Loading...
HomeMy WebLinkAboutGeneral Code LLC; 2023-10-30;OocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C AGREEMENT FOR MUNICIPAL CODE CODIFICATION SERVICES GENERAL CODE, LLC 0 THIS AGREEMENT is made and entered into as of the ~ ch~ , 20~, by and between the City of Carlsbad, municipal corporation, ("City"), and General Code, LLC, ("Contractor"). RECITALS day of California, a A. City requires the professional services of a publishing and legislative consulting service that is experienced in Municipal Code Codification Services. B. Contractor has the necessary experience in providing professional services and advice related to codification services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual 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 3 years from the date first above written. The City Manager may amend the Agreement to extend it for 1 additional 3-year period 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 up to thirty-one thousand four hundred and one dollars ($31 ,401.00). 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 thirty-one thousand four hundred and one dollars ($31,401 .00) per Agreement term. 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". City Attorney Approved Version 4/24/2023 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C 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 City Attorney Approved Version 4/24/2023 2 DocuSign Envelope ID: A445F437-3AB4-4068 -86A3-68C887CFD08C 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. City Attorney Approved Version 4/24/2023 3 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C 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 Faviola Medina Name Cristina Loverde Title City Clerk Services Manager Title Vice President of Client Engagement Department City Clerk's Office Address 781 Elmgrove Road City of Carlsbad Rochester, NY 14624 Address 1200 Carlsbad Village Dr. Phone No. 800-836-8834 Carlsbad, CA 92008 Email cloverde@generalcode.com Phone No. 442-339-5989 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. 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 as required in the City of Carlsbad Conflict of Interest Code. YesD No ■ City Attorney Approved Version 4/24/2023 4 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C If yes, list the contact information below for all individuals required to file: Name Email Phone Number 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. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering 30 days written notice to City. In the event City Attorney Approved Version 4/24/2023 5 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 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. City Attorney Approved Version 4/24/2023 6 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C 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 (sign here) Cristina Loverde, V.P. Client Engagement (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California Legislative & Constituent Services Director City Clerk 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: ttnd.M1 (!_. - DeJ;iu~y I ,o,esielff1 ,t City Attorney City Attorney Approved Version 4/24/2023 7 DocuSign Envelope ID: A445F437-3AB4--406B-B6A3-68C887CFD08C Attachment "A" GENERAL® CODE Proposal for Conversion Services PREPARED FOR: City of Carlsbad, California PREPARED BY: EMILY WOOD CODIFICATION ACCOUNT MANAGER ewood@generalcode.com 800.836.8834 DATE: July 25, 2023 (Valid for six months) DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Table of Contents Executive Summary ................................................................. 2 General Code, America's Next Generation Codifier ................ 4 The General Code Recommended Solution and Process ....... 5 Project Materials ...................................................................... 7 The Conversion and Formatting Changes to Your Code ......... 8 Investment Details and Options ............................................. 10 Authorization and Agreement ................................................ 11 Appendix ................................................................................ 12 California Communities We Serve .................... 12 eCode360 Platform .......................................... 13 Additional Online Services ................................ 17 Ongoing Code Maintenance ............................. 18 Docus'ign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Executive Summary A thorough review of your request has given us a better understanding of your unique needs and helped us determine ways that we can partner with you to make the City of Carlsbad's Code a more useful and effective resource for your community. The executive summary below serves as an overview for building a collaborative codification solution that can help the City achieve its goals. Situation Analysis The City of Carlsbad's Code was originally codified in 2015, and is currently maintained online. However, the City would like to make it easier for constituents and staff to find information by implementing a feature-rich and fully searchable online version of its Code, housed on our unparalleled eCode360 platform. Additionally, the City would like to save staff time and keep its Code reliable, accurate and up-to-date through General Code®'s ongoing supplementation services. Our Solution Our comprehensive codification solution for Carlsbad includes: > Converting your Code to be housed on our innovative eCode360 platform General Code will convert your Code into our XML publishing system and place it on eCode360. Created for a variety of users, eCode360 makes the complete current text of your Code available online in a format that is easy for your community to use and is fully searchable. We may need to make nonsubstantive organizational or structural changes to your Code in order to convert the Code into our XML publishing system. > 6 custom printed Code books, with an option for additional printed volumes We will provide you with 6 fully customized print copies of your new Code, with additional copies as requested, for insertion in the City's existing binders. Solution Benefits A comprehensive codification solution from General Code will: 1. Deliver a Code that is always accessible to the public and up-to-date 2. Help you keep Car1sbad's Code enforceable 3. Improve transparency with constituents 4. Save Carlsbad's staff time and resources by empowering constituents to find Code information independently 2 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Who Benefits? 1. Constituents-Citizens will be able to find and use laws in a comprehensive, up-to-date, and understandable format 2. Staff-All staff members will be able to gather the information they need to answer questions from both citizens and other municipal officials 3. Planners/Developers-Your new Code will provide a clear view of existing regulations and make it easier to determine the impact of proposed changes and amendments on development and growth initiatives 4. Attorneys-Legal staff can draft and amend legislation more efficiently by using eCode360 to research similar laws that other communities have passed Carlsbad's Investment Conversion services as provided in this proposal will be provided at no charge to the City. eCode360 hosting will be provided at a rate of $1, 195 annually. A detailed breakdown of available options can be found in the Investment Details and Options section on page 10. 3 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C General Code, America's Next Generation Codifier When local governments and constituents work well together, shared ideas and diverse talents can be focused where they need to be -on the community's common interests and vision for the future. At General Code, we focus on simplifying the ways that local governments and their constituents find, access, and share information by innovating forward-thinking technologies and processes. By intelligently connecting vital code information in a digital environment, communities can work better together to overcome challenges and create opportunities for growth more effectively. From online municipal codes to interactive zoning maps, it is our goal to empower everyone in our client communities to rise, transform, and thrive. We would be proud to partner with your community, too. Our Experience For 60 years, General Code has worked with more than 4,000 communities to build, maintain, and publish Codes that are clear, accessible, and easy-to-use. We have assembled a staff of highly trained project managers, editorial assistants, attorneys, legal editors, production staff, account managers, training specialists, service representatives, and software engineers that have unique expertise in codification. With backgrounds in municipal law and local government and an average of 17 years of hands-on experience working with municipalities, every segment of our team is uniquely qualified to partner with your community. A Member of the ICC Family of Solutions The International Code Council is the leading global source of model codes and standards and building safety solutions. Code Council codes, standards and solutions are used to ensure safe, affordable and sustainable communities and buildings worldwide. General Code's partnership with ICC strategically aligns our companies' like-minded missions, values, and long-standing commitment to building strong partnerships with local governments. It also gives General Code even greater capacity to build on our portfolio of municipality-focused solutions by tapping into the expanded resources and global reach of ICC. Our Technical Focus Technology has changed your community's expectations about accessing and interacting with complex Code information. Therefore, we handle Code information differently. With General Code, your Code is more than just static text; using our proprietary publishing system, we store your Code as dynamic data, making it easy to update and present in multiple ways that meet your staffs and community's needs. Using the data from your Code as a basis, General Code provides an ever-expanding suite of seamless solutions that save time and simplify how you serve your community. Our Process General Code's process workflow is highly collaborative, allowing you to engage with a Code consultant at every key stage of the codification process. We guide you through each phase of the process to keep you informed and help the project stay on track. Our Code consultants are invested in working with local governments and strive to ensure that your Code improves transparency within your community while accurately reflecting your laws. 4 DocuSign Envelope 10: A445F437-3AB4-406B-B6A3-68C887CFD08C The General Code Recommended Solution and Process Below is an outline of the process for completing your conversion project. Project Launch General Code will consult with Carlsbad's designated contact person to review the project generally and to clarify any initial questions for both General Code and the City. To begin the project, the City and General Code shall confirm the source materials for the project. For more detail, see the source materials listed on page 7. Convert Code General Code will convert the Code into our XML publishing system. This system enables the Code to be printed efficiently. It also provides the foundation for providing the Code online in a variety of formats, outputs, and solutions. Editorial Work The text of the current Code and any additional materials that may not already be codified will be input and thoroughly proofread to ensure complete accuracy. While we will generally match the style of the Code, please note it is General Code's policy not to include the following code enhancements unless specifically directed to do so by the City Attorney: cross-references; state law references; and Code comparative tables. Publish a Secure Online Code with eCode360 Once the final deliverables have been prepared, General Code will make your eCode360 site available to the public. eCode360 is a secure, reliable online platform created specifically to house codified laws and municipal documents. Built with a variety of user needs in mind, eCode360 will provide Carlsbad's staff, citizens and businesses with unparalleled flexibility to quickly access and search your Code on a variety of desktop and mobile devices. eCode360 Benefits: A centralized solution-laws, regulations and related documents are integrated into a dynamic, centralized resource Simple to use-eCode360 is easy and intuitive and offers powerful time-saving features Always up-to-date-We will update your eCode360 site with each supplement to your Code A trusted, "go-to" resource-Empower staff to answer questions with clarity and confidence Always evolving-We consistently release innovative functionality based on communities' needs eCode360 Service Level included in this Project: Premium Premium eCode360 Annual Maintenance Fee New laws Easy and Flexible Searching Dynamic Table of Contents Email or Share Links $1,195 X X X X 5 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Printing X Bookmarking Searches X Archive View X "Sticky" Table Headers X Administrative Tools X Translate X eCode360 Search App X Linked New Laws X Public and Private Notes X Sample Legislation (Multicode Search) X Download to Word X Download to PDF X New Laws Indicator X Advanced Search X Customizable Titles X eAlert X Public Documents Module x For more information about eCode360, see page 13. Publish a Custom Printed Code General Code will publish 6 printed copies of your Code for insertion in the City's existing binders. The Code pages will be designed in an 8 ½-by-11-inch page size, using 11-point Times New Roman font in a single-column format on 100% recycled paper. Provide Ongoing Code Maintenance The codification process is not truly over when your new Code is delivered. Your community will change and grow, and ultimately, your Code will evolve with it. In order to maintain your Code as an accurate and reliable resource, it is important that the City keeps the Code up-to-date after initial publication. General Code's supplementation services are designed to make the process easy, fast and accurate. To select your ongoing supplementation schedule, please see page 11. For more information about General Code's Supplementation Services, see page 18. 6 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Project Materials Source Materials General Code will use the following source materials for the project: > A copy of the City's 2015 Code, as updated to Ordinance No. CS-447 Project Scope This proposal and the scope of this project consider only up to an estimated 1,352 pages, based on the legislation submitted for review as listed above. The processing, review, and inclusion of any materials not submitted are outside the project scope as proposed and therefore may be subject to additional charges. We request that Carlsbad set up a process to routinely send any new legislation upon adoption. This additional legislation will be included in the Code up to the point where the editorial work has been completed and will be subject to an additional charge at the end of the project. Special Considerations General Code has identified the following specific special considerations that will be addressed by our staff as the project progresses: > Please note that some ordinances were not available for a detailed review. The proposed scope of work and price is based on an estimate of up to 1,352 pages and in part on information supplied by the City as an ordinance list. If upon further detailed review the total quantity of legislation is found to be substantially larger than our estimate, then additional charges shall apply, and the price will be adjusted accordingly. Please also note that the City is responsible for providing copies of the ordinances that will make up the project materials. > Upon conversion, the following titles will be revised throughout the Code to be capitalized as follows: • City Clerk (254 instances) • City Attorney ( 167 instances) • City Manager (579 instances) • City Treasurer (35 instances) • City Council ( 1412 instances) 7 DocuSign Envelope ID: _A445F437-3AB4-4068-86A3-68C887CFD08C The Conversion and Formatting Changes to Your Code General Code may need to make nonsubstantive organizational or structural changes to your Code in order to convert the Code into our XML publishing system. Standardized formatting and structure leverages our technology to create uniformity and consistency throughout the Code, which enables the features and functionality of eCode360 to work as intended and provide you with the best user experience. As part of our process for the conversion, General Code will: Scheme, Numbering and Structure > Scheme. Include a list of section titles at the beginning of each chapter, as a quick- reference outline of what is in the chapter and to make sought-after material easier to find . > Unnumbered paragraphs/text/chapters. o Unnumbered paragraphs following numbered text will be left as is unless clarity requires their numbering in the context of the surrounding subsections. o If the Code has a numbering system that varies based on whether a section starts with an unnumbered paragraph or not, we will add the first-level section number or letter as appropriate to the unnumbered paragraph. This is necessary for the search and other functions of eCode360 to work as intended . o If the Code includes unnumbered chapters in the Appendix, we may add chapter numbers and use those as the start of the section numbers throughout the chapter, consistent with the rest of the Code. > Structure. We will create uniformity and consistency of structure at these levels: o Chapter numbering. If the Code includes duplicate numbered chapters in different titles (e.g., Title 1 contains Chapter 1 and Chapter 2; Title 2 contains Chapter 1 and Chapter 2), we will impose uniform numbering so that each chapter has a unique number. Therefore, we may renumber as Chapters 1-1, 1- 2, 2-1, 2-2, etc., incorporating the title number into the chapter numbers and thereby reflecting the title in which they appear. These chapter numbers will also filter through to the section numbers if they do not already follow that system. o Section numbering. • If the Code includes duplicate numbered sections in different chapters (e.g., Section 1, 2, etc.), we will impose uniform numbering so that each section has a unique number. Therefore, we may renumber as Sections 1-1, 1-2, 2-1, 2-2, etc., incorporating the chapter number into the section number and thereby reflecting the chapter in which they appear. • If the Code includes different styles of point sections (1-12.1, 1-12A), we will make the style consistent throughout the Code. o Subsection numbering. • Structure. If the Code includes inconsistent subsection designations throughout [e.g., if one chapter uses levels a., 1, (a), and another uses levels 1, A, and (1 ), we will apply consistent subsection designations throughout the Code. 8 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Formatting • Consecutive numbering. Misnumbered subsection items (e.g., 1, 2, 3, 3, 5) will be renumbered as necessary to correct obvious errors. > Histories. Where histories are located at the end of each section, we move them up to the section title for each section so that the base history for each section appears at the section level and subsequent amendments can be noted off the section or its subsections as appropriate. > Tables. Standard formatting will be added to tables-boldfaced and centered headers, lines, light gray header shading, and indents where needed. > Bullets. Bullets may be retained as is unless clarity for indexing purposes requires their numbering. Single-column layout. All Codes will be presented in a single-column format. > Pagination. Each chapter will begin on a new right-hand page. Page numbers will correlate with the chapter number. > Attachments. In eCode360, attachments are included as PDFs at the top of a chapter, and, in the printed Code book, they are included at the end of the chapter. > Appendix material to the Code. If there are Appendix lists or other tables at the end of the Code which were created by the prior codifier, we will confirm with the City whether such material is still used and should be retained and maintained through supplementation, or if they should be removed. > References. Except with prior approval and agreement from the City, we will remove publisher-added footnotes or section notes such as cross-references, statutory references, and charter reference items; these items are copyrighted property of the former codifier. Editorial > General Code will retain the existing legislative text, with the exception of obvious typos, or other items requiring clarity: clarification of numbers, missing punctuation, incorrect order of punctuation, changing Roman numeral chapter numbers to Arabic numbers, capitalizing the name of the City, and capitalizing the titles of certain officials for consistency (e.g., Mayor, Clerk, Attorney, etc.). > Spell-check. A complete spell-check will be performed, and we will correct any obvious typos. Code Adoption > Code Adoption, if applicable. If the City and its Municipal Attorney believe any of the numbering (or other nonsubstantive format changes) identified here require readoption of the Code, General Code will provide a simple draft ordinance/local law for readoption. 9 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Investment Details and Options Conversion Project Price Services included with the codification project: No Charge > Convert the Code, as updated through Ordinance No. CS-447, to XML Publishing System > Editorial Work > Proofreading > Shipping Final deliverables included with the codification project: > Premium eCode360 • eCode360 Search App > Publication of 6 printed copies of the Code for insertion in the City's existing binders > Comprehensive Index > Disposition List Ongoing Services Premium eCode360 Annual Maintenance $1,195 The maintenance fee is an annual recurring fiat fee that begins one year from the initial posting of eCode360. Therefore, we recommend that the City budget for this service each year. The fee covers annual licensing, web hosting, posting of new legislation between regular Code supplements and the PubDocs Module. Please note that this does not include the cost for cod ifying new legislation. Future Supplementation Services General Code will provide supplementation services at a rate of $22.00 per page for a period of three years from date of publication. Tables Graphics and Charts will be billed at $15.00 per change. Thereafter, fees may be increased annually consistent with the Producer Price Index for Publishing Industries, published by the U.S. Dept. of Labor. To select your ongoing supplementation schedule, please see page 11. For more information about General Code's Supplementation Services, see page 18. Performance and Payment Schedule Performance Schedule: ~ Delivery of eCode360: Within 10 to 12 weeks of contract signing and receipt of materials Payment Schedule: , 100% of hosting charge ($1, 195) will be invoiced upon posting of eCode360 10 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Authorization and Agreement The City of Carlsbad, eMigrate, July 25, 2023 Conversion Project Price No Charge eCode360 Online Code $1 ,195.00 Supplementation Schedule Selection Based on our experience of legislative activity, we will use a Quarterly Supplement Schedule for future updates to the Code after this project is complete. If you would prefer a different schedule, please select from the options below: □ Electronic monthly supplementation (Annual Print) □ Semi-Annual supplementation Total Investment Including all of the options selected above, the total project price will be: $1 ,195.00 The City of Carlsbad, California, hereby agrees to the procedures outlined above, and to General Code's Codification Terms and Conditions, which are available at http://www.generalcode.com/terms-and-conditions-documents/. City of Carlsbad, San Diego County, California By:----------Witnessed by: _________ _ Title: ___________ _ Title: ___________ _ Date: ___________ _ Date: ___________ _ GENERAL CODE, LLC By:----------Witnessed by: _________ _ Title: ___________ _ Title: Date: ___________ _ Date: ___________ _ This document serves both as a proposal and as an agreement. To accept this proposal and delegate authority to General Code to administer the codification project, complete the form above, including authorized signatures. A signed copy of this agreement will be mailed back to Carlsbad for its records. Scan and email the completed form to contracts@generalcode.com. You may also return it by mail to General Code, 781 Elmgrove Road, Rochester, NY 14624. 11 Docus·ign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C California Communities We Serve For more than a half century, we have had the pleasure of forming long-term, collaborative working relationships with municipalities of all types and sizes across the country. Below are some of the municipalities in California that have trusted General Code to codify their laws: Artesia Municipal Code City of Aliso Viejo (Los Angeles County) (Orange County) Atascadero Municipal Code City of Angels Camp (San Luis Obispo County) (Calaveras County) Bell Municipal Code City of Arcata (Los Angeles County) (Humboldt County) Bellflower Municipal Code City of Avalon (Los Angeles County) (Los Angeles County) Blue Lake Municipal Code City of Bakersfield (Humboldt County) (Kern County) Brentwood Municipal Code City of Bell Gardens (Contra Costa County) (Los Angeles County) Buellton Municipal Code City of Benicia (Santa Barbara County) (Solano County) Buena Park City Code City of Berkeley (Orange County) (Alameda County) Burlingame Municipal Code City of Biggs (San Mateo County) (Butte County) Carlsbad Municipal Code City of Burbank (San Diego County) (Los Angeles County) Castro Valley Sanitary District City of Calimesa (Alameda County) (Riverside County) Cathedral City Municipal Code City of Calistoga (Riverside County) (Napa County) City of Albany (Alameda County) 12 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C eCode360 Platform Our eCode360 platform is designed specifically to house codified laws and municipal information. eCode360's intuitive design, responsive navigation, and robust search functionality drive performance and user satisfaction. Simple for Everyone eCode360 offers a user experience that's simple and intuitive. Our easy-to-use, uncluttered interface allows users to access, search and share Code sections with incredible speed and precision on desktop and mobile devices. It provides the power to communicate information to everyone in your municipality like never before. 24/7/365 Access and Security General Code supports your community through technologies that transform your users' experience and empower your community to access, navigate and share your Code in exciting new ways. Our eCode360 platform was designed by our own in-house team of software engineers, experts who understand the importance and value of simplifying how you access and use your Code, generating an impressive 71,000 users a day while boasting an incredible uptime average of 99.9%. eCode360 is available 24n, 365 days a year. eCode360 is hosted on Amazon Web Services (AWS)'s EC2, which has an uptime guarantee of 99.99%. Our servers are backed up using IT industry best practices, taking advantage of multiple redundancies and regions within AWS. In addition to a robust disaster recovery plan, we have taken steps to avoid disaster by building eCode360 from the ground up to be secure and scalable. The system is designed and engineered to minimize the possibility of intrusion and uses multiple leading-edge technologies to harden and secure the service. eCode360 is our proprietary platform and does not require any Folio installation or licenses. Maintenance and Updates eCode360 is maintenance-free for our users. General Code employs a team of software developers, web application developers and system administrators who maintain and update the platform to give you an intuitive and seamless experience with your Code. Our most recent enhancements can be found at https://www.generalcode.com/happyecode/. Free Introductory eCode Webinar for Municipal Staff Our introductory eCode webinar lets you work online with an experienced Training Specialist who can demonstrate eCode360's powerful tools and offer step-by-step guidance to help you use the Code. A great resource for municipal employees who want to help their constituents! "Multi-purpose" your Code Content-and better serve your community. Give departments and individuals within your municipality the ability to view and use the specific Code information they need-when they need it. With eCode360 Content Export, we export your Code's content to an Excel or CSV file. From there, the file can be imported into systems other departments are already using where information from your Code can be quickly viewed and used. This saves others-especially staff who serve the public in the field-the time and effort of searching the entire Code manually to find the section they need. For more information about our Content Export services, please contact us at sales@generalcode.com. 13 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Premium eCode360 Service Features New Laws Custom Settings for Admin Users Easy and Flexible Searching Electronic Index Dynamic Table of Contents Email or Share Links Printing Bookmarking Searches Archive View "Sticky" Table Headers Translate eCode360 Search App Linked New Laws Public and Private Notes Multicode Search Download to Word Download to PDF New Laws Indicator Advanced Search Customizable Titles eAlert PubDocs Module Between regular Code supplements, General Code will temporarily post PDF copies of new legislation to your online Code Control the look of your eCode360 by selecting custom colors and accents, and uploading a custom banner or photo Search by key words, phrases, section numbers and more A comprehensive list of key words and phrases to speed searching Users can find the information they need and see their current location with a table of contents that moves as users browse Email a link to a specific Code section or share via social media Print with user-friendly functionality and a variety of user options Save ''favorites" to quickly return to sections of the Code View a permanent archive of your Code, updated with each supplement Table headers remain stationary as you scroll Users can view your Code in more than 100 additional languages Use your mobile device to search your Code As new legislation is posted, we will add links from the New Laws section of eCode360 to the affected Code chapters or articles Create personalized links and annotations within the Code Search across multiple Codes by municipality, geographic region, government type or population to find sample legislation or other Code content for zoning use, legal cases or historical research Administrative users can download Code text to a Microsoft Word document to edit and track changes when drafting new legislation Public users can directly download Code text to a PDF document Code Change Indicators help users identify sections of your Code that have been changed and provide links to the new legislation Search across the Code, Public Documents, New Laws and Notes using an intuitive query tool and filtering system to quickly pinpoint the most relevant information Administrative users can add customized titles and comments to your legislation in New Laws Public users can sign up to receive notifications of changes in the Code Post non-Code documents along with your online Code 14 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C The new version of PubDocs ™ is here and ready for you to use NOW! Put more power behind your public documents: With a new look, features and functionality, our newest version of PubDocs elevates access, control, and transparency to new levels, so you can do more with your public documents than ever before. More of what you asked for, for more control of your documents: Our latest PubDocs enhancements are the direct result of comments and suggestions from valued customers like you. We think you will like what you see! • Add or change the name of document types -For example, you can change "minutes" to "meeting packets" -whatever titles work best for you. Or add new document categories, such as "Fee Schedule." • Move or delete multiple documents quickly and efficiently -There's no need to work with one document at a time. • Post an expanded variety of file formats and documents -Now including audio files, audio and video links, and PowerPoint files. • Sort search results more efficiently -Arrange results by ascending or descending dates. • Unlimited document uploads -Now without file size limits Our new PubDocs enhancements are available for you, the eCode360 user, to use NOW! (.h..t,f(1 ...,,,.(1) Public OKUmc.nts 0 Ag,odas (10) f<r'"t'sthr-dvl,r,(1) I Minut~• 09) Mi~. Ooltm•enh (8) Minutes (/JI) ll'J Annual Meetings + El Board Meeting May 21, 2012 + l!2 lo~ Meeting May 10. J:013 + El Bowd Mttting May 23, 2014 + !a Soard Mttting M.11y 12, 20,s 0 City Council + D 2022-01 Mtttinc 1tcffit<fit1g Dept of Public Works D Fire Department Minutes SVILLE • (/JI) • (All) -(Ah} 15 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Sample eCode360 Screens Charter ,_J code ~ Archives New Laws (16) Index Notes 0 Public Documents Agendas Budgets Comprehensive Plans Legislation Minutes Misc. Documents Resolutions Find Codes ... Search Codes e ~ CITY OF (.\ TOW.NSYILLE - Enterse,uch term ... '31 Print r. Email J.. Oownlo.od < Shim, IS! Gest Upd3to, 0 Add Noto City of Townsvillt, NY,· Gtri.r•l Ltg s.a: 0" f. Chapter 295 Swimming Pools ➔ a A City Building Perm,1 is required along with requirements in this chapter before any ir,stallat,on or construct,on of a !>Wlmming pool . .tily..uiwsfulg P,::rmjt link, [ HISTORY. Adopted b-f the Common Council of the City of TownSVtile as Ch 35 of th<, 1975 Municipal Code Amendments noted where appl,cab'e ] Add Codes rn 0 Add All Code, (226') .,J, 0 eo.,,,y Adam., Cowity, WI ,....,. ·.•.1 :-a.:J i 0 c......., Alb~ Couftt)I, NY ... .,,, " :nss.. 8 Custom Banner 0 Co..-rq, A.lJe.&•l'I)' C•wftt)',, MD A.ty,.., "~ 7l$31 0 CO .. "-)' Al~tft)'C•w-11ty, PA ,u~...,,_,. ., l?:30:.P fJ Public and Private Notes 0 C:y Applet_.. City, MO 5: C •< MO 11~· 0 Co.nty Appomattox Couftty, YA .&XtO-'N-~O\ .. ,,,.:a 0 c~ AtlfflticCity,NJ ~---.~:., " ms, 0 COJ"Cl' AtWltic Ce1o1t1ty, NJ J.tA-;.; ,., .:;-1,::0 E) View Archived Codes c ..... 0 Public Documents Portal <Vlc<U LL. No. t9'-lOl8 • Sewer Am•ndment " C'• .... A""t!""C""*"': Ct?t.-:.m+f"~• a:"'d S-rta.,J A~l"'\0:::1'\tr: Ch IOA,Ch ~o ,· 0 Multicode LL. No. :0-2018 "'"" Ch;s ,· 0 New Laws LL. No. 11 .. ::018 J."' Ch OS ,· LL No. 2..!:-:018 Ch02 ,· Ch16 ,· Ch OS ,· LL. No. :5•2018 ,.., Ch OS ,· 16 DocuS1gn Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Additional Online Services Maplink™ powered by ZoningHub™ MapLink is a Visual Zoning service that makes it easier for business and property owners, planners, developers, and constituents to find the information they need in your community's Zoning ordinance by presenting Zoning Code data from eCode360 in an interactive online map. MapLink users can click on a map to view details about permitted uses and answer questions such as, "Where can I open my business?" and "What can I do with my property?" With just a few clicks, users interested in economic development can view dimensional requirements, allowable uses, and zoning districts, zoom to an individual parcel to examine its requirements, or search for properties based on land use. By making it easier for users to find the information they need for their development projects, they are more likely to open their businesses in the City, which can help grow your community. MapLink uses your municipality's existing GIS map information and seamlessly presents data from eCode360, so your interactive map clearly and accurately displays your essential Zoning elements. When a Code supplement including a Zoning change is completed and posted to eCode360, your Code data is simultaneously updated in MapLink, ensuring that users are always working with the most accurate requirements. eCode360® Enhanced Graphics rM eCode360 Enhanced Graphics can help drive economic development in your community by presenting an online Zoning Code that is clear, easy to understand and always up-to-date. Enhanced Graphics offers zoning specific features like integrated tables that allow users to view tables in context, multi-column layout options to accommodate natural image placement, searchable image captions, color coding to create easier navigation, and high-quality graphics. Every community is unique, so we also offer custom solutions tailored to suit your community's specific needs. Custom Local Building Code Until now, no single publication has included both ICC I-Code building regulations and local amendments in an integrated form. Our CLBC solution will create a single central repository for your adopted Building Code regulations that is intuitive, searchable, and linked to your municipal Code. This solution will eliminate the need to separately manage state adopted I-Codes and your local amendments and make your Building Code regulations available from anywhere at any time, even if the City only has one set of printed books. Application Programming Interface Application Programming Interfaces (API) make it possible for your Code in eCode360 to "talk" with additional external systems to share information. General Code has APls that deliver structured Code information contained in eCode360 to external systems, including legislation drafting, parcel management, municipal websites, enterprise content management (ECM), permitting, GIS-based interactive maps, code enforcement, law enforcement, and more. For more information on our additional online services please contact us at sales@generalcode.com 17 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Ongoing Code Maintenance Your Code is always evolving and is an investment you need to protect. Because your Code will evolve and grow with your community, the codification process is not truly over when your new Code is delivered. To maintain your community's trust and reliance on your Code, General Code offers supplementation services that will help to keep your Code reliable, accurate and up to date. Our supplementation services are designed to make the process easy, fast and accurate. In addition, General Code provides a free sample legislation service to municipalities we serve as well as regular legislative alerts to inform local governments of the latest trends in legislation that may affect their communities. Rapid Delivery Our average turnaround time for processing routine supplementation is between 4 and 6 weeks. Materials After the enactment of new legislation, the City can forward a copy to us by whatever method is most convenient. Online copies of the legislation can be sent via email to ezsupp@generalcode.com. Upon receipt, we will send you an email confirming that we have received your legislation. Should an alternative method of transmission be required for transferring large files, please contact us and we will provide the necessary infom,ation. General Code will hold legislation pending a pre-approved schedule, or begin the job, as directed by the City. Please note that charges for supplementation services are outside of the scope of this proposal and will be billed separately. An estimate of the charges applicable to a particular supplement is available upon request. Posting of New Laws Between regular Code supplements, General Code will temporarily post PDF copies within 1 to 2 business days of receipt of new legislation to your online Code, to provide ready access to information until such time as the legislation can be codified through supplementation. If supplementation does not occur within one year of appending, General Code will remove the link to that new legislation. Schedule Code supplements will be provided on a schedule designed to meet the needs of Carlsbad. Typical schedules may be quarterly, semiannual, or annual, or upon authorization by the City. 18 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Editorial Work on Your Supplement The work on your supplement specifically focuses on the new legislation being incorporated with each supplement. For each supplement we provide project management, recordkeeping, processing, professional review of new legislation, and consult throughout the project. Our goal is to make the information easily accessible without altering in any way the meaning of what was originally adopted. The work on your supplement specifically focuses on the new legislation being incorporated with each supplement. As part of our process for new legislation, we will: > Acknowledge receipt of all materials > Verify adoption of all legislation, including date of action by governing body > Review legislation and distinguish between Code and non-Code material > Update record of legislation received and its disposition (Disposition List) > Request any missing legislation/missing pages > Determine proper placement of legislation within Code > Impose or utilize the adopted flexible section numbering system that allows for later changes > Create/modify chapter, article and/or section titles > Add historical annotations > Add any necessary cross references > Include editorial notes to sections that require additional explanation > Correct any misspellings so that searchability in eCode360 is not compromised > Impose a distinctive style for definitions, to aid Code user in quickly finding the meaning of a particular term > Maintain legislative integrity by following the original tables and graphics and, where necessary, improving the presentation so that the information contained therein is easily accessible > Impose standard internal section organizational hierarchy consistent with the rest of the Code > Impose standard style conventions consistent with the rest of the Code, i.e., number citation, capitalization , nonsubstantive grammar and punctuation, internal and statutory reference citation > Confirm accuracy of internal references; correct as necessary and appropriate > Confirm accuracy of statutory references; correct as necessary and appropriate > Read and review for missing wording; internal conflicts > Update ancillary Code pieces, such as the Table of Contents and chapter schemes, when necessary > Update Code Index > Create an Instruction Page so that Code holders can properly update the Code > Notify client of any issues and concerns noted and work together to determine appropriate resolution 19 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Printed Supplements Amendments to the printed Code occur in the form of printed supplement pages that are issued as replacement pages. Printed supplements include an updated Table of Contents, Disposition List, Index, text pages, and Instruction Page. Electronic Updates Amendments to the electronic version of the Code can be provided on their own schedule or can accompany printed supplements. Electronic updates will be incorporated into the Code, and a fully searchable, complete Code will be delivered online. Delivery Printed supplements to the Code will be delivered in bulk to Carlsbad, unless it chooses to utilize General Code's Distribution Services. The website will be updated in one to two business days. 20 DocuSign Envelope ID: A445F437-3AB4-406B-86A3-68C887CFD08C A Member ot the ICC Family of Solutions g ~ • INTERNATIONAL CODE COUNCIL• 781 Elmgrove Road I Rochester, NY 14624 I 800.836.8834 I genera lcode.com DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C ,,..---, ACORD• CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 01/01 /2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~'l~f ~CT Kevin Greer Paradigm Risk Management r.H.i>~t ---••· 312.332.5900 l FAX ;;.;;.; Nol· 1016 West Jackson Blvd. E-MAIL Kevin Greer@prm-ins.com Chicago, IL 60607 ADDRESS: INSURER(~ AFFORDING COVERAGE NAIC# INSURER A: The Charter Oak Fire Insurance Company 25615 INSURED INSURERS : Travelers Property Casualty Company of America 25674 General Code Enterprises, LLC INSURERC : Travelers Indemnity Company 19046 OBA General Code, LLC INSURERD : Axis Insurance ComDanv 37273 781 Elmgrove Road Rochester, NY 14624 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL ISUBR ,:~Mi~, /~~~ii~, LTR I ou<,n "'"n POLICY NUMBER LIMITS " COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -7 CLAIMS-MADE 0 OCCUR PR~l:,ics':'"~~~~-ral $ 1,000,000 -P-630-4P243453-COF-23 01/01/2023 01/01/2024 MEO EXP IAIW one person) $ 10,000 A PERSONAL & ADV INJURY $ N/A -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ POLICY □ ~rs □LOC PRODUCTS • COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY ~~~~~gflNG~LIMIT $ 1,000,000 -" ANY AUTO BODILY INJURY (Per person) $ A -OWNED SCHEDULED 810-4P24 7 403-23-43-G 01/01/2023 01/01/2024 - AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -I-" HIRED " NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY I-AUTOS ONLY (Per accident) s " UMBRELLA LIAB MOCCUR EACH OCCURRENCE $ 12,000,000 B EXCESS LIAB CLAIMS-MADE CUP-4P258466-23-43 01/01/2023 01/01/2024 AGGREGATE $ 12,000,000 OED I I RETENTION s $ WORKERS COMPENSATION )C TTffTuTE 1 l 2JH• AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNERIEXECUTIVE Fl UB-4P245919-23-43-G 01/01/2023 01/01/2024 E.L. EACH ACCIDENT $ 1,000,000 C OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE· EA EMPLOYEE $ 1,000,000 gi~ti'p"fi~ of~PERA TIONS below E.L. DISEASE • POLICY LIMIT $ 1,000,000 D Professional Liability P-001-000066542-05 01/01/2023 01/01/2024 $10,000,000 Each $10,000,000 Annual Claim Aggregate DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The City of Carlsbad CA is included as included as additional insureds if required by written contract or agreement CERTIFICATE HOLDER City of Carlsbad Attn : City Clerk Services Manager, 1200 Carlsbad Village Drive Carlsbad, CA 92008 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: A445F437-3AB4-4068-86A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a. With respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. If, and only to the extent that, such injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies. Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits. For the purposes of determining whether this limitation applies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section Ill -Limits Of Insurance. b. The insurance provided to such additional insured does not apply to: (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury'' or "property damage" caused by "your work" and included in the "products-completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. (2) If a claim is made or "suit" is brought against the additional insured: CG D2 46 0419 10 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit" as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit". cooperate with us in the investigation or settlement of the claim or defense against the "suit". and otherwise comply with all policy conditions. Policy Number: P-630-4P243453-COF-23 (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a loss we cover. However. this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4 .. Other Insurance, of Section IV -Commercial General Liability Conditions. Page 2 of 2 © 2018 The Travelers Indemnity Company. All rights reserved. CG D2 46 0419 DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your'' refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I -COVERAGES COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury'' or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical IDCpenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "bodily injury'' and "property damage" only if: (1) The "bodily injury'' or "property damage" is caused by an "occurrence" that takes place in the "coverage territory''; (2) The "bodily injury'' or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim knew that the "bodily injury'' or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury'' or "property damage" occurred, then any continuation, change or resumption of such "bodily injury'' or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury'' or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury'' or "property damage" after the end of the policy period. d. "Bodily injury'' or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury'' or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury'' or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. CG T1000219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury'' include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury''. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bcx:lily injury'' or "property damage" e.xpected or intended from the standpoint of the insured. This e~lusion does not apply to "bodily injury'' or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bcx:lily injury'' or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", pro\1ded that the "bodily injury'' or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "bcx:lily injury'' or "property damage", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorneys' fees and litigation e.xpenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bcx:lily injury'' or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person ; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or Policy Number: P-630-4P243453-COF-23 (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, ser\Ang or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling , serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bcx:lily 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 whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bcx:lily injury'' or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bcx:lily injury'' if sustained within a building and caused by smoke, fumes, vapor or soot proouced by or originating from equipment that Page2 of21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 is used to heat, cool or dehumidify the building, or produced by or originating from equipment that is used to heat water for personal use by the building's occupants or their guests; (ii) "Bodily injury'' or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury'' or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) If such "pollutants" are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However. this subparagraph does not apply to: (i) "Bodily injury'' or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed COMMERCIAL GENERAL LIABILITY to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury'' or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury'' or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury'' or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are or were at any time performing operations to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain , treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or CG T100 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of21 Includes copyrighted material of Insurance Services Office, Inc. 'Mth its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any gowmmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies ewn if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury'' or "property damage" inwlwd the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premses you own or rent; (2) A watercraft you do not own that is: (a) 50 feet long or less; and (b) Not being used to carry any person or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury'' or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify as "mobile equipment" under the definition of "mobile equipment" if such land vehicle were not subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged; or Policy Number: P-630-4P243453-COF-23 (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. h. Mobile Equipment "Bodily injury'' or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury'' or "property damage" arising out of: (1) War, including undeclared or ci"1I war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of in)Jry to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premses; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; Page4 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 0002 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1 ), (3) and (4) of this exclusion do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section Ill - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of tt or any part of It and Included In the "products- completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was perfonned on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property'' or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "yourwork"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and COMMERCIAL GENERAL LIABILITY accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adj.Jstment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property''; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury'' arising out of "personal and advertising injJry''. p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". Howe-..er, this exclusion does not apply to liability for damages because of "bodily injury''. q. Unsolicited Communication "Bodily injury'' or "property damage" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". r. Access Or Disclosure Of Confidential Or Personal Information "Bodily injury" or "property damage" arising out of any access to or disclosure of any person's or organization's confidential or personal information . s. Asbestos (1) "Bodily injury'' or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, prmAded that the "bodily injury'' or "property damage" is caused or contributed to by the hazardous properties of asbestos. CG T1000219 © 2017 Toe Travelers Indemnity Company. All rights reserved. Page 5 of21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY (2) "Bodily injury'' or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal initant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit'' which also alleges any "bodily injury'' or "property damage" described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing , containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. t. Employment-Related Practices "Bodily injury'' to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily inj..Jry'' to that person at whom any of the Policy Number: P-630-4P243453-COF-23 employment-related practices described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury''. Exclusions c. through n. do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section 111-Limits Of Insurance. COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury'' to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury'' to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "personal and advertising injury'' caused by an offense arising out of your business but only if the offense was committed in the "coverage territory'' during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury'' caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury'. Page6 of21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Serviees Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 This exclusion does not apply to "personal inj.Jry" caused by malicious prosecution. b. Material Published With Knowledge Of Falsity "Personal and advertising injury' arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Or Used Prior To Policy Period (1) "Personal and advertising injury' arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or (2) "Advertising injury' ansing out of infringement of copyright, ''title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. d. Criminal Acts "Personal and advertising inj.Jry' arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Because of "personal injury' assumed by you in a contract or agreement that is an "insured contract", provided that the "personal injury' is caused by an offense committed subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed by you in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "personal injury', provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed by you in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party COMMERCIAL GENERAL LIABILITY against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. f. Breach Of Contract "Advertising injury' arising out of a breach of contract. g. Quality Or Performance Of Goods -Failure To Conform To Statements "Advertising injury' arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Advertising injury' arising out of the wrong description of the price of goods, products or services stated in your "advertisement". i. Intellectual Property "Personal and advertising injury' arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal and advertising injury' alleged in any claim or "suit" that also alleges any such infringement or violation: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name; (5) Trademark; (6) Trade secret; or (7) Other intellectual property rights or laws. This exclusion does not apply to: (1) "Advertising injury' arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or (2) Any other "personal and advertising injury' alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury' caused by an offense committed by an insured whose business is: (1) Advertising, "broadcasting" or publishing; CGT1000219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 7 of21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY (2) Designing or detennining content of websites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a.(1 ), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: (1) Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or ser,,;ces will not be considered the business of publishing; and (2) The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "brooocasting" or publishing. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury'' arising out of an electronic chatroom or bulletin board the insured hosts or owns, or o\€r which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury'' arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury'' arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution-Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or Policy Number: P-630-4P243453-COF-23 neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising inj.Jry'' arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, re\Olution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Unsolicited Communication "Personal and advertising injury'' arising out of any actual or alleged violation of any law that restricts or prohibits the sendi ng, transmitting or distributing of "unsolicited communication". q. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury'' arising out of any access to or disclosure of any person's or organization's confidential or personal infonnation. r. Asbestos (1) "Personal and advertising injury'' arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, prow:ted that the "personal and advertising injury'' is caused or contributed to by the hazardous properties of asbestos. (2) "Personal and advertising injury'' arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "personal and advertising injury'' described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or Page 8 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 assess the effects of, asbestos, asbestos fibers or prcx:lucts containing asbestos; or (b) Claim or suit by or on behalf of any gowmmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. s. Employment-Related Practices "Personal injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal injury'' to that person at whom any of the employment-related practices described in Paragraph (a), (b), or (c) abow is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "personal injury''. COVERAGE C -MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury'' caused by an accident: (1) On premises you own or rent; (2) On ways ne>d to premises you own or rent; or COMMERCIAL GENERAL LIABILITY (3) Because of your operations; provided that: (a) The accident takes place in the "cowrage territory'' and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury'': a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bcx:lily injury" are payable or must be pro\4ded under a workers· compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products-Completed Operations Hazard Included within the "products-completed operations hazard". g. Coverage A Exclusions Excluded under Cowrage A. CG T1000219 © 2017 Toe Travelers Indemnity Company. All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuS.ign Envelope ID: A445F437-3AB4-4068-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS 1. We will pay, with respect to any claim we inwstigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the inwstigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs truced against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses truced against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been Policy Number: P-630-4P243453-COF-23 assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indermitee: (1) Agrees in writing to: (a) Cooperate with us in the inwstigation, settlement or defense of the "suit"; (b) lrrmediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and ( d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I - Coverages -Coverage A -Bodily lnjJry And Property Damage Liability or Paragraph 2.e. of Section I -Cowrages -Cowrage B -Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "bodily injury'', "property damage" or "personal injury'', and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: Page 10 of21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 a. We have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury'' or "personal injury'': (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer COMMERCIAL GENERAL LIABILITY workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker'' as a consequence of Paragraph (1 Ka) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of pro"1ding professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury'' arising out of providing or failing to provide first aid or "Gocx:I Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Gocx:I Samaritan sef\1ces" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Property damage" to property: (a) Owned , occupied or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. CGT1000219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office, Inc . .,.,;th its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY d. Your legal representatiw if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Any person or organization that, with your e>cpress or implied consent, either uses or is responsible for the use of a watercraft that you do not own that is: (1) 50 feet long or less; and (2) Not being used to carry any person or property for a charge. 3. Any organization you newty acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising inj.lry" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II - Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. An organization, other than a partnership, joint venture or limited liability company; or b. A trust; as indicated in its name or the documents that govern its structure. 4. Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily inj.Jry'', "property damage" or "personal and advertising injury'' that: a. Is "bodily inj.Jry'' or "property damage" that occurs, or is "personal and advertising injury'' caused by an offense that is committed, subsequent to the signing of that contract or agreement; and Policy Number: P-630-4P243453-COF-23 b. Arises out of the ownership, maintenance or use of that part of any premises leased to you . The insurance provided to such premises owner, manager or lessor is subject to the following provisions: a. The limits of insurance provided to such premises owner, manager or lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichewr are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or "personal and advertising inj.Jry'' caused by an offense that is committed, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. 5. Any person or organization that is an equipment lessor and that you haw agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury'', "property damage", or "personal and advertising inj.Jry'' that: a. Is "bodily injury'' or "property damage" that occurs, or is "personal and advertising injury'' caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichewr are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury'' or "property damage" that occurs, or "personal and advertising injury'' caused by an offense that is committed, after the equipment lease e>cpires. No person or organization is an insured with respect to the conduct of any current or past partnership, joint Page 12 of21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docus)gn Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 venture or limited liability cofll)any that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Section 11-Who Is An Insured. SECTION Ill -LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and c. Damages under Coverage B. 3. The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal injury'' and "advertising injury'' sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C; because of all "bodlly lnj.Jry'' and "property damage" arising out of any one "occurrence". For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in pro1Ading or failing to provide first aid or "Good Samaritan ser1Aces" to any one person will be deemed to be one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: COMMERCIAL GENERAL LIABILITY a. The amount shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part. 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other in\,()lved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; CGT1000219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 13 of21 Includes copyrighted material of Insurance Services Office, Inc. y,;th its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other infonnation; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit": and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, .other than for first aid , without our consent. e. The following provisions apply to Paragraph a. above, but only for purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II -Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individua~, any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company), any of your trustees who is an individual (if you are a trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are indi\1duals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual 'M10 is: (i) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; Policy Number: P-630-4P243453-COF-23 (iii) An executive officer or director of any other organization; or (iv) A trustee of any trust: that is your partner, joint venture member, manager or trustee: or (b) Any employee authorized by such partnership, joint venture, limited liability company, trust or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. Howe'-A'!r, if this policy includes an endorsement that provides limited coverage for "bodily inj.Jry'' or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's legal representative. Page 14 of 21 © 2017 Toe Travelers Indemnity Company. All rights reserved. CG T1 000219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 4. Other Insurance If valid and collectible other insurance is available to the insured for a loss we cowr under Cowrages A or B of this Coverage Part, our obligations are limited as described in Paragraphs a. and b. below. As used anyM1ere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (i) Another insurance company; (ii) Us or any of our affiliated insurance companies, except when the Non cumulation of Each Occurrence Limit provision of Paragraph 5. of Section Ill -Limits Of Insurance or the Non cumulation of Personal and Advertising Injury Limit provision of Paragraph 4. of Section Ill - Limits of Insurance applies because the Amendment -Non Cumulation Of Each Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; (iii) Any risk retention group; or (iv) Any self-insurance method or program, in which case the insured will be deemed to be the provider of other insurance. Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. As used anyM'lere in this Coverage Part, other insurer means a provider of other insurance. As used in Paragraph c. below, insurer means a provider of insurance. a. Primary Insurance This insurance is primary except when Paragraph b. 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 c. below, except when Paragraph d. below applies. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Buik:fer's Risk, Installation Risk or similar coverage for "your work"; COMMERCIAL GENERAL LIABILITY (ii) That is insurance for "premises damage"; (iii) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to any exclusion in this Cowrage Part that applies to aircraft, "autos" or watercraft; (iv) That is insurance available to a premises owner, manager or lessor that qualifies as an insured under Paragraph 4. of Section II - Who Is An Insured, except when Paragraph d. below applies; or (v) That is insurance available to an equipment lessor that qualifies as an insured under Paragraph 5. of Section II -Who Is An Insured, except when Paragraph d. below applies. (b) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) 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: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. CG T1000219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 15 of21 Includes copyrighted material of Insurance Services Office, Inc. vvith its permission. DocuSign Envelope ID: A445F437-3AB4--406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, 'Ne 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. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and 'Ne will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed ; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: Policy Number: P-630-4P243453-COF-23 a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information pro\1ded by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if . each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or ser,,,;ces for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or ser,,,;ces for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 2. "Advertising in)Jry'': a. Means injury caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement'' that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photograph or likeness; or (b} Unreasonably places a person in a false light; or (3) Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". b. Includes "bodily injury'' caused by one or more of the offenses described in Paragraph a. above. 3. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 4. "Bodily injury'' means: a. Physical harm, including sickness or disease, sustained by a person; or b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. 5. "Broadcasting" means transmitting any audio or visual material for any purpose: a. By radio or television; or COMMERCIAL GENERAL LIABILITY b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment, educational, instructional, music or news prograrrrning being transmitted; or (3) Advertising transmitted with any of such programming. 6. "Coverage territory'' means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the in)Jry or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1} Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury'' offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits in the territory described in Paragraph a. above, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software 0ncluding systems and applications software), hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executiw officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. CG T1000219 © 2017 Toe Travelers Indemnity Company. All rights reserved. Page 17 of21 Includes copyrighted material of Insurance Services Office, Inc. v.1th its permission. DocuS.ign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY 1 o. "Good Samaritan seruces" means any emergency medical senAces for which no compensation is demanded or receiwct. 11. "Hostile fire" means a fire which becomes uncontrollable or breaks out from where it was intended to be. 12. "Impaired property" means tangible property, other than "your product" or "your work'', that cannot be used or is less useful because: a. It incorporates "your product'' or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adj.Jstment or removal of "your product" or "your work'' or your fulfilling the terms of the contract or agreement. 13. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract''; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, e:>eept in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury'', "property damage" or "personal injJry'' to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injJry'' or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, Policy Number: P-630-4P243453-COF-23 tracks, roadbeds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, appro\1ng, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Gi\Ang directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (2) above and supervisory, inspection, architectural or engineering actiwies. 14. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a ''temporary worker". 15. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 16. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; Page 18 of21 @ 2017 Toe Travelers Indemnity Company. All rights reserved. CG T1 000219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to pennanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to pro\1de mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical e>q:>loration, lighting and well sef\1cing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the f~lowing types of permanently attached equipment are not "mobile equipment'' but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical e>q:>loration, lighting and well sef\1cing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". 17. "Occurrence" means: a. An accident, including continuous or repeated e>q:>osure to substantially the same general harmful conditions; or COMMERCIAL GENERAL LIABILITY b. An act or omission committed in pro\1ding or failing to provide first aid or "Good Samaritan sef\1ces" to a person, unless you are in the business or occupation of prO\,;ding professional health care ser.1ces. 18. "Personal and advertising injury" means "personal injJry'' or "advertising injury". 19. "Personal injury'': a. Means injury, other than "advertising injury'', caused by one or more of the following offenses: (1) False arrest, detention or imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or sef\1ces, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or sef\1ces disparaged; or (5) Oral or written publication, including publication by electronic means, of material that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury'' caused by one or more of the offenses described in Paragraph a. above. 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. CG T1000219 © 2017 Toe Travelers Indemnity Company. All rights reserved. Page 19 of21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: a. With respect to the first paragraph of the exceptions in Exclusion j. of Section I - Coverage A -Bodily lnj.Jry And Property Damage Liability, "property damage" to any premises while rented to you for a period of seven or fewer consecutive days, including the contents of such premises; or b. With respect to the exception to Exclusions c. through n. in the last paragraph of Paragraph 2. of Section I -Coverage A -Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of more than seven consecutive days, or while temporarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion: (3) Lightning; (4) Smoke resulting from fire, explosion or lightning; or (5) Water. But "premises damage" under this Paragraph b. does not include "property damage" to any premises caused by: (1) Rupture, bursting, or operation of pressure relief de\1ces; (2) Rupture or bursting due to expansion or swelling of the contents of any building or structure caused by or resulting from water; or (3) Explosion of steam boilers, steam pipes, steam engines or steam turbines. 22. "Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and ar1slng out of "your product" or "your work'' except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the ear1iest of the falowing times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your Policy Number: P-630-4P243453-COF-23 contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need seMce, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury'' or "property damage" arising out of: (1) The transportation of property, unless the inj.Jry or damage arises out of a condition in or on a vehicle not owned or operated by you , and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products- completed operations are subject to the General Aggregate Limit. 23. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 24. "Slogan": a. Means a phrase that others use for the purpose of attracting attention in their advertising. b. Does not include a phrase used as, or in, the name of: (1) Any person or organization, other than you; or (2) Any business, or any of the premises, goods, products, seMces or work, of any person or organization, other than you. Page20 of21 © 2017 Toe Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 25. "Suit" means a ci\1I proceeding in which damages because of "bodily injury'', "property damage" or "personal and advertising injJry'' to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such daTiages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 26. "Temporary worker'' means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 27. "Title" means a name of a literary or artistic work. 28. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 29. "Volunteer worker'' means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 30. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: COMMERCIAL GENERAL LIABILITY (a) You; (b) Others Lrooing under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 31. "Yourwork": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, perfonnance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. CG T1000219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 21 of21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft -75 Feet Long Or Less B. Who Is An Insured -Unnamed Subsidiaries C. Who Is An Insured -Retired Partners, Members, Directors And Employees D. Who Is An Insured -Employees And Volunteer Workers -Bodily Injury To Co-Employees, Co- Volunteer Workers And Retired Partners, Members, Directors And Employees E. Who Is An Insured -Newly Acquired Or Formed Limited Liability Companies F. Blanket Additional Insured -Controlling Interest G. Blanket Additional Insured -Mortgagees, Assignees, Successors Or Receivers PROVISIONS A. NON-OWNED WATERCRAFT -75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I COVERAGES -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e. of SECTION II -WHO IS AN INSURED: e. Any person or organization that, with your express or implied consent, either H. Blanket Additional Insured -Governmental Entities -Permits Or Authorizations Relating To Premises I. Blanket Additional Insured -Governmental Entities -Permits Or Authorizations Relating To Operations J. Incidental Medical Malpractice K. Medical Payments-Increased Limit L Amendment Of Excess Insurance Condition - Professional Liability M. Blanket Waiver Of Subrogation -When Required By Written Contract Or Agreement N. Contractual Liability -Railroads uses or is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or property for a charge; B. WHO IS AN INSURED SUBSIDIARIES UNNAMED The following is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period;and CG D3 79 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of6 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury'' or "property damage" that occurred, or "personal and advertising injury'' caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II -Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED -RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2. of SECTION II -WHO IS AN INSURED: Any person who is your retired partner, member, director or "employee" that is performing services for you under your direct supervision, 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 such retired partner, member, director or "employee" is an insured for: (1) "Bodily injury'': (a) To you, to your current partners or members (if you are a partnership or joint venture), to your current members (if you are a limited liability company) or to your current directors; (b) To the spouse, child, parent, brother or sister of that current partner, member or director as a consequence of Paragraph (1 )(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Policy Number: P-630-4P243453-COF-23 Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury'' arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your retired partners, members, directors or "employees", other than a doctor. Any such retired partners, members, directors or "employees" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Personal injury'': (a) To you, to your current or retired partners or members (if you are a partnership or joint venture), to your current or retired members (if you are a limited liability company), to your other current or retired directors or "employees" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that current or retired partner, member, director, "employee" or "volunteer worker" as a consequence of Paragraph (2)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (2)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (3) "Property damage" to property: (a) Owned, occupied or used by; or (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your retired partners, members or directors, your current or retired "employees" or "volunteer workers", any current partner or member (if you are a partnership or joint venture), or any current member (if you are a limited liability company) or current director. Page 2 of6 © 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 0219 Includes copyrighted material of Insurance Services Office, Inc. with its pennission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 D. WHO IS AN INSURED -EMPLOYEES AND VOLUNTEER WORKERS -BODILY INJURY TO CO-EMPLOYEES, CO-VOLUNTEER WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a current or retired co- "employee" while in the course of the co- "employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury'' to your other "volunteer workers" or retired partners, members or directors while performing duties related to the conduct of your business. E. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II -WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury'' arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II -Who Is An Insured, each such COMMERCIAL GENERAL LIABILITY organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. F. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II -WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. G. BLANKET ADDITIONAL INSURED MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury'' that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury'' caused by an offense that is committed, CG 03 79 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury'' or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury'', "property damage" or "personal and advertising injury'' arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. H. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away Policy Number: P-630-4P243453-COF-23 openings, sidewalk vaults, elevators, street banners or decorations. I. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products-completed operations hazard". J. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are in the business or occu pation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury'' arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, Page 4 of 6 © 2017 The Travelers Indemnity Company. All rights reserved. CG 03 79 0219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C Policy Number: P-630-4P243453-COF-23 occupational therapist or occupational therapy assistant, physical therapist or speech-language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or perfonning duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of detennining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of phannaceuticals committed by, or with the knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, COMMERCIAL GENERAL LIABILITY that is available to any of your "employees" for "bodily injury'' that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II - Who Is An Insured. K. MEDICAL PAYMENTS -INCREASED LIMIT The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury'' sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION -PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION - WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury'' or "property damage" that occurs ; or b. "Personal and advertising injury'' caused by an offense that is committed; subsequent to the signing of that contract or agreement. CG D3 79 0219 © 2017 Toe Travelers Indemnity Company. All rights reserved. Page5of6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: A445F437-3AB4-406B-B6A3-68C887CFD08C COMMERCIAL GENERAL LIABILITY Policy Number: P-630-4P243453-COF-23 N. CONTRACTUAL LIABILITY -RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG D3 79 0219