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HomeMy WebLinkAboutJava-Tech Inc dba Java-Energy; 2020-07-21; PSA20-1097ENV PSA20-1097ENV City Attorney Approved Version 6/12/18 1 AGREEMENT FOR HOME ENERGY SCORE ASSESSMENT SERVICES JAVA-TECH, INC., DBA JAVA-ENERGY THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2020, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and JAVA-TECH INC., dba JAVA-ENERGY, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a Department of Energy certified Home Energy Score assessor that is experienced in performing home energy assessments. B. Contractor has the necessary experience in providing professional services and advice related to Department of Energy certified Home Energy Score assessments. C. Contractor has submitted a proposal to City under Request for Qualifications (RFQ) No. 20-897ENV and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, 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 attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 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 four (4) additional one (1) year periods 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 will be twelve thousand dollars ($12,000). 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 twelve thousand dollars ($12,000) 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". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". DocuSign Envelope ID: A80385FE-C8D9-469D-8A6A-E05D40957EC0 21st July PSA20-1097ENV City Attorney Approved Version 6/12/18 2 6. 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. 7. 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. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys 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. 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. 10. 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 DocuSign Envelope ID: A80385FE-C8D9-469D-8A6A-E05D40957EC0 PSA20-1097ENV City Attorney Approved Version 6/12/18 3 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. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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. DocuSign Envelope ID: A80385FE-C8D9-469D-8A6A-E05D40957EC0 PSA20-1097ENV City Attorney Approved Version 6/12/18 4 10.5 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. 11. BUSINESS LICENSE 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 15. 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. For City For Contractor Name Mike Grim Name Benjamin Liem Title Senior Program Manager Title Principal / President Department Environmental Mgmt. Address 7486 La Jolla Blvd. #466 City of Carlsbad San Diego, CA 92037 Address 1635 Faraday Ave. Phone No. 858-848-5282 Carlsbad, CA 92008 Email bliem@java-energy.com Phone No. 760-602-4623 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. DocuSign Envelope ID: A80385FE-C8D9-469D-8A6A-E05D40957EC0 PSA20-1097ENV City Attorney Approved Version 6/12/18 5 16. 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 in all categories. Yes No 17. GENERAL COMPLIANCE WITH LAWS 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 20. 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. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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 x DocuSign Envelope ID: A80385FE-C8D9-469D-8A6A-E05D40957EC0 PSA20-1097ENV City Attorney Approved Version 6/12/18 6 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. 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. 22. 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. 23. JURISDICTION AND VENUE 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. 24. 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. 25. ENTIRE AGREEMENT 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 supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. DocuSign Envelope ID: A80385FE-C8D9-469D-8A6A-E05D40957EC0 PSA20-1097ENV City Attorney Approved Version 6/12/18 7 26. 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. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California JAVA-TECH Inc., dba JAVA-ENERGY, a California Corporation By: By: (sign here) Benjamin Liem, President / Secretary Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: A80385FE-C8D9-469D-8A6A-E05D40957EC0 PSA20-1097ENV City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES Carlsbad Home Energy Score Assessment Program involves providing U.S. Department of Energy Home Energy Score assessments for building permit applicants undergoing major renovations. The program also involves providing energy efficiency education to homeowners regarding the whole home energy system, energy usage and plug loads, energy efficiency retrofits, available rebates and incentives, and other pertinent information. Java Energy shall perform the following tasks to assist in implementation of the program: 1. Attend a program kick-off meeting to finalize the program procedures, assessment visit components, and informational materials. 2. Conduct Home Energy Score assessments according to the following criteria: a. Promptly respond to homeowner inquiries about availability for assessment. b. If available, perform assessment and energy efficiency education in a timely manner. c. During the assessment, provide to the homeowner city approved educational materials and explain their content. d. During the assessment, if permitted by homeowner, review electricity and natural gas usage shown on utility bills. Provide consultation on usage amounts and patterns, such as time-of-use and seasonal usage. e. Provide the Home Energy Score Report to the homeowner and city staff within seven (7) working days of performing assessment. 3. Provide feedback to city staff on the effectiveness of program and any recommended adjustments. 4. As needed, attend meetings with city staff regarding program implementation and updates. Energy assessments will be assigned on an as needed basis at the discretion and approval of the city project manager. Compensation shall be based upon the size of the home, as follows: Up to 1,500 sq. ft = $335.00 per assessment 1,501 to 2,500 sq. ft. = $400.00 per assessment 2,501 to 5,000 sq. ft. = $500.00 per assessment Over 5,000 sq. ft. = $600.00 per assessment DocuSign Envelope ID: A80385FE-C8D9-469D-8A6A-E05D40957EC0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Murrieta, CA 92564 P.O. Box 947 c/o EXIGIS Insurance Compliance Services City of Carlsbad/CMWD *Hired and Non-Owned Auto is included within the General Liability Limits. The insurance afforded by the policies described herein is subject to all terms, exclusions and conditions of such policies. City of Carlsbad c/o EXIGIS Insurance Compliance is listed as Additional Insured (BP 04 50) with a Primary and Non-Contributory/Other Insurance, Including Primary Provision Required By Contract, as per the terms and conditions of the Chubb Businessowners Liability Enhancement Endorsement (BOP-47635a, or its equivalent) included in the policy along with a Blanket WAIVER OF OUR RIGHT TO RECOVER (WC 00 03 13) included in the Workers Compensation policy. The issuing insurer will endeavor to mail 30 days written notice to the certificate holder named below, but failure to do so shall impose no obligation or liability of any kind upon the insurer. 1,000,000 1,000,000 1,000,000 8 03/02/202103/02/20207178-4521YYB *$2m/$4mOccurrence/Aggregate 03/02/202103/02/2020TECCAD952072361XY 88 A 4,000,000 4,000,000 Included 5,000 1,000,000 2,000,000 03/02/202103/02/2020TECCAD952072361XY 8 8 8 A 10052Chubb National Insurance Company 20702ACE Fire Underwriters Insurance Company 92037CALA JOLLA 7324 LA JOLLA BLVD JAVA-TECH INC ChubbCSC@Chubb.com 866-972-2727 Chubb Customer Service Center 93162CAWESTLAKE VILLAGE 5655 LINDERO CANYONRD420 COVERHOUND INSURANCE SOLUTIONS 7/1/2020 BOP-45202 (02/15)Page 1 of 13© 2015 Privacy Liability And Data Breach Fund Endorsement THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY THIS COVERAGE SECTION IS A CLAIMS MADE AND REPORTED COVERAGE SECTION. EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS COVERAGE SECTION COVERS ONLY CLAIMS FIRST MADE AGAINST THE INSUREDS AND REPORTED TO THE INSURER DURING THE POLICY PERIOD OR EXTENDING REPORTING PERIOD, IF APPLICABLE. PLEASE READ THIS COVERAGE SECTION CAREFULLY. THE LIMITS OF LIABILITY AVAILABLE TO PAY INSURED DAMAGES SHALL BE REDUCED BY AMOUNTS INCURRED FOR CLAIMS EXPENSES. FURTHER NOTE THAT AMOUNTS INCURRED FOR DAMAGES AND CLAIMS EXPENSES SHALL ALSO BE APPLIED AGAINST THE RETENTION AMOUNT. It is agreed that solely with respect to coverage afforded by this Endorsement, the Policy is amended as follows: In consideration of the payment of the premium, and subject to the Declarations and the terms and conditions of this coverage Endorsement, the Insureds and the Insurer agree that this Endorsement modifies the insurance provided under the following: BUSINESSOWNERS COVERAGE FORM (hereinafter, the Policy). The Policy is amended to add the following Insuring Agreements and their respective definitions, exclusions, and general terms and conditions as set forth herein, solely with respect Privacy Liability and Data Breach Fund coverage. I.INSURING AGREEMENTS A.Privacy Liability The Insurer will pay Damages and Claims Expenses excess of the applicable Retention by reason of a Claim first made against the Insured during the Policy Period and reported to the Insurer pursuant to Section VIII, Notice, for any Wrongful Acts taking place after the Retroactive Date and prior to the end of the Policy Period. B.Data Breach Fund The Insurer will pay Data Breach Expenses excess of the applicable Retention incurred by the Insured during the Policy Period by reason of a Claim reported to the Insurer pursuant to Section VIII, Notice, for any Wrongful Acts taking place after the Retroactive Date and prior to the end of the Policy Period. II.DEFINITIONS When used in this Endorsement: A.Bodily Injury means injury to the body, sickness, or disease, and death. Bodily Injury also means mental injury, mental anguish, mental tension, emotional distress, pain and suffering, or shock, whether or not resulting from injury to the body, sickness, disease or death of any person. However, Bodily Injury does not mean mental injury, mental anguish, mental tension, emotional distress, pain and suffering, or shock resulting from a Wrongful Act for which coverage is provided under Section I, Insuring Agreement A. B.Claim means: 1.with respect to Insuring Agreement A: a.a written demand against any Insured for monetary or non-monetary damages; b.a civil proceeding against any Insured seeking monetary damages or non-monetary or injunctive relief, commenced by the service of a complaint or similar pleading; c.an arbitration proceeding against any Insured seeking monetary damages or non-monetary or injunctive relief; or d.a Regulatory Proceeding; 2.with respect to Insuring Agreement B, a written report by the Insured to the Insurer of a failure by the Insured to properly handle, manage, store, destroy or otherwise control Personal Information; BOP-45202 (02/15)Page 2 of 13© 2015 including, where applicable, any appeal therefrom. C.Claims Expenses means: 1.reasonable and necessary attorneys’ fees, expert witness fees and other fees and costs incurred by the Insurer, or by the Insured with the Insurer’s prior written consent, in the investigation and defense of a covered Claim; and 2.reasonable and necessary premiums for any appeal bond, attachment bond or similar bond, provided the Insurer shall have no obligation to apply for or furnish such bond. Claims Expenses shall not include wages, salaries, fees or costs of directors, officers or employees of the Insurer or the Insured. D.Damages means compensatory damages, any award of prejudgment or post-judgment interest, and settlements which the Insured becomes legally obligated to pay on account of any Claim first made against any Insured during the Policy Period or, if elected, the Extended Reporting Period, for Wrongful Acts to which this Endorsement applies. Damages shall not include: 1.any amount for which the Insured is not financially liable or legally obligated to pay; 2.taxes, fines, penalties, or sanctions imposed against the Insured; (not applicable to Regulatory Proceedings) 3.matters uninsurable under the laws pursuant to which this Endorsement is construed; 4.the cost of any remedial, preventative or other non-monetary relief, including without limitation any costs associated with compliance with any such relief of any kind or nature imposed by any judgment, settlement or governmental authority, specific performance, or any agreement to provide such relief; 5.loss of fees or profits by the Insured, return of fees, commissions or royalties by the Insured, or re- performance of services by the Insured or under the Insured’s supervision; 6.disgorgement of any profit, remuneration or financial advantage to which any Insured was not legally entitled; 7.Data Breach Expenses or any other forensic, notification, crisis management or credit monitoring expenses, unless such expenses constitute compensatory damages of a direct settlement with the injured natural persons of a Claim for a Wrongful Act as defined in subparagraph 1.a.i of the definition of Wrongful Act; 8.liquidated damages pursuant to a contract, unless, even in the absence of such contract, the Insured would be liable for such damages as result of a Wrongful Act; 9.penalties of any nature, however denominated, arising by contract; and 10.any amounts other than those which compensate solely for a loss caused by a Wrongful Act. Damages includes punitive and exemplary damages to the extent such damages are insurable under the internal laws of the applicable jurisdiction that most favors coverage for such damages. E.Data Breach Expenses means those reasonable and necessary expenses incurred by the Named Insured within one year of the reporting of the incident or suspected incident to the Insurer: 1.to retain the services of a law firm to determine the applicability of and actions necessary to comply with Privacy Regulations; 2.to notify individuals who are required to be notified by the Named Insured under an applicable Privacy Regulation, including preparation, printing, and mailing of letters, postage, and the services of a call center to provide call center support to individuals who are required to be notified. 3.to reimburse the Named Insured for a credit file monitoring program consisting of: a) the offering of one year of credit monitoring services to those individuals whose Personal Information was compromised or reasonably believed to be compromised as a result of theft, loss or unauthorized disclosure of information giving rise to a notification requirement pursuant to a Privacy Regulation, and BOP-45202 (02/15)Page 3 of 13© 2015 b) mailing and other reasonable third party administrative costs associated with such a program; provided that: 1) the Insurer has provided its prior written consent; and 2) all costs payable under paragraph 2 of this definition must be for the purpose of mitigating potential Damages. Data Breach Expenses shall not include any internal salary or overhead expenses of the Named Insured. F.Domestic Partner means any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local law or under the provisions of any formal program established by the Insured. G.Extended Reporting Period means the period(s) for the extension of coverage, if applicable, described in Section V, Extended Reporting Periods. H.Insured means: 1.The Named Insured; 2.Subsidiaries of the Named Insured, but only with respect to Wrongful Acts which occur while they are a Subsidiary; 3.any past, present or future principal, partner, officer, director, trustee, employee, leased employee, or temporary employee of the Named Insured or a Subsidiary, but only with respect to the commission of a Wrongful Act committed within the scope of such person’s duties performed on behalf of the Named Insured or such Subsidiary; and 4.Independent contractors of the Named Insured or of a Subsidiary who are natural persons, but only with respect to the commission of a Wrongful Act within the scope of such person’s duties performed on the behalf of the Named Insured or such Subsidiary. I.Insurer means the insurance company providing this insurance. J.Internet means the worldwide public network of computers which enables the transmission of electronic data and which includes intranets, extranets and virtual private networks. K.Interrelated Wrongful Acts means all Wrongful Acts that have as a common nexus any fact, circumstance, situation, event, transaction, cause or series of related facts, circumstances, situations, events, transactions or causes. L.Mediation means a non-binding process in which a neutral panel or individual assists the parties in reaching a settlement agreement. To be considered Mediation under this Endorsement, the process must be as set forth in the Commercial Mediation Rules of the American Arbitration Association, or such other process as the Insurer may, at its sole option, approve. M.Named Insured means the organization or natural person first specified in the Policy Declarations. N.Personal Information means: 1.an individual’s name, social security number, medical or healthcare data, other protected health information, drivers license number, state identification number, credit card number, debit card number, address, telephone number, account number, account histories, or passwords; and 2.other nonpublic personal information as defined in Privacy Regulations; in any format. Personal Information shall not include information that is lawfully made available to the general public for any reason, including but not limited to information from federal, state or local government records. O.Personal Injury means injury arising out of one or more of the following offenses: 1.false arrest, detention or imprisonment; 2.malicious prosecution; 3.libel, slander, or other defamatory or disparaging material; 4.publication or an utterance in violation of an individual’s right to privacy; and 5.wrongful entry or eviction, or other invasion of the right to private occupancy. P.Policy means, collectively, the Declarations, attached policy form and any endorsements. BOP-45202 (02/15)Page 4 of 13© 2015 Q.Policy Period means the period of time specified in the Policy Declarations, subject to any applicable prior termination pursuant to Section XII, Termination of the Policy. R.Privacy Policy means the Insured’s policy for managing, storing, destroying, use, disclosure, and access to Personal Information. S.Privacy Regulations means the following statutes and regulations associated with the care, custody, control or use of personally identifiable financial, medical or other sensitive information: 1.Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191) and Health Information Technology for Economic and Clinical Health Act; 2.Gramm-Leach-Bliley Act of 1999; 3.the California Security Breach Notification Act (CA SB 1386) and Massachusetts 201 CMR 17; 4.Identity Theft Red Flags under the Fair and Accurate Credit Transactions Act of 2003; 5.Section 5(a) of the Federal Trade Commission Act, 15 U.S.C. § 45(a), but solely for alleged violations of unfair or deceptive acts or practices in or affecting commerce, and 6.other similar state or federal identity theft and privacy protection legislation of the United States of America, its territories or possessions, that requires commercial entities that collect Personal Information to post privacy policies, adopt specific privacy or security controls, or notify individuals in the event that Personal Information has potentially been compromised. T.Property Damage means: 1.physical injury to, or loss or destruction of, tangible property, including the loss of use thereof; and 2.loss of use of tangible property which has not been physically injured, lost, damaged or destroyed. However, Property Damage does not mean physical injury to, loss or destruction of, or loss of use of intangible property, including data. U.Regulatory Proceeding means a request for information, demand, suit, civil investigation or civil proceeding by or on behalf of a government agency, commenced by a service of a complaint or similar pleading alleging the violation of Privacy Regulations as a result of the Insured’s Wrongful Act, and which may reasonably be expected to give rise to a covered Claim under Insuring Agreement A of this Endorsement. V.Retroactive Date means the date specified in the Policy Declarations, for the applicable Insuring Agreement. W.Subsidiary means any entity that is not formed as a partnership or joint venture of which the Named Insured owns or has the right to vote more than 50% of the outstanding voting securities representing the present right to vote for election of directors, or the managers or members of the board of managers or equivalent executives of a limited liability company, on or before the inception date of this Endorsement, either directly or indirectly, in any combination, by one or more other Subsidiaries. X.Trade Secret means information, including a formula, pattern, compilation, program, device, method, technique or process, that derives independent economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain value from its disclosure or use, so long as reasonable efforts have been made to maintain its secrecy. Y.Website means the software, content and other materials accessible via the Internet at a designated Uniform Resource Locator address. Z.Wrongful Act means any error, misstatement, misleading statement, act, omission, neglect, breach of duty, or Personal Injury offense actually or allegedly committed or attempted by any Insured, in their capacity as such, resulting in: 1.With respect only to Insuring Agreement A: a.the failure by the Insured or by an independent contractor for which the Insured is legally responsible to properly handle, manage, store, destroy or otherwise control: i.Personal Information; or ii.third party corporate information in any format provided to the Insured and specifically identified as confidential and protected under a nondisclosure agreement or similar contract with the Named Insured or Subsidiary; or BOP-45202 (02/15)Page 5 of 13© 2015 b.an unintentional violation of the Insured’s privacy policy that results in the violation of any Privacy Regulation. 2.With respect only to Insuring Agreement B, the failure by the Insured or by an independent contractor for which the Insured is legally responsible to properly handle, manage, store, destroy or otherwise control Personal Information. AA.Wrongful Employment Practices means any actual or alleged: 1.wrongful dismissal or discharge or termination of employment, whether actual or constructive; 2.employment-related misrepresentation; 3.violation of any federal, state, or local laws (whether common or statutory) concerning employment or discrimination in employment; 4.sexual harassment or other unlawful workplace harassment; 5.wrongful deprivation of a career opportunity or failure to employ or promote; 6.wrongful discipline of employees; 7.retaliation against employees for the exercise of any legally protected right or for engaging in any legally protected activity; 8.negligent evaluation of employees; 9.failure to adopt adequate workplace or employment policies and procedures; 10.employment-related libel, slander, or defamation; 11.employment-related invasion of privacy, except with respect to that part of any Claim arising out of the loss of Personal Information which is otherwise covered under Insuring Agreement A of this Endorsement; 12.employment-related wrongful infliction of emotional distress, except with respect to that part of any Claim arising out of the loss of Personal Information which is otherwise covered under Insuring Agreement A of this Endorsement; and 13.any actual or alleged discrimination, sexual harassment, or violation of a natural person’s civil rights relating to such discrimination or sexual harassment, whether direct, indirect, intentional or unintentional. The foregoing definitions shall apply equally to the singular and plural forms of the respective words. III.EXCLUSIONS The Insurer shall not be liable for Damages, Claims Expenses, or Data Breach Expenses on account of any Claim: A.alleging, based upon, arising out of or attributable to any dishonest, fraudulent, criminal, or malicious act, error or omission, or any intentional or knowing violation of the law by an Insured. B.alleging, based upon, arising out of or attributable to any Bodily Injury or Property Damage. C.for breach of any express, implied, actual or constructive contract, warranty, guarantee, or promise, including any actual or alleged liability assumed by the Insured, unless such liability would have attached to the Insured even in the absence of such contract, warranty, guarantee, or promise. D.alleging, based upon, arising out of or attributable to any: 1.illegal discrimination of any kind; 2.humiliation, harassment or misconduct based upon, arising out of or related to any such discrimination; 3.Wrongful Employment Practices. E.alleging, based upon, arising out of or attributable to any price fixing, restraint of trade, monopolization, unfair trade practices or other violation of the Federal Trade Commission Act, the Sherman Anti-Trust Act, the Clayton Act, or any other federal statutory provision involving antitrust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade activities, and any amendments thereto or any rules or regulations promulgated thereunder or in connection with such statutes, or any similar provision of any federal, state, or local statutory law or common law anywhere in the world. However, with respect to a BOP-45202 (02/15)Page 6 of 13© 2015 Wrongful Act expressly covered under Insuring Agreement A, this exclusion shall not apply to a Regulatory Proceeding for that portion of Damages or Claims Expenses allocated to numbered paragraph 5 of Privacy Regulations. F.alleging, based upon, arising out of or attributable to any violation of the Employee Retirement Income Security Act of 1974, any rules or regulations promulgated thereunder, amendments thereto, or any similar federal, state or common law. G.alleging, based upon, arising out of or attributable to the gaining in fact of any profit, remuneration or financial advantage to which any Insured was not legally entitled. H.alleging, based upon, arising out of or attributable to any fees, expenses, or costs paid to or charged by the Insured. I.alleging, based upon, arising out of or attributable to a Wrongful Act actually or allegedly committed prior to the date of this Endorsement. J.alleging, based upon, arising out of, or attributable to: 1.any prior or pending litigation, Claims, demands, arbitration, administrative or regulatory proceeding or investigation which was filed or commenced against an Insured, and of which an Insured had notice, prior to the date of this Endorsement, or alleging or derived from the same or substantially the same fact, circumstance or situation underlying or alleged therein; or 2.any other Wrongful Act whenever occurring which, together with a Wrongful Act underlying or alleged therein would constitute Interrelated Wrongful Acts. K.alleging, based upon, arising out of, or attributable to: 1.any Wrongful Act, fact, circumstance or situation which has been the subject of any written notice given under any other policy before the effective date of this Endorsement; or 2.any other Wrongful Act whenever occurring which, together with a Wrongful Act which has been the subject of such notice, would constitute Interrelated Wrongful Acts. L.alleging, based upon, arising out of or attributable to any electrical or mechanical failures or interruption, including but not limited to any electrical disturbance, surge, spike, brownout or blackout, and outages to gas, water, telephone, cable, satellite, telecommunications or other infrastructure. M.alleging, based upon, arising out of or attributable to any failure, interruption, or outage to Internet access service provided by the Internet service provider that hosts the Insured’s Website. N.alleging, based upon, arising out of or attributable to fire, smoke, explosion, lightning, wind, flood, earthquake, volcanic eruption, tidal wave, landslide, hail, act of God or any other physical event, however caused. O.alleging, based upon, arising out of or attributable to war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), strike, lock-out, riot, civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power. P.alleging, based upon, arising out of or attributable to false, deceptive or unfair business practices, violation of consumer protection laws, or false or deceptive advertising. However, with respect to a Wrongful Act expressly covered under Insuring Agreement A, this exclusion shall not apply to a Regulatory Proceeding for that portion of Damages or Claims Expenses allocated to numbered paragraph 5 of Privacy Regulations. Q.alleging, based upon, arising out of or attributable to any validity, invalidity, infringement, violation or misappropriation of any patent or Trade Secret by or on behalf of the Insured. R.alleging, based upon, arising out of or attributable to any validity, invalidity, infringement, violation or misappropriation of any copyright, service mark, trade name, trademark or other intellectual property of any third party. S.alleging, based upon, arising out of or attributable to any unsolicited electronic dissemination of faxes, e- mails or other communications by or on behalf of the Insured to multiple actual or prospective customers of the Insured or any other third party, including but not limited to actions brought under the Telephone Consumer Protection Act, any federal or state anti-spam statutes, and/or any other federal or state statute, law or regulation relating to a person’s or entity’s right of seclusion. BOP-45202 (02/15)Page 7 of 13© 2015 T.alleging, based upon, arising out of or attributable to the collection of Personal Information by the Insured or the failure to provide adequate notice that such information is being collected. U.alleging, based upon, arising out of or attributable to the Insured’s intentional failure to disclose the loss of Personal Information in violation of any law or regulation. V.alleging, based upon, arising out of or attributable to the rendering of or the failure to render professional services by any Insured to others. W.or Data Breach Expenses alleging, based upon, arising out of or attributable to the failure to apply or to properly apply necessary software patches. IV.ESTATES, LEGAL REPRESENTATIVES AND SPOUSES The estates, heirs, legal representatives, assigns, spouses and Domestic Partners of Insureds shall be considered Insureds under this Endorsement, but coverage is afforded to such estates, heirs, legal representatives, assigns, spouses and Domestic Partners only for a Claim arising solely out of their status as such and, in the case of a spouse or Domestic Partner, where the Claim seeks damages from marital community property, jointly held property or property transferred from the Insured to the spouse or Domestic Partner. No coverage is provided for any Wrongful Act of an estate, heir, legal representative, assign, spouse or Domestic Partner. All of the terms and conditions of this Endorsement including, without limitation, the Retention shown in the Policy Declarations applicable to Damages, Claims Expenses, or Data Breach Expenses incurred by Insureds, shall also apply to Damages, Claims Expenses, or Data Breach Expenses incurred by such estates, heirs, legal representatives, assigns, spouses and Domestic Partners. V.EXTENDED REPORTING PERIODS If the Insurer terminates or does not renew this Policy (other than for failure to pay a premium when due), or if the Named Insured terminates or does not renew this Policy and does not obtain replacement coverage as of the effective date of such termination or nonrenewal, the Named Insured shall have the right, upon payment of the additional premium described below, to a continuation of the coverage granted by this Endorsement for at least one Extended Reporting Period as follows: A.Automatic Extended Reporting Period The Named Insured shall have continued coverage granted by this Endorsement for a period of 60 days following the effective date of such termination or nonrenewal, but only for Claims first made during such 60 days and arising from Wrongful Acts taking place prior to the effective date of such termination or nonrenewal. This Automatic Extended Reporting Period shall immediately expire upon the purchase of replacement coverage by the Named Insured. B.Optional Extended Reporting Period 1.The Named Insured shall have the right, upon payment of the additional premium set forth below, to an Optional Extended Reporting Period, for the period set forth below following the effective date of such termination or nonrenewal, but only for Claims first made during such Optional Extended Reporting Period and arising from Wrongful Acts taking place prior to the effective date of such termination or nonrenewal. The premium due for the Extended Reporting Period shall be: 100% of the annual premium for a 12-month Extended Reporting Period; 160% of the annual premium for a 24-month Extended Reporting Period; and 190% of the annual premium for a 36-month Extended Reporting Period. 2.This right to continue coverage shall lapse unless written notice of such election is given by the Named Insured to the Insurer, and the Insurer receives payment of the additional premium, within 60 days following the effective date of termination or nonrenewal. 3.The 60 days of the Optional Extended Reporting Period, if it becomes effective, shall run concurrently with the Automatic Extended Reporting Period. C.The Insurer shall give the Named Insured notice of the premium due for the Optional Extended Reporting Period as soon as practicable following the date the Named Insured gives such notice of such election, and such premium shall be paid by the Named Insured to the Insurer within 10 days BOP-45202 (02/15)Page 8 of 13© 2015 following the date of such notice by the Insurer of the premium due. The Optional Extended Reporting Period is not cancelable and the entire premium for the Optional Extended Reporting Period shall be deemed fully earned and non-refundable upon payment. D.The Automatic and Optional Extended Reporting Periods shall be part of and not in addition to the Limit of Liability for the immediately preceding Policy Period. The Automatic and Optional Extended Reporting Periods shall not increase or reinstate the Limit of Liability, which shall be the maximum liability of the Insurer for the Policy Period and the Automatic and Optional Extended Reporting Period, combined. E.A change in Policy terms, conditions, exclusions and/or premiums shall not be considered a nonrenewal for purposes of triggering the rights to the Automatic or Optional Extended Reporting Period. VI.LIMITS OF LIABILITY Regardless of the number of Insuring Agreements purchased under this Endorsement, Insureds against whom Claims are brought, Claims made or persons or entities making Claims: A.Limit of Liability for Insuring Agreements 1.With respect to Insuring Agreement A: a.the Each Claim Limit of Liability stated in the Policy Declarations is the Insurer’s maximum liability under Insuring Agreement A for the sum of all Damages and all Claims Expenses because of each Claim, including each Claim alleging any Interrelated Wrongful Acts, first made and reported during the Policy Period. b.the Aggregate Limit of Liability as stated in the Policy Declarations is the Insurer’s maximum liability under Insuring Agreement A for the sum of all Damages and all Claims Expenses because of all Claims combined in the aggregate, including all Claims alleging any Interrelated Wrongful Acts, first made and reported during the Policy Period. 2.With respect to Insuring Agreement B: a.the Each Claim Limit of Liability as stated in the Policy Declarations is the Insurer’s maximum liability under Insuring Agreement B for the sum of all Data Breach Expenses because of each Claim, including each Claim alleging any Interrelated Wrongful Acts, first made and reported during the Policy Period. b.the Aggregate Limit of Liability stated in the Policy Declarations is the Insurer’s maximum liability under Insuring Agreement B for the sum of all Data Breach Expenses because of all Claims combined in the aggregate, including all Claims alleging any Interrelated Wrongful Acts, first made and reported during the Policy Period. 3.All Claims arising out of the same Wrongful Act and all Interrelated Wrongful Acts of the Insureds shall be deemed to be one Claim, and such Claim shall be deemed to be first made on the date the earliest of such Claims is first made, regardless of whether such date is before or during the Policy Period. 4.Claims Expenses and Data Breach Expenses shall be part of and not in addition to the applicable Aggregate Limits of Liability stated in the Policy Declarations, and shall reduce such Aggregate Limits of Liability. If the applicable Limit of Liability is exhausted by payment of Damages, Claims Expenses, or Data Breach Expenses, the obligations of the Insurer under this Endorsement shall be completely fulfilled and extinguished. The Insurer is entitled to pay Damages, Claims Expenses, and Data Breach Expenses as they become due and payable by the Insureds, without consideration of other future payment obligations. B.Maximum Policy Aggregate Limit of Liability The Maximum Policy Aggregate Limit of Liability stated the Policy Declarations is the Insurer’s maximum liability under all Insuring Agreements for the sum of all Damages, all Claims Expenses, and all Data Breach Expenses because of all Claims under this Endorsement. C.All Claims arising out of the same Wrongful Act and all Interrelated Wrongful Acts of the Insureds shall be deemed to be one Claim, and such Claim shall be deemed to be first made on the date the earliest of such Claims is first made, regardless of whether such date is before or during the Policy BOP-45202 (02/15)Page 9 of 13© 2015 Period. All Damages, Claims Expenses, and Data Breach Expenses resulting from a single Claim shall be deemed, respectively, a single Damage, Claims Expense, or Data Breach Expense. D.Damages, Claims Expenses, and Data Breach Expenses shall be part of and not in addition to the applicable Limit(s) of Liability shown in the Policy Declarations and shall reduce such Limit(s) of Liability. If the Limit(s) of Liability are exhausted by payment of Damages, Claims Expenses, or Data Breach Expenses, the obligations of the Insurer under this Endorsement shall be completely fulfilled and extinguished. VII.RETENTION A.The liability of the Insurer shall apply only to that part of Damages, Claims Expenses, and Data Breach Expenses which are in excess of the applicable Retention amount shown in the Policy Declarations. Such Retention shall be borne uninsured by the Named Insured and at the risk of all Insureds. B.A single Retention amount shall apply to Damages, Claims Expenses, and Data Breach Expenses arising from all Claims alleging Interrelated Wrongful Acts. C.If different parts of a single Claim are subject to different Retentions, the applicable Retention shall be applied separately to each part of the Damages, Claim Expenses, and Data Breach Expenses, but the sum of such Retentions shall not exceed the largest applicable Retention. VIII.NOTICE A.The Insured shall, as a condition precedent to their rights under this Endorsement , give to the Insurer written notice of any Claim as soon as practicable, but in no event later than 30 days after the later of the end of the Policy Period, the Automatic Extended Reporting Period, or, if elected, the Optional Extended Reporting Period. B.If, during the Policy Period, the Insured becomes aware of any specific Wrongful Act which may reasonably give rise to a future Claim covered under this Endorsement , and if the Insureds give written notice to the Insurer during the Policy Period, the Automatic Extended Reporting Period, or, if elected, the Optional Extended Reporting Period of: 1.the identity of the potential claimants; 2.a description of the anticipated Wrongful Act allegations; 3.the identity of the Insureds allegedly involved; 4.the circumstances by which the Insureds first became aware of the Wrongful Act; 5.the consequences which have resulted or may result; and 6.the nature of the potential monetary damages; then any Claim which arises out of such Wrongful Act shall be deemed to have been first made at the time such written notice was received by the Insurer. No coverage is provided for fees, expenses and other costs incurred prior to the time such Wrongful Act results in a Claim. C.All notices under any provision of this Endorsement shall be in writing and given by prepaid express courier or certified mail properly addressed to the appropriate party. Notice to the Insureds may be given to the Named Insured at the address shown in the Policy Declarations. Notice to the Insurer of any Claim or Wrongful Act shall be given to the Insurer at the address set forth in the Policy Declarations. All other notices to the Insurer under this Endorsement shall be given to the Insurer at the address set forth in the Policy Declarations. Notice given as described above shall be deemed to be received and effective upon actual receipt thereof by the addressee, or one day following the date such notice is sent, whichever is earlier. D.No notice that may be given during the Policy Period under section VIII, Notice, at subsection B may be given during the Extended Reporting Periods, if elected. IX.DEFENSE AND SETTLEMENT A.Except as provided in Section IX, subsection B below, the Insurer shall have the right and duty to defend any covered Claim brought against the Insured even if such Claim is groundless, false or fraudulent. The Insured shall not: 1.admit or assume liability without the prior written consent of the Insurer; BOP-45202 (02/15)Page 10 of 13© 2015 2.settle or negotiate to settle any Claim unless such settlement fully resolves such Claim within the applicable Retention; or 3.incur any Claims Expenses or Data Breach Expenses without the prior written consent of the Insurer, and the Insurer shall have the right to appoint counsel and to make such investigation and defense of a covered Claim as it deems necessary. B.The Insurer shall have the right, but not the duty, to defend any Regulatory Proceeding. For such Claims the Insured shall select defense counsel from the Insurer’s list of approved law firms, and the Insurer reserves the right to associate in the defense of such Claims. C.The Insurer shall not settle any Claim without the written consent of the Named Insured. If the Named Insured refuses to consent to a settlement or a compromise recommended by the Insurer and acceptable to the claimant, then the Insurer’s Limit of Liability under this Endorsement with respect to such Claim shall be reduced to the amount of Damages for which the Claim could have been settled plus all Claims Expenses incurred up to the time the Insurer made its recommendation to the Named Insured, which amount shall not exceed that portion of any applicable Aggregate Limit of Liability that remains unexhausted by payment of Damages, Claims Expenses, or Data Breach Expenses or by any combination thereof. D.The Insurer shall not be obligated to investigate, defend, pay or settle, or continue to investigate, defend, pay or settle any Claim after any applicable Limit of Liability specified in the Policy Declarations has been exhausted by payment of Damages, Claims Expenses, or Data Breach Expenses, or by any combination thereof, or after the Insurer has deposited the remainder of any unexhausted applicable Limit of Liability into a court of competent jurisdiction. In either such case, the Insurer shall have the right to withdraw from the further investigation, defense, payment or settlement of such Claim by tendering control of such Claim to the Insured. E.The Insured shall cooperate with the Insurer, and provide to the Insurer all information and assistance which the Insurer reasonably requests including but not limited to attending hearings, depositions and trials and assistance in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and conducting the defense of any Claim covered by this Endorsement. The Insured shall do nothing that may prejudice the Insurer’s position. The Insureds shall immediately forward to the Insurer, at the address indicated in the Policy Declarations, every demand, notice, summons, or other process or pleading received by the Insured or its representatives. X.OTHER INSURANCE If any Damages, Claims Expenses, or Data Breach Expenses covered under this Endorsement are covered under any other valid and collectible insurance, then this Endorsement shall cover such Damages, Claims Expenses, or Data Breach Expenses, subject to the Endorsement terms and conditions, only to the extent that the amount of such Damages, Claims Expenses, or Data Breach Expenses are in excess of the amount of such other insurance whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the Limits of Liability provided by this Endorsement. XI.MATERIAL CHANGES IN CONDITIONS A.Acquisition or Creation of Another Organization If, during the Policy Period, the Named Insured: 1.acquires voting securities in another organization or creates another organization, which as a result of such acquisition or creation becomes a Subsidiary; or 2.acquires any organization by merger into or consolidation with the Named Insured; then, subject to the terms and conditions of this Endorsement, such organization shall be covered under this Endorsement but only with respect to Claims for Wrongful Acts taking place after such acquisition or creation, unless the Insurer agrees to provide coverage by endorsement for Wrongful Acts taking place prior to such acquisition or creation. BOP-45202 (02/15)Page 11 of 13© 2015 If the total assets of such acquired organization, as reflected in the then most recent consolidated financial statements of the organization, exceeds 10% of the total assets of the Named Insured and the Subsidiaries as reflected in the then most recent consolidated financial statements of the Named Insured, the Named Insured, as a condition precedent to coverage with respect to such Insureds, shall, no later than 60 days after the effective date of such acquisition or creation: 1.give written notice of such acquisition or creation to the Insurer; 2.pay any additional premium required by the Insurer; and 3.agree to any additional terms and conditions of this Endorsement as required by the Insurer. B.Acquisition of the Named Insured If, during the Policy Period, any of the following events occurs: 1.the acquisition of the Named Insured, or of all or substantially all of its assets, by another entity, or the merger or consolidation of the Named Insured into or with another entity such that the Named Insured is not the surviving entity; or 2.the obtaining by any person, entity or affiliated group of persons or entities of the right to elect, appoint or designate at least 50% of the directors of the Named Insured; then coverage under this Endorsement will continue in full force and effect until termination of this Endorsement, but only with respect to Claims for Wrongful Acts taking place before such event. Coverage under this Endorsement will cease as of the effective date of such event with respect to Claims for Wrongful Acts taking place after such event. This Endorsement may not be cancelled after the effective time of the event, and the entire premium for this Endorsement shall be deemed earned as of such time. C.Termination of a Subsidiary If before or during the Policy Period an organization ceases to be a Subsidiary, coverage with respect to such organization and its employees shall continue until termination of this Endorsement Such coverage continuation shall apply only with respect to Claims for Wrongful Acts taking place prior to the date such organization ceased to be a Subsidiary. XII.REPRESENTATIONS A.The Insureds represent and acknowledge that they: 1.reasonably maintain and update the Insured’s computer system, including the reasonable use, maintenance, upgrading and updating of its network security; 2.use industry acceptable third party antivirus, firewall, intrusion detection or other solutions to monitor network attacks, computer viruses, Trojan horses, bots, malicious code, software, spyware and malware activity; 3.use industry acceptable encryption technology; 4.properly apply necessary software patches; 5.maintain the performance of software so that such software: a.is not subject to expiration, cancellation, or withdrawal; b.is not released or used during its developmental state; or c.has passed all test runs and has proven successful in applicable daily operations; 6.comply with any state or federal Privacy Regulations and self-regulatory requirements around minimum data security standards; and that the above activities are a necessary condition precedent to coverage for any Claim hereunder. The statements and information contained in A1 – A6 above, including all information provided concerning network security policies and procedures, information management policies and procedures, and business continuity plans and policies, are true and accurate and: 1.are the basis of this Endorsement and are to be considered as incorporated into and constituting a part of this Endorsement; and 2.shall be deemed material to the acceptance of this risk or the hazard assumed by the Insurer under this Endorsement. B.It is understood and agreed that: BOP-45202 (02/15)Page 12 of 13© 2015 1.this Endorsement is issued in reliance upon the truth and accuracy of such representations; 2.the Insureds have and will provide accurate information with regard to loss control audits and network security assessments as required by the Insurer; and 3.if such representations or such information are not true, accurate and complete, this Endorsement shall be null and void in its entirety and the Insurer shall have no liability hereunder. XIII.TERMINATION A.This Endorsement shall terminate at the earliest of the following times: 1.the effective date of termination specified in a prior written notice by the Named Insured to the Insurer; 2.30 days after receipt by the Named Insured of a written notice of termination from the Insurer; 3.10 days after receipt by the Named Insured of a written notice of termination from the Insurer for failure to pay a premium when due, unless the premium is paid within such 10 day period; 4.upon expiration of the Policy Period as set forth in Item 2 of the Declarations; or 5.at such other time as may be agreed upon by the Insurer and the Named Insured. XIV.TERRITORY AND VALUATION A.Coverage provided under this Endorsement shall extend to Wrongful Acts and Claims taking place, brought or maintained in, and subject to the laws of, the United States of America, its territories or possessions. B.All premiums, limits, retentions, Damages, Claims Expenses, Data Breach Expenses, and any other amounts under this Endorsement are expressed and payable in the currency of the United States of America. If judgment is rendered, settlement is denominated or another element of loss under this Endorsement is stated in a currency other than United States of America dollars, payment under this Endorsement shall be made in United States dollars at the applicable rate of exchange as published in The Wall Street Journal as of the date the final judgment is reached, the amount of the settlement is agreed upon or the other element of loss is due, respectively, or, if not published on such date, the next date of publication of The Wall Street Journal. XV.SUBROGATION In the event of any payment under this Endorsement, the Insurer shall be subrogated to the extent of such payment to all the rights of recovery of the Insureds. The Insureds shall execute all papers required and shall do everything necessary to secure and preserve such rights, including the execution of such documents necessary to enable the Insurer effectively to bring suit or otherwise pursue subrogation rights in the name of the Insureds. XVI.ACTION AGAINST THE INSURER AND BANKRUPTCY Except as provided in Section XIX, Alternative Dispute Resolution, no action shall lie against the Insurer. No person or organization shall have any right under this Endorsement to join the Insurer as a party to any action against any Insured to determine the liability of the Insured nor shall the Insurer be impleaded by any Insured or its legal representatives. Bankruptcy or insolvency of any Insured or of the estate of any Insured shall not relieve the Insurer of its obligations nor deprive the Insurer of its rights or defenses under this Endorsement. XVII.AUTHORIZATION CLAUSE By acceptance of this Endorsement, the Named Insured agrees to act on behalf of all Insureds with respect to the giving of notice of Claim, the giving or receiving of notice of termination or nonrenewal, the payment of premiums, the receiving of any premiums that may become due under this Endorsement , the agreement to and acceptance of endorsements, consenting to any settlement, exercising the right to the Extended Reporting Period, and the giving or receiving of any other notice provided for in this Endorsement, and all Insureds agree that the Named Insured shall so act on their behalf. XVIII.ALTERATION, ASSIGNMENT AND HEADINGS A.Notice to any agent or knowledge possessed by any agent or by any other person shall not affect a waiver or a change in any part of this Endorsement nor prevent the Insurer from asserting any right under the terms of this Endorsement. B.No change in, modification of, or assignment of interest under this Endorsement shall be effective except when made by a written endorsement which is signed by an authorized representative of the Insurer. BOP-45202 (02/15)Page 13 of 13© 2015 C.The titles and headings to the various parts, sections, and subsections of this Endorsement are included solely for ease of reference and do not in any way limit, expand or otherwise affect the provisions of such parts, sections, or subsections. XIX.ALTERNATIVE DISPUTE RESOLUTION The Insureds and the Insurer shall submit any dispute or controversy arising out of or relating to this Endorsement or the breach, termination or invalidity thereof to the alternative dispute resolution (“ADR”) process set forth in this Section. Either an Insured or the Insurer may elect the type of ADR process discussed below; provided, however, that the Insured shall have the right to reject the choice by the Insurer of the type of ADR process at any time prior to its commencement, in which case the choice by the Insured of ADR process shall control. There shall be two choices of ADR process: (1) non-binding Mediation administered by any Mediation facility to which the Insurer and the Insured mutually agree, in which the Insured and the Insurer shall try in good faith to settle the dispute by Mediation in accordance with the then-prevailing commercial Mediation rules of the Mediation facility; or (2) arbitration submitted to any arbitration facility to which the Insured and the Insurer mutually agree, in which the arbitration panel shall consist of three disinterested individuals. In either Mediation or arbitration, the mediator or arbitrators shall have knowledge of the legal, corporate management, or insurance issues relevant to the matters in dispute. In the event of arbitration, the decision of the arbitrators shall be final and binding and provided to both parties, and the award of the arbitrators shall not include attorneys’ fees or other costs. In the event of Mediation, either party shall have the right to commence a judicial proceeding; provided, however, that no such judicial proceeding shall be commenced until at least 60 days after the date the Mediation shall be deemed concluded or terminated. In all events, each party shall share equally the expenses of the ADR process. Either ADR process may be commenced in New York, New York or in the state indicated in the Policy Declarations as the principal address of the Named Insured. The Named Insured shall act on behalf of each and every Insured in connection with any ADR process under this Section. XX.INTERPRETATION The terms and conditions of this Endorsement shall be interpreted and construed in an evenhanded fashion as between the parties. If the language of this Endorsement is deemed to be ambiguous or otherwise unclear, the issue shall be resolved in the manner most consistent with the relevant terms and conditions, without regard to authorship of the language, without any presumption or arbitrary interpretation or construction in favor of either the Insureds or the Insurer and without reference to the reasonable expectations of either the Insureds or the Insurer. All other terms and conditions of the Policy remain unchanged. POLICY NUMBER: BUSINESSOWNERS BP 04 50 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 04 50 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Liability is amended as follows: A. The following is added to Paragraph C. Who Is An Insured: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. 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 insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. D95207236 P.O. Box 947, , Murrieta, CA 92564City of Carlsbad c/o EXIGIS Insurance Compliance Page 2 of 2 © Insurance Services Office, Inc., 2012 BP 04 50 07 13 C. With respect to the insurance afforded to these additional insureds, the following is added to Paragraph D. Liability And Medical Expenses 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 Declarations. POLICY NUMBER: D95207236 BUSINESSOWNERS BP 12 01 08 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 12 01 08 10 © Insurance Services Office, Inc., 2009 Page 1 of 2  BUSINESSOWNERS POLICY CHANGES THIS ENDORSEMENT FORMS A PART OF THE POLICY NUMBERED BELOW. POLICY NUMBER POLICY CHANGES EFFECTIVE COMPANY D95207236 04-23-2020 ACE Fire Underwriters Insurance Company NAMED INSURED AUTHORIZED REPRESENTATIVE JAVA-TECH INC Internal Users CHANGES Add Additional Insured City of Carlsbad c/o EXIGIS Insurance Compliance Endorsement Increase GL to $2m/$4m, add 30 Day NOC POLICY AMOUNT AND PREMIUM ADJUSTMENT Limits Of Insurance Premiums Add'l PremiumCoverage Description Previous Limit Of Insurance New Limit Of Insurance Previous Premium New Premium Return Premium OPTIONAL COVERAGES Add'l PremiumThe following optional coverages are added under this policy when designated by an "X" in the box(es) shown below. Return Premium Limits Of Insurance Outdoor Signs (Location#1) $$ Burglary and Robbery $ (Named Peril Endorsement only)$ $ Inside the Premises Outside the Premises Or Money and Securities $ $ Inside the Premises Outside the Premises $ Employee Dishonesty $each occurrence $ Equipment Breakdown (Location #1, 0) $$ Page 2 of 2 © Insurance Services Office, Inc., 2009 BP 12 01 08 10  TOTAL PREMIUM ADJUSTMENTS PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE ADDITIONAL RETURN $71 $ REMOVAL PERMIT If Covered Property is removed to a new location that is described on this Policy Change, you may extend this insurance to include that Covered Property at each location during the removal. Coverage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change; after that, this insurance does not apply at the previous location. Authorized Representative Signature BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 1 of 11 BUSINESSOWNERS LIABILITY EXTENSION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWERS COVERAGE FORM TABLE OF CONTENTS Page Supplementary Payments – Bail Bonds And Bonds To Appeal Judgments – No Sublimit 2 Medical Expenses – Three Years To Report Expenses 2 Non-Owned Watercraft Under 55 Feet 2 Non-Owned Aircraft 2 Damage To Property – Exception For Equipment Loaned Or Rented To Insured 2 Who Is An Insured – Subsidiaries Or Newly Acquired Or Formed Organizations 3 Who Is An Insured – Employees (Including For CPR and First Aid) And Volunteer Workers 3 Additional Insured – Lessor Of Leased Equipment 4 Additional Insured – Managers Or Lessors Of Premises 4 Additional Insured - Vendors 5 Additional Insured – Other Persons Or Organizations Pursuant To Contract Or Agreement 6 Damage To Premises Rented To You – $1,000,000 7 Per Location General Aggregate Limit With Combined Total Aggregate Limit 8 Knowledge/Notice Of Occurrence 9 Bodily Injury, Including Resulting Mental Anguish 9 Coverage Territory, Limited Worldwide 10 Unintentional Failure To Disclose Hazards 10 Other Insurance, Including Primary Provision 10 Waiver Of Subrogation Required By Contract 12 This endorsement modifies the coverages provided under the Businessowners Coverage Form. Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as provided in this endorsement. The titles of the various paragraphs of this endorsement are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. A.SUPPLEMENTARY PAYMENTS – BAIL BONDS AND BONDS TO APPEAL JUDGMENTS - NO SUBLIMIT In Section II - Liability, Paragraph A. Coverages, 1. f. Coverage Extension – Supplementary Payments, subparagraphs (1)(b) and (c) are replaced by the following: (b)The cost of bail bonds, but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. (c)The cost of bonds to appeal judgments or release attachments, but only for amounts within the available limit of insurance. We do not have to furnish these bonds. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 2 of 11 B.MEDICAL EXPENSES – THREE YEARS TO REPORT EXPENSES In Section II – Liability, Paragraph A. Coverages, 2. Medical Expenses, subparagraph a.(b) is replaced by the following: (b)The expenses are incurred and reported to us within three years of the date of the accident; and C.NON-OWNED WATERCRAFT UNDER 55 FEET In Section II - Liability, Paragraph B. Exclusions, subparagraph (2) of Exclusion 1.g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2)A watercraft you do not own that is: (a)Less than 55 feet long; and (b)Not being used to carry persons or property for a charge; D.NON-OWNED AIRCRAFT In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.g. Aircraft, Auto or Watercraft in Section II – Liability: This exclusion does not apply to an aircraft you do not own provided: 1.The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2.It is rented with a trained, paid crew; and 3.It does not transport persons or cargo for a charge. E.DAMAGE TO PROPERTY - EXCEPTION FOR EQUIPMENT LOANED OR RENTED TO THE INSURED In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.k. Damage To Property: Paragraphs (3) and (4) of this exclusion do not apply to “property damage” to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. F.WHO IS AN INSURED - SUBSIDIARIES OR NEWLY ACQUIRED OR FORMED ORGANIZATIONS In Section II - Liability, Paragraph C. Who is an Insured is amended to include the following: If there is no other insurance available, each of the following is also a Named Insured: 1.A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization; or BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 3 of 11 2.A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. G.WHO IS AN INSURED - EMPLOYEES (INCLUDING CPR AND FIRST AID) AND VOLUNTEER WORKERS In Section II - Liability, Paragraph C. Who is an Insured, Paragraph 2.a. is replaced by the following: 2.Each of the following is also an insured: a.Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no “employee” is an insured for: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or to any co-“employee” while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b)To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (a) above; or (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (a) or (b) above. With respect to “bodily injury” only, the limitations described in Paragraph 2.a.(1) above do not apply to you or to your directors, managers, members, “executive officers”, partners or supervisors as insureds. The limitations also do not apply to your “employees” as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an “employee”. (2)"Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or by any of your “employees”. This limitation does not apply to “property damage” to premises while rented to you or temporarily occupied by you with the permission of the owner. b.Your “volunteer workers”, but only while acting within the scope of their activities for you and at your direction. H.ADDITIONAL INSUREDS In Section II - Liability, Paragraph C. Who is an Insured, the following is added: 2.Each of the following is also an insured: LESSOR OF LEASED EQUIPMENT BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 4 of 11 e.Any person or organization from whom you lease equipment, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1)Only applies to the extent permitted by law; and (2)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 any "occurrence" which takes place after the equipment lease expires. MANAGERS OR LESSORS OF PREMISES f.Any person or organization from whom you lease premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1)Only applies to the extent permitted by law; and (2)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, the following additional exclusions apply: This insurance does not apply to: (1)Any “occurrence” that takes place after you cease to be a tenant in such premises. (2)Structural alterations, new construction or demolition operations performed by or for such additional insureds. VENDORS g.Any person or organization who is a vendor of “your products”, 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. However: (1)The insurance afforded to such vendor only applies to the extent permitted by law; and (2)If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 5 of 11 With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1)This insurance afforded the vendor does not apply to: (a)“Bodily injury” or “property damage” for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to the 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 (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 Subparagraph (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. With respect to the insurance afforded to these vendors, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided by the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor 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; BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 6 of 11 whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. OTHER PERSONS OR ORGANIZATIONS PURSUANT TO CONTRACT OR AGREEMENT h.Any persons or organizations that you are required by a contract or agreement to provide with such insurance as is afforded by this policy. However, such a person or organization is an insured only: (1)To the extent such contract or agreement requires the additional insured to be afforded status as an insured; and (2)For activities that did not occur, in whole or in part, before the execution of the contract or agreement. No person or organization is an insured under this provision: (1)That is more specifically identified under any other provision of Paragraph C. Who Is An Insured (regardless of any limitation applicable thereto). (2)With respect to any assumption of liability in a contract or agreement. This limitation does not apply to the liability for damages the additional insured would have in the absence of the contract or agreement. However, the insurance afforded to such persons or organizations: (1)Only applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. The following is added at the end of Paragraph C. Who Is An Insured: 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. However, no person or organization is an insured with respect to the: a.Ownership, maintenance or use of any assets; or b.Conduct of any person or organization whose assets, business or organization; any Named Insured acquires, either directly or indirectly, for any: (1)“Bodily injury” or “property damage” that occurred; or (2)“Personal and advertising injury” arising out of an offense first committed; in whole or in part, before such acquisition is executed. With respect to the insurance afforded to the persons or organizations described in Paragraphs e., f.,. and h. above, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 7 of 11 The most we will pay on behalf of such person or organization 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 shall not increase the applicable Limits Of Insurance shown in the Declarations. I.DAMAGE TO PREMISES RENTED TO YOU – $1,000,000 In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, Paragraphs 3. and 4. are deleted and replaced with the following: 3.Subject to the Liability And Medical Expenses Limits Of Insurance, the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises while rented to you or while temporarily occupied by you with permission of the owner is $1,000,000. 4.Aggregate Limits The most we will pay for: a.All “bodily injury” and “property damage” that is included in the “products-completed operations hazard” is twice the Liability and Medical Expenses limit. b.All: (1)“Bodily injury” and “property damage” except damages because of “bodily injury” or “property damage” included in the “products-completed operations hazard”; (2)Plus medical expenses; (3)Plus all “personal and advertising injury” caused by offenses committed; is twice the Liability and Medical Expenses Limit. The Limits of Insurance of Section II – Liability 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. J.PER LOCATION GENERAL AGGREGATE LIMIT WITH COMBINED TOTAL AGGREGATE LIMIT In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, the following is added: BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 8 of 11 1.Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the insured becomes legally obligated to pay for all "bodily injury" and “property damage” caused by "occurrences" under Paragraph A.1. Business Liability, and for all medical expenses caused by accidents under Paragraph A.2. Medical Expenses, which can be attributed only to a single "location": a.A separate Location General Aggregate Limit will apply to each "location", and that limit is equal to the Other than Products/Completed Operations Aggregate Limit shown in the Declarations. b.The separate Location General Aggregate Limit is the most we will pay for the sum of all damages for "bodily injury" or "property damage" under Paragraph A.1. Business Liability, except in connection with "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under Paragraph A.2. Medical Expenses, regardless of the number of: (1)Insureds; (2)Claims made or "suits" brought; or (3)Persons or organizations making claims or bringing "suits". c.Any payments made under Paragraph A.1. or under Paragraph A.2. Medical Expenses shall reduce the separate Location General Aggregate Limit for that "location". Such payments shall not reduce the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations nor shall they reduce the separate Location General Aggregate Limit for any other "location”. d.The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations, such limits will be subject to the applicable separate Location General Aggregate Limit. 2.Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the Insured becomes legally obligated to pay for all "bodily injury" or "property damage" caused by occurrences under Paragraph A.1. Business Liability and for all medical expenses caused by accidents under Paragraph A.2., which cannot be attributed only to operations at a single "location". a.Any payments made under Paragraph A.1. Business Liability for damages or under Paragraph A.2. for medical expenses shall reduce the amount available under the Other Than Products/Completed Operations Aggregate Limit or the Products/Completed Operations Aggregate Limit, whichever is applicable; and b.Such payments shall not reduce the separate Location General Aggregate Limit applicable to a single "location". 3.Subject to the separate Location General Aggregate Limit and all other applicable limits, the Combined Total Aggregate Limit shown in the Declarations is the most we will pay for the combined sum of amounts described above, regardless of the number of “locations”. 4.Any payments we make for "bodily injury" or "property damage" included in the “products-completed operations hazard” will reduce the Products-Completed Operations Aggregate Limit regardless of the number of "locations", and not reduce the Other Than Products/Completed Operations Aggregate Limit nor the separate Location General Aggregate Limit applicable to a single "location.” 5.As used in this endorsement, “location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6.The provisions of Paragraph D. Liability and Medical Expenses Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 9 of 11 K.KNOWLEDGE/NOTICE OF OCCURRENCE In Section II - Liability, Paragraph E. Liability and Medical Expenses General Conditions, 2. Duties In the Event Of Occurrence, Offense, Claim or Suit is amended to include the following: e.Knowledge of an “occurrence” or offense by an agent or “employee” of the insured will not constitute knowledge by the insured, unless an “executive officer” (whether or not an “employee”) of any insured or an “executive officer’s” designee knows about such “occurrence” or offense. Failure of an agent or “employee” of the insured, other than an “executive officer” (whether or not an “employee”) of any insured or an “executive officer’s” designee, to notify us of an “occurrence” or offense that such person knows about will not affect the insurance afforded to you. f.If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. L.BODILY INJURY, INCLUDING RESULTING MENTAL ANGUISH In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 3. is deleted and replaced with the following: 3."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease; sustained by a person, including resulting death, humiliation, mental anguish, mental injury or shock at any time. All such loss shall be deemed to occur at the time of the physical injury, sickness or disease. M.COVERAGE TERRITORY, LIMITED WORLDWIDE In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 4. is deleted and replaced by the following: 4."Coverage territory" means all parts of the world. However, “coverage territory” does not include any: a.“Bodily injury” or “property damage” that takes place or any offense committed outside of the United States of America (including its possessions and territories), Canada and Puerto Rico, unless the insured’s responsibility to pay damages is determined by a “suit” on the merits that is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico; or b.Injury or damage in connection with any “suit” brought outside the United States of America (including its possessions and territories), Canada and Puerto Rico. BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 10 of 11 N.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS In Section III – Common Policy Conditions, Paragraph C. Concealment, Misrepresentation or Fraud is amended to include the following additional paragraph: Unintentional failure of an “employee” of the insured to disclose a hazard or other material information will not violate this condition, unless an “executive officer” (whether or not an “employee”) of any insured knows about such hazard or other material information. . O.OTHER INSURANCE, INCLUDING PRIMARY PROVISION In Section III – Common Policy Conditions, Paragraph H. Other Insurance, subparagraphs 2. and 3. are replaced by the following: H. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this insurance, our obligations are limited as follows: 1.Primary Insurance This insurance is primary except when Paragraph 2 below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph 3 below. 2.Excess Insurance a.This insurance is excess over: (1)Any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder’s Risk, Installation Risk or similar coverage for “your work”; (b)That is insurance that applies to “property damage” to premises rented to you or temporarily occupied by you with permission of the owner; or (c)If the loss arises out of aircraft, “autos” or watercraft to the extent not subject to Exclusion g. of Section II.B. Exclusions, 1. Applicable to Business Liability Coverage; or (2)Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured. b.When this insurance is excess, we will have no duty 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. c.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; BOP-47675 (03/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 11 of 11 (2)The total of all deductible and self-insured amounts under all that other insurance. d.We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not brought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 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. P.WAIVER OF SUBROGATION REQUIRED BY CONTRACT In Section III – Common Policy Conditions, Paragraph K. Transfer of Rights of Recovery Against Others To Us, subparagraph 2. is replaced by the following: 2.Applicable to Businessowners Liability Coverage: We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured’s rights to recover all or part of any payment made under this Coverage Part have not been waived, 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. This paragraph does not apply to Medical Expenses Coverage. All other terms and conditions of the policy remain unchanged. BOP-47643 (03/16)Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016. Page 1 of 1 EMPLOYMENT- RELATED PRACTICES EXCLUSION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following exclusion is added to Paragraph B.1. Exclusions – Applicable To Business Liability Coverage in Section II – Liability: 1.This insurance does not apply to any damages, loss, cost or expense sustained at any time by any person, whether or not sustained in the course of employment by any insured, arising out of any employment-related act, omission, policy, practice or representation directed at such person, occurring in whole or in part at any time, including any: a.Arrest, detention or imprisonment; b.Breach of any express or implied covenant; c.Coercion, criticism, humiliation, prosecution or retaliation; d.Defamation or disparagement; e.Demotion, discipline, evaluation or reassignment; f.Discrimination, harassment or segregation; g.(1)Eviction; or (2)Invasion or other violation of any right of occupancy; h.Failure or refusal to advance, compensate, employ or promote; i.Invasion or other violation of any right of privacy or publicity; j.Termination of employment; or k.Other employment-related act, omission policy, practice, representation or relationship in connection with any insured at any time. 2.This insurance does not apply to any damages, loss, cost or expense sustained at any time by any spouse, child, parent, brother or sister of such person at whom any employment-related act, omission, policy, practice or representation is directed, as described in Paragraph 1. above, as a consequence thereof. 3.Paragraphs 1. and 2. above: a.Apply regardless of the capacity in which the insured may be liable; and b.Also apply to any obligation to share any damages with or repay any person or organization that must pay any damages, loss, cost or expense because of any of the foregoing. BOP-47675a (07/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 1 of 11 BUSINESSOWNERS LIABILITY EXTENSION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWERS COVERAGE FORM TABLE OF CONTENTS Page Supplementary Payments – Bail Bonds And Bonds To Appeal Judgments – No Sublimit 2 Medical Expenses – Three Years To Report Expenses 2 Non-Owned Watercraft Under 55 Feet 2 Non-Owned Aircraft 2 Damage To Property – Exception For Equipment Loaned Or Rented To Insured 2 Who Is An Insured – Subsidiaries Or Newly Acquired Or Formed Organizations 3 Who Is An Insured – Employees (Including For CPR and First Aid) And Volunteer Workers 3 Additional Insured – Lessor Of Leased Equipment 4 Additional Insured – Managers Or Lessors Of Premises 4 Additional Insured - Vendors 5 Additional Insured – Other Persons Or Organizations Pursuant To Contract Or Agreement 6 Damage To Premises Rented To You – $1,000,000 7 Per Location General Aggregate Limit With Combined Total Aggregate Limit 8 Knowledge/Notice Of Occurrence 9 Bodily Injury, Including Resulting Mental Anguish 9 Coverage Territory, Limited Worldwide 10 Unintentional Failure To Disclose Hazards 10 Other Insurance, Including Primary Provision 10 Waiver Of Subrogation Required By Contract 12 This endorsement modifies the coverages provided under the Businessowners Coverage Form. Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as provided in this endorsement. The titles of the various paragraphs of this endorsement are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. A.SUPPLEMENTARY PAYMENTS – BAIL BONDS AND BONDS TO APPEAL JUDGMENTS - NO SUBLIMIT In Section II - Liability, Paragraph A. Coverages, 1. f. Coverage Extension – Supplementary Payments, subparagraphs (1)(b) and (c) are replaced by the following: (b)The cost of bail bonds, but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. (c)The cost of bonds to appeal judgments or release attachments, but only for amounts within the available limit of insurance. We do not have to furnish these bonds. BOP-47675a (07/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 2 of 11 B.MEDICAL EXPENSES – THREE YEARS TO REPORT EXPENSES In Section II – Liability, Paragraph A. Coverages, 2. Medical Expenses, subparagraph a.(b) is replaced by the following: (b)The expenses are incurred and reported to us within three years of the date of the accident; and C.NON-OWNED WATERCRAFT UNDER 55 FEET In Section II - Liability, Paragraph B. Exclusions, subparagraph (2) of Exclusion 1.g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2)A watercraft you do not own that is: (a)Less than 55 feet long; and (b)Not being used to carry persons or property for a charge; D.NON-OWNED AIRCRAFT In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.g. Aircraft, Auto or Watercraft in Section II – Liability: This exclusion does not apply to an aircraft you do not own provided: 1.The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2.It is rented with a trained, paid crew; and 3.It does not transport persons or cargo for a charge. E.DAMAGE TO PROPERTY - EXCEPTION FOR EQUIPMENT LOANED OR RENTED TO THE INSURED In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.k. Damage To Property: Paragraphs (3) and (4) of this exclusion do not apply to “property damage” to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. F.WHO IS AN INSURED - SUBSIDIARIES OR NEWLY ACQUIRED OR FORMED ORGANIZATIONS In Section II - Liability, Paragraph C. Who is an Insured is amended to include the following: If there is no other insurance available, each of the following is also a Named Insured: 1.A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization; or BOP-47675a (07/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 3 of 11 2.A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. G.WHO IS AN INSURED - EMPLOYEES (INCLUDING CPR AND FIRST AID) AND VOLUNTEER WORKERS In Section II - Liability, Paragraph C. Who is an Insured, Paragraph 2.a. is replaced by the following: 2.Each of the following is also an insured: a.Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no “employee” is an insured for: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or to any co-“employee” while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b)To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (a) above; or (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (a) or (b) above. With respect to “bodily injury” only, the limitations described in Paragraph 2.a.(1) above do not apply to you or to your directors, managers, members, “executive officers”, partners or supervisors as insureds. The limitations also do not apply to your “employees” as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an “employee”. (2)"Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or by any of your “employees”. This limitation does not apply to “property damage” to premises while rented to you or temporarily occupied by you with the permission of the owner. b.Your “volunteer workers”, but only while acting within the scope of their activities for you and at your direction. H.ADDITIONAL INSUREDS In Section II - Liability, Paragraph C. Who is an Insured, the following is added: 2.Each of the following is also an insured: LESSOR OF LEASED EQUIPMENT BOP-47675a (07/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 4 of 11 e.Any person or organization from whom you lease equipment, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1)Only applies to the extent permitted by law; and (2)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 any "occurrence" which takes place after the equipment lease expires. MANAGERS OR LESSORS OF PREMISES f.Any person or organization from whom you lease premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1)Only applies to the extent permitted by law; and (2)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, the following additional exclusions apply: This insurance does not apply to: (1)Any “occurrence” that takes place after you cease to be a tenant in such premises. (2)Structural alterations, new construction or demolition operations performed by or for such additional insureds. VENDORS g.Any person or organization who is a vendor of “your products”, 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. However: (1)The insurance afforded to such vendor only applies to the extent permitted by law; and (2)If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. BOP-47675a (07/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 5 of 11 With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1)This insurance afforded the vendor does not apply to: (a)“Bodily injury” or “property damage” for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to the 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 (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 Subparagraph (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. With respect to the insurance afforded to these vendors, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided by the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor 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; BOP-47675a (07/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 6 of 11 whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. OTHER PERSONS OR ORGANIZATIONS PURSUANT TO CONTRACT OR AGREEMENT h.Any persons or organizations that you are required by a contract or agreement to provide with such insurance as is afforded by this policy. However, such a person or organization is an insured only: (1)To the extent such contract or agreement requires the additional insured to be afforded status as an insured; and (2)For activities that did not occur, in whole or in part, before the execution of the contract or agreement. No person or organization is an insured under this provision: (1)That is more specifically identified under any other provision of Paragraph C. Who Is An Insured (regardless of any limitation applicable thereto). (2)With respect to any assumption of liability in a contract or agreement. This limitation does not apply to the liability for damages the additional insured would have in the absence of the contract or agreement. However, the insurance afforded to such persons or organizations: (1)Only applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. The following is added at the end of Paragraph C. Who Is An Insured: 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. However, no person or organization is an insured with respect to the: a.Ownership, maintenance or use of any assets; or b.Conduct of any person or organization whose assets, business or organization; any Named Insured acquires, either directly or indirectly, for any: (1)“Bodily injury” or “property damage” that occurred; or (2)“Personal and advertising injury” arising out of an offense first committed; in whole or in part, before such acquisition is executed. With respect to the insurance afforded to the persons or organizations described in Paragraphs e., f.,. and h. above, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: BOP-47675a (07/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 7 of 11 The most we will pay on behalf of such person or organization 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 shall not increase the applicable Limits Of Insurance shown in the Declarations. I.DAMAGE TO PREMISES RENTED TO YOU – $1,000,000 In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, Paragraphs 3. and 4. are deleted and replaced with the following: 3.Subject to the Liability And Medical Expenses Limits Of Insurance, the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises while rented to you or while temporarily occupied by you with permission of the owner is $1,000,000. 4.Aggregate Limits The most we will pay for: a.All “bodily injury” and “property damage” that is included in the “products-completed operations hazard” is twice the Liability and Medical Expenses limit. b.All: (1)“Bodily injury” and “property damage” except damages because of “bodily injury” or “property damage” included in the “products-completed operations hazard”; (2)Plus medical expenses; (3)Plus all “personal and advertising injury” caused by offenses committed; is twice the Liability and Medical Expenses Limit. The Limits of Insurance of Section II – Liability 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. J.PER LOCATION GENERAL AGGREGATE LIMIT WITH COMBINED TOTAL AGGREGATE LIMIT In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, the following is added: BOP-47675a (07/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 8 of 11 1.Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the insured becomes legally obligated to pay for all "bodily injury" and “property damage” caused by "occurrences" under Paragraph A.1. Business Liability, and for all medical expenses caused by accidents under Paragraph A.2. Medical Expenses, which can be attributed only to a single "location": a.A separate Location General Aggregate Limit will apply to each "location", and that limit is equal to the Other than Products/Completed Operations Aggregate Limit shown in the Declarations. b.The separate Location General Aggregate Limit is the most we will pay for the sum of all damages for "bodily injury" or "property damage" under Paragraph A.1. Business Liability, except in connection with "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under Paragraph A.2. Medical Expenses, regardless of the number of: (1)Insureds; (2)Claims made or "suits" brought; or (3)Persons or organizations making claims or bringing "suits". c.Any payments made under Paragraph A.1. or under Paragraph A.2. Medical Expenses shall reduce the separate Location General Aggregate Limit for that "location". Such payments shall not reduce the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations nor shall they reduce the separate Location General Aggregate Limit for any other "location”. d.The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations, such limits will be subject to the applicable separate Location General Aggregate Limit. 2.Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the Insured becomes legally obligated to pay for all "bodily injury" or "property damage" caused by occurrences under Paragraph A.1. Business Liability and for all medical expenses caused by accidents under Paragraph A.2., which cannot be attributed only to operations at a single "location". a.Any payments made under Paragraph A.1. Business Liability for damages or under Paragraph A.2. for medical expenses shall reduce the amount available under the Other Than Products/Completed Operations Aggregate Limit or the Products/Completed Operations Aggregate Limit, whichever is applicable; and b.Such payments shall not reduce the separate Location General Aggregate Limit applicable to a single "location". 3.Subject to the separate Location General Aggregate Limit and all other applicable limits, the Combined Total Aggregate Limit shown in the Declarations is the most we will pay for the combined sum of amounts described above, regardless of the number of “locations”. 4.Any payments we make for "bodily injury" or "property damage" included in the “products-completed operations hazard” will reduce the Products-Completed Operations Aggregate Limit regardless of the number of "locations", and not reduce the Other Than Products/Completed Operations Aggregate Limit nor the separate Location General Aggregate Limit applicable to a single "location.” 5.As used in this endorsement, “location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6.The provisions of Paragraph D. Liability and Medical Expenses Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. BOP-47675a (07/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 9 of 11 K.KNOWLEDGE/NOTICE OF OCCURRENCE In Section II - Liability, Paragraph E. Liability and Medical Expenses General Conditions, 2. Duties In the Event Of Occurrence, Offense, Claim or Suit is amended to include the following: e.Knowledge of an “occurrence” or offense by an agent or “employee” of the insured will not constitute knowledge by the insured, unless an “executive officer” (whether or not an “employee”) of any insured or an “executive officer’s” designee knows about such “occurrence” or offense. Failure of an agent or “employee” of the insured, other than an “executive officer” (whether or not an “employee”) of any insured or an “executive officer’s” designee, to notify us of an “occurrence” or offense that such person knows about will not affect the insurance afforded to you. f.If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. L.BODILY INJURY, INCLUDING RESULTING MENTAL ANGUISH In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 3. is deleted and replaced with the following: 3."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease; sustained by a person, including resulting death, humiliation, mental anguish, mental injury or shock at any time. All such loss shall be deemed to occur at the time of the physical injury, sickness or disease. M.COVERAGE TERRITORY, LIMITED WORLDWIDE In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 4. is deleted and replaced by the following: 4."Coverage territory" means all parts of the world. However, “coverage territory” does not include any: a.“Bodily injury” or “property damage” that takes place or any offense committed outside of the United States of America (including its possessions and territories), Canada and Puerto Rico, unless the insured’s responsibility to pay damages is determined by a “suit” on the merits that is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico; or b.Injury or damage in connection with any “suit” brought outside the United States of America (including its possessions and territories), Canada and Puerto Rico. BOP-47675a (07/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 10 of 11 N.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS In Section III – Common Policy Conditions, Paragraph C. Concealment, Misrepresentation or Fraud is amended to include the following additional paragraph: Unintentional failure of an “employee” of the insured to disclose a hazard or other material information will not violate this condition, unless an “executive officer” (whether or not an “employee”) of any insured knows about such hazard or other material information. . O.OTHER INSURANCE, INCLUDING PRIMARY PROVISION In Section III – Common Policy Conditions, Paragraph H. Other Insurance, subparagraphs 2. and 3. are replaced by the following: H. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this insurance, our obligations are limited as follows: 1.Primary Insurance This insurance is primary except when Paragraph 2 below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph 3 below. 2.Excess Insurance a.This insurance is excess over: (1)Any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder’s Risk, Installation Risk or similar coverage for “your work”; (b)That is insurance that applies to “property damage” to premises rented to you or temporarily occupied by you with permission of the owner; or (c)If the loss arises out of aircraft, “autos” or watercraft to the extent not subject to Exclusion g. of Section II.B. Exclusions, 1. Applicable to Business Liability Coverage; or (2)Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured. b.When this insurance is excess, we will have no duty 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. c.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; BOP-47675a (07/16) Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2016.Page 11 of 11 (2)The total of all deductible and self-insured amounts under all that other insurance. d.We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not brought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 3.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. P.WAIVER OF SUBROGATION REQUIRED BY CONTRACT In Section III – Common Policy Conditions, Paragraph K. Transfer of Rights of Recovery Against Others To Us, subparagraph 2. is replaced by the following: 2.Applicable to Businessowners Liability Coverage: We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured’s rights to recover all or part of any payment made under this Coverage Part have not been waived, 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. This paragraph does not apply to Medical Expenses Coverage. All other terms and conditions of the policy remain unchanged. BOP-48780 (01/17)Includes copyrighted material of Insurance Services Office, Inc., with its permission, 2017 Page 1 of 1 NOTICE OF CANCELLATION TO SCHEDULED PERSONS OR ORGANIZATIONS (EXCEPT NON-PAYMENT OF PREMIUM) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Person(s) Or Organization(s): City of Carlsbad c/o EXIGIS Insurance Compliance Address: P.O. Box 947 Murrieta, CA 92564 Number Of Days Notice Of Cancellation: 30 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following condition is added to Section III – Common Policy Conditions: NOTICE OF CANCELLATION TO SCHEDULED PERSONS OR ORGANIZATIONS (EXCEPT NON- PAYMENT OF PREMIUM) When we cancel this policy for any reason, other than non-payment of premium, we will notify the person(s) or organization(s) shown in the Schedule at least the number of days shown in the Schedule in advance of the effective date of cancellation. Any failure by us to notify such person(s) or organization(s) will not: 1.Impose any liability or obligation of any kind upon us; or 2.Invalidate such cancellation. All other terms and conditions of this policy remain unchanged. TRIA11c (1/15)Includes copyrighted material of Insurance Services office, Inc., with its permission. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT Named InsuredJAVA-TECH INC Endorsement NumberTRIA11C0115 Policy SymbolTEC Policy NumberD95207236 Policy Period03-02-2020 TO 03-02-2021 Effective Date of Endorsement03-02-2020 Issued By (Name of Insurance Company)ACE FIRE UNDERWRITERS INSURANCE COMPANY Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in this endorsement or in the policy Declarations. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals 85% for year 2015, 84% beginning on January 2016; 83% beginning on January 1 2017, 82% beginning on January 1, 2018; 81% beginning on January 1, 2019 and 80% beginning on January 1, 2020 of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year , the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. Terrorism Risk Insurance Act premium: $8. Authorized Representative 12/4/2017 CALIFORNIA - HIRED AUTO AND NON-OWNED AUTO LIABILITY https://www5.iso.com/clm/app/toc.do?docNode=FO_85&selectedPublication=BP-CA-SIM-12/01/2017&selectedPublisher=ISO&dispName=FO_BP068…1/2 BP 06 86 05 17 - CALIFORNIA - HIRED AUTO AND NON- OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Coverage Additional Premium A.Hired Auto Liability $ B.Non-owned Auto Liability $ Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Insurance is provided only for those coverages for which a specific premium charge is shown in the Declarations or inthe Schedule. 1. Hired Auto Liability The insurance provided under Paragraph A.1. Business Liability in Section II - Liability applies to "bodily injury"or "property damage" arising out of the maintenance or use of a "hired auto" by you or your "employees" in the course of your business. 2. Non-owned Auto Liability The insurance provided under Paragraph A.1. Business Liability in Section II - Liability applies to "bodily injury" or "property damage" arising out of the use of any "non-owned auto" in your business by any person. B. For insurance provided by this endorsement only: 1. The exclusions under Paragraph B.1. Applicable To Business Liability Coverage in Section II - Liability, other than Exclusions a., b., d., f. and i. and the Nuclear Energy Liability Exclusion, are deleted and replaced by thefollowing: a. "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (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 injury. This exclusion does not apply to: (1) Liability assumed by the insured under an "insured contract"; or (2) "Bodily injury" arising out of and in the course of domestic employment by the insured unless benefits for such injury are in whole or in part either payable or required to be provided under any workers' compensation law. b. "Property damage" to: (1) Property owned or being transported by, or rented or loaned to the insured; or (2) Property in the care, custody or control of the insured. 2. Paragraph C. Who Is An Insured in Section II - Liability is replaced by the following: 1. Each of the following is an insured under this endorsement to the extent set forth below: 82 144 12/4/2017 CALIFORNIA - HIRED AUTO AND NON-OWNED AUTO LIABILITY https://www5.iso.com/clm/app/toc.do?docNode=FO_85&selectedPublication=BP-CA-SIM-12/01/2017&selectedPublisher=ISO&dispName=FO_BP068…2/2 a. You; b. Any other person using a "hired auto" with your permission; c. For a "non-owned auto": (1) Any partner or "executive officer" of yours; or (2) Any "employee" of yours; but only while such "non-owned auto" is being used in your business; and d. Any other person or organization, but only for their liability because of acts or omissions of an insured undera., b. or c. above. 2. None of the following is an insured: a. Any person engaged in the business of his or her employer for "bodily injury" to any co-"employee" of such person injured in the course of employment, or to the spouse, child, parent, brother or sister of that co-"employee" as a consequence of such "bodily injury", or for any obligation to share damages with or repay someone else who must pay damages because of the injury; b. Any partner or "executive officer" for any "auto" owned by such partner or officer or a member of his or her household; c. Any person while employed in or otherwise engaged in duties in connection with an "auto business", other than an "auto business" you operate; d. The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner of a "non-owned auto" orany agent or "employee" of any such owner or lessee; or e. Any person or organization for the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. C. For the purposes of this endorsement only, Paragraph H. Other Insurance in Section III - Common Policy Conditions is replaced by the following: This insurance is excess over any primary insurance covering the "hired auto" or "non-owned auto". D. The following additional definitions apply: 1. "Auto business" means the business or occupation of selling, repairing, servicing, storing or parking "autos". 2. "Hired auto" means any "auto" you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent or borrow from any of your "employees", your partners or your "executive officers" or members of their households. 3. "Non-owned auto" means any "auto" you do not own, lease, hire, rent or borrow which is used in connection withyour business. This includes "autos" owned by your "employees", your partners or your "executive officers", or members of their households, but only while used in your business or your personal affairs. Workers' Compensation and Employers' Liability Policy Endorsement NumberNamed Insured JAVA-TECH INC Policy Number Symbol: Number: (21) 7178-45-21 Policy Period 03/02/2020 TO 03/02/2021 Effective Date of Endorsement 03/02/2020 Issued By (Name of Insurance Company) Chubb National Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization: ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be 1%percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: Authorized Representative WC 90 03 75 (05/18) Insured Copy