conduct and control the defense of that indemnitee against sucl1 "suit" and agree that we can assign the same counsel to defend the insured and the mdemnitee; and f. The indernnitee: (1) Agrees in writing to; (a} Cooperate with us in the Investigation. settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received ln connection with the "suit"; ( c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect. to coordinating other applicable insurnnce available to the indemnitee:. and (~) Provides us with written authorlzaHon to: (a) Obtain records and other Information related to the "suit"; and (b) Conduct and control Hie defense of the indemnitee in such "suit". Sa long as ttrn above condltlons are met, attorneys' fees incurred by us In the defense of that .indemnitee, necessary llUgalion expenses incurred by us and necessary litigation expenses. incurred by the indemnitee at our request will be paid as Supplementary Payments Notwithstandlng the provisions of Paragraph 2.b.(2) of Section I ~ Coverage A ~ 13odfly Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance, Our obligation to defend an lnsured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have usecl up the applicable limit of insurance in the payment of Judgments or settlements; or b. The conditions set forth above. or the terms of the agreement described in Paragraph f. above, are no longer met HG !10 01 09 ·16 Policy #57UUNIF1488 Sll:CTION II, WHO JS All! INSURED "volunteer worker" as a consequence 1. If you are designated in the Declarations as: of Paragraph (1 )(a) above, a. An individual. you and your spouse are (c) For whlch there is any obligation to insureds, but only with respect to the conduct share damages with or repay someone of a business of which you are u,e sole else who must pay damages because owner. of the injury described ln Paragraphs (1 ){a) or (1 )(b) above; or b. A partnership or joint venture, you are an insured. Your members, your partners, and {d) Arising out of his or her providing or . their spouses are also insureds, but only wltll failing lo provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an H you are not in the buslness of providing ------~•insurad._YJJ11unem-be:~r=s--;":a=re,,_..,_al..,,_so"'----:'-hi,_,.,s-:"-ur=e'-";;d""s,L"b.,__..L._.._lt ______ P __ r~o~fe_s~si_or_1a_1_h::_:e~al.th care service:5: only with respect lo the conduct of your (a) Subparagraphs f'IT(a)~(1T(IJ)an-d111tc) business. Your managers are insureds, but above do not apply to any "employee" only with respect to their duties as your or "volunteer worker'' providing first aid managers. services; and d. An organization ot11er than a partnership, Joint (b) Subparagraph ('I )(d} above does nol venture or limited liability company, you are apply to any nurse, emergency medical an insured. Your "executive officers" and technlcian or paramedic employed by directors are Insureds, but only with respect to you to provide such services. their duties as your officers or directors. Yom (~) "Property damage" to property: stockholders are also Insureds, but only with respect to their liability as stockholders. (a) Owned, occupied or used by, e. A trust, you are an Insured. Your trustees are (b) Rented to, In tl1e care, custody or also insureds, but only with respect to thelr control of, or over which physical duties as trustees. control is l)eing exercised for any purpose by 2. Each of the following is also an insured. you. any of your "employees", "volunteer &. Employees Anct Volunteer Worlumi workers", any partner or member (if you Your "volunteer workers 11 only while are a partnership or joint venture), or any performing duties related to the conduct of member (if YOlJ are a limited liability your business, or your "ernployees", other company), than either your "executive officers" (if you are b. Real Estate Manager an organization other thar1 a partnership, join\ venture or limited liability company) or your Any person (other than your "employee" or managers (if you are a. limited liability "volunteer worker"), or any organiz1.1tion while company)., but only for acts within the scope acting as your real estate manager. of their employment by you or while . ~. Temporary Custodians Of Your Property perfoin1ing cluties related to tl1e conduct of Any person or organization having proper your business temporary custody of your property if you die. However, none of these "employees" or but only: "volunteer workers" are Insured$ for: (1) With respect to liability arising out of the (1) "Bodily injury" or "personal and advertising maintenance or use of that ptoperty; ancl injury": t2) Until your legal representative has been (a). To you, to your partners or members (if appointed. you are a partnership or Joint venture), ct l~egal Re1>resentative If You Ole to your members (if you are· a limited liability company), to a co."employse" Your legal representative if you die, but only wtille in the course of his or her with respect to duties as such. Thal employment or performing duties representative will have all your rights and related to the conduct of your duties under this Coverage Part. business, or to your other "volunteer e-. Urmamed Subsidiary workers'' while performing duties Any subsidiary, and subsidiary thereof, of related to the conduct of your yours which is a legally incocporated entity of business; which you own a financial interest of more lb) To the spouse, child, parent. brother or than 50% of the voting stocl< on the effective sister of that co-"ernployee" or that date of the Coverage Part. HG 00 01 09 1 ll Page 11. of 21 Policy #57UUNIF1488 The insurance afforded herein · for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named Insured under another policy or would be a named insured under SllCh policy but for its termination or tlW exhaustion of its limits of insurance. 3. Newly Ar.quired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain fim1m::ial interest of more than 50% of t11e voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the H:\Oth day after you acquire or form the organization or the encl of the policy period, whichever is earlier; b. Coverage Jl. does not apply to "bOdily injury" or 1'property damage" that occurred before you acquired or formed the organization; a1;111d c. Coverage 13 does not apply to 11personal and advertising injury" arising out or. an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect lo watercraft you do not own that is less than 5'1 feet long and is Mt being used to carry persons for a charge, any person is an rnsurecl while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an Insured, but only with respect to liability arising out of the operation oftha watercraft, and only if no other insurance of any kind is avallable to that person or organization for this liabllity, However, no person or organization is an insured with respect to; a. 0 8od11y injury" to a COw"employee" Of lhe person operating the watercraft: or b. "Property damage" to property owned by, rented lo, in the charge of or occupied by you or the employer of any person who is an insured under this provision. s. Additionai Insureds When Required 13y Written Contract, Written l.\.greament Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to lhe execution of the contract or agreement, A person or organization is an additional insured under !his provision only for that period of time required by the contract or agreement. However, no such person or organization Is an .insured under this provision if such person or organization is included as an insured by an endorsement issued by us and rnade a part or this Coverage Part. a. Vendors Any person(s} or organlzation(s) {referred to below as vendor), but only with respect to "bodily injury" or 11 property damage" arising out of ''your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part. provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insumnce does not apply to: (a) "Bodily injury'' or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. Tl1'1s exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b} Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for t11e purpose of inspection, dernonstra1ion, lesiing, or the substitution of parts under Instructions from the manufacturer, and then repackaged in the original container; (e) .Any fallure to make such Inspections, .adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises In connection witll the sale of the product; (g) Products which, after distribution or sale l:iy you, have . been labeled or relabeled or used as a container, part or Ingredient of any other thlng or substance by or for the vendor; or HG 00 01 09 16 Policy #57UUNIF1488 {h) "Bodily injury" or "property damage" omissions of mose acting on your betlalf. arising out of the sole negligence of tt1e (1) In connection with your premises. or vendor for its own acts or omissions or (2) In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf. exclusion does Ml apply to: With respect 10 tt1e insurance afforded these (i) The exceptions contained in Sub· additional insureds. the following aclditional paragraphs (d) or (f); or exclusion applies: (ii) Such inspections, adjustments, This insurance does not apply to "bodily . tests or servicing as lt1e vendor has injury", "property damage" or "personal ~nd agreed to make or normally advertising injury" arising out of the rendering undertakes to make In the usual of or the faill!re to render any professional ---------------c0ur-sa-Qf-f::msinm;s.----1~l---COAMCt!On, _____ ----,,.-e!i11ces-by~0Ff0r-yotl~ncil~iclin@~: ------_· ------- with tile distribution or sale of the L The preparing, approving, or failing to products. prepare or approve, maps, shop drawings, (2) This Insurance does not apply to any opinions, reports, surveys, field orders, insured person or organization, from change orders or drawings and whom you have acquired such products, speciflca1ions; or or any Ingredient, part or container, i. Supervisory, inspection, architectural or entering Into. accompanying or containing engineering activities. such products. This exclusion applies even if !he claims b. L.essors Of Equipment against any insured allege n~gJigenc?. or (1 1 Any person(s) or organization(s) from other wrongdoing in the supervision, t1inng, wllom you lease equipment; but only with. employrnent, training or monitoring o.! oth?rs respect to t11elr 11abllity for "bodily injury", by that insured. If the "occurrence which "property damage" or "personal a,'.d cmised Uie "bodily injury" or "property alivertising injury" caused. in whole or 111 damage", or the offense which caused the part, by your maintenance, operation or "personal and adve1iising injury", Involved the use of equipment leased to you by such rendering of or the failure to render any person(s) or organlzation(s). professional services by or for you. (2i With respect lo the Insurance a~orded to e. Permits 1s1n1ed By State Or Political these additional insureds this insurance Subdivisions does not apply lo any "occurrence" which Any stale or political subdivision, but only wilf1 takes ptace after the equipment lease respect to operations pe1ionned by you or on expires. your behalf for which the state or political r;;, Lessors Of Land Or Premises subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded these rease land or premises, but only with respect additlonal insureds. this Insurance does not 10 liability arising out of the ownership. apply to: maintenance or use of that part of the land or (1} "Bodily Injury", "property darnage" or premises leased to you. "personal and advertising injury" arising Wlth respect to the insurance afforded these out of operations performed for the slate addltronal Insureds tha following additional or municipality; or exclusions apply: {2) "Bodily injury" or "property damage" This insurance does not apply to: inclLided wilt1in the "prodticts-cornpleted 1. Any "occurrence" which tal~es place after operations hazard''. you cease lo lease tl1al land, or !, Any Other Party 2. Structural alterations. new construction or Any otner person or organization who is nol demolition operations performed by or on an additional insured under Paragraphs a. behalf of such person or eirganlzation. through e. above, but only with respect lo d. Architects, Engineers Or Surveyors liability for "bodily injury'', "property damage" Any architect. engineer, or surveyor, but only or "personal and advertising injury" caused, in with respect to liability for "bodily injury", whole or in part, by your acts or omissions or "properly damage" or "person at. and the acts or omissions of t11ose acting on your advertising injury" caused, in whole or: m part, behalf: by yotir acts or omissions or the acts or (·I) In tile pe1ionnance of your ongoing operations: HG 00 01 09 Hi Paga 13 of 21 Policy #57UUNIF1488 (2,) In connection witl1 your premises ownecl by or rented to you: or (3) In connec1ion with "your work" and included within the "products-cornpletecl operations hazard", but only if {a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products· completed operations hazard". However: (1) The insurance affordecl to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreeme11t, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to p,·ovide for such additional insured. With respect to the tnsuranc;e afforded lo these additional insureds, this insurance does not apply to: "Bodily lnJury 0, "property damage" . or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural 1 engineering or surveying seN1ces, including: (1) The preparfng, approving, or faillng to prepare or approve, maps, shop drawtngs, opinions, reports. surveys, field orders, change orders or .drawings and specifications, or (2.) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment. tralnlng or monitoring of others by that insured, if the "occurrence" which caused the "bodily Injury" or "property damage", or the offense wttlctl caused the "personal and advertising Injury'\ involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section lll ~ Limits or lnsuranc,::. How this lnsurance applies when other insurance is available to the additional insurecJ is described in the Other Insurance Condition in Section 1\/. Commercial General Liability Conditions. Page U of 2·1 No person or orgarnzation is an insured with respecr to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured In the Declarations. SECTION HI • LlMl1'S Or INSURANCE t. The Most We Will Pay The Limits of Insurance shown In the Declarations and tl1e rules below fix the most we wlll pay regardless of the rrnmber of: a, Insureds; b, Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits", 2 .. General Aggregate Limit Tile General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; tt Damages under Coverage A, except damages because of "bodtl.y Injury" or "property damage" Included in the "products~ completed operations hazard"; and c:. Damages under Coverage a. 3. Products~Completed Operations Aggregate Limit The Prodtlcls-Cornpleted Operations Aggregate Limit Js the most we will pay under Coverage /.I.. for damages because of "bodily injury" and "property damage" included In the "products~ completed operations hazard", 4. Personal And J.\dvertlsiog Injury Limit Subject to 2, above, tl1e Personal and Advertising Injury Limit is the most we will pay under Coverage J3 for the surn of all damages because of all "personal and advertising injury'' sustained by any one person or organization. 6. Each Occurrence Limit 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; and b. Medical expenses under Coverage C because of all "bodlly lnjLH'Y" and "property damage" arising out of any one "occurrence". G. Oamage To Premises Rented To You Limit SubjEiCl to 5. above. the Damage To Premises Rented To You Limit is the most we will pay under Coverage A far damages because of "property damage" to any one premises, while rented to you, or in tile case of damage by fire. lightning or explosion, wl1ile rented to you or temporarily ocicupiecl by you with pennission of the owner. HG 00 01 09 16 Policy #57UUNIF1488 In the case of damage by fire, lightning or explosion, t11e Damage to Premises Rented To You Limit applles to all damage proximately caused by the same event whether suct1 damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject lo 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits App.ly To Additiona.l Insureds. If you have agreed in a written contract or written agreement that another person or organization be added as an additional Insured on your policy, the most we will pay 011 behalf of such additional Insured is the lesser of: a. The limlts of insurance specified in 1he written contract or written agreement; or b. The Limits of Insurance shown in tt1e Declarations. Such .amount shall be a part of and not in addition to Limits of Insurance shown In the Declarati()ns and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with tl1e beginning or the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 montfls. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV COMMISRCIAlw GENERAL LIABILITY CONOITIOI\IS 1. Bankruptcy Bankrnptcy 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 1'he Event Of Occummcei Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any add1tional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the 11 occurrence 11 or offense took place: (2) The names and addresses of any injured persons and witnesses; and (3) Tile nature ancl location of any injury or damage arising out of the "occurrence" or offense. HG 00 010916 1,. Nouce Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1} lmrnediatety record Lhe specifics of lhe claim or "suit" and the date received, anc1 (2) Notify us as soon as practiCl'.Jble. You or any addttional insured must see to it tllat we receive written notice of 1he claim or "suit" as soon as practicable. c. Assistance .Arid Cooperation Of The ll:SUnn:!, ________________ _ You and any other involved Insured must: (1) Immediately send us copies of any demands, notices, summonses or /egat papers received In connection wlth tt1e, claim or "suit"; (2) Authorize us la obtain records and other information; (3) Cooperate with us in llie investigation or settlement of the claim or defense 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 Injury or damage to which this insurance may also apply. d. Obligations At ·rne h~surecis Own Cost No insured will 1 except at that insured's own cost. voluntarily make a payment. assume any obligation, or incur any expense, other than for first aid. without our consent e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional Insured. such additional Insured must submit such claim or "suit 11 to the other Insurer for defense and indemnity. However, this provision does not apply to the extent that you t1ave agreed in a wdtten contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance f. l{nowiedga Of t\o Occurrence, Offem:ie, Cleim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: ('I) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership, Page 15 of 21 Policy #57UUNIF1488 (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or t11e additional insured is a corporation; (5) Any trustee, if you or the additional Insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you an(! any additional Insured. 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 recover on an agreed settfement 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 applicabJe limil of insurance, An agreed settlement means a settlement an<l release of liability signed by us, the insured and the claimant or the claimant's regal representative. 4. Other Insurance ff other valicl and collectible insurance is 8vailable to the insured for .a loss we cover under Coverages A or B of this Coverage Part. our obligations are limited as follows; e. Prirnary Insurance This insurance is primary except when b. below applfes. If other insurance is also primary, we will share with all that other insurance by 1he method described In c, below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: {1} YourWork Ttlat is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for 11 your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Page 16 of 21 (3) Tenant Uabillty That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you wittl permission of the owner; (4) Aircraft, Auto Or Watercraft . If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I~ Coverage A~ Sodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damageu to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I ~ Coverage A ~ Bodily Injury And Property Damage Liability: (6) When You Are Added As An Acidit,onal Insured To Other Insurance Any other Insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operat1ons 1 for which you have been added as an additional lnsured by that insurance; or fl} When You Add Oth!*rs As An Additional Insured To This Insurance Any other tm,l1rance avallable to an addilional insured. However, the following provisions apply to other Insurance available to any person or organization who is an additional insured under this coverage part (a} Primary Insurance Wher. Required By Contract This insurance is primary rf you have agreed In a written contract or written agreement that this insurance be primary. If other Insurance is also primary, we will share with all that other Insurance by tl1e method described in c. below. (b) Primary And Non-·Contributory To Other Insurance When Required By Contract IF you have agreed in a written contract, written agreement. or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance !s prtmary and we will not seek contribution from that ottler insurance. HG00010916 Policy #57UUNIF1488 Paragraphs (a} and (b) tlo not apply to computation, and send us copies at suct1 other insurance to which the additional times as we may request. insured has been added as an additional a. Representations insured. a. When You Accept This Policy When this insurance is excess. we will have no duty under coverages A or a to defend By accepting this policy, you agree: the insured against any "suit" if any other (1) The statements in the Declarations are insurer has a <:My to defend the insured accurate and complete; against that "suit". If no ottier insurer defends, (2) Those statements are based upon we will undertake to do so. but we will be representations you made to us: and entitled to the insured's · rights against all those olher insurers. (3) We have issued this poHcy in reliance ------~-wfien-=-lh/s-fns~rFaAG~lS-:-e-x(';e.ss----0-ve:r------0-tt1e,_______ upon your representations. insurance, we will pay only our share of the n;-0nmtenttom11-railunrio-Oisclo-se-Huards amount of the loss, if any, that exceeds the If unintentionally you should fail to disclose all sum of· hazards relatln~1 to the conduct of your (1) The total amount that all such other business that exist at the inception date of insurance would pay for the toss in the this Coverage Part, we shall not deny absence ofthls Insurance; and coverage under this Coverage Part because (2) The total of an deductible and self-insured of such failure. amounts under all that other insurance. 7, Separation Of Insureds We will share the remaining loss, if any, with Except with respect to the Limits of Insurance, any other insurance that Is not described in and any rights or duties specifically assigned ln this Excess Insurance provision and was not this Coverage Part to the first Named Insured, bought specifically to apply in excess of the this insurance applies: llrnlts of Insurance shown in the Declarations a. As if each Named Insured were tl1e only of lhls Coverage Part. Named Insured; and c. Method Of Sharing b. Separately to each insured against whom If all of the other insurance permits claim is made or "suit" is brought. contribution by equal shares, we will follow a. ·n·ansfer or Rltlhts Of Recovery /.\gainst this method also. Under this approach each Others To us insurer contributes equal amounts until lt has pafd its applicable limi! of insurance or none a. Transfer Of Rights Of Recovery of the loss ~emalns, whlchever comes fir.st. If the insured t1as rights to recover all or part If any of the other insurance does not permit of any payment. including Supplementary contribution by equal shares, we will Payments, we have made under this contribute by limits. Under thls method. eacl1 Coverage Part, those rights are transferred to insurer's share ls based on the .ratio of its us. The insured must do nothing after loss to applicable limit of insurance to the total impair them. At our request, the insured will applicable llmits of insurance of all insurers. bring "suit" or transfer those rights to us and 5. Premium Audit . help us enforce them. a. We will compute all premiums for this b. Waiver Of Rights Of Recovery (Waiver Of Coverage Part in accordance with our rules Subrogation) and rates. If the Insured llas waived any rights of b. Premium sllOwn in tllis Coverage Part as recovery against any person or organization advance premium is a deposit premium only. for all or part of any payment, including At the close of each audit period we will Supplementary Payments, we have made compute the earned premium for that period under this Coverage Part, we also waive that and send notice to the first Named Insured. right. provided the insured waived their rights Tl1e due date for audit and retrospective of recovery against such person or premiums is llie date shown as the due date organization in a contract, agreement or on the bill. If the sum of t11e advance and permit that was executed prior to the injury or al1cl1t premiums pai<J for the policy period is damage. greater lllan the earned premium. we will 9. When We Oo Not Renew return the excess to the first Named Insured. If we decide not to renew tliis coverage Part, we c. The first Named Insured must keep records of will mail or deliver to the first Named Insured the information we need for premium shown 1n the Declarations written notice or the HG 00 01 09 iG Page 17 of 2·1 Policy #57UUNIF 1488 nonrenewal not less !h.an 30 days before the expiration date. If notice ls mailed. proof of malling will be sufficient proof of notice. SECTJOI\I V • OEFll\flTIONS 1. "Advertisement,. means the widespread public dissemination of Information or images that has the purpose of inducing tile sale of goods, products or services thrcmgh: a. (1) Radio; (2) Television; (3) BIiiboard; (4) Magazine; (G) Newspaper; or . b. Any other publication that is gfven widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained In, on or upon the packaging or labeling of any goods or products; or b. An interactive i:;:onversation between or mTJong persons t11rough a computer network. 2, "l\dvertising idea" means any tdea for an "advertisement", 3. "P,sbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos In any form. 4. 11 Auto 11 means: a. A land motor vehicle, trailer or semitrailer deslgned for travel on public roads, including any attached machinery or equipment; or b. Any 9tl1er land vehicle that Is subject to a compulsory or financial responsibility law or other motor vehicfe insurance law where it is licensed or prlncipalfy garaged. However, "aulo 11 does not include "mobile equlpment". 5, "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, If arising out of the above. mental anguish or death at any time. 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 occt1rs in the col!rse of travel or transportation between any places included in a. above; or Page 18 of 21 c. All other parts of the world If the injury 01 damage arises out of: (1) Goods or products made or sold by you in the territory described in a. tibove; (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 inj1..1rt offenses that lake place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined In the United States of Amertca (including its territories and possesstons). Puerto Rico or Canada, in a "suit'' on the rnerits according to I.he substantive Jaw In such territory or in a set11ement we agree to. 7. "Employee" includes a "leased worker". "Employee'' cloes not include a lltemporary worker". 8. "ErnploymenM~elatad Practices" means: a. Refusal to employ that person; b. Termination of that person's employment;, or c. Employment-related practices, policies, acts or omissions, such as coerclon, .demotion. evaluatton. reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. "Exeeui.ive officer" means a person holding .any of the officer positions created by your charter1 constitution, by-laws or any other similar governing document. 10. "Hostile firell means one which becomes uncontrollable 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 lncorporates "your product" or "your workH that is known or thought to be defective, deficient. Inadequate or dangerous; or b. You have failed to fulfill the tem1s of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work", or your fulfilling the terms of the contract or agreement 1V'lnsured contracth means: a. A contract for a lease of premises. However, that portion of the contract for a lease or premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you witl1 permission of the owner is subject to tt1e Damage to HG Oil 01 09 16 Policy #57UUNIF1488 Premises Rented To You Limit described in Section Ill M Limits of Insurance; b. A sidetrack agreement·, c. Any easement or license agreement, including an easement or license agreement 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; -----------Lf._T_LJtetlu'U__1t part of any other contract or agreement pertaining lo your business (including an indemnification of a municipality in connection with work performed for a rmmicipaHty) under which you assume the tort liability of anottler party lo pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort Hability means a liabllity that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that Indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-1.:,eds, tunnel, underpass or crossing. However. Paragraph f. does not Include that part of any contract or agreement: (1} Thal indemnifies an architect, engineer or surveyor for injury or damage arising out ot (:a} Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, ffeld orders., change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if 1hat is the primary cause of the injury or damage; or {2) Under which the Insured, if an architect, engineer or su1Veyor, assumes liability for an injury or damage arising out of the insured's rendering or failure lo render professional services, including those listed In (1) above anel supervisory, inspection. architectural or engineering activities. 13, "Leased work~r" means a person leased to you by a labor leasing firm under an agreement between you and tile labor leasing firm, to perform duties related to the conduct of your business, "Leased worker'' does not include a "temporary worker". HG00010916 14. "Loading or unloadin~J° means the handling of property: a. After It is moved from the place where it Is accepted for movement ir1to or onto an aircraft. watercraft or "auto": h. 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 01oading or unloading" does not Include lhe movement of properly by means.ofa.mechanlcal device. other than a hand !rLlCKtnat 1s no1~~~- attached to the aircraft, watercraft or "auto" 'l5. "Mobile equipment11 means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and ott1er vehicles designed ror use principally off public roads; b. Vehicles maintained for use solely on or next to premises yoll own or rant; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily 10 provide mobility to permanently mounted: (1} Power cranes, st-iovels, loaders, diggers or drills: or (2) Road construction or resurfacing equipment such as graders, scrapers 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 lo permanently attact1ed equip111ent of the following types; {'l ), Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration. 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 tile transportation of persons or cargo, However, selfwpropelled vehicles With tile following types of permanently attached equipment are nol "mobile equipment" bul will be considered "alttos": (1) Equipment deslgned primarily for: (a) Snow removal, (b) Road maintenance, but not constntction or resurfacing; or (c) Street cleaning; Page 19 of 21 Policy #57UUNIF1488 (2} Cr1erry pickers and stmilar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geopllyslcal exploration, ligllting and well servicing equipment. However, "mobile equipment" does not Include any land vehicle that is subject to a compulsory or financial responslbility law or other motor vehicle Insurance law where It Is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16. 0 0c:currence" means an accident. including continuous or repeated exposure to substantially the same general harmful conditions. 17."Peraonal and advertising injury 11 means injury, including consequential "bodily injury", arlsing out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malici0L1S prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelllng or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner/ of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f. Copying, fn your "advertisement", .a person's or organrzation's "advertising Idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any merary or artistic work, In your uadvertisement'', 18. "!,oilutants" mean any solid, liquid,. gaseous or thermal Irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials 10 be recycled. reconditioned or reclaimed. 19. ''Products~completed operations hazard": a. Includes all "bodily injury" and "property clamage" occurring away from premises you own or rent and arising out of 11 your product" or "your work" except: (1} Products that are still in your physical possession; or Page 20 of21 (2) Work that has not ye1 been completed or al)andonecl. However. "your work" will be deemed completed at lhe earliest of the f ollowlng times. (a) Wilen all of the work called for in your .contract has been completed. (b) When all of the work to be done at the Job site has been completed if your contract calls for work at more than one job site. (<:)'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. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not lt1clude 11 bodily injury" or "property damage" arfsfng out of; (1) The transportation of property, unless 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 11 loa(ilng or unloading" of that vehicle by any Insured; [?.} The ex.istence of tools, uninstalled equipment or a.bancloned or unused materials; or (3) Products or operaHons for which the classification, fisted in the Declarations or in a policy Schedule, states that products- completed operations are subject to the General Aggregate Limit. 20. "Property dama.ge 0 means· a. Physical lnJ~iry to tangible property, including all resulting loss of use of that properly. All such loss of use shall be deemed to occur at the time of the physical 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 t11e time of the "occurrence'' that caused it As used in this definition, computerized or elee,1.rnnically stored data, programs or software are not tangible properly. Electronic data means information, facts or programs: a. Stored as or on; ti. Created or used on; or c. Transmitted to or from; computer software, Including systems and applications software, hard or noppy disks, CD· HG 00 Oj 0916 Policy #57UUNIF1488 ROMS;, tapes, drives, cells, data processing 25. "Your work": devices or any other media which are used with M a. eans: electronlcally controlled equipment. (i) Work or operations performed by you or 21. "Suit" means a civil proceeding Jn which . on your behalf; and damages becm1se of "bodily in Jury", "property damage" or "personal and advertising injury" to (2) Materials, parts or equipment furnished in wt1lch this insurar1ce applfes are alleged. "Suit'' connection with sucl1 work or operations. includes: b. Includes a. An arbitration proceeding in which such (1) Warranties or representations made at damages are claimed and to which the any time with respect to the fitness. insured must submit or does submit wiU1 our quality, durability, performance or use of consent or "your work", and -· --·--.. -,.--• -, <' - b. Any other alternative dispute resoluti~on~----(21Tmr-prov'!ding------of-or--failure-to-provicle---- proceeding In which such damages are warnings or instructions. claimed and to which lhe insured submits with our consent 22."Temporary worker" means a person wl10 ls furnished to you lo substitute for a permanent "employee" on leave or to meet seasonal or sliort.;term workload conditions. 23. 11 Voiunteer worker" means a person who a. Is not your "employee"; b. Donates his or t,er work; c. Acts at the direction of and within tile scope of duties determined by you;. and d. Is not paid a fee, salary or other compensauo.n by you or anyone else for their work performed for you. 24. i:vour product". a. Means: (1) Any goocls 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 wl10se business or assets you have acquired; and [:!) Containers {other tllan vehicles). materials. parts or equipment furnished in connection with such goods or products. l1 Includes {1) Warranties or representations macle at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2.) The providing of or failure to provide warn,ngs or instructions. c. Does not incrude vending machines or otller property rented to or located for the use of others but not sold. HG (10 0109113 Page 2·1 of 21 Policy #57UUNIF1488 EXCERPTS FROM CA 0001 (1013) HARTFORD BUSINESS AUTO COVERAGE Additional Insured: SECTION II -COVERED AUTO LIABILITY COVERAGE A.1. WHO IS AN INSURED: The following are "insureds" c. Anyone liable for the conduct of an "insured" ... but only to the extent of that liability. Primary Insurance: SECTION IV -BUSINESS AUTO CONDITIONS B. General Conditions -5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form's Covered Auto Liability Coverage is primary for any liability assumed under an "insured contract". Cross Liability Clause: SECTION V -DEFINITIONS G. "Insured" means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. EXCERPTS FROM HA9916 (0312) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION -We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. Workers' Compensation and Employers' Liability Insurance Policy Waiver of Our Right to Recover From Others Endorsement -California WC 04 03 06 If the following information is not complete, refer to the appropriate Schedule attached to the policy. Insured: LSA Associates, Inc. Producer: Dealey, Renton & Associates Schedule Person or Organization City of Cupertino* Attn: Erick Serrano 10300 Torre Avenue Cupertino CA 95014 Additional Premium % We have the right to recover our payments from any- one 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.) Authorized Representative WC040306 P.olicy Number 57WEGG5794 Effective Date 9/30/2018 Job Description Re: COC 1803, Public Storage Valley Green Dr .. * its City Council, officers, officials, employees, agents, servants and volunteers You must maintain payroll records accurately segre- gating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement shall be the percentage, as shown in the Schedule applicable to this endorsement, of the California workers' compensation premium otherwise due on such remuneration.