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Home My WebLink AboutCAI Safety Systems Inc dba CAI Fall Protection Systems; 2023-11-14; PWM24-2329UTILPWM24-2329UTIL Davit Installation at B Tank; Cont. No. 3904 Page 1 General Counsel Approved 6/30/2023 CARLSBAD MUNICIPAL WATER DISTRICT MINOR PUBLIC WORKS CONTRACT DAVIT INSTALLATION AT B-TANK; CONT. NO. 3904 This agreement is made on the ______________ day of _________________________, 2023, by the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California, hereinafter referred to as “CMWD”, and CAI Safety Systems, Inc., a California corporation, dba CAI Fall Protection Systems, whose principal place of business is 1605 Grove Avenue, Suite 104, Ontario, California 91761 (hereinafter called "Contractor"). CMWD and Contractor agree as follows: DESCRIPTION OF WORK. Contractor shall perform all work specified in the Contract documents for the project described by these Contract Documents (hereinafter called "Project"). PROVISIONS OF LABOR AND MATERIALS. Contractor shall provide all labor, materials, tools, equipment, and personnel to perform the work specified by the Contract Documents unless excepted elsewhere in this Contract. CONTRACT DOCUMENTS. The Contract Documents consist of this Contract, exhibits to this Contract, Contractor's Proposal, the Plans and Specifications, the General Provisions, as contained in the Standard Specifications for Public Works Construction “Greenbook”, latest edition and including all errata; Part 1 General Provisions, addendum(s) to said Plans and Specifications, and all proper amendments and changes made thereto in accordance with this Contract or the Plans and Specifications, all of which are incorporated herein by this reference. When in conflict, this Contract will supersede terms and conditions in the Contractor’s proposal. LABOR. Contractor will employ only skilled workers and abide by all State laws and City of Carlsbad Ordinances governing labor. GUARANTEE. Contractor guarantees all labor and materials furnished and agrees to complete the Project in accordance with directions and subject to inspection approval and acceptance by: Don Wasko (CMWD Project Manager) PAYMENT. The City shall withhold retention as required by Public Contract Code Section 9203. WAGE RATES. The general prevailing rate of wages for each craft or type of worker needed to execute the Contract shall be those as determined by the Director of Industrial Relations pursuant to Sections 1770, 1773 and 1773.1 of the Labor Code. Pursuant to Section 1773.2 of the Labor Code, a current copy of the applicable wage rates is on file in the Office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all workers employed by him or her in execution of the Contract. DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 14th November PWM24-2329UTIL Davit Installation at B Tank; Cont. No. 3904 Page 2 General Counsel Approved 6/30/2023 Contractor shall be responsible for insuring compliance with provisions of section 1777.5 of the Labor Code and section 4100 et seq. of the Public Contracts Code, "Subletting and Subcontracting Fair Practices Act." The City Engineer is CMWD’s "duly authorized officer" for the purposes of section 4107 and 4107.5. The provisions of Part 7, Chapter 1, of the Labor Code commencing with section 1720 shall apply to the Contract for work. A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. CONSTRUCTION MANAGEMENT SOFTWARE. Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non- productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. FALSE CLAIMS. Contractor hereby agrees that any contract claim submitted to CMWD must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 PWM24-2329UTIL Davit Installation at B Tank; Cont. No. 3904 Page 3 General Counsel Approved 6/30/2023 Prajesh Naranbhai Kavia provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. Contractor hereby acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the contractor may be prevented from further bidding on public contracts for a period of up to five (5) years and that debarment by another jurisdiction is grounds for CMWD to disqualify the Contractor or subcontractor from participating in contract bidding. Signature: ___________________________________ Print Name: ___________________________________ REQUIRED INSURANCE. The successful contractor shall provide to CMWD, a Certification of Commercial General Liability and Property Damage Insurance and a Certificate of Workers’ Compensation Insurance indicating coverage in a form approved by the California Insurance Commission. The certificates shall indicate coverage during the period of the contract and must be furnished to CMWD prior to the start of work. The minimum limits of liability insurance are to be placed with California admitted insurers that have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. Commercial General Liability Insurance of Injuries including accidental death, to any one person in an amount not less than……..$1,000,000 Subject to the same limit for each person on account of one accident in an amount not less than ….…$1,000,000 Property damage insurance in an amount of not less than……..$1,000,000 Automobile Liability Insurance in the amount of $1,000,000 combined single limit per accident for bodily injury and property damage. In addition, the auto policy must cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non-scheduled. The automobile insurance certificate must state the coverage is for “any auto” and cannot be limited in any manner. The above policies shall have non-cancellation clauses providing that 30 days written notice shall be given to CMWD prior to such cancellation. The policies shall name CMWD as additional insured. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. WORKERS COMPENSATION AND EMPLOYER’S LIABILITY. Worker’s 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. DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 PWM24-2329UTIL Davit Installation at B Tank; Cont. No. 3904 Page 4 General Counsel Approved 6/30/2023 BUSINESS LICENSE. The Contractor and all subcontractors are required to have and maintain a valid City of Carlsbad Business License for the duration of the contract. INDEMNITY. The Contractor shall assume the defense of, pay all expenses of defense, and indemnify and hold harmless CMWD and the City of Carlsbad, and its officers, officials, employees and volunteers, from all claims, loss, damage, injury and liability of every kind, nature and description, directly or indirectly arising from or in connection with the performance of the Contract or work; or from any failure or alleged failure of Contractor to comply with any applicable law, rules or regulations including those related to safety and health; and from any and all claims, loss, damages, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the nature of the work covered by the Contract, except for loss or damage caused by the sole or active negligence or willful misconduct of CMWD or City of Carlsbad. The expenses of defense include all costs and expenses including attorneys’ fees for litigation, arbitration, or other dispute resolution method. JURISDICTION. The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. Start Work: Contractor agrees to start within thirty (30) working days after receipt of Notice to Proceed. Completion: Contractor agrees to complete work within sixty (60) working days after receipt of Notice to Proceed. CONTRACTOR’S INFORMATION. CAI Safety Systems, Inc. dba CAI Fall Protection Systems 1605 Grove Ave., Ste. 104 (name of Contractor) 1077144 (street address) Ontario, CA 91761 (Contractor’s license number) A - 6/30/25 (city/state/zip) 951-465-7386 x303 (license class. and exp. date) PW-LR-1000913359 – 6/30/24 (telephone no.) pkavia@caisafety.com (DIR registration number & exp. date) (e-mail address) AUTHORITY. The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. [signatures on the following page] DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 PWM24-2329UTIL Davit Installation at B Tank; Cont. No. 3904 Page 5 General Counsel Approved 6/30/2023 CONTRACTOR CAI SAFETY SYSTEMS, Inc., a California corporation, dba CAI Fall Protection Systems CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: By: (sign here) Prajesh Naranbhai Kavia, President and Chief Financial Officer Vicki V. Quiram, General Manager as authorized by the Executive Manager (print name/title) By: (sign here) (print name/title) If required by CMWD, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President 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, General Counsel BY: _____________________________ Deputy General Counsel DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 PWM24-2329UTIL Davit Installation at B Tank; Cont. No. 3904 Page 6 General Counsel Approved 6/30/2023 EXHIBIT A LISTING OF SUBCONTRACTORS BY GENERAL CONTRACTOR Set forth below is the full name and location of the place of business of each sub-contractor whom the Contractor proposes to subcontract portions of the Project in excess of one-half of one percent of the total bid, and the portion of the Project which will be done by each sub-contractor for each subcontract. NOTE: The Contractor understands that if it fails to specify a sub-contractor for any portion of the Project to be performed under the contract in excess of one-half of one percent of the bid, the contractor shall be deemed to have agreed to perform such portion, and that the Contractor shall not be permitted to sublet or subcontract that portion of the work, except in cases of public emergency or necessity, and then only after a finding, reduced in writing as a public record of the Awarding Authority, setting forth the facts constituting the emergency or necessity in accordance with the provisions of the Subletting and Subcontracting Fair Practices Act (Section 4100 et seq. of the California Public Contract Code). If no subcontractors are to be employed on the project, enter the word "NONE." SUBCONTRACTORS Portion of Project to be Subcontracted Business Name and Address DIR Registration No. License No., Classification & Expiration Date % of Total Contract Concrete Scanning* Digital Concrete Scanning Services 2257 Harbor Bay Pkwy Alameda, CA 94502 1000010316 Exp. 6/30/24 N/A 65% *Specialty item – this item is not included in the subcontractor calculation for purposes of the percentage of work to be performed by the prime contractor. Total % Subcontracted: 65% The Contractor must perform no less than 50% of the work with its own forces. DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 PWM24-2329UTIL Davit Installation at B Tank; Cont. No. 3904 Page 7 General Counsel Approved 6/30/2023 EXHIBIT B Davit Installation at B-Tank Contractor shall provide all labor, materials, tools, equipment, and personnel to perform the work as follows: 1. Conduct “Concrete Penetrating Radar” test at one location for $5550. Pricing includes: a. Accessing the reservoir using the 30-foot-high ladder, hoisting all equipment to the top as necessary. b. Travel expenses to the site. 2. Onsite Install of one Davit bracket: CAI site labor plus one bracket $2900. Please note the following: a. Pricing is based on mobilizing for just one anchor. b. Travel expenses included. JOB QUOTATION ITEM NO. UNIT QTY DESCRIPTION PRICE 1 LS 1 Conduct concrete penetrating radar test at B-Tank site* $5,550 1 LS 1 Installation of (1) Davit bracket at B-Tank site (labor included) $2,900 TOTAL** $8,450 *Specialty item – this item is not included in the subcontractor calculation for purposes of the percentage of work to be performed by the prime contractor. **Includes taxes, fees, expenses and all other costs. DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 7/24/2023 Shank & Associates 10091 Park Run Drive Suite 200 Las Vegas NV 89145 Heather Soriano (702)878-2820 (702)870-1263 heather@swartsmanning.com CAI Safety Systems, Inc. 1609 S Grove Ave Suite 104 & 105 Ontario CA 91761 Hartford Life and Annuity Travelers Indemnity Company of Conneticut25682 Great American E&S Insurance Co.37532 Insurance Company of the West 27847 Lloyds of London Underwriters 23-24 Master A X X X X Y 72CESOF8627 7/24/2023 7/24/2024 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 Employee Benefits 1,000,000 B X X Y BA6T344921 7/24/2023 7/24/2024 1,000,000 BACEE C X XSE867653-01 7/24/2023 7/24/2024 5,000,000 5,000,000 D WLV5066725-01 7/24/2023 7/24/2024 X 1,000,000 1,000,000 1,000,000 E Professional Liability B0621PCOMB001723 7/24/2023 7/24/2024 Aggregate $2,000,000 F Cyber Liability D9822138A 7/24/2023 7/24/2024 Aggregate $2,000,000 Re: All Operations. The City of Carlsbad is named as Additional Insured with regards to the General Liability, subject to policy terms and conditions per Blanket Additional Insured form HG00010916 and form AC85430618 on the Auto Liability. Per Project applies per GL Form HS2541 0608. Blanket Waiver of Subrogation on the General Liability per form HG00010916, on the Auto Liability, and on the Workers Compensation per form WC040306 (4-84). Primary & Non-Contributory Wording applies per form HG00010916 on the General Liability and on the Auto coverage. Excess policy follows form of the above listed policies. 30 days notice of City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 certificates-carlsbad@riskworks.com Bryce Shank/BK Y The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE Ifyes,describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 ACORD® I ~ I -D □ -- R □ □ - -- - - -- -H I I I I I □ I cancellation to the certificate holders, except for 10 days notice for non-payment of premium. COMMENTS/REMARKS COPYRIGHT 2000, AMS SERVICES INC.OFREMARK DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM 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 the 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 cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS F. HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE -GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which I. USE -INCREASED LIMIT PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV -BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 COMMERCIAL AUTO perm1ss1on, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II -COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II -COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV -BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II -COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II -COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. Page 2 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 0215 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deducti- ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF USE -INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION Ill -PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION Ill -PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV -BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by CA T3 53 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV -BUSINESS AUTO CONDITIONS: The unintentional om1ss1on of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. Page 4 of 4 © 2015 The Travelers Indemnity Company. All rights reserved . CA T3 53 0215 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: ABCDEFGHIJ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF OTHER INSURANCE CONDITION - SCHEDULED ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. With respect to insurance provided to the additional (2) Primary And Non-Contributory To insured or insureds shown in the Schedule,Other Insurance When Required By Paragraph 4.of Section IV - Conditions is replaced The Additional Insuredby the following:If you have agreed with any additional 4. Other Insurance insured or insureds shown in the Schedule that this insurance is primaryIf other valid and collectible insurance is and non-contributory with the additionalavailable to the additional insured for a loss we insured's own insurance, this insuranceABcover under Coverages or of this Coverage is primary and we will not seekPart, our obligations are limited as follows:contribution from that other insurance.a. Primary Insurance Paragraphs (1)and (2)do not apply to other (1) Primary Insurance When Required By insurance to which the additional insuredThe Additional Insured has been added as an additional insured or b.This insurance is primary if you have to other insurance described in Paragraph agreed with any additional insured or below. insureds shown in the Schedule that this b. Excess Insuranceinsurance is primary. If other insurance This insurance is excess over any of theis also primary, we will share with all that other insurance, whether primary, excess,other insurance by the method contingent or on any other basis:described in Paragraph c.below. Form HS 20 07 12 10 Page 1 of 2 © 2010, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission.) 72 CES OF8627 #1: Nestle Holdings, Inc. Project Description: Certification DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 When this insurance is excess, we will have(1) Your Work ABno duty under Coverages or to defendThat is Fire, Extended Coverage,the insured against any "suit" if any otherBuilder's Risk, Installation Risk or similar insurer has a duty to defend the insuredcoverage for "your work";against that "suit". If no other insurer defends,(2) Premises Rented To You we will undertake to do so, but we will be That is fire, lightning or explosion entitled to the insured's rights against all those insurance for premises rented to you or other insurers. temporarily occupied by you with When this insurance is excess over otherpermission of the owner;insurance, we will pay only our share of the (3) Tenant Liability amount of the loss, if any, that exceeds the sum of:That is insurance purchased by you to cover your liability as a tenant for (1)The total amount that all such other "property damage" to premises rented to insurance would pay for the loss in the you or temporarily occupied by you with absence of this insurance; and permission of the owner;(2)The total of all deductible and self- (4) Aircraft, Auto Or Watercraft insured amounts under all that other insurance.If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to We will share the remaining loss, if any, with any other insurance that is not described inthe extent not subject to Exclusion g.of this Excess Insurance provision and was notIASection – Coverage – Bodily Injury bought specifically to apply in excess of theAnd Property Damage Liability;Limits of Insurance shown in the(5) Property Damage to Borrowed Declarations of this Coverage Part.Equipment Or Use Of Elevators c. Method Of SharingIf the loss arises out of "property If all of the other insurance permitsdamage" to borrowed equipment or the contribution by equal shares, we will followuse of elevators to the extent not subject this method also. Under this approach eachto Exclusion j.of Section I - Coverage A insurer contributes equal amounts until it has- Bodily Injury And Property Damage paid its applicable limit of insurance or noneLiability; or of the loss remains, whichever comes first.(6) When You Are Added As An If any of the other insurance does not permitAdditional Insured To Other contribution by equal shares, we will Insurance contribute by limits. Under this method, eachThat is available to you covering liability insurer's share is based on the ratio of itsfor damages arising out of the premises applicable limit of insurance to the totalor operations, or products and applicable limits of insurance of all insurers.completed operations, for which you have been added as an additional insured by that insurance. Page 2 of 2 Form HS 20 07 12 10 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 POLICY NUMBER: 72 CES OF8627 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PER PROJECT-AMENDMENT OF GENERAL AGGREGATE SUBJECT TO MAXIMUM ANNUAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE LIMITS OF INSURANCE: The Limits of Insurance shown in the Declarations are amended by the following: The Limits of Insurance, subject to all the terms of this policy that apply, are: Each Occurrence Limit Personal and Advertising Injury Limit Damage to Premises Rented to You -Any One Premises Medical Expense Limit-Any One Person General Aggregate Limit Project General Aggregate Limit Maximum Annual Aggregate Limit Products-Completed Operations Aggregate Limit $ See Declarations Page -----------$ See Declarations Page -----------$ See Declarations Page $ See Declarations Page $2,000,000 $2,000,000 $5,000,000 $ See Declarations Page In return for the payment of the premium when due and subject to all the terms of the Commercial General Liability Coverage Part not expressly modified herein, we agree with you as follows: A. The LIMITS OF INSURANCE (SECTION Ill) is deleted in its entirety and replaced with the following: 1. The Most We Will Pay The Limits of Insurance shown in the above Schedule 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. Maximum Annual Aggregate The Maximum Annual Aggregate Limit is the most we will pay for the sum of: a. Damages under the General Aggregate Limit and Form HS 25 410608 b. Damages under any one or more Project General Aggregate Limit(s), as described in paragraph 4. below. 3. General Aggregate Limit Subject to 2. above, the General Aggregate Limit is the most we will pay for the sum of: a. Damages under Coverage B Personal and Advertising Injury Liability; and b. Damages under Coverage C Medical Payments, and Coverage A Bodily Injury and Property Damage Liability, with the following exceptions: (1) "Bodily injury" or "property damage" included in the "products-completed operations hazard"; or Page 1 of 3 © 2008, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 (2) "Bodily injury" or "property damage" attributed solely to ongoing operations at a single "project"; c. "Property damage" included as Damage to Premises Rented to You. 4. Project General Aggregate Limit Subject to 2. above: a. A separate Project General Aggregate Limit applies to each single "project", in lieu of and not in addition to, the General Aggregate. Such Project General Aggregate is the most we will pay for all damages under Coverage A Bodily Injury and Property Damage Liability, or Coverage C Medical Payments, with the following exceptions: (1) "Bodily injury" or "property damage" included in the "products-completed operations hazard"; or (2) "Property damage" included in the Damage to Premises Rented to You coverage; or (3) "Bodily injury", "property damage", or medical expenses under Coverage C, which cannot be attributed solely to the ongoing operations at a single "project". Such damages will erode the General Aggregate Limit as provided in paragraph 3. above. b. The Project General Aggregate Limit: (1) Applies only to "occurrences" attributed solely to ongoing operations at a single "project"; and (2) Does not include damages for Coverage B Personal and Advertising Injury Liability, no matter where or in how many "projects" the offense or offenses may be committed. Such damages will erode the General Aggregate Limit as provided in paragraph 3. above. c. Any payments made under this paragraph 4., for damages for "bodily injury", "property damage", or medical expenses under Coverage C, shall reduce the Maximum Annual Aggregate Limit and the Project General Aggregate for that "project". Such payments shall not reduce the General Aggregate Limit or the Products-Completed Operations Aggregate Limit nor shall they reduce any other Project General Aggregate Limit. Form HS 25 410608 5. Products-Completed Operations Aggregate Limit The Products-Completed Operations Aggregate Limit is the most we will pay for damages under Coverage A -Bodily Injury and Property Damage Liability because of "bodily injury" and "property damage" included in the "products-completed operations hazard". 6. Personal And Advertising Injury Limit Subject to 3. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B Personal and Advertising Injury Liability for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 7. Occurrence Limit Subject to 3., 4., or 5. above, whichever applies, the Each Occurrence Limit is the most we will pay for damages under Coverage A -Bodily Injury and Property Damage Liability because of "bodily injury" or "property damage" arising out of any one "occurrence". 8. Damages To Premises Rented To You Limit Subject to 7. above, the Damage to Premises Rented to You Limit is the most we will pay for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented to You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. The Damage to Premises Rented to You Coverage is not subject to any Project General Aggregate Limit, but will erode the General Aggregate Limit. 9. Medical Expense Limit Subject to 3. or 4. above, whichever applies, the Medical Expense Any One Person Limit is the most we will pay under Coverage C Medical Payments for all medical expenses because of "bodily injury" sustained by any one person. Page 2 of3 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 Such Medical Payments Coverage is subject to either the Project General Aggregate Limit or the General Aggregate Limit as provided in paragraphs 3. or 4. above. 10. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (1) The limits of insurance specified in the written contract or written agreement; or (2) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. 11. If More Than One Limit of Insurance Applies If more than one limit of insurance under this Coverage Part and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this Coverage Part and such endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph 11. does not apply to the Medical Expense Limit for Coverage C. Form HS 25 410608 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. B. For the purposes of this endorsement, the Definitions Section is amended by the addition of the following definition: "Project" means a jobsite including premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right of way of a railroad. If a "project" has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed as the same project. Page 3 of3 ABCDEFGHIJ COMMERCIAL GENERAL LIABILITY COVERAGE FORM (1)The "bodily injury" or "property damage" is Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, caused by an "occurrence" that takes duties and what is and is not covered. place in the "coverage territory"; (2)The "bodily injury" or "property damage"Throughout this policy the words "you" and "your" refer to the Named Insured shown in the occurs during the policy period; and Declarations, and any other person or organization (3)Prior to the policy period, no insured listed qualifying as a Named Insured under this policy. The under Paragraph 1.of Section II - Who Is words "we", "us" and "our" refer to the stock An Insured and no "employee" authorized insurance company member of The Hartford by you to give or receive notice of an providing this insurance. "occurrence" or claim, knew that the The word "insured" means any person or "bodily injury" or "property damage" had organization qualifying as such under Section II -occurred, in whole or in part. If such a Who Is An Insured. listed insured or authorized "employee" knew, prior to the policy period, that the Other words and phrases that appear in quotation "bodily injury" or "property damage"marks have special meaning. Refer to Section V -occurred, then any continuation, change Definitions.or resumption of such "bodily injury" or SECTION I - COVERAGES "property damage" during or after the COVERAGE A BODILY INJURY AND PROPERTY policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period. 1. Insuring Agreement c."Bodily injury" or "property damage" will be deemed to have been known to have a.We will pay those sums that the insured occurred at the earliest time when any becomes legally obligated to pay as damages insured listed under Paragraph 1.of Section IIbecause of "bodily injury" or "property - Who Is An Insured or any "employee"damage" to which this insurance applies. We authorized by you to give or receive notice of will have the right and duty to defend the an "occurrence" or claim:insured against any "suit" seeking those damages. However, we will have no duty to (1)Reports all, or any part, of the "bodily defend the insured against any "suit" seeking injury" or "property damage" to us or any damages for "bodily injury" or "property other insurer; damage" to which this insurance does not (2)Receives a written or verbal demand or apply. We may, at our discretion, investigate claim for damages because of the "bodily any "occurrence" and settle any claim or "suit"injury" or "property damage"; orthat may result. But: (3)Becomes aware by any other means that (1)The amount we will pay for damages is "bodily injury" or "property damage" has limited as described in Section III -Limits occurred or has begun to occur.Of Insurance; and d.Damages because of "bodily injury" include (2)Our right and duty to defend ends when damages claimed by any person or we have used up the applicable limit of organization for care, loss of services orinsurance in the payment of judgments or death resulting at any time from the "bodily settlements under Coverages A or B or injury". medical expenses under Coverage C.e. Incidental Medical Malpractice And Good No other obligation or liability to pay sums or Samaritan Coverageperform acts or services is covered unless "Bodily injury" arising out of the rendering of explicitly provided for under Supplementary or failure to render the following health care Payments - Coverages A and B.services by any "employee" or "volunteer b.This insurance applies to "bodily injury" and worker" shall be deemed to be caused by an "property damage" only if: "occurrence" for: HG 00 01 09 16 Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 (1)Professional health care services such as:(a)Liability to such party for, or for the cost of, that party's defense has also (a)Medical, surgical, dental, laboratory, x-been assumed in the same "insured ray or nursing services or treatment,contract"; and advice or instruction, or the related (b)Such attorney fees and litigation furnishing offood or beverages; expenses are for defense of that party (b)Any health or therapeutic service, against a civil or alternative dispute treatment, advice or instruction; or resolution proceeding in which (c)The furnishing or dispensing of drugs damages to which this insurance or medical, dental, or surgical supplies applies are alleged. or appliances; or c. Liquor Liability (2)First aid services, which include:"Bodily injury" or "property damage" for which (a)Cardiopulmonary resuscitation, any insured may be held liable by reason of: whether performed manually or with a (1)Causing or contributing to the intoxication defibrillator; or ofany person; (b)Services performed as a Good (2)The furnishing of alcoholic beverages to a Samaritan.person under the legal drinking age or For the purpose of determining the limits of under the influence of alcohol; or insurance, any act or omission together with (3)Any statute, ordinance or regulation all related acts or omissions in the furnishing relating to the sale, gift, distribution or use of these services to any one person will be ofalcoholic beverages. considered one "occurrence". This exclusion applies even if the claims However, this Incidental Medical Malpractice against any insured allege negligence or And Good Samaritan Coverage provision other wrongdoing in:applies only if you are not engaged in the (a)The supervision, hiring, employment, business or occupation of providing any of the services described in this provision. training or monitoring of others by that insured; or2. Exclusions (b)Providing or failing to provide This insurance does not apply to: transportation with respect to any a. Expected Or Intended Injury person that may be under the influence "Bodily injury" or "property damage" expected ofalcohol; or intended from the standpoint of the if the "occurrence" which caused the "bodily insured. This exclusion does not apply to injury" or "property damage", involved that "bodily injury" or "property damage" resulting which is described in Paragraph (1),(2)or (3)from the use of reasonable force to protect above. persons or property. However, this exclusion applies only if you b. Contractual Liability are in the business of manufacturing, "Bodily injury" or "property damage" for which distributing, selling, serving or furnishing the insured is obligated to pay damages by alcoholic beverages. For the purposes of this reason of the assumption of liability in a exclusion, permitting a person to bring contract or agreement. This exclusion does alcoholic beverages on your premises, for not apply to liability for damages: consumption on your premises, whether or not a fee is charged or a license is required (1)That the insured would have in the for such activity, is not by itself considered the absence ofthe contract or agreement; or business of selling, serving or furnishing (2)Assumed in a contract or agreement that alcoholic beverages.is an "insured contract", provided the d. Workers' Compensation And Similar Laws "bodily injury" or "property damage" occurs subsequent to the execution of the Any obligation of the insured under a workers' contract or agreement. Solely for the compensation, disability benefits or purposes of liability assumed in an unemployment compensation law or any "insured contract", reasonable attorney similar law. fees and necessary litigation expenses e. Employer's Liability incurred by or for a party other than an "Bodily injury" to: insured are deemed to be damages (1)An "employee" ofthe insured arising out of because of "bodily injury" or "property damage", provided: and in the course of: Page 2 of 21 HG 00 01 09 16 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 (a)Employment by the insured; or (c)Which are or were at any time transported, handled, stored, treated, (b)Performing duties related to the disposed of, or processed as waste by conduct ofthe insured's business; or or for:(2)The spouse, child, parent, brother or sister (i)Any insured; or of that "employee" as a consequence of Paragraph (1) above. (ii)Any person or organization for whom you may be legally This exclusion applies: responsible; (1)Whether the insured may be liable as an employer or in any other capacity; and (d)At or from any premises, site or location on which any insured or any (2)To any obligation to share damages with contractors or subcontractors working or repay someone else who must pay directly or indirectly on any insured's damages because ofthe injury.behalf are performing operations if the This exclusion does not apply to liability "pollutants" are brought on or to the assumed by the insured under an "insured premises, site or location in connection contract". with such operations by such insured, f. Pollution contractor or subcontractor. However, (1)"Bodily injury" or "property damage"this subparagraph does not apply to:arising out of the actual, alleged or (i)"Bodily injury" or "property damage"threatened discharge, dispersal, seepage, arising out of the escape of fuels, migration, release or escape of lubricants or other operating fluids "pollutants":which are needed to perform the (a)At or from any premises, site or normal electrical, hydraulic or location which is or was at any time mechanical functions necessary for owned or occupied by, or rented or the operation of "mobile equipment"loaned to, any insured. However, this or its parts, if such fuels, lubricants subparagraph does not apply to:or other operating fluids escape (i)"Bodily injury" if sustained within a from a vehicle part designed to hold, store or receive them. This building and caused by smoke, exception does not apply if the fumes, vapor or soot produced by or originating from equipment that "bodily injury" or "property damage" is used to heat, cool or dehumidify arises out of the intentional the building, or equipment that is discharge, dispersal or release of used to heat water for personal the fuels, lubricants or other use, by the building's occupants or operating fluids, or if such fuels, their guests; lubricants or other operating fluids are brought on or to the premises,(ii)"Bodily injury" or "property damage"site or location with the intent that for which you may be held liable, if they be discharged, dispersed or you are a contractor and the owner released as part of the operations or lessee of such premises, site or being performed by such insured, location has been added to your contractor or subcontractor;policy as an additional insured with respect to your ongoing operations (ii)"Bodily injury" or "property damage" performed for that additional sustained within a building and insured at that premises, site or caused by the release of gases, location and such premises, site or fumes or vapors from materials location is not and never was brought into that building in owned or occupied by, or rented or connection with operations being loaned to, any insured, other than performed by you or on your behalf that additional insured; or by a contractor or subcontractor; or (iii)"Bodily injury" or "property damage"(iii)"Bodily injury" or "property damage"arising out of heat, smoke or fumes arising out of heat, smoke or fumesfrom a "hostile fire";from a "hostile fire"; or (b)At or from any premises, site or (e)At or from any premises, site or location which is or was at any time location on which any insured or any used by or for any insured or others for contractors or subcontractors working the handling, storage, disposal, directly or indirectly on any insured's processing or treatment ofwaste; behalf are performing operations if the HG 00 01 09 16 Page 3 of 21 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 (4)Liability assumed under any "insured operations are to test for, monitor, clean up, remove, contain, treat, contract" for the ownership, maintenance detoxify or neutralize, or in any way or use ofaircraft or watercraft; respond to, or assess the effects of,(5)"Bodily injury" or "property damage""pollutants".arising out of: (2)Any loss, cost or expense arising out of (a)The operation of machinery or any: equipment that is attached to, or part (a)Request, demand, order or statutory or of, a land vehicle that would qualify regulatory requirement that any under the definition of "mobile insured or others test for, monitor, equipment" if it were not subject to a clean up, remove, contain, treat, compulsory or financial responsibility detoxify or neutralize, or in any way law or other motor vehicle insurance respond to, or assess the effects of, law where it is licensed or principally "pollutants"; or garaged; or (b)Claim or suit by or on behalf of a (b)The operation of any of the machinery or equipment listed in Paragraph f.(2)governmental authority for damages or f.(3)of the definition of "mobile because of testing for, monitoring, cleaning up, removing, containing, equipment"; or treating, detoxifying or neutralizing, or (6)An aircraft that is not owned by anyin any way responding to, or assessing insured and is hired, chartered or loaned the effects of, "pollutants". with a paid crew. However, this exception However, this paragraph does not apply to does not apply if the insured has any other liability for damages because of "property insurance for such "bodily injury" or damage" that the insured would have in "property damage", whether the other the absence of such request, demand, insurance is primary, excess, contingent order or statutory or regulatory or on any other basis. requirement, or such claim or "suit" by or h. Mobile Equipment on behalf ofa governmental authority."Bodily injury" or "property damage" arising g. Aircraft, Auto Or Watercraft out of: "Bodily injury" or "property damage" arising (1)The transportation of "mobile equipment"out of the ownership, maintenance, use or by an "auto" owned or operated by or entrustment to others of any aircraft, "auto" or rented or loaned to any insured; or watercraft owned or operated by or rented or (2)The use of "mobile equipment" in, or while loaned to any insured. Use includes operation in practice for, or while being prepared for, and "loading or unloading". any prearranged racing, speed, This exclusion applies even if the claims demolition, or stunting activity. against any insured allege negligence or i. War other wrongdoing in the supervision, hiring, "Bodily injury" or "property damage", however employment, training or monitoring of others caused, arising, directly or indirectly, out of:by that insured, if the "occurrence" which (1)War, including undeclared or civil war; caused the "bodily injury" or "property damage" involved the ownership, (2)Warlike action by a military force, including maintenance, use or entrustment to others of action in hindering or defending against an any aircraft, "auto" or watercraft that is owned actual or expected attack, by any or operated by or rented or loaned to any government, sovereign or other authority insured.using military personnel or other agents; orThis exclusion does not apply to: (3)Insurrection, rebellion, revolution, usurped (1)A watercraft while ashore on premises you power, or action taken by governmental own or rent; authority in hindering or defending against (2)A watercraft you do not own that is: any of these.(a)Less than 51 feet long; and j. Damage To Property (b)Not being used to carry persons for a "Property damage" to: charge; (1)Property you own, rent, or occupy, (3)Parking an "auto" on, or on the ways next including any costs or expenses incurred to, premises you own or rent, provided the by you, or any other person, organization "auto" is not owned by or rented or loaned or entity, for repair, replacement, to you or the insured; Page 4 of 21 HG 00 01 09 16 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 m. Damage To Impaired Property Or Property enhancement, restoration or maintenance Not Physically Injured of such property for any reason, including prevention of injury to a person or damage "Property damage" to "impaired property" or to another's property; property that has not been physically injured, (2)Premises you sell, give away or abandon, arising out of: if the "property damage" arises out of any (1)A defect, deficiency, inadequacy or part ofthose premises;dangerous condition in "your product" or (3)Property loaned to you; "your work"; or (4)Personal property in the care, custody or (2)A delay or failure by you or anyone acting control of the insured; on your behalf to perform a contract or (5)That particular part of real property on agreement in accordance with its terms. which you or any contractors or This exclusion does not apply to the loss ofsubcontractors use of other property arising out of sudden working directly or indirectly on your behalf and accidental physical injury to "your are performing operations, if the "property product" or "your work" after it has been put damage" arises out of those operations; or to its intended use.(6)That particular part of any property that n. Recall Of Products, Work Or Impairedmust be restored, repaired or replaced Property because "your work" was incorrectly Damages claimed for any loss, cost or performed on it. expense incurred by you or others for the lossParagraphs(1), (3)and (4)of this exclusion of use, withdrawal, recall, inspection, repair, do not apply to "property damage" (other than replacement, adjustment, removal or disposal damage by fire) to premises, including the of: contents of such premises, rented to you for a (1)"Your product"; period of seven or fewer consecutive days. A separate limit of insurance applies to Damage (2)"Your work"; or To Premises Rented To You as described in (3)"Impaired property"; Section III - Limits OfInsurance.if such product, work, or property is withdrawn Paragraph (2)of this exclusion does not apply or recalled from the market or from use by if the premises are "your work" and were any person or organization because of a never occupied, rented or held for rental by known or suspected defect, deficiency, you. inadequacy or dangerous condition in it. Paragraphs (3)and (4)of this exclusion do o. Personal And Advertising Injurynot apply to "property damage" arising from "Bodily injury" arising out of "personal and the use ofelevators. advertising injury".Paragraphs (3), (4), (5)and (6)of this exclusion do not apply to liability assumed p. Access or Disclosure Of Confidential Or under a sidetrack agreement. Personal Information And Data-related LiabilityParagraphs(3)and (4)of this exclusion do not apply to "property damage" to borrowed Damages arising out of: equipment while not being used to perform (1)Any access to or disclosure of any operations at the job site. person's or organization's confidential or Paragraph (6) of this exclusion does not apply personal information, including patents, to "property damage" included in the trade secrets, processing methods, "products-completed operations hazard". customer lists, financial information, credit k. Damage To Your Product card information, health information or any other type of nonpublic information; or "Property damage" to "your product" arising out ofit or any part of it. (2)The loss of, loss of use of, damage to, corruption of, inability to access, orl. Damage To Your Work inability to manipulate electronic data. "Property damage" to "your work" arising out This exclusion applies even if damages are of it or any part of it and included in the claimed for notification costs, credit "products-completed operations hazard". monitoring expenses, forensic expenses, This exclusion does not apply if the damaged public relations expenses or any other loss,work or the work out of which the damage cost or expense incurred by you or othersarises was performed on your behalf by a arising out of that which is described in subcontractor. Paragraph (1)or (2)above. HG 00 01 09 16 Page 5 of 21 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 However, unless Paragraph (1)above detoxifying or neutralizing or in any applies, this exclusion does not apply to way responding to or assessing the damages because of"bodily injury". effects of an "asbestos hazard". s. Recording And Distribution Of Material Or As used in this exclusion, electronic data Information In Violation Of Lawmeans information, facts or programs stored as or on, created or used on, or transmitted to "Bodily injury" or "property damage" arising or from computer software, including systems directly or indirectly out of any action or and applications software, hard or floppy omission that violates or is alleged to violate:disks, CD-ROMS, tapes, drives, cells, data (1)The Telephone Consumer Protection Act processing devices or any other media which (TCPA), including any amendment of or are used with electronically controlled addition to such law;equipment.(2)The CAN-SPAM Act of 2003, including q. Employment-Related Practices any amendment of or addition to such law;"Bodily injury" to:(3)The Fair Credit Reporting Act (FCRA), and (1)A person arising out of any "employment-any amendment of or addition to such law, related practices"; or including the Fair and Accurate Credit (2)The spouse, child, parent, brother or sister Transaction Act (FACTA); or of that person as a consequence of "bodily (4)Any federal, state or local statute, injury" to that person at whom any ordinance or regulation, other than the "employment-related practices" are TCPA or CAN-SPAM Act of 2003 or FCRA directed.and their amendments and additions, that This exclusion applies: addresses, prohibits or limits the printing, dissemination, disposal, collecting, (1)Whether the injury-causing event recording, sending, transmitting, described in the definition of "employment-communicating or distribution of material related practices" occurs before or information.employment, during employment or after Damage To Premises Rented To You -employment ofthat person; Exception For Damage By Fire, Lightning Or(2)Whether the insured may be liable as an Explosionemployer or in any other capacity; and Exclusions c.through h.and j.through n.do not (3)To any obligation to share damages with apply to damage by fire, lightning or explosion to or repay someone else who must pay premises while rented to you or temporarily damages because ofthe injury.occupied by you with permission of the owner. A r. Asbestos separate limit of insurance applies to this (1)"Bodily injury" or "property damage"coverage as described in Section III -LimitsOfarising out of the "asbestos hazard".Insurance. (2)Any damages, judgments, settlements, COVERAGE B PERSONAL AND ADVERTISING loss, costs or expenses that:INJURY LIABILITY (a)May be awarded or incurred by reason 1. Insuring Agreement of any claim or suit alleging actual or a.We will pay those sums that the insured threatened injury or damage of any becomes legally obligated to pay as damagesnature or kind to persons or property because of "personal and advertising injury"which would not have occurred in to which this insurance applies. We will havewhole or in part but for the "asbestos the right and duty to defend the insured hazard";against any "suit" seeking those damages. (b)Arise out of any request, demand, However, we will have no duty to defend the order or statutory or regulatory insured against any "suit" seeking damagesrequirement that any insured or others for "personal and advertising injury" to which test for, monitor, clean up, remove, this insurance does not apply. We may, at ourencapsulate, contain, treat, detoxify or discretion, investigate any offense and settle neutralize or in any way respond to or any claim or "suit" that may result. But: assess the effects of an "asbestos (1)The amount we will pay for damages is hazard"; or limited as described in Section III -Limits(c)Arise out of any claim or suit for Of Insurance; anddamages because of testing for,(2)Our right and duty to defend end when we monitoring, cleaning up, removing, have used up the applicable limit ofencapsulating, containing, treating, insurance in the payment of judgments or Page 6 of 21 HG 00 01 09 16 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 settlements under Coverages A or B or h. Wrong Description Of Prices medical expenses under Coverage C."Personal and advertising injury" arising out of No other obligation or liability to pay sums or the wrong description of the price of goods, perform acts or services is covered unless products or services. explicitly provided for under Supplementary i. Infringement Of Intellectual Property Payments - Coverages A and B. Rights b.This insurance applies to "personal and (1)"Personal and advertising injury" arising advertising injury" caused by an offense out of any actual or alleged infringement arising out of your business but only if the or violation of any intellectual property offense was committed in the "coverage rights such as copyright, patent, territory" during the policy period.trademark, trade name, trade secret, trade 2. Exclusions dress, service mark or other designation oforigin or authenticity; orThis insurance does not apply to: (2)Any injury or damage alleged in any clama. Knowing Violation Of Rights Of Another or "suit" that also alleges an infringement "Personal and advertising injury" arising out of or violation of any intellectual property an offense committed by, at the direction or right, whether such allegation of with the consent or acquiescence of the infringement or violation is made by you or insured with the expectation of inflicting by any other party involved in the claim or "personal and advertising injury"."suit", regardless of whether this b. Material Published With Knowledge Of insurance would otherwise apply. Falsity However, this exclusion does not apply if the "Personal and advertising injury" arising out of only allegation in the claim or "suit" involving oral, written or electronic publication, in any any intellectual property right is limited to: manner, of material, if done by or at the (1)Infringement, in your "advertisement", of: direction of the insured with knowledge of its (a)Copyright;falsity. (b)Slogan; or c. Material Published Prior To Policy Period (c)Title ofany literary or artistic work; or"Personal and advertising injury" arising out of (2)Copying, in your "advertisement", a oral, written or electronic publication, in any manner, of material whose first publication person's or organization's "advertising took place before the beginning of the policy idea" or style of "advertisement". period. j. Insureds In Media And Internet Type d. Criminal Acts Businesses "Personal and advertising injury" arising out of "Personal and advertising injury" committed a criminal act committed by or at the direction by an insured whose business is: ofthe insured.(1)Advertising, broadcasting, publishing or e. Contractual Liability telecasting; (2)Designing or determining content of web "Personal and advertising injury" for which the insured has assumed liability in a contract or sites for others; or agreement. This exclusion does not apply to (3)An Internet search, access, content or liability for damages that the insured would service provider. have in the absence of the contract or However, this exclusion does not apply to agreement.Paragraphs a., b.and c.of the definition off. Breach Of Contract "personal and advertising injury" under the "Personal and advertising injury" arising out of a Definitions Section. breach of contract, except an implied contract to For the purposes of this exclusion, the placing use another's "advertising idea" in your of frames, borders or links, or advertising, for"advertisement".you or others anywhere on the Internet, is not g. Quality Or Performance Of Goods - Failure by itself, considered the business of To Conform To Statements advertising, broadcasting, publishing or telecasting."Personal and advertising injury" arising out of k. Electronic Chatrooms Or Bulletin Boardsthe failure of goods, products or services to conform with any statement of quality or "Personal and advertising injury" arising out ofperformance made in your "advertisement".an electronic chatroom or bulletin board the HG 00 01 09 16 Page 7 of 21 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 (4)Computer code, software or programming insured hosts, owns, or over which the insured exercises control. used to enable: l. Unauthorized Use Of Another's Name Or (a)Your web site; or Product (b)The presentation or functionality of an "Personal and advertising injury" arising out of "advertisement" or other content on the unauthorized use of another's name or your web site. product in your e-mail address, domain name q. Right Of Privacy Created By Statuteor metatags, or any other similar tactics to "Personal and advertising injury" arising out ofmislead another's potential customers.the violation of a person's right of privacy m. Pollution created by any state or federal act. "Personal and advertising injury" arising out of However, this exclusion does not apply to the actual, alleged or threatened discharge, liability for damages that the insured would dispersal, seepage, migration, release or have in the absence of such state or federalescape of "pollutants" at any time.act. n. Pollution-Related r. Violation Of Anti-Trust law Any loss, cost or expense arising out ofany: "Personal and advertising injury" arising out of (1)Request, demand, order or statutory or a violation ofany anti-trust law. regulatory requirement that any insured or s. Securitiesothers test for, monitor, clean up, remove, "Personal and advertising injury" arising out ofcontain, treat, detoxify or neutralize, or in the fluctuation in price or value of any stocks,any way respond to, or assess the effects bonds or other securities.of, "pollutants"; or t. Recording And Distribution Of Material Or (2)Claim or suit by or on behalf of a Information In Violation Of Lawgovernmental authority for damages "Personal and advertising injury" arising because of testing for, monitoring, directly or indirectly out of any action or cleaning up, removing, containing, omission that violates or is alleged to violate:treating, detoxifying or neutralizing, or in any way responding to, or assessing the (1)The Telephone Consumer Protection Act effects of, "pollutants".(TCPA), including any amendment of or addition to such law;o. War (2)The CAN-SPAM Act of 2003, including "Personal and advertising injury", however any amendment of or addition to such law;caused, arising, directly or indirectly, out of: (3)The Fair Credit Reporting Act (FCRA), and (1)War, including undeclared or civil war; any amendment of or addition to such law, (2)Warlike action by a military force, including including the Fair and Accurate Credit action in hindering or defending against an Transaction Act (FACTA); oractual or expected attack, by any (4)Any federal, state or local statute, government, sovereign or other authority ordinance or regulation, other than the using military personnel or other agents; TCPA or CAN-SPAM Act of 2003 or FCRA or and their amendments and additions, that (3)Insurrection, rebellion, revolution, usurped addresses, prohibits or limits the printing, power, or action taken by governmental dissemination, disposal, collecting, authority in hindering or defending against recording, sending, transmitting, any ofthese.communicating or distribution of material p. Internet Advertisements And Content Of or information.Others u. Employment-Related Practices"Personal and advertising injury" arising out "Personal and advertising injury" to:of:(1)A person arising out of any "employment-(1)An "advertisement" for others on your web related practices"; orsite; (2)The spouse, child, parent, brother or sister (2)Placing a link to a web site of others on of that person as a consequence of your web site; "personal and advertising injury" to that (3)Content, including information, sounds, person at whom any "employment-related text, graphics, or images from a web site practices" are directed.of others displayed within a frame or border on your web site; or Page 8 of 21 HG 00 01 09 16 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 COVERAGE C MEDICAL PAYMENTS This exclusion applies: (1)Whether the injury-causing event 1. Insuring Agreement described in the definition of "employment-a.We will pay medical expenses as described related practices" occurs before below for "bodily injury" caused by an employment, during employment or after accident: employment ofthat person;(1)On premises you own or rent; (2)Whether the insured may be liable as an (2)On ways next to premises you own or employer or in any other capacity; and rent; or (3)To any obligation to share damages with (3)Because of your operations;or repay someone else who must pay provided that: damages because ofthe injury. (1)The accident takes place in the "coverage v. Asbestos territory" and during the policy period; (1)"Personal and advertising injury" arising (2)The expenses are incurred and reported out ofthe "asbestos hazard". to us within three years of the date of the (2)Any damages, judgments, settlements, accident; and loss, costs or expenses that:(3)The injured person submits to (a)May be awarded or incurred by reason examination, at our expense, byof any claim or suit alleging actual or physicians of our choice as often as we threatened injury or damage of any reasonably require.nature or kind to persons or property b.We will make these payments regardless ofwhich would not have occurred in fault. These payments will not exceed the whole or in part but for the "asbestos applicable limit of insurance. We will pay hazard"; reasonable expenses for:(b)Arise out of any request, demand, (1)First aid administered at the time of an order or statutory or regulatory accident; requirement that any insured or others test for, monitor, clean up, remove, (2)Necessary medical, surgical, X-ray and encapsulate, contain, treat, detoxify or dental services, including prosthetic neutralize or in any way respond to or devices; and assess the effects of an "asbestos (3)Necessary ambulance, hospital, hazard"; or professional nursing and funeral services. (c)Arise out of any claim or suit for 2. Exclusions damages because of testing for, We will not pay expenses for "bodily injury": monitoring, cleaning up, removing, encapsulating, containing, treating, a. Any Insureddetoxifying or neutralizing or in any To any insured, except "volunteer workers". way responding to or assessing the b. Hired Personeffects of an "asbestos hazard". To a person hired to do work for or on behalfw. Access Or Disclosure Of Confidential Or ofany insured or a tenant of any insured. Personal Information c. Injury On Normally Occupied Premises"Personal and advertising injury" arising out of any access to or disclosure of any person's or To a person injured on that part of premises organization's confidential or personal you own or rent that the person normally information, including patents, trade secrets, occupies. processing methods, customer lists, financial d. Workers Compensation And Similar Lawsinformation, credit card information, health To a person, whether or not an "employee" ofinformation or any other type of nonpublic any insured, if benefits for the "bodily injury" areinformation.payable or must be provided under a workers'This exclusion applies even if damages are compensation or disability benefits law or aclaimed for notification costs, credit similarlaw.monitoring expenses, forensic expenses, e. Athletics Activitiespublic relations expenses or any other loss, cost or expense incurred by you or others To a person injured while practicing, arising out of any access to or disclosure of instructing or participating in any physical any person's or organization's confidential or exercises or games, sports, or athletic personal information.contests. HG 00 01 09 16 Page 9 of 21 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 f. Products-Completed Operations Hazard assumed by the insured in the same "insured contract"; Included within the "products-completed d.The allegations in the "suit" and the operations hazard". information we know about the "occurrence"g. Coverage A Exclusions are such that no conflict appears to exist Excluded under Coverage A.between the interests of the insured and the SUPPLEMENTARY PAYMENTS - COVERAGES interests of the indemnitee;A AND B e.The indemnitee and the insured ask us to1.We will pay, with respect to any claim we conduct and control the defense of that investigate or settle, or any "suit" against an indemnitee against such "suit" and agree that insured we defend: we can assign the same counsel to defend a.All expenses we incur. the insured and the indemnitee; and b.Up to $1,000 for cost of bail bonds required f.The indemnitee: because of accidents or traffic law violations (1)Agrees in writing to: arising out of the use of any vehicle to which (a)Cooperate with us in the investigation, the Bodily Injury Liability Coverage applies. settlement or defense ofthe "suit"; We do not have to furnish these bonds. (b)Immediately send us copies of any c.The cost of appeal bonds or bonds to release demands, notices, summonses or legal attachments, but only for bond amounts papers received in connection with the within the applicable limit of insurance. We do "suit"; not have to furnish these bonds. d.All reasonable expenses incurred by the (c)Notify any other insurer whose insured at our request to assist us in the coverage is available to the investigation or defense of the claim or "suit", indemnitee; and including actual loss of earnings up to $500 a (d)Cooperate with us with respect today because of time offfrom work.coordinating other applicable e.All court costs taxed against the insured in insurance available to the indemnitee; the "suit". However, such costs do not and include attorneys' fees, attorneys' expenses,(2)Provides us with written authorization to: witness or expert fees, or any other expenses (a)Obtain records and other information ofa party taxed to the insured.related to the "suit"; and f.Prejudgment interest awarded against the (b)Conduct and control the defense of the insured on that part of the judgment we pay. If indemnitee in such "suit". we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment So long as the above conditions are met,interest based on that period of time after the attorneys' fees incurred by us in the defense ofoffer.that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses g.All interest on the full amount of any judgment incurred by the indemnitee at our request will be that accrues after entry of the judgment and paid as Supplementary Payments. before we have paid, offered to pay, or Notwithstanding the provisions of Paragraph deposited in court the part of the judgment 2.b.(2)of Section I - Coverage A - Bodily Injury that is within the applicable limit ofinsurance. And Property Damage Liability, such paymentsThese payments will not reduce the limits of will not be deemed to be damages for "bodilyinsurance. injury" and "property damage" and will not reduce 2.If we defend an insured against a "suit" and an the limits ofinsurance. indemnitee of the insured is also named as a Our obligation to defend an insured's indemnitee party to the "suit", we will defend that indemnitee and to pay for attorneys' fees and necessary ifall of the following conditions are met:litigation expenses as Supplementary Payments a.The "suit" against the indemnitee seeks ends when: damages for which the insured has assumed a.We have used up the applicable limit ofthe liability of the indemnitee in a contract or insurance in the payment of judgments oragreement that is an "insured contract"; settlements; or b.This insurance applies to such liability b.The conditions set forth above, or the terms ofassumed by the insured; the agreement described in Paragraph f.c.The obligation to defend, or the cost of the above, are no longer met.defense of, that indemnitee, has also been Page 10 of 21 HG 00 01 09 16 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 SECTION II - WHO IS AN INSURED "volunteer worker" as a consequence ofParagraph (1)(a)above; 1.If you are designated in the Declarations as: (c)For which there is any obligation to a.An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole of the injury described in Paragraphsowner. (1)(a)or (1)(b)above; or b.A partnership or joint venture, you are an (d)Arising out of his or her providing or insured. Your members, your partners, and failing to provide professional health their spouses are also insureds, but only with care services. respect to the conduct of your business. If you are not in the business of providing c.A limited liability company, you are an professional health care services:insured. Your members are also insureds, but (a)Subparagraphs (1)(a),(1)(b)and (1)(c)only with respect to the conduct of your business. Your managers are insureds, but above do not apply to any "employee" only with respect to their duties as your or "volunteer worker" providing first aid managers. services; and d.An organization other than a partnership, joint (b)Subparagraph (1)(d)above does not venture or limited liability company, you are apply to any nurse, emergency medical an insured. Your "executive officers" and technician or paramedic employed by directors are insureds, but only with respect to you to provide such services. their duties as your officers or directors. Your (2)"Property damage" to property:stockholders are also insureds, but only with (a)Owned, occupied or used by, respect to their liability as stockholders. (b)Rented to, in the care, custody or e.A trust, you are an insured. Your trustees are control of, or over which physical also insureds, but only with respect to their control is being exercised for any duties as trustees.purpose by 2.Each ofthe following is also an insured: you, any of your "employees", "volunteer a. Employees And Volunteer Workers workers", any partner or member (if you Your "volunteer workers" only while are a partnership or joint venture), or any performing duties related to the conduct of member (if you are a limited liability your business, or your "employees", other company). than either your "executive officers" (if you are b. Real Estate Manageran organization other than a partnership, joint Any person (other than your "employee" or venture or limited liability company) or your "volunteer worker"), or any organization while managers (if you are a limited liability acting as your real estate manager.company), but only for acts within the scope c. Temporary Custodians Of Your Propertyof their employment by you or while performing duties related to the conduct of Any person or organization having proper your business.temporary custody of your property if you die, but only: However, none of these "employees" or "volunteer workers" are insureds for:(1)With respect to liability arising out of the maintenance or use ofthat property; and (1)"Bodily injury" or "personal and advertising injury": (2)Until your legal representative has been appointed. (a)To you, to your partners or members (if you are a partnership or joint venture), d. Legal Representative If You Dieto your members (if you are a limited Your legal representative if you die, but only liability company), to a co-"employee"with respect to duties as such. Thatwhile in the course of his or her representative will have all your rights and employment or performing duties duties under this Coverage Part. related to the conduct of your e. Unnamed Subsidiarybusiness, or to your other "volunteer workers" while performing duties Any subsidiary, and subsidiary thereof, ofrelated to the conduct of your yours which is a legally incorporated entity ofbusiness;which you own a financial interest of more than 50% of the voting stock on the effective (b)To the spouse, child, parent, brother or date of the Coverage Part. sister of that co-"employee" or that HG 00 01 09 16 Page 11 of 21 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 The insurance afforded herein for any A person or organization is an additional insured subsidiary not named in this Coverage Part under this provision only for that period of time as a named insured does not apply to injury required by the contract or agreement. or damage with respect to which such insured However, no such person or organization is an is also a named insured under another policy insured under this provision if such person or or would be a named insured under such organization is included as an insured by an policy but for its termination or the exhaustion endorsement issued by us and made a part ofofits limits ofinsurance. this Coverage Part. 3. Newly Acquired Or Formed Organization a. Vendors Any organization you newly acquire or form,Any person(s) or organization(s) (referred toother than a partnership, joint venture or limited below as vendor), but only with respect to liability company, and over which you maintain "bodily injury" or "property damage" arising financial interest of more than 50% of the voting out of "your products" which are distributed or stock, will qualify as a Named Insured if there is sold in the regular course of the vendor'sno other similar insurance available to that business and only if this Coverage Part organization. However: provides coverage for "bodily injury" or a.Coverage under this provision is afforded only "property damage" included within the until the 180th day after you acquire or form "products-completed operations hazard". the organization or the end of the policy (1)The insurance afforded the vendor is period, whichever is earlier; subject to the following additional b.Coverage A does not apply to "bodily injury"exclusions: or "property damage" that occurred before This insurance does not apply to:you acquired or formed the organization; and (a)"Bodily injury" or "property damage" forc.Coverage B does not apply to "personal and which the vendor is obligated to pay advertising injury" arising out of an offense damages by reason of the assumption committed before you acquired or formed the of liability in a contract or agreement. organization.This exclusion does not apply to 4. Nonowned Watercraft liability for damages that the vendor would have in the absence of the With respect to watercraft you do not own that is contract or agreement;less than 51 feet long and is not being used to (b)Any express warranty unauthorized by carry persons for a charge, any person is an insured while operating such watercraft with your you; permission. Any other person or organization (c)Any physical or chemical change in the responsible for the conduct of such person is product made intentionally by the also an insured, but only with respect to liability vendor;arising out of the operation of the watercraft, and (d)Repackaging, except when unpackedonly if no other insurance of any kind is available solely for the purpose of inspection, to that person or organization for this liability.demonstration, testing, or the However, no person or organization is an insured substitution of parts under instructions with respect to:from the manufacturer, and then a."Bodily injury" to a co-"employee" of the repackaged in the original container; person operating the watercraft; or (e)Any failure to make such inspections, b."Property damage" to property owned by, adjustments, tests or servicing as the rented to, in the charge of or occupied by you vendor has agreed to make or normally or the employer of any person who is an undertakes to make in the usual insured under this provision. course of business, in connection with the distribution or sale ofthe products;5. Additional Insureds When Required By Written Contract, Written Agreement Or (f)Demonstration, installation, servicing Permit or repair operations, except such operations performed at the vendor's The following person(s) or organization(s) are an premises in connection with the sale of additional insured when you have agreed,in a the product;written contract, written agreement or because of (g)Products which, after distribution or a permit issued by a state or political subdivision, that such person or organization be added as an sale by you, have been labeled or additional insured on your policy, provided the relabeled or used as a container, part injury or damage occurs subsequent to the or ingredient of any other thing or execution of the contract or agreement. substance by or for the vendor; or Page 12 of 21 HG 00 01 09 16 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 (h)"Bodily injury" or "property damage"omissions ofthose acting on your behalf: arising out ofthe sole negligence of the (1)In connection with your premises; orvendor for its own acts or omissions or (2)In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf.exclusion does not apply to:With respect to the insurance afforded these (i)The exceptions contained in Sub-additional insureds, the following additional paragraphs (d)or (f);or exclusion applies:(ii)Such inspections, adjustments,This insurance does not apply to "bodily tests or servicing as the vendor has injury", "property damage" or "personal and agreed to make or normally advertising injury" arising out of the rendering undertakes to make in the usual of or the failure to render any professional course of business, in connection services by or for you, including:with the distribution or sale of the 1.The preparing, approving, or failing to products.prepare or approve, maps, shop drawings, (2)This insurance does not apply to any opinions, reports, surveys, field orders, insured person or organization, from change orders or drawings and whom you have acquired such products, specifications; oror any ingredient, part or container, 2.Supervisory, inspection, architectural or entering into, accompanying or containing engineering activities.such products. This exclusion applies even if the claimsb. Lessors Of Equipment against any insured allege negligence or (1)Any person(s) or organization(s) from other wrongdoing in the supervision, hiring, whom you lease equipment; but only with employment, training or monitoring of othersrespect to their liability for "bodily injury", by that insured, if the "occurrence" which "property damage" or "personal and caused the "bodily injury" or "property advertising injury" caused, in whole or in damage", or the offense which caused the part, by your maintenance, operation or "personal and advertising injury", involved the use of equipment leased to you by such rendering of or the failure to render any person(s) or organization(s). professional services by or for you.(2)With respect to the insurance afforded to e. Permits Issued By State Or Political these additional insureds this insurance Subdivisionsdoes not apply to any "occurrence" which Any state or political subdivision, but only with takes place after the equipment lease respect to operations performed by you or on expires. your behalf for which the state or political c. Lessors Of Land Or Premises subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded theselease land or premises, but only with respect additional insureds, this insurance does not to liability arising out of the ownership, apply to:maintenance or use of that part of the land or (1)"Bodily injury", "property damage" orpremises leased to you."personal and advertising injury" arising With respect to the insurance afforded these out of operations performed for the state additional insureds the following additional or municipality; orexclusions apply:(2)"Bodily injury" or "property damage"This insurance does not apply to:included within the "products-completed 1.Any "occurrence" which takes place after operations hazard".you cease to lease that land; or f. Any Other Party2.Structural alterations, new construction or Any other person or organization who is not demolition operations performed by or on an additional insured under Paragraphs a.behalf ofsuch person or organization.through e. above, but only with respect to d. Architects, Engineers Or Surveyors liability for "bodily injury", "property damage" Any architect, engineer, or surveyor, but only or "personal and advertising injury" caused, in with respect to liability for "bodily injury", whole or in part, by your acts or omissions or "property damage" or "personal and the acts or omissions of those acting on your advertising injury" caused, in whole or in part, behalf: by your acts or omissions or the acts or (1)In the performance of your ongoing operations; HG 00 01 09 16 Page 13 of 21 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 (2)In connection with your premises owned No person or organization is an insured with respect by or rented to you; or to the conduct of any current or past partnership, joint venture or limited liability company that is not (3)In connection with "your work" and shown as a Named Insured in the Declarations. included within the "products-completed SECTION III - LIMITS OF INSURANCE operations hazard", but only if (a)The written contract or agreement 1. The Most We Will Pay requires you to provide such coverage The Limits of Insurance shown in the to such additional insured; and Declarations and the rules below fix the most we (b)This Coverage Part provides coverage will pay regardless ofthe number of: for "bodily injury" or "property damage"a.Insureds; included within the "products-b.Claims made or "suits" brought; or completed operations hazard". c.Persons or organizations making claims orHowever:bringing "suits". (1)The insurance afforded to such additional 2. General Aggregate Limitinsured only applies to the extent The General Aggregate Limit is the most we will permitted by law; and pay for the sum of:(2)If coverage provided to the additional a.Medical expenses under Coverage C;insured is required by a contract or agreement, the insurance afforded to such b.Damages under Coverage A,except additional insured will not be broader than damages because of "bodily injury" or that which you are required by the contract "property damage" included in the "products-or agreement to provide for such completed operations hazard"; and additional insured.c.Damages under Coverage B. With respect to the insurance afforded to 3. Products-Completed Operations Aggregate these additional insureds, this insurance does Limitnot apply to: The Products-Completed Operations Aggregate "Bodily injury", "property damage" or Limit is the most we will pay under Coverage A"personal and advertising injury" arising out of for damages because of "bodily injury" and the rendering of, or the failure to render, any "property damage" included in the "products-professional architectural, engineering or completed operations hazard". surveying services, including:4. Personal And Advertising Injury Limit(1)The preparing, approving, or failing to Subject to 2.above, the Personal and prepare or approve, maps, shop drawings, Advertising Injury Limit is the most we will pay opinions, reports, surveys, field orders, under Coverage B for the sum of all damageschange orders or drawings and because of all "personal and advertising injury"specifications; or sustained by any one person or organization. (2)Supervisory, inspection, architectural or 5. Each Occurrence Limitengineering activities. Subject to 2.or 3.above, whichever applies, the This exclusion applies even if the claims Each Occurrence Limit is the most we will pay for against any insured allege negligence or the sum of:other wrongdoing in the supervision, hiring, employment, training or monitoring of others a.Damages under Coverage A;and by that insured, if the "occurrence" which b.Medical expenses under Coverage Ccaused the "bodily injury" or "property because of all "bodily injury" and "property damage", or the offense which caused the damage" arising out ofany one "occurrence". "personal and advertising injury", involved the rendering of or the failure to render any 6. Damage To Premises Rented To You Limit professional services by or for you.Subject to 5.above, the Damage To PremisesThe limits of insurance that apply to additional Rented To You Limit is the most we will pay insureds is described in Section III -LimitsOf under Coverage A for damages because of Insurance. "property damage" to any one premises, while rented to you, or in the case of damage by fire, How this insurance applies when other insurance lightning or explosion, while rented to you or is available to the additional insured is described temporarily occupied by you with permission of in the Other Insurance Condition in Section IV -the owner. Commercial General Liability Conditions. Page 14 of 21 HG 00 01 09 16 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 b. Notice Of ClaimIn the case of damage by fire, lightning or explosion, the Damage to Premises Rented To If a claim is made or "suit" is brought against You Limit applies to all damage proximately any insured, you or any additional insured caused by the same event, whether such must:damage results from fire, lightning or explosion (1)Immediately record the specifics of the or any combination of these.claim or "suit" and the date received; and 7. Medical Expense Limit (2)Notify us as soon as practicable. Subject to 5.above, the Medical Expense Limit is You or any additional insured must see to it the most we will pay under Coverage C for all that we receive written notice of the claim ormedical expenses because of "bodily injury""suit" as soon as practicable.sustained by any one person. c. Assistance And Cooperation Of The8. How Limits Apply To Additional Insureds InsuredIf you have agreed in a written contract or written You and any other involved insured must: agreement that another person or organization (1)Immediately send us copies of any be added as an additional insured on your policy, demands, notices, summonses or legal the most we will pay on behalf of such additional papers received in connection with the insured is the lesser of: claim or "suit"; a.The limits of insurance specified in the written (2)Authorize us to obtain records and other contract or written agreement; or information; b.The Limits of Insurance shown in the (3)Cooperate with us in the investigation or Declarations. settlement of the claim or defense against Such amount shall be a part of and not in the "suit"; and addition to Limits of Insurance shown in the (4)Assist us, upon our request, in theDeclarations and described in this Section. enforcement of any right against any personThe Limits of Insurance of this Coverage Part apply or organization which may be liable to theseparately to each consecutive annual period and to insured because of injury or damage toany remaining period of less than 12 months,which this insurance mayalso apply.starting with the beginning of the policy period d. Obligations At The Insureds Own Costshown in the Declarations, unless the policy period is extended after issuance for an additional period of No insured will, except at that insured's own less than 12 months. In that case, the additional cost, voluntarily make a payment, assumeperiod will be deemed part of the last preceding any obligation, or incur any expense, other period for purposes of determining the Limits of than for first aid, without our consent. Insurance. e. Additional Insureds Other Insurance SECTION IV - COMMERCIAL GENERAL If we cover a claim or "suit" under this LIABILITY CONDITIONS Coverage Part that may also be covered by 1. Bankruptcy other insurance available to an additional Bankruptcy or insolvency of the insured or of the insured, such additional insured must submit insured's estate will not relieve us of our such claim or "suit" to the other insurer for obligations under this Coverage Part. defense and indemnity. 2. Duties In The Event Of Occurrence, Offense, However, this provision does not apply to the Claim Or Suit extent that you have agreed in a written a. Notice Of Occurrence Or Offense contract or written agreement that this insurance is primary and non-contributory You or any additional insured must see to it with the additional insured's own insurance. that we are notified as soon as practicable of an "occurrence" or an offense which may f. Knowledge Of An Occurrence, Offense, result in a claim. To the extent possible, Claim Or Suit notice should include: Paragraphs a.and b.apply to you or to any (1)How, when and where the "occurrence" or additional insured only when such offense took place; "occurrence", offense, claim or "suit" is known to:(2)The names and addresses of any injured persons and witnesses; and (1)You or any additional insured that is an (3)The nature and location of any injury or individual; damage arising out of the "occurrence" or (2)Any partner, if you or the additional offense. insured is a partnership; HG 00 01 09 16 Page 15 of 21 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 (3)Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4)Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporation; you or temporarily occupied by you with permission ofthe owner; (5)Any trustee, if you or the additional (4) Aircraft, Auto Or Watercraftinsured is a trust; or (6)Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of Section I - Coverage A - Bodily Injury And This duty applies separately to you and any Property Damage Liability; additional insured. (5) Property Damage To Borrowed 3. Legal Action Against Us Equipment Or Use Of ElevatorsNo person or organization has a right under this If the loss arises out of "property damage"Coverage Part: to borrowed equipment or the use ofa.To join us as a party or otherwise bring us elevators to the extent not subject to into a "suit" asking for damages from an Exclusion j.of Section I - Coverage A -insured; or Bodily Injury And Property Damageb.To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. (6) When You Are Added As An Additional A person or organization may sue us to recover Insured To Other Insurance on an agreed settlement or on a final judgment Any other insurance available to you against an insured; but we will not be liable for covering liability for damages arising out damages that are not payable under the terms of of the premises or operations, or productsthis Coverage Part or that are in excess of the and completed operations, for which you applicable limit of insurance. An agreed have been added as an additional insured settlement means a settlement and release of by that insurance; orliability signed by us, the insured and the (7) When You Add Others As An claimant or the claimant's legal representative. Additional Insured To This Insurance4. Other Insurance Any other insurance available to an If other valid and collectible insurance is additional insured.available to the insured for a loss we cover under However, the following provisions apply to Coverages A or B of this Coverage Part, our other insurance available to any person orobligations are limited as follows: organization who is an additional insured a. Primary Insurance under this coverage part. This insurance is primary except when b.(a) Primary Insurance When Required below applies. If other insurance is also By Contractprimary, we will share with all that other This insurance is primary if you have insurance by the method described in c.agreed in a written contract or written below. agreement that this insurance be b. Excess Insurance primary. If other insurance is also This insurance is excess over any of the other primary, we will share with all that insurance, whether primary, excess, other insurance by the method contingent or on any other basis: described in c.below. (1) Your Work (b)Primary And Non-Contributory To Other Insurance When Required By That is Fire, Extended Coverage, Builder's ContractRisk, Installation Risk or similar coverage for "your work"; If you have agreed in a written contract, written agreement, or permit(2) Premises Rented To You that this insurance is primary and non-That is fire, lightning or explosion contributory with the additional insurance for premises rented to you or insured's own insurance, this insurance temporarily occupied by you with is primary and we will not seekpermission ofthe owner; contribution from that other insurance. Page 16 of 21 HG 00 01 09 16 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 Paragraphs (a)and (b)do not apply to computation, and send us copies at such other insurance to which the additional times as we may request. insured has been added as an additional 6. Representations insured.a. When You Accept This Policy When this insurance is excess, we will have By accepting this policy, you agree: no duty under Coverages A or B to defend (1)The statements in the Declarations are the insured against any "suit" if any other accurate and complete; insurer has a duty to defend the insured against that "suit". If no other insurer defends, (2)Those statements are based upon we will undertake to do so, but we will be representations you made to us; and entitled to the insured's rights against all (3)We have issued this policy in reliance those other insurers. upon your representations. When this insurance is excess over other b. Unintentional Failure To Disclose Hazardsinsurance, we will pay only our share of the If unintentionally you should fail to disclose all amount of the loss, if any, that exceeds the hazards relating to the conduct of your sum of: business that exist at the inception date of(1)The total amount that all such other this Coverage Part, we shall not deny insurance would pay for the loss in the coverage under this Coverage Part because absence ofthis insurance; and ofsuch failure.(2)The total of all deductible and self-insured 7. Separation Of Insureds amounts under all that other insurance. Except with respect to the Limits of Insurance, We will share the remaining loss, if any, with and any rights or duties specifically assigned in any other insurance that is not described in this Coverage Part to the first Named Insured, this Excess Insurance provision and was not this insurance applies: bought specifically to apply in excess of the Limits of Insurance shown in the Declarations a.As if each Named Insured were the only ofthis Coverage Part. Named Insured; and c. Method Of Sharing b.Separately to each insured against whom If all of the other insurance permits claim is made or "suit" is brought. contribution by equal shares, we will follow 8. Transfer Of Rights Of Recovery Against this method also. Under this approach each Others To Us insurer contributes equal amounts until it has a. Transfer Of Rights Of Recoverypaid its applicable limit of insurance or none If the insured has rights to recover all or part ofthe loss remains, whichever comes first. of any payment, including Supplementary If any of the other insurance does not permit Payments, we have made under this contribution by equal shares, we will Coverage Part, those rights are transferred to contribute by limits. Under this method, each us. The insured must do nothing after loss toinsurer's share is based on the ratio of its impair them. At our request, the insured will applicable limit of insurance to the total bring "suit" or transfer those rights to us and applicable limits of insurance ofall insurers. help us enforce them.5. Premium Audit b. Waiver Of Rights Of Recovery (Waiver Of a.We will compute all premiums for this Subrogation)Coverage Part in accordance with our rules If the insured has waived any rights ofand rates. recovery against any person or organization b.Premium shown in this Coverage Part as for all or part of any payment, including advance premium is a deposit premium only. Supplementary Payments, we have madeAt the close of each audit period we will under this Coverage Part, we also waive that compute the earned premium for that period right, provided the insured waived their rights and send notice to the first Named Insured. of recovery against such person or The due date for audit and retrospective organization in a contract, agreement orpremiums is the date shown as the due date permit that was executed prior to the injury or on the bill. If the sum of the advance and damage.audit premiums paid for the policy period is 9. When We Do Not Renew greater than the earned premium, we will return the excess to the first Named Insured. If we decide not to renew this Coverage Part, we c.The first Named Insured must keep records of will mail or deliver to the first Named Insured the information we need for premium shown in the Declarations written notice of the HG 00 01 09 16 Page 17 of 21 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 c.All other parts of the world if the injury or nonrenewal not less than 30 days before the expiration date. damage arises out of: (1)Goods or products made or sold by you in If notice is mailed, proof of mailing will be sufficient proofof notice. the territory described in a.above; SECTION V - DEFINITIONS (2)The activities of a person whose home is in the territory described in a.above, but is 1. "Advertisement"means the widespread public away for a short time on your business; or dissemination of information or images that has (3)"Personal and advertising injury" offensesthe purpose of inducing the sale of goods, products or services through: that take place through the Internet or similar electronic means of communication a. (1)Radio; provided the insured's responsibility to pay(2)Television;damages is determined in the United States of(3)Billboard;America (including its territories and possessions), (4)Magazine;Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or(5)Newspaper; or in a settlement we agree to.b.Any other publication that is given widespread 7. "Employee"includes a "leased worker". public distribution."Employee" does not include a "temporary However, "advertisement" does not include:worker". a.The design, printed material, information or 8. "Employment-Related Practices"means: images contained in, on or upon the a.Refusal to employ that person;packaging or labeling of any goods or products; or b.Termination of that person's employment; or b.An interactive conversation between or c.Employment-related practices, policies, acts among persons through a computer network. or omissions, such as coercion, demotion, evaluation, reassignment, discipline, 2."Advertising idea"means any idea for an defamation, harassment, humiliation,"advertisement".discrimination or malicious prosecution 3. "Asbestos hazard"means an exposure or directed at that person.threat of exposure to the actual or alleged 9. "Executive officer"means a person holding any properties of asbestos and includes the mere of the officer positions created by your charter, presence of asbestos in any form.constitution, by-laws or any other similar4. "Auto"means:governing document.a.A land motor vehicle, trailer or semitrailer 10."Hostile fire"means one which becomesdesigned for travel on public roads, including uncontrollable or breaks out from where it was any attached machinery or equipment; or intended to be.b.Any other land vehicle that is subject to a 11."Impaired property"means tangible property, compulsory or financial responsibility law or other than "your product" or "your work", that other motor vehicle insurance law where it is cannot be used or is less useful because: licensed or principally garaged.a.It incorporates "your product" or "your work"However, "auto" does not include "mobile that is known or thought to be defective, equipment". deficient, inadequate or dangerous; or 5. "Bodily injury"means physical:b.You have failed to fulfill the terms of aa.Injury;contract or agreement; b.Sickness; or if such property can be restored to use by the c.Disease repair, replacement, adjustment or removal of "your product" or "your work", or your fulfilling thesustained by a person and, if arising out of the terms ofthe contract or agreement.above, mental anguish or death at any time. 6. "Coverage territory"means:12."Insured contract"means: a.The United States of America (including its a.A contract for a lease of premises. However, territories and possessions), Puerto Rico and that portion of the contract for a lease of Canada;premises that indemnifies any person or organization for damage by fire, lightning or b.International waters or airspace, but only if explosion to premises while rented to you or the injury or damage occurs in the course of temporarily occupied by you with permissiontravel or transportation between any places of the owner is subject to the Damage to included in a.above; or Page 18 of 21 HG 00 01 09 16 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 14."Loading or unloading"means the handling of Premises Rented To You Limit described in Section III - Limits ofInsurance; property: b.A sidetrack agreement; a.After it is moved from the place where it is accepted for movement into or onto an c.Any easement or license agreement, aircraft, watercraft or "auto"; including an easement or license agreement in connection with construction or demolition b.While it is in or on an aircraft, watercraft oroperations on or within 50 feet of a railroad; "auto"; or d.An obligation, as required by ordinance, to c.While it is being moved from an aircraft,indemnify a municipality, except in connection watercraft or "auto" to the place where it is with work for a municipality;finally delivered; e.An elevator maintenance agreement;but "loading or unloading" does not include the f.That part of any other contract or agreement movement of property by means of a mechanical pertaining to your business (including an device, other than a hand truck, that is not indemnification of a municipality in connection attached to the aircraft, watercraft or "auto". with work performed for a municipality) under 15."Mobile equipment"means any of the following which you assume the tort liability of another types of land vehicles, including any attached party to pay for "bodily injury" or "property machinery or equipment: damage" to a third person or organization, a.Bulldozers, farm machinery, forklifts and other provided the "bodily injury" or "property vehicles designed for use principally off public damage" is caused, in whole or in part, by roads; you or by those acting on your behalf. Tort liability means a liability that would be b.Vehicles maintained for use solely on or next imposed by law in the absence of any to premises you own or rent; contract or agreement. c.Vehicles that travel on crawler treads; Paragraph f.includes that part of any contract d.Vehicles, whether self-propelled or not, or agreement that indemnifies a railroad for maintained primarily to provide mobility to "bodily injury" or "property damage" arising permanently mounted: out of construction or demolition operations, (1)Power cranes, shovels, loaders, diggers or within 50 feet of any railroad property and drills; or affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing.(2)Road construction or resurfacing equipment such as graders, scrapers or However, Paragraph f.does not include that rollers; part ofany contract or agreement: e.Vehicles not described in a., b., c.or d.above (1)That indemnifies an architect, engineer or that are not self-propelled and are maintained surveyor for injury or damage arising out of: primarily to provide mobility to permanently (a)Preparing, approving, or failing to attached equipment of the following types: prepare or approve, maps, shop drawings, opinions, reports, surveys, (1)Air compressors, pumps and generators, field orders, change orders or drawings including spraying, welding, building and specifications; or cleaning, geophysical exploration, lighting and well servicing equipment; or (b)Giving directions or instructions, or failing to give them, if that is the (2)Cherry pickers and similar devices used to primary cause of the injury or damage;raise or lower workers; or f.Vehicles not described in a., b., c.or d.above (2)Under which the insured, if an architect,maintained primarily for purposes other than engineer or surveyor, assumes liability for the transportation of persons or cargo. an injury or damage arising out of the However, self-propelled vehicles with the insured's rendering or failure to render following types of permanently attached professional services, including those listed equipment are not "mobile equipment" but will in (1)above and supervisory, inspection,be considered "autos": architectural or engineering activities.(1)Equipment designed primarily for: 13."Leased worker"means a person leased to you (a)Snow removal; by a labor leasing firm under an agreement between you and the labor leasing firm, to (b)Road maintenance, but not perform duties related to the conduct of your construction or resurfacing; orbusiness. "Leased worker" does not include a (c)Street cleaning; "temporary worker". HG 00 01 09 16 Page 19 of 21 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 (2)Cherry pickers and similar devices (2)Work that has not yet been completed or mounted on automobile or truck chassis abandoned. However, "your work" will be and used to raise or lower workers; and deemed completed at the earliest of the following times:(3)Air compressors, pumps and generators, (a)When all of the work called for in your including spraying, welding, building cleaning, geophysical exploration, lighting contract has been completed. and well servicing equipment. (b)When all of the work to be done at the However, "mobile equipment" does not include job site has been completed if your any land vehicle that is subject to a compulsory contract calls for work at more than or financial responsibility law or other motor one job site. vehicle insurance law where it is licensed or (c)When that part of the work done at a principally garaged. Land vehicles subject to a job site has been put to its intended compulsory or financial responsibility law or other use by any person or organization motor vehicle insurance law are considered other than another contractor or"autos".subcontractor working on the same 16."Occurrence"means an accident, including project. continuous or repeated exposure to substantially Work that may need service, the same general harmful conditions. maintenance, correction, repair or 17."Personal and advertising injury"means replacement, but which is otherwise injury, including consequential "bodily injury", complete, will be treated as completed. arising out of one or more of the following b.Does not include "bodily injury" or "property offenses:damage" arising out of: a.False arrest, detention or imprisonment; (1)The transportation of property, unless the b.Malicious prosecution; injury or damage arises out of a condition in or on a vehicle not owned or operated c.The wrongful eviction from, wrongful entry by you, and that condition was created byinto, or invasion of the right of private the "loading or unloading" of that vehicle occupancy of a room, dwelling or premises by any insured; that a person or organization occupies, (2)The existence of tools, uninstalled committed by or on behalf of its owner, landlord or lessor; equipment or abandoned or unused materials; or d.Oral, written or electronic publication, in any (3)Products or operations for which the manner, of material that slanders or libels a person or organization or disparages a classification, listed in the Declarations or person's or organization's goods, products or in a policy Schedule, states that products- services; completed operations are subject to the General Aggregate Limit. e.Oral, written or electronic publication, in any manner, of material that violates a person's 20."Property damage"means: right of privacy; a.Physical injury to tangible property, including f.Copying, in your "advertisement", a person's all resulting loss of use of that property. All or organization's "advertising idea" or style of such loss of use shall be deemed to occur at "advertisement"; or the time of the physical injury that caused it; org.Infringement of copyright, slogan, or title of any literary or artistic work, in your b.Loss of use of tangible property that is not "advertisement".physically injured. All such loss of use shall 18."Pollutants"mean any solid, liquid, gaseous or be deemed to occur at the time of the thermal irritant or contaminant, including smoke,"occurrence" that caused it. vapor, soot, fumes, acids, alkalis, chemicals and As used in this definition, computerized or waste. Waste includes materials to be recycled, electronically stored data, programs or software reconditioned or reclaimed.are not tangible property. Electronic data means19."Products-completed operations hazard": information, facts or programs: a.Includes all "bodily injury" and "property a.Stored as or on; damage" occurring away from premises you b.Created or used on; or own or rent and arising out of "your product"c.Transmitted to or from;or "your work" except: computer software, including systems and(1)Products that are still in your physical applications software, hard or floppy disks, CD-possession; or Page 20 of 21 HG 00 01 09 16 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 25. "Your work": ROMS, tapes, drives, cells, data processing devices or any other media which are used with a.Means: electronically controlled equipment.(1)Work or operations performed by you or 21."Suit"means a civil proceeding in which on your behalf; and damages because of "bodily injury", "property (2)Materials, parts or equipment furnished in damage" or "personal and advertising injury" to connection with such work or operations. which this insurance applies are alleged. "Suit" b.Includesincludes: (1)Warranties or representations made at a.An arbitration proceeding in which such any time with respect to the fitness, damages are claimed and to which the quality, durability, performance or use of insured must submit or does submit with our "your work", and consent; or (2)The providing of or failure to provide b.Any other alternative dispute resolution warnings or instructions.proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker"means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker"means a person who a.Is not your "employee"; b.Donates his or her work; c.Acts at the direction of and within the scope ofduties determined by you; and d.Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a.Means: (1)Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. HG 00 01 09 16 Page 21 of 21 DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5 INSURED This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned By WLV 5066725 01 07/24/2023 INSURANCE COMPANY OF THE WEST CAI SAFETY SYSTEMS, INC. INCL. WC 99 06 34 (Ed. 8-00) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 34 (Ed. 8-00) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - BLANKET We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us). The additional premium for this endorsement shall be % of the total California Workers’ Compensation premium otherwise due. Schedule Person or Organization Job Description 2 ANY PERSON OR CALIFORNIA ORGANIZATION FOR OPERATIONS ONLY. WHOM THE NAMED INSURED IS REQUIRED UNDER WRITTEN CONTRACT TO FURNISH THIS WAIVER. DocuSign Envelope ID: 2CE11E49-B4FB-410A-99F5-4DB79E4AF5C5