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HomeMy WebLinkAboutThe Sheridan Group; 2024-12-03; PWM25-3619FACPWM25-3619FAC EOC Furnishing Installation - Cont. No. 4715 Page 1 City Attorney Approved 6/5/24 CITY OF CARLSBAD MINOR PUBLIC WORKS CONTRACT EMERGENCY OPERATIONS CENTER FURNISHING INSTALLATION; CONT. NO. 4715 This contract is made on the ______________ day of _________________________, 2024 (“Contract”), by the City of Carlsbad, California, a municipal corporation ("City") and The Sheridan Group, a California corporation, whose principal place of business is 2045 Pontius Avenue, Los Angeles, California 90025 ("Contractor"). City and Contractor agree as follows: DESCRIPTION OF WORK. Contractor shall perform all work specified in the Contract documents for the project described by these Contract Documents (hereinafter called "Project"). PROVISIONS OF LABOR AND MATERIALS. Contractor shall provide all labor, materials, tools, equipment, and personnel to perform the work specified by the Contract Documents unless excepted elsewhere in this Contract. CONTRACT DOCUMENTS. The Contract Documents consist of this Contract, exhibits to this Contract, Contractor's Proposal, the Plans and Specifications, the General Provisions, as contained in the Standard Specifications for Public Works Construction “Greenbook,” latest edition and including all errata; Part 1 General Provisions, addendum(s) to said Plans and Specifications, and all proper amendments and changes made thereto in accordance with this Contract or the Plans and Specifications, all of which are incorporated herein by this reference. When in conflict, this Contract will supersede terms and conditions in the Contractor’s proposal. LABOR. Contractor will employ only skilled workers and abide by all State laws and City of Carlsbad Ordinances governing labor. GUARANTEE. Contractor guarantees all labor and materials furnished and agrees to complete the Project in accordance with directions and subject to inspection approval and acceptance by Steven Stewart (City Project Manager). PAYMENT. The City shall withhold retention as required by Public Contract Code Section 9203. PREVAILING WAGE RATES. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Contract constitute “public works” under California Labor Code Section 1720 et seq., and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Sections 1770, 1773 and 1773.1 of the California Labor Code. Consistent with the requirement of Section 1773.2 of the California Labor code, a current copy of applicable wage rates may be obtained via the internet at: www.dir.ca.gov/dlsr/. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Contract. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which requires keeping accurate payroll records, verifying and Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 3rd December Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 PWM25-3619FAC certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Labor Code Section 1776. DIR REGISTRATION. California Labor Code Section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Contract to be currently registered with the California Department of Industrial Relations ('DIR'}, as specified in Labor Code Section 1725.5. Labor Code Section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Contract, Contractor must furnish the City with the subcontractor or subconsultant's current DIR registration number. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATION. Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB} Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https:ljww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. CALIFORNIA AIR RESOURCES BOARD (CARB) IN-USE OFF-ROAD DIESEL FUELED FLEETS REGULATION. Contractors are required to comply with the requirements of the In-Use Off-Road Diesel-Fueled Fleet regulations, including, without limitation, compliance with Title 13 of the California Code of Regulations section 2449 et seq. throughout the term of the Project. More information about the requirements and Contractor's required certification is provided in Exhibit D. CONSTRUCTION MANAGEMENT SOFTWARE. Procore Project Management and Collaboration System. This project may utilize the Owner's Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non- productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s} and utilize web-based training/ tutorials (as needed} to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Proco re and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFls, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. EOC Furnishing Installation -Cont. No. 4715 Page 2 City Attorney Approved 6/5/24 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 PWM25-3619FAC FALSE CLAIMS. Contractor hereby agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this Contract and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. Contractor hereby acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the contractor may be prevented from further bidding on public contracts for a period of up to five (5) years and that debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor or subcontractor from participating in contract bidding. ~ Signature: ~~ Print Name: Susan Dannine Sheridan REQUIRED INSURANCE. The successful contractor shall provide to the City of Carlsbad, a Certification of Commercial General Liability and Property Damage Insurance and a Certificate of Workers' Compensation Insurance indicating coverage in a form approved by the California Insurance Commission. The certificates shall indicate coverage during the period of the contract and must be furnished to the City prior to the start of work. The minimum limits of liability insurance are to be placed with California admitted insurers that have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X''; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. Commercial General Liability Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Property damage insurance in an amount of not less than ........ $2,000,000 Automobile Liability Insurance in the amount of $2,000,000 combined single limit per accident for bodily injury and property damage. In addition, the auto policy must cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non-scheduled . The automobile insurance certificate must state the coverage is for "any auto" and cannot be limited in any manner. The above policies shall have non-cancellation clauses providing that 30 days written notice shall be given to the City prior to such cancellation. EOC Furnishing Installation -Cont. No. 4715 Page 3 City Attorney Approved 6/5/24 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 PWM25-3619FAC The policies shall name the City of Carlsbad as an additional insured. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. BUSINESS LICENSE. The Contractor and all subcontractors are required to have and maintain a valid City of Carlsbad Business License for the duration of the contract. INDEMNITY. Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, loss, damage, injury and liability of every kind, nature and description, directly or indirectly arising from or in connection with the performance of the Contract or work; or from any failure or alleged failure of Contractor to comply with any applicable law, rules or regulations including those related to safety and health; and from any and all claims, loss, damages, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the nature of the work covered by the Contract, except for loss or damage caused by the sole or active negligence or willful misconduct of the City. The expenses of defense include all costs and expenses including attorneys' fees for litigation, arbitration, or other dispute resolution method. THIRD PARTY RIGHTS. Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. JURISDICTION AND VENUE. This Agreement shall be interpreted in accordance with the laws of the State of California. The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Contract is San Diego County, California. Start Work: Contractor agrees to start within five (5) working days after receipt of Notice to Proceed. Completion: Contractor agrees to complete work within two hundred fifty (250) working days after receipt of Notice to Proceed. EOC Furnishing Installation -Cont. No. 4715 Page4 City Attorney Approved 6/5/24 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 CONTRACTOR'S INFORMATION. The Sheridan Group (name of Contractor) 984496 (Contractor's license number) C-61 / D34 6/30/2025 (license class. and exp. date) 1000035490 6/30/2025 (DIR registration number/exp. date) PWM25-3619FAC 2045 Pontius Ave. (street address) Los Angeles, CA 90025 (city/state/zip) 310-914-3473 (telephone no.) JBunn@Sheridaninc.com (e-mail address) AUTHORITY. The individuals executing this Contract and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Contract. [signatures on following page] EOC Furnishing Installation -Cont. No. 4715 Page 5 City Attorney Approved 6/5/24 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 CONTRACTOR THE SHERIDAN GROUP, a California corporation By: By: Susan Dannine Sheridan, President and Secretary (print name, title) (sign here) (print name, title) PWM25-3619FAC CITY OF CARLSBAD, a municipal corporation of the State of California By: Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager ATTEST: SHERRY FREISINGER, City Clerk By: Deputy City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. ~ corporation, Contract must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: ~IM., tt!.,VYU"~ Assistant City Attorney EOC Furnishing Installation -Cont. No. 4715 Page 6 City Attorney Approved 6/5/24 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 15% 1000018632, 5/31/26 749455 Type B 5/31/26 Environments Plus, 3451 Main St, Ste105-108 91911 15%Installation Services PWM25-3619FAC EXHIBIT A LISTING OF SUBCONTRACTORS BY GENERAL CONTRACTOR Set forth below is the full name and location of the place of business of each subcontractor whom the Contractor proposes to subcontract portions of the Project in excess of one-half of one percent of the total bid, and the portion of the Project which will be done by each subcontractor for each subcontract. NOTE: The Contractor understands that if it fails to specify a subcontractor for any portion of the Project to be performed under the contract in excess of one-half of one percent of the bid, the contractor shall be deemed to have agreed to perform such portion, and that the Contractor shall not be permitted to sublet or subcontract that portion of the work, except in cases of public emergency or necessity, and then only after a finding, reduced in writing as a public record of the Awarding Authority, setting forth the facts constituting the emergency or necessity in accordance with the provisions of the Subletting and Subcontracting Fair Practices Act (Section 4100 et seq. of the California Public Contract Code). If no subcontractors are to be employed on the project, enter the word "NONE." SUBCONTRACTORS Type of Work Business Name and Address DIR Registration No. License No., %of to be & Expiration Date Classification Total Subcontracted & Expiration Contract Date Total % Subcontracted: ______ _ The Contractor must perform no less than 50% of the work with its own forces. EOC Furnishing Installation -Cont. No. 4715 Page 7 City Attorney Approved 6/5/24 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 PWM25-3619FAC EXHIBIT B EOC Furnishing Installation Provide all labor, equipment and materials necessary to transport, offload and construct and install all furniture purchased under City Contract No. PSA25-3577FAC, attached hereto as Exhibit "E." All work shall be completed in accordance with the attached quote dated October 25, 2024. JOB QUOTATION ITEM NO. UNIT QTY DESCRIPTION PRICE 1 Lot 1 Labor hours to receive deliver and install furnighings $25,809.33 2 Lot 1 Labor and Materials Bond $3,122.67 3 Sales tax $2,000.22 TOTAL* $30,932.22 *Includes taxes, fees, expenses and all other costs. EOC Furnishing Installation -Cont. No. 4715 Page 8 City Attorney Approved 6/5/24 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 PWM25-3619FAC Exhibit "B" (Cont.) .SHERIDAN • GROUP .t SHERIDAN GROUP 2045 Pontius Ave Los Angeles, CA 90025 SHERIDAN INC.COM Sales Agreement Order Number: 534903 Account Joel Bunn Date: 10/25/2024 Executive: Project#: Customer Name: CITY OF CARLSBAD Customer PO: Terms: DUE UPON RECEIPT Sold To: CITY OF CARLSBAD 1635 FARADAY AVE. CARLSBAD, CA 92008 ATTN: STEVEN STEWART Phone: (760) 317-3508 Quote valid for: 30 days Email: 9@sheridaninc.com Ship To: CITY OF CARLSBAD 1635 FARADAY AVE. CARLSBAD, CA 92008 ATTN: STEVEN STEWART Phone: (760) 317-3508 Email: steven.stewart@carlsbadca.gov Email: steven.stewart@carlsbadca.gov This quote is based on Prevailing Wage 2 1.00 Labor to Receive, Deliver to site and Install: Each ( 4) private Offices (9) workstations 1.00 Each (I) conference room (I) misc. white boards, storage, podium (56) task chairs (20) guest chairs PRICE INCLUDES: WALL MOUNTING OF GLASS WHITEBOARDS,OVERHEAD STORA GE, T ACKBOARDS PRICE IS BASED ON PREY AILING WAGE "FREE AND CLEAR" ACCESS TO SPACE REQUIRED. ANY CONDITIONS OUTSIDE OF "FREE AND CLEAR" WILL RESULT IN ADDITIONAL CHARGES AND LOSS OF EFFICIENCY >> Performance Bond Premium LABOR SUBTOTAL SERVICE SUBTOTAL SALES TAX GRAND TOTAL 25,809.33 3,122.67 25,809.33 3,122.67 $25,809.33 $3,122.67 $2,000.22 $30,932.22 PLEASE REVIEW THIS SALES AGREEMENT AND NOTIFY US PROMPTLY OF ANY CORRECTIONS REQUIRED Page: I of 3 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 DUJIU ,~o. 't't/U:>lo Premium: $302.00 Premium is for contract term and is subject to adjustment based on final contract price Executed in: 2 Counterparts PWM25-3619FAC EXHIBIT C LABOR AND MATERIALS BOND WHEREAS, the City Council of the City of Carlsbad, State of California, has awarded to The Sheridan Group (hereinafter designated as the "Principal"), a Contract for: EOC FURNISHING INSTALLATION CONTRACT NO. 4715 in the City of Carlsbad, in strict conformity with the drawings and specifications, and other Contract Documents now on file in the Office of the City Clerk of the City of Carlsbad and all of which are incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute said Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, provender or other supplies or teams used in, upon or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, WE, THE SHERIDAN GROUP, as Principal (hereinafter designated as the "Contractor"), and Markel Insurance Company as Surety, are held firmly bound unto the City of Carlsbad in the sum of thirty thousand nine hundred thirty-two dollars and twenty-two cents ($30,932.22), said sum being an amount equal to: One hundred percent (100%) of the total amount payable under the terms of the Contract by the City of Carlsbad, and for which payment well and truly to be made we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if the Contractor or his/her subcontractors fail to pay for any materials, provisions, provender, supplies, or teams used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind, consistent with California Civil Code section 9100, or for amounts due under the Unemployment Insurance Code with respect to the work or labor performed under this Contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and subcontractors pursuant to section 13020 of the Unemployment Insurance Code with respect to the work and labor, that the Surety will pay for the same, and, also, in case suit is brought upon the bond, reasonable attorney's fees, to be fixed by the court consistent with California Civil Code section 9554. This bond shall inure to the benefit of any of the persons named in California Civil Code section 9100, so as to give a right of action to those persons or their assigns in any suit brought upon the bond. Surety stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the work to be performed hereunder or the specifications accompanying the same shall affect its obligations on this bond, and it does hereby waive notice of any change, extension of time, alterations or addition to the terms of the contract or to the work or to the specifications. In the event that Contractor is an individual, it is agreed that the death of any such Contractor shall not exonerate the Surety from its obligations under this bond. EOC Furnishing Installation -Cont. No. 4715 Page 9 City Attorney Approved 6/5/24 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 PWM25-3619FAC This labor and materials bond may be approved as to form by the City Attorney for the City in counterpart, and the counterparts shall all constitute a single, original instrument. SIGNED AND SEALED, this _1_4_th ___ day of November 2024. _T_h_e_S_h_e_rid_a_n_G_ro_u_,__p.,_, _In_c_. ____ (SEAL) Markel Insurance Company (SEAL) (Principal) (Surety) By: _S.c_v..:_S"'-IA,_o_~ __ ·IA,t.._s_b_·~--By: ~o gq,cm~ (Signature) (Signature) Rebecca Haas-Bates, Attorney-in-Fact (SEAL AND NOTARIAL ACKNOWLEDGEMENT OF SURETY-ATTACH ATTORNEY-IN -FACT CERTIFICATE) APPROVED AS TO FORM: CINDIE K. McMAHON City Attorney By: Assistant City Attorney EOC Furnishing Installation -Cont. No. 4715 Page 10 City Attorney Approved 6/5/24 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 CALIFORNRA AU .. -PURl?OSIE ACKNOWLIEDGMENT CIVIL CODE§ 1189 ~~!Sl-~-~--~---~~es-~-,'s;' ift'i--~--~--~~"'~~~~~~~~~-~-~~~~~~~ffifimi:s~~~~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California County of ___;;O_r_an_.g.,__e __________ _ On I 1/14/2024 before me, Alma Karen Hernandez, Notary Public Date Here Insert Name and Title of the Officer personally appeared _R_e_b_ec_c_a_H_a_a_s_-B_a_te_s _______________________ _ Name~of Signer(s) who proved to me on the basis of satisfactory evidence to be the person~ whose name($)-is/ai:e subscribed to the within instrument and acknowledged to me that t.e'she/~ executed the same in l'1is/herltt%1.i,r authorized capacity~, and that by hi-&/her!thelr signature~on the instrument the person~ or the entity upon behalf of which the person~ acted, executed the instrument ········~ ALMA KAREN HERNANDEZ Notary Public -California z Orange Co~nty ~ Commission !f 2390908 - y Comm_ Expires Jan 16, 2026 Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seaL Signature ~ ~-~---~ Signature of Notary Public ----------------OPTIONAL _______________ _ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Labor and Materials Title or Type of Document: Bond No. 4470516 Document Date: _1_1_!_14_/_20_2_4 ____ _ Number of Pages: Two(2) Signer(s) Other Than Named Above: _____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: Rebecca Haas-Bates Signer's Name: ____________ _ D Corporate Officer -Title(s): ______ _ D Corporate Officer -Title(s): ______ _ D Partner -D Limited □ General 0 Partner -□ Limited □ General D Individual ~ Attorney in Fact D Individual O Attorney in Fact □ Trustee D Guardian or Conservator □ Trustee □ Guardian or Conservator □Other: _______________ _ D Other: ______________ _ Signer Is Representing: _________ _ Signer Is Representing: _________ _ _ Markel Insurance Company ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 POA# 510861 JOINT LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That SureTec Insurance Company, a Corporation d,uly organized and existing under the laws of the State of Texas and having its principal office in the County of Harris, Texas and Markel Insurance Company (the "Company"), a corporation duly organized and existing under the laws of the state of Illinois, and having its principal administrative office in Glen Allen, Virginia, does by these presents make, constitute and appoint: William Syrkin, Rebecca Haas-Bates Their true and lawful agent(s) and attorney(s)-in-fact, each in their separate capacity if more than one is named above, to make, execute, seal and deliver for and on their own behalf, individually as a surety or jointly, as co-sureties, and as their act and deed any and all bonds and other undertaking in suretyship provided, however, that the penal sum of any one such instrument executed hereunder shall not exceed the sum of: Twenty Five Million and 00/100 Dollars ($25,000,000.00) This Power of Attorney is granted and is signed and sealed under and by the authority of the following Resolutions adopted by the Board of Directors of SureTec Insurance Company and Markel Insurance Company: "RESOLVED, That the President, any Senior Vice President, Vice President, Assistant Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer and each of them hereby is authorized to execute powers of attorney, and such authority can be executed by use of facsimile signature, which may be attested or acknowledged by any officer or attorney, of the company, qualifying the attorney or attorneys named in the given power of attorney, to execute in behalf of, and acknowledge as the act and deed of the SureTec Insurance Company and Markel Insurance Company, as the case may be, all bond undertakings and contracts of suretyship, and to affix the corporate seal thereto," IN WITNESS WHEREOF, Markel Insurance Company and SureTec Insurance Company have caused their official seal to be hereunto affixed and these presents to be signed by their duly authorized officers on the 12th day of August , 2024 . /1 SureTec Insurance Company ,/.iny By:_~-------=,,__, ______ _ Michael C. Keimig, esident ident State of Texas County of Harris: On this 12th day of August 2024 A. D., before me, a Notary Public of the State of Texas, in and for the County of Harris, duly commissioned and qualified, came THE ABOVE OFFICERS OF THE COMPANIES, to me personally known to be the individuals and officers described in, who executed the preceding instrument, and they acknowledged the execution of same, and being by me duly sworn, disposed and said that they are the officers of the said companies aforesaid, and that the seals affixed to the proceeding instrument are the Corporate Seals of said Companies, and the said Corporate Seals and their signatures as officers were duly affixed and subscribed to the said instrument by the authority and direction of the said companies, and that Resolutions adopted by the Board of Directors of said Companies referred to in the preceding instrument is now in force. ,,,,,,,,,,,,,,,, IN TESTIMONY WHEREOF, I have hereunto set my hand, and affixed my Offici~~~e~ l~ ~~arris, the day and year first above written . ...... ~\,, .•··· ·••, ~ ,, ......... ~---·1>--r>-Y P061• •. ~~'-:, ~ : 0:o"*<'✓•••• -;. :=\ : _:< 0 ·: :: By: ~ i ~ ~ ~ } ~ _ _.,c"'h~el~s~ea_T_u_rn_e_r_, -N-o-ta~ry~P~u~b-lic ____ _ ~ • •. ..,,J-1::-..-xt : :: My commission expires 7/6/2028 # • .,,.. , Of ' " • ... ', ~.-~ 13:,.,-,5A'J..\•· R) ,' We, the undersigned Officers of SureTec Insurance Company and Markel ln~~Coo:rp:ul'fd9l.,~~ertify that the original POWER OF ATTORNEY of which the foregoing is a full, true and correct copy is still in full force and effect and has rfllo).·ee9~~-,,' .,,,,,,. .... \'-' IN WITNESS WHEREOF, we have hereunto set our hands, and affixed the Seals of said Companies, on the 14th day of November 2024 Markel Insurance Company Any Instrument Issued in excess of the penalty stated above is totally void and without any validity. 510861 For verification of the authority of this Power you may call (713)812-0800 on any business day between 8:30 AM and 5:00 PM CST. Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 PWM25-3619FAC EXHIBITD In-Use Off-Road Diesel-Fueled Fleet Regulation Requirements CARB implemented amendments to the In-Use Off-Road Diesel Fueled Fleets Regulations that apply broadly to all self-propelled off-road diesel vehicles 25 horsepower or greater and other forms of equipment used in California. More information about the requirements can be found at https://ww2.arb.ca.gov/our-work/programs/use-road-diesel-fueled-fleets-regulation Contractors are required to comply with the requirements of the In-Use Off-Road Diesel-Fueled Fleet regulations, including, without limitation, compliance with Title 13 of the California Code of Regulations section 2449 et seq. throughout the term of the Project. The City is a "Public Works Awarding Body," as that term is defined under Title 13 California Code of Regulations Section 2449(c)(46). Accordingly, the Contractor must submit, with their pre-award contract documents, valid Certificates of Reported Compliance (CRC) for the Contractor's fleet, and for the fleets of any listed subcontractors (including any applicable leased equipment or vehicles). Failure to provide a valid CRC, will limit the city's ability to proceed with awarding this Contract. Contractor has an on-going obligation for term of this Agreement to provide copies of Contractor's, as well as all listed subcontractors, most recent CRC issued by CARB. Throughout the Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor's and subcontractors' fleet including, without limitation, CRC, fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days' notice from the City. EOC Furnishing Installation -Cont. No. 4715 Page 11 City Attorney Approved 6/5/24 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 X PWM25-3619FAC EXHIBIT D (CONT.) IN-USE OFF-ROAD DIESEL-FUELED FLEET REGULATION CERTIFICATION Contractor hereby acknowledges that they have reviewed the CARB' s policies, rules and regulations and are familiar with the requirements of In-Use Off-Road Diesel-Fueled Fleet Regulation. Contractor hereby certifies, subject to the penalty of perjury, that the option checked below relating to the Contractor's fleet, and/or that of their su bcontractor(s) ("Fleet") is true and correct: D The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto. □ The Fleet is exempt from the Regulation under Section 2449.l(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto. 0 Contractor and/or their subcontractor is unable to procure R99 or RlOO renewable diesel fuel as defined in the Regulation pursuant to Section 2449.l(f)(3). Contractor shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e., third party correspondence or vendor bids). □ The Fleet is exempt from the requirements of the Regulation pursuant to Section 2449(i)(4) because this Project has been deemed an "emergency", as that term is defined in Section 2449(c)(18). Contractor shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to Section 2449(i)(4). 0 The Fleet does not fall under the Regulation or are otherwise exempt and a detailed reasoning is attached to this certification. Name of Contractm dan Group Signature: ___ ~-+-"-~---------------- Name: Susan Dannine Sheridan Title: President Date: EOC Furnishing Installation -Cont. No. 4715 Page 12 City Attorney Approved 6/5/24 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 Docusign Envelope ID: 3BAE8833-2E1E-4B16-BFA0-7BDB6E85720A PWM25-3619FAC Exhibit "E" PSA25-3577FAC AGREEMENT FOR PROVISION OF EMERGENCY OPERATIONS CENTER FURNISHINGS THE SHERIDAN GROUP T IS AGREEMENT is made and entered into as of the "1. -..-.:S~ day of ~ 2024, by and between the City of Carlsbad, California, a municipal corpor tion ("City") and The Sheridan Group, a California corporation ("Contractor•'). RECITALS A. City requires the services of a consultan_t that is experienced in providin~ ~ffice ~~rnishing materials. B. Contractor has the necessary experience in providing services and advi.ce related to office furnishing materials. . , C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covehants contained h~rein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibits A, B, C and D ("Exhibits"), which are incorporated by this reference in accordance with this Agreement's terms and conditions. In case of conflict, the terms of the Agreement govern and supersede the Exhibits. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year term, or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed one hundred sixty-two thousand six hundred fourteen dollars ($162,614). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed fifty thousand dollars ($50,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." City Attorney Approved Version 5/22/2024 Page 1 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947nnf".11<::.inn J=n,,c.lnno. In• ";tQ.l'i..C:QQ'J'l "JC-1 C AD-ti:' nr-A n. -,r,,-..r,r,,-r,,.. ......... ,..,, A PWM25-3619FAC Exhibit "E" (Cont.) PSA25-3577FAC Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner's Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training/ tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the on line training or reaching out to the Proco re support team. It will be the responsibility of the Contractor to regularly check Proco re and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https:ljapps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https:ljplay.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFls, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. City Attorney Approved Version 5/22/2024 Page 2 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947nnr-11~i,...n Cn,,,...1,.._ ...... ,... Ir\• ')0 /\ r-oO')') ""'r-"' r-,.,....,. ~ ,-..,-",... ..,.,... ...... ,....,... .... ,..,.._ ...... • PWM25-3619FAC Exhibit "E" (Cont.) PSA25-3577FAC Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor's liability for such claim, including the cost to defend, shall not exceed the Contractor's proportionate percentage of fault. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. City Attorney Approved Version 5/22/2024 Page 3 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 PWM25-3619FAC Exhibit "E" (Cont.) PSA25-3577FAC The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City. 11.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. City Attorney Approved Version 5/22/2024 Page 4 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 12. BUSINESS LICENSE PWM25-3619FAC Exhibit "E" (Cont.) PSA25-3577FAC Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City Name Title Steven Stewart Municipal Projects Manager Department Public Works City of Carlsbad Address 1635 Faraday Ave. Carlsbad, CA 92008 Phone No. 442-339-2938 For Contractor Name Joel Bunn Title Account Manager Address Phone No. Email 2045 Pontius Ave Los Angeles, CA 90025 310-914-3473 JBunn@Sheridaninc.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes □ No ~ City Attorney Approved Version 5/22/2024 Page 5 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 18. GENERAL COMPLIANCE WITH LAWS PWM25-3619FAC Exhibit "E" (Cont.) PSA25-3577FAC Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. CALIFORNIA AIR RESOURCES BOARD (CARS) ADVANCED CLEAN FLEETS REGULATIONS Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca .gov/our-work/programs/advanced-clean-fleets. 20. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of City Attorney Approved Version 5/22/2024 Page 6 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 PWM25-3619FAC Exhibit "E" (Cont.) PSA25-3577FAC termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 25. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. City Attorney Approved Version 5/22/2024 Page 7 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 28. ENTIRE AGREEMENT PWM25-3619FAC Exhibit "E" (Cont.) PSA25-3577FAC This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement govern and supersede the purchase order and Exhibits. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 29. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. [signatures on following page] City Attorney Approved Version 5/22/2024 Page 8 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 Docusign Envelope ID: 3BAE8833-2E1E-4B16-BFA0-7BDB6E85720A PWM25-3619FAC Exhibit "E" (Cont.) PSA25-3577FAC Executed by Contractor this 17th day of septemmber , 2024. CONTRACTOR SHERIDAN GROUP, a California corporation By: (sign here) Dannine Sheridan, President (print name/title) By: (sign here) Scott Sheridan, CFO (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: l Keith Blackburn, Mayor ATTEST: SHERRY FREISINGER, City Clerk By: Deputy City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. !fJ! corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: ---'-Ci"""IU.-'--....;;..£-h..mri;....;_""""""~----- Assistant City Attorney City Attorney Approved Version 5/22/2024 Page 9 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 EXHIBIT A SCOPE OF SERVICES AND FEE PWM25-3619FAC Exhibit "E" (Cont.) PSA25-3577FAC Contractor shall provide all furniture, equipment and materials as outlined on the attached pricing breakdown, Exhibit "B", and the furniture layout drawings, Exhibit "C". Table A -Community Risk Reduction and EOC Furnishings Item Description Valuation 1 Glass Boards $8,594.50 2 Meeting Tables $4,114.70 3 Podium $1,262.89 4 Private offices $22,696.35 5 Seating $58,261.84 6 Workstations $50,784.36 7 Storage Case $2,238.92 Subtotal of product items $147,953.56 Freight $597.69 Sales tax $11,512.75 Project Management Services $2,550.00 TOTAL (not to exceed) $162,614.00 • See attached Exhibit "D" for authorization from MillerKnoll City Attorney Approved Version 5/22/2024 Page 10 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 .SHERIDAN • GROUP .t PWM25-3619FAC Exhibit "E" (Cont.) SHERIDAN GROUP 2045 Pontius Ave Los Angeles, CA 90025 SHERIDANINC.COM Sales Agreement Order Number: 535448 Date: 08/23/2024 Customer Name: CITY OF CARLSBAD Customer PO: Sold To: CITY OF CARLSBAD 1635 FARADAY AVE. CARLSBAD, CA 92008 ATTN: STEVEN STEWART Phone: (760) 317-3508 Email: steven.stewart@carlsbadca.gov Account Joel Bunn Executive: Project#: Terms: 50% DEPOSIT NET 15 Quote valid for: 30 days Email: 9@sheridaninc.com Ship To: CITY OF CARLSBAD 1635 FARADAY AVE. CARLSBAD, CA 92008 ATTN: STEVEN STEWART Phone: (760) 317-3508 Email: steven.stewart@carlsbadca.gov This quote is based on a cooperative purchasing agreement that guarantees government agencies low, competitive pricing. The purchasing agreements is established through: 1. Omnia Partners agreement #2020000622-5, BNR482 (Exhibit 5) The Omnia Partners agreement is also competitively bid, and Sheridan Group is a distributor of the Herman Miller furniture products available through this agreement. FREIGHT GLASS BOARDS MEETING TABLES PODIUM PRIVATE OFFICES SEATING SERVICES STORAGE CASE 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 Freight Qty. 2 Mobile, Qty. 3 Wall Mounted With markers and magnets Qty. 2, 48x60 w/ Power Qty.I, Small round table Qty. 1 with Power Included Per Plan PO-01, PO-02, PO-03, PO-04 Qty. 56 Aeron Task Chairs, Qty. 20 Verus Side Chairs Project Management and Design, labor to be submitted on separate agreement Qty. 4, with keys Page: of 4 597.69 597.69 8,594.50 8,594.50 4,114.70 4,114.70 1,262.89 1,262.89 22,696.35 22,696.35 58,261.84 58,261.84 2,550.00 2,550.00 2,238.92 2,238.92 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947nnr-11cinn i::nuo.ll"\n.O. In• '::!CA.COO"l".> ""lL-tl""" An-t~ nr11.n ..,.,........_,....,..,....,.. __ _,_..,,. PWM25-3619FAC Exhibit "E" (Cont.) .SHERIDAN • GROUP .t Order Number: Date: 535448 08/23/2024 Customer Name: CITY OF CARLSBAD Customer PO: WORK STATIONS 1.0 Per Plan. Qty. 9 WS-0 l > WS-09 Sales Agreement Account Executive: Project#: Joel Bunn SHERIDAN GROUP 2045 Pontius Ave Los Angeles, CA 90025 SHERIDANINC.COM Terms: 50% DEPOSIT NET 15 Quote valid for: 30 days Email: 9@sheridaninc.com PRODUCT SUBTOTAL FREIGHT SUBTOTAL SERVICE SUBTOTAL SALES TAX GRAND TOTAL Required Deposit 50.0%: 50,784.36 50,784.36 $147,953.56 $597.69 $2,550.00 $11,512.75 $162,614.00 $81,307.00 PLEASE REVIEW THIS SALES AGREEMENT AND NOTIFY US PROMPTLY OF ANY CORRECTIONS REQUIRED Financing Options For Your Consideration We are pleased to offer the following finance proposal to help facilitate the acquisition of your new furniture solution. Our goal is to offer the best possible payment structure to meet your current and ongoing financing needs. We can provide a wide range of financing options and customized terms. Below, you will find the monthly payment amount for this proposal, for the typical 60 month term. This proposed financing is subject to credit approval by LEAF Commercial Capital, Inc. or its affiliates and the execution of mutually acceptable lease documentation. Does not include applicable sales tax. If you are interested in learning more about this option, please contact your The Sheridan Group representative. Total Monthly Payment Amount: $3,343.34 Terms and Conditions of Sale Sales Tax -Sales tax rates are subject to change without notice. The correct sales tax will be charged based on the DA TE when the items are delivered/installed. General-It is mutually understood and agreed that Sheridan Group's services and obligations are limited in scope to those items of work as set forth in the scope of this proposal and that Sheridan Group shall not be held responsible for breach of these services as a result of an act of God, strikes, work stoppages or any other delay beyond the control of Sheridan Group. Additional Services-This agreement does not provide for services not specifically called out in this document. Such services as painting/marking of furniture on the floor, field measure, inventory documentation of existing furniture, CADD/Specification work due to more than two changes to a floor plan, cleaning or repair of furniture necessitated by contractor or others related damage/dirt/ debris/use, can be quoted based on hourly rates and estimated hours. Reimbursable Expenses-Reimbursable expenses include, but are not limited to: travel expenses, printing expenses, express shipping charges, and are billed at cost. Lead Time-Lead time estimates are based on the manufacturer's published production time in effect at the date of the proposal plus order processing and transit time. Lead times may vary based on time elapsed for receipt of Buyer's acceptance. Page: 2 of 4 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 .SHERIDAN • GROUP .t Order Number: 535448 Date: 08/23/2024 Customer Name: CITY OF CARLSBAD Customer PO: Sales Agreement PWM25-3619FAC Exhibit "E" (Cont.) SHERIDAN GROUP 2045 Pontius Ave Los Angeles, CA 90025 SHERIDANINC.C0M Account Joel Bunn Executive: Project#: Terms: 50% DEPOSIT NET 15 Quote valid for: 30 days Email: 9@sheridaninc.com Buyer Request Cancellation or Changes -Requests for changes/revisions after order entry, must be reviewed by Sheridan Group to determine feasibility, cost ramifications and lead time impact. You may change or cancel an order ONLY with our prior written consent. Products are made to order and non-returnable after fabrication, shipment & delivery. Order changes and cancellations might be subject to price adjustment and/or restocking fees. Buyer agrees to pay all costs incurred by Sheridan Group as a result of the implementation of a revision. On-site changes order requests will incur charges as appropriate. Delays-In the event that construction delays, or other causes not within SG's control, force postponement of the installation, the furnishings will be stored until installation can be resumed, and will be considered accepted by the Buyer for purposes of payment. Transfer and Storage charges incurred shall be paid by Buyer. Freight Claims-Claims for transportation damage will be processed by the Buyer if product is shipped direct to the Buyer's facilities or other directed location, and received by Buyer. Claims for transportation damage will be processed by SG if product is shipped to SG's facilities or Buyer's facility and received by TSG; any damaged merchandise will be repaired or replaced. Buyer will not withhold payment to TSG because of freight damage. Installation-Unless otherwise stated, the rates quoted are based on the following conditions: Non-Union labor, normal working hours (no over-time), elevator access directly into staging/installation area, site free and clear of conflicting trades. Site must include lighting and appropriate environmental conditions, priority use of elevators during off-loading, related trash removal, and loading dock availability. Hardwiring of electrical is not included and must be supplied by licensed electrician. Buyer will be available for final walk-through/punch list sign off. Punch List-If necessary, after installation SG will prepare a punch list noting items requiring additional attention. Punch list items unusable, due to damaged product or manufacturer's delay of delivery, may be temporarily deducted from invoice. Payment for all products delivered and installed in good condition is to be made in full. In no case is payment to be withheld for acceptable products should any portion of the total job be unacceptable or undelivered. Payment for completed punch list items is due upon receipt of invoice for remaining balance. Insurance-Once product has been delivered to Buyer's facility, Buyer agrees to take immediate full responsibility for full insurance coverage in TSG's favor against the risks of fire, theft and physical damage until such time that invoice is paid in full. If Buyer authorizes SG to perform services on Buyer's existing furniture (i.e. refinishing, reconditioning, reupholstering) and SG is required to remove the furniture from Buyer's premises, Buyer agrees to provide proof of insurance for Buyer's existing furniture and further agrees to hold SG harmless and indemnified for any damages done to their existing furniture. Fabric/Leather/Finishes-Yardages/square-footages quoted for fabrics/leathers are approximate and subject to variation by virtue of actual physical measure and/or pattern or mill overruns. Any additional such fabric/leather shall be billed to Buyer at stated unit prices, payable upon receipt of invoice. SG will not be responsible for damages due to fading, sun rot, cleaning, or abnormal wear. SG does not guarantee uniformity of any product's finish or color. Ownership-SG shall have a security interest in and retain title to all product purchased hereunder until Buyer has fully performed all of its obligations under this agreement, including any future add-ons, late and extension charges, time charges and all other charges permitted by this agreement or by law. So long as SG continues to have such a security interest and retain title, Buyer shall, with regard to all such product, assume full risk of loss or damage, pay any discharge taxes and liens promptly, maintain in good order and make all repairs, use only for lawful purposes, use and keep only at the location delivered, sell, encumber or otherwise transfer part or all thereof only with the prior written consent ofSG. Claims and Warranties-SG shall pass all manufacturers warranties to Buyer. Other than the manufacturer's warranty, SG makes no other warranty, either express or implied, as to any matter whatsoever, including without limitation, the product's condition, or fitness for any particular use or purpose. Enforcement Costs-Buyer shall pay all costs, charges, expenses, fees, and disbursements incurred by SG in taking and reselling the product, collecting any sums which may be due from Buyer, or any other enforcement of terms defined in this agreement. Entire Agreement-This instrument constitutes the entire agreement between the Buyer and SG. Page: 3 of 4 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 .SHERIDAN • GROUP .t Order Number: 535448 Date: 08/23/2024 Customer Name: CITY OF CARLSBAD Customer PO: Sales Agreement PWM25-3619FAC Exhibit "E" (Cont.) SHERIDAN GROUP 2045 Pontius Ave Los Angeles, CA 90025 SHERIDAN INC.COM Account Joel Bunn Executive: Project#: Terms: 50% DEPOSIT NET 15 Quote valid for: 30 days Email: 9@sheridaninc.com ·Lt WARNING: Some or all of the products listed on this document were manufactured with chemicals that the State of California determined are a Health risk. For more information go to www.P65Wamings.ca.gov/fumiture. CLIENT ACCEPTANCE -Signature indicates acceptance of this sales agreement and it's terms and conditions. Client Authorized Signature Date Company Name PO Number Page: 4 of 4 Do c u s i g n E n v e l o p e I D : D 1 E F D 3 3 3 - 6 8 C 2 - 4 E 0 A - B 4 0 6 - 0 4 9 C 5 4 6 A F 9 4 7 Docusign Envelope ID: 3BAEB833-2E1E-4B16-BFA0-7BDB6E85720A OVERALL PLAN :OMMUNITY RISK--·· 1 102 878SF OFFICE 103 136 SF OFFICE 104 136SF VESTIBULE j E103 I 28SF 0 SHERIDAN GROUP+ CITY OF CARLSBAD 271 SF CONFERENCE HALLWAY I m, I 606SF --8- bPEN (1j E,0,C. 1 106 I {Q I ~ -([:)o PWM25-3619FAC Exhibit "E" (Cont.) Cl E.1 DIRE 0 131 Do c u s i g n E n v e l o p e I D : D 1 E F D 3 3 3 - 6 8 C 2 - 4 E 0 A - B 4 0 6 - 0 4 9 C 5 4 6 A F 9 4 7 Docusign Envelope ID: 3BAE8833-2E1E-4B16-BFA0-7BDB6E85720A PRIVATE OFFICES Overall Plan View Detailed Plan View 0 SHERIDAN GROUP+ CITY OF CARLSBAD P0-01 I QTYl HMI I Canvas/TU/Renew 30D x 60W Hgt. Adj. Table, Simple Up/Down, C-Leg High Density Cable Trough, Surge Protector, Cable Mgt. Clamp On Logic Mini, Simplex+ USB A/C Clamp On Single Flo Monitor Arm 30D x 66W Freestanding Laminate Desk TU Metal B/B/F + two 36W 2H Lateral Files Common Top [20D x 72W] HP Lig,t Anigre Laminate 24H x 72W Tackboard + two 36W Wallmounted Sliding Door Silver Birch Fabric Overheads, 91 White Second Door Finish CH-01 I QTY 56 HMI I Aeron Task Chair Size B, Std. Height Adjustment Standard Tilt, Fully Adj. Arms Adj. Lumbar Support Hard Casters, Carpet Only Graphne Frame, Chassis and Base Graphne Mesh SNC Satin Carbon Paint G1 Logic Mini and Flo Arm [BlackJ Black Arm Pad P0-02 I QTY 1 HMI I Canvas/TU/Renew 30D x 60W Hgt. Adj. Table, Simple Up/Down, C-Leg High Density Cable Trough, Surge Protector, Cable Mgt. Single Flo Monitor Arm, Surface Clamp Clamp On Logic Mini, Simplex+ USB A/C 30D x 72W Freestanding Laminate Desk TU Metal B/B/F + two 30W2H Lateral Files Common Top [20D x 72W] 24H x 96W Tackboard + two 48W Wallmounted Sliding Door Overheads, 91 White Second Door Finish CH-02 I QTY 20 [2+2+12+4] HMI I Verus Side Chair Mesh Back Upholstered Seat Stackable up to 4 high 350 lbs. Weight Capacity Soft Wheel Caster, Carpet or Hard Floors 24.75 P..W-!Y1A5-3619FAC EXH~iblt"'E" (Cont.) HP Lig,t Anigre Laminate 2107 Grasscloth Silver Birch Fabric SNC Satin Carbon Paint G 1 Logic Mini and Flo Ann [Black) I 18.5 I BK Black Frame Interweave Shale Mesh SNC Satin Carbon Leg Medley Pewter Seat Upholstery Do c u s i g n E n v e l o p e I D : D 1 E F D 3 3 3 - 6 8 C 2 - 4 E 0 A - B 4 0 6 - 0 4 9 C 5 4 6 A F 9 4 7 Docusign Envelope ID: 3BAE8833-2E1E-4B16-BFA0-7BOB6E85720A PRIVATE OFFICES+ CONFERENCE ROOM Overall Plan View Detailed Plan View 0 SHERIDAN GROUP+ CITY OF CARLSBAD TB-02 I QTY 2 HMI I Eames Table 48D x 60W Mobile Table laminate Top, Metal Base 2 ea Round Power Cutouts per Table 2 ea. Round Pwr Mod, 1 simplex receptacle, 1 USB-C (18W),pwr cord w/ plug end,10'cord P0-04 I QTY1 HMI I Canvas/TU 30D x 60W Hgt. Adj. Table, Simple Up/Down, C-Leg High Density Cable Trough, Surge Protector, Cable Mgt. Single Flo Monitor Arm, Surface Clamp Clamp On Logic Mini, Simplex+ USB A/C [2] 30W + [2] 42W x 2H Storage Cabinets+ [1] 42Wx 2H Lateral File Common Tops [20D x 60W + [1] 20D x 84W] + [1) 20Dx 42 [1] 42W x 64H Storage Cabinet 24H x 84W Tackboards [2]; 42W Wallmounted Sliding Door Overheads, 91 White Second Door Finish ~i-r:1.,... ". : l,:; .. I.\ Laminate Polished Aluminum/ Black Pwr Unit SNC Satin Cart,on Paint HP Ligit Anigre SNC Satin Laminate Carbon Paint 2107 Grasscloth G1 Logic M,n·, Silver Bin:h Fabric and Flo Arm [Black] P0-03 I QTY 1 HMI I Canvas/TU 30D x 58W Freestanding Laminate Desk Single Flo Monitor Arm, Through Surface Mount With Rotation Stop, Up to 1 3/8" Thick Grommet Mount Logic Mini, Simplex+ USB A/C 36W + 42W x 2H Storage Cabinets Common Top [20D x 78W] 24H x 78W Tackboard + 24"H x 58W Tackboard 36W + 42W+ 58W Wallmounted Sliding Door Overheads, 91 White Second Door Finish TB-01 I QTYl HMI I Eames Table 48DIA Eames Round Table laminate Top, Metal Contract Base No Power PWM25-3619FAC Exhibit "E" (Cont.) HP Light Anigre Laminate 2107 Grasscloth Silver Bin:h Fabric HP Light Anigre Laminate SNCSatin Camon Paint Gt Logic Mini and Flo Arm !Black] SNC Satin Carbon Paint Do c u s i g n E n v e l o p e I D : D 1 E F D 3 3 3 - 6 8 C 2 - 4 E 0 A - B 4 0 6 - 0 4 9 C 5 4 6 A F 9 4 7 Docusign Envelope ID: 3BAE8833-2E1E-4B16-BFA0-7BDB6E85720A WORKSTATIONS Overall Plan View Detailed Plan View 0 SHERIDAN GROUP+ CITY OF CARLSBAD WS-01-09 I QTY 9 HMI I Canvas/TU 68H, 53H + 46H Canvas Panels, Tackable Fabric Tiles 30D x 54W Hgt. Adj. Table, Simple Up/Down, C-Leg Sliding Door Overheads High Density Cable Trough, Surge Protector, Cable Mgt. Single Flo Monitor Arm, Surface Clamp Clamp On Logic Mini, Simplex+ USB A/C 24D 84W Return w/ B/B/Fand 30W Lateral Files HP Lig,t Anigre SNC Satin Laminate Carbon Paint 2107 Grasscloth G1 Logic Mini Silver Birch Fabric and Fkl Ann [Black] PWM25-3619FAC Exhibit "E" (Cont.) Do c u s i g n E n v e l o p e I D : D 1 E F D 3 3 3 - 6 8 C 2 - 4 E 0 A - B 4 0 6 - 0 4 9 C 5 4 6 A F 9 4 7 Docusign Envelope 1D: 3BAE8833-2E1E~4816~BFA0-7BDB6E85720A STORAGE+ ACCESSORIES Overall Plan View Detailed Plan View 0 SHERIDAN GROUP+ CITY OF CARLSBAD ST-011 QTY 4 HMI I Meridian Storage • 30W x 18D Cabinet w/ 1.25" Laminate Top, Bar Pull ACC-01 I QTY 2 GLARUS I Go! Mobile Magnetic Glassboard XL 4 Wheel Mobile 40Wx73H HP Ligit Anigre Laminate ■ Graphite Bar Pull Pure Vvtine C100 Glass Satin Silver Frame SNC Satin Carbon Paint Black Casters ACC-02 I QTY 1 OFS I Layer AV Lectern One Adj. Shelf Two Stationary Shelves Paper Stop on Angled Lectern Top Approach Side Wire Access Door Vented Side Power/Data PS-55 HPL Top, LPL Body No Lock PWM25-3619FAC Exhibit "E" (Cont.) --···-.... □□ TBD TBD Chassi'1Body LPL Top/Edge HPL Luster Grey Hardware https://catalog.ofs.com/ofs/page~ayer-training--desk-desk/configure/EDA/ED1-2444AVLEC Do c u s i g n E n v e l o p e I D : D 1 E F D 3 3 3 - 6 8 C 2 - 4 E 0 A - B 4 0 6 - 0 4 9 C 5 4 6 A F 9 4 7 Docusign Envelope ID: 38AE8833-2E1E-4816-BFAQ.78D86E85720A ACCESSORIES CONT'D Overall Plan View Detailed Plan View 0 SHERIDAN GROUP+ CITY OF CARLSBAD ACC-03 I QTY 6 HMI I Thrive Glass Board 60W x 48H Wall Mounted Available in Magnetic Rear Hanger Brackets Marker/Eraser Holder ACC-041 QTY 5 [Office 107,109 + 104) DM I Grommet Duplex Grommet to be cut on site to give access at tackboards for outlets Marker/Eraser Holder WhieGlass Choose Fk1f.sh for Pricing ■ r7 L.J □ PWM25-3619FAC Exhibit "E" (Cont.) Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 Millerl<noll David Slania MillerKnoll, Inc. Public Sector Executive Phone: 619-733-4595 Email: david slania@millerknoll.com August 22, 2024 City of Carlsbad, CA To whom it may concern: PWM25-3619FAC Exhibit "E" (Cont.) The Sheridan Group, Inc. is a certified MillerKnoll dealer and is authorized to utilize the Omnia Partners contracts listed below: 2020000622 Omnia Partners Herman Miller Contract 2020000608 Omnia Partners Knoll Contract Please do not hesitate to contact me if you have any further questions or concerns. Sincerely, D~ C S ~ David C. Slania Public Sector Executive 619-733-4595 David Slania@millerknoll.com Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 SHERGR0-02 CMOORERODRIGUEZ ACORDe CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 9/10/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 ~~=i~cT Sherry Williams HUB International Insurance Services Inc. W8,N:o, Ext): (310) 207-9796 I FAX 600 Corporate Pointe (A/C,No):(310) 207-5337 Suite 600 ifD'M~ss· sherry.williams@hubinternational.com Culver City, CA 90230 INSURERISl AFFORDING COVERAGE NAIC# INSURER A: Hartford Accident and lndemnitv ComDanv 22357 INSURED INSURER B : Hartford Casualtv Insurance ComDanv 29424 The Sheridan Group INsuRER c : Hartford Fire Insurance ComDanv 19682 2045 Pontius Ave. INSURERD: Los Angeles, CA 90025 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER ,:3M%~ ,~3Mi~ LIMITS LTR INSD WVD A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ □ CLAIMS-MADE 00 OCCUR g~~~~J9E~~~~~D eel 300,000 X 72UUNZD9111 6/14/2024 6/14/2025 $ MED EXP (Anv one oersonl $ 10,000 ~ PERSONAL & ADV INJURY $ 1,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ POLICY 00 ~e-8-r 00 LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ A ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 IE~ accident\ X ANY AUTO 72UENCG5640 6/14/2024 6/14/2025 BODILY INJURY (Per oerson) $ ~ OWNED ~ SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accidentl $ ~ ~ HIRED NON-OWNED tP~~~ci,ii;,'r;,~AMAGE $ AUTOS ONLY AUTOS ONLY X 8~t;1P$2,000 X 8~bLISION $2,000 $ B X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE 72XHUZD8791 6/14/2024 6/14/2025 AGGREGATE $ 10,000,000 OED I X I RETENTION $ 10,000 $ B WORKERS COMPENSATION X I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N 72WEBHOYTL 6/14/2024 6/14/2025 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ ~FFICER/MEMBER EXCLUDED? N/A X 1,000,000 Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 C Crime 72BDDHJ3089 6/14/2024 6/14/2025 Employee Dishonesty 500,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space Is required~ The General and Auto Liability policy forms contain provisions for Additional Insured, Waiver of Subrogation, and rimary/NonContributory when required by written contract or agreement. See Policy forms attached. City of Carlsbad/CMWD is included as additional insured as required by written contract or agreement. See policy forms attached. Notice of cancellation is 30 days except 10 days for nonpayment. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box947 Murrieta, CA 92564 AUTHORIZED REPRESENTATIVE I ~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 POLICY NUMBER: 72UUNZD9111 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Carlsbad Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as a n additional insured the person{s) or organization{s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. 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 which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional in sureds, the following is added to Section Ill -Limits 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 Declaration. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA Policy Number: 72 WE BH0YTL Endorsement Number: Effective Date: 06/14/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: THE SHERIDAN GROUP 2045 PONTIUS AVE LOS ANGELES CA 90025 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by --------------------Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 06/10/22 Policy Expiration Date: 06/14/23 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 C"') I.() N ..-1 0 ..-1 0 ..-1 0 ..-1 ..-1 rl O'I Cl N N r-- N 0 0 '<II C"') iC ;;;;;;;;;;;; -= ;;;;;;;;;;;; ------= ;;;;;;;;;;;; == ----- Additional Insured provisions -Pages 12-14 Primary & Noncontributory provisions -Page 16 Waiver of Subrogation provisions -Page 17 Named Insured: The Sheridan Group Policy Number: 72 UUN ZD9111 Eff: 06/14/2024 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section II - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I -COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty lo 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 "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Ill -Limils Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perfonn acts or services is covered unless explicitly provided for under Supplementary Payments -Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: HG 0001 0916 (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer: (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage": or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages cla imed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for: Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed 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. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability 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) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the 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, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to 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 in Paragraph (1), (2) or (3) above. However, this exclusion applies 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, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: HG 00 01 0916 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; HG 00 01 0916 (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this 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 the 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 fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed 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 from 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" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the Page 3 of 21 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would 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. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented 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 that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment 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: (1) 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 "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; Page 4 of 21 (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other 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 (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception 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. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting 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 authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, HG 00 01 0916 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of 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 of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. 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 limit of insurance applies to Damage To Premises Rented To You as described 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), (4), (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 damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". 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. HG 00 01 0916 m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Access or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, 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 (1) or (2) above. Page 5 of 21 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this 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, CD-ROMS, tapes, drives, cells, data processing 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 "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employment-related practices" are directed. This exclusion applies: (1) Whether the injury-causing 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 someone else who must pay damages because of the injury. r. Asbestos (1) "Bodily injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, Page 6 of 21 detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury'' or "property 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 to such law; (3) The Fair Credit Reporting Act (FCRA), and 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 distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning Or Explosion 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 Ill -Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury'' to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or HG 00 010916 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments -Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury'' arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury'' arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods -Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". HG 00 01 0916 h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. i. Infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury'' arising out of an electronic chatroom or bulletin board the Page 7 of 21 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 insured hosts, owns, or over which 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 the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution-Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", 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 authority in hindering or defending against any of these. p. Internet Advertisements And Content Of Others "Personal and advertising injury" arising 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 (b) 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 of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti-Trust law "Personal and advertising injury'' arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury'' arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Recording And Distribution Of Material Or Information 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: (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 to such law; (3) The Fair Credit Reporting Act (FCRA), and 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 distribution of material or information. u. Employment-Related Practices "Personal and advertising injury'' to: (1) A person arising out of any "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment-related practices" are directed. HG 00 010916 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 This exclusion applies: (1) Whether the injury-causing 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 someone else who must pay damages because of the injury. v. Asbestos (1) "Personal and advertising injury'' arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. HG 00 01 0916 COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury'' caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. Page 9 of 21 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 f. Products-Completed Operations Hazard Included within the "products-completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS -COVERAGES AANDB 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit 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 limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been Page 10 of 21 assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (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 in 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 insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I -Coverage A -Bodily 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 insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used 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 00 010916 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury'' or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members {if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or that HG 00 01 0916 "volunteer worker'' as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker'' providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. Page 11 of 21 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 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 such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired 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 financial interest of more than 50% of the 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 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured 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 of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Additional Insureds When Required Written Contract, Written Agreement 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 the execution of the contract or agreement. Page 12 of 21 A person or organization is an additional insured under this 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 made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business 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 insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or HG 00 01 0916 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) fr~m whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' caused, in whole or in part, by your acts or omissions or the acts or HG 00 01 0916 omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal ~nd advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, 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 n~g!igenc~. or other wrongdoing in the superv1s1on, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you ~r. on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: performance of your ongoing tions; Page 13 of 21 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 (2) In connection with your premises owned by or rented to you; or nee " ed within the "products-compl tions 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 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. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, 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, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury'', involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section Ill -Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV - Commercial General Liability Conditions. Page 14 of 21 No person or organization is an insured with respect 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 Ill -LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard"; and c. Damages under Coverage B. 3. Products-Completed Operations Aggregate Limit The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products- completed operations hazard". 4. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. 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 "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. HG 00 01 0916 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 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 Apply To Additional 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 on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations 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 the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. 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 COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional 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 "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. HG 00 01 0916 b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the 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 The Insureds Own Cost No insured will, 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" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim 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: (1) 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 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer'' or insurance manager, if you or the 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 and 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 settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excesslnsurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "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 Liability 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 with 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 -Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" 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 Additional 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 operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional 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 When Required By Contract This insurance is primary if 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 the 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 is primary and we will not seek contribution from that other insurance. HG 00 01 0916 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium HG 00 01 0916 computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the Page 17 of 21 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given 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 conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos 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. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 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 occurs in the course 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 or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take 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 America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment-Related 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 coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes 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 incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms 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. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of 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 with permission of the owner is subject to the Damage to HG 00 010916 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 Premises Rented To You Limit described in Section Ill -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; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury'' 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 liability means a liability 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-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnities an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker'' does not include a "temporary worker". HG 00 01 0916 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, 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 to permanently attached equipment of the following types: (1) 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 the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; Page 19 of 21 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility 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. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; 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, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or Page 20 of 21 (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When 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. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury'' or "property damage" arising 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 "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products- completed operations are subject to the General Aggregate Limit. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. 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 the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD- HG 00 01 0916 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made 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 warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. HG 00 01 0916 25. ''Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. Page 21 of 21 Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947 1.. CALIFORNIA ' DEPARTMENT OF INSURANCE Docusign Envelope ID: D1EFD333-68C2-4E0A-B406-049C546AF947