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HomeMy WebLinkAboutAGMT - Complete Paperless Solutions LLC & Amendment 1&2 (Document Digitizing Services)PROFESSIONAL SERVICES AGREEMENT Amendment No. 2 for Document Digitizing Services Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 9 Complete Paperless Solutions, LLC 5130 E. La Palma Ave, Suite 206 Anaheim, CA 92807 This Amendment No. 2, dated June 26, 2023, amends that certain agreement (Agreement) made as of May 9, 2022 and amended on January 9, 2023 by and between the City of Seal Beach (City), a California charter city, and Complete Paperless Solutions, LLC, (Consultant), a California Limited Liability Company (collectively, "the Parties"). RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides document digitizing services for the Community Development Department. B. City and Consultant wish to amend the Agreement for Consultant to continue providing such services through the end of fiscal year 2023-2024. AMENDMENT NO. 2 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 2.0 (Term) of the Agreement is hereby amended to read as follows: The term of this Agreement shall commence May 9, 2022 and shall remain in full force and effect until June 30, 2024, unless sooner terminated as provided in Section 5.0 of this Agreement. Section 2. All references to the term "Agreement" throughout Sections 1.0 through 35.0 inclusive, of the Agreement are hereby modified to include the this Amendment No. 2, dated June 26, 2023, as if all of those terms are fully set forth therein. Section 3. Except as expressly modified or supplemented by this Amendment No. 2, all other provisions of the Agreement shall remain unaltered and in full force and effect. Section 4. The person executing this Amendment No. 2 on behalf of Consultant warrants that he or she is fully authorized to execute this Amendment No. 2 on behalf of said Party, and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 2. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 2 of 3 CITY OF SEAL BEACH CONSULTANT: Complete Paperless Solutions, LLC, a California limited liability company Approved as to Form: By: Nicholas Ghirelli, City Attorney Name: Claude Schott r a Its: CFO z 0 a By: Name: Joseph Mempin Its: Project Manager (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories. (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 3 of 3 Amendment CPS.revised Final Audit Report 2023-06-14 Created: 2023-06-14 By: Claude Schott (cschott@cps247.com) Status: Signed Transaction ID! CBJCHBCAABAAkbLsWN_SuugZkF4AlzM9a2m-KFRjH7pH "Amendment CPS.revised" History Document created by Claude Schott (cschott@cps247.com) 2023-06-14 - 8:36:33 PM GMT P* Document emailed to Joseph Mempin amempin@cps247.com) for signature 2023-06-14 - 8:36:50 PM GMT Email viewed by Joseph Mempin amempin@cps247.com) 2023-06-14 - 9:17:46 PM GMT t% Document e -signed by Joseph Mempin amempin@cps247.com) Signature Date: 2023-06-14 - 9:18:15 PM GMT - Time Source: server ® Agreement completed. 2023-06-14 - 9:18:15 PM GMT a Adobe Acrobat Sign AC40R " CERTIFICATE OF LIABILITY INSURANCE DATE 6/20/2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Arlene Rhodes Robert Harris Insurance Agency, Inc. a/c°NIV Ext: (714) 619-4480 ac No: 1114)119-4481 Lic. #0216736 E-MAIL ADDRESS: arlene@reharris.com 3150 Bristol St., Suite 200 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Travelers casualty Insurance Co of Amez 19046 Costa Mesa CA 92626 INSURED INSURER B: Hartford Casualty Ins. Co. 29424 Complete Paperless Solutions INSURERC:Llo ds of London INSURERD: 5130 E La Palma Ave INSURER E: Ste 206 INSURER F: Anaheim CA 92807-2078 COVERAGES CERTIFICATE NUMBER:23-24 Master Cert REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I �7R TYPE OF INSURANCE ADDL SUER POLICY NUMBER EFF MMIDDPOLICY/YYYY POUCYEXP MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A CLAIMS -MADE ❑X OCCUR DAMAGE TO RENTED 300,000 PREMISES Ea occurrence $ MED EXP (Any one person) $ 5,000 X 680BB847614 6/23/2023 6/23/2024 PERSONAL &ADV INJURY S 2,000,000 GENIAGGREGATE LIMITAPPUES PER: GENERALAGGREGATE S 4,000,000 X POLICY PRO D LOC JECT {' t PRODUCTS -COMP/OPAGG S 4,000,000 OEENC S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) S AANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS 680813847614 6/23/2023 6/23/2024 BODILY INJURY (Per accident) S HIREDAUTOS NON -OWNED AUTOS PROPERTY DAMAGE $ Per accident UMBRELLALIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE S EXCESS LIAR DED I I RETENTION $ $ WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 ANY PROPRIETOR/PARTNERIEXECUTIVE B OFFICERIMEMBEREXCLUDED? ❑ (Mandatory in NH) NIA 72WECZX9262 6/23/2023 6/23/2024 E.L. DISEASE - EA EMPLOYEE S 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S 1,000,000 C ESL0939682957 6/23/2023 6/23/2024 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are named Additional Insured as their interest may appear as respects operations of the Named Insured per form #CGD2470419. Coverage provided is Primary over any other insurance maintained by the Additional Insured for all coverages except Professional Liability. In the event of non-payment of premium, a 10 Day notice of cancellation will be sent. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2014101) INS025 (201401) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Gloria Harper ACCORDANCE WITH THE POLICY PROVISIONS. 211 Eighth St AUTHORIZED REPRESENTATIVE Seal Beach, CA 90740 Steve Harris/LIZ ACORD 25 (2014101) INS025 (201401) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury. damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties. and what is and is not covered. A. Non -Owned Watercraft — 75 Feet Long Or Less B. Who Is An Insured — Unnamed Subsidiaries C. Who is An Insured — Employees — Supervisory Positions D. Who Is An Insured — Newly Acquired Or Formed Limited Liability Companies E. Who Is An Insured — Liability For Conduct Of Unnamed Partnerships Or Joint Ventures F. Blanket Additional Insured — Persons Or Organizations For Your Ongoing Operations As Required By Written Contract Or Agreement G. Blanket Additional insured — Broad Form Vendors H. Blanket Additional Insured — Controlling Interest PROVISIONS 1. Blanket Additional Insured — Mortgagees, Assignees. Successors Or Receivers J. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Premises K. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Operations L.. Medical Payments — Increased Limit M. Blanket Waiver Of Subrogation N. Contractual Liability — Railroads O. Damage To Premises Rented To You A. NON -OWNED WATER CRAFT — 75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A — BODILY B. INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e, of SECTION 11— WHO IS AN INSURED: is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or property for a charge. WHO IS AN INSURED — UNNAMED SUBSIDIARIES The following is added to SECTION 11— WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if. a. You are the sole owner of, or maintain an ownership interest of more than 50% in. such subsidiary on the first day of the policy period; and e. Any person or organization that. with your express or implied consent, either uses or b. Such subsidiary is not an insured under similar other insurance. CG D417 0219 O 2017 The Travelers Indemnity Company. M rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any. during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section 11— Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED — EMPLOYEES — SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTIO N 11— WHO IS AN INSURED: Paragraphs (1)(a). (b) and (c) above do not apply to "bodily injury" to a co "employee" while in the course of the co"employee's" employment by you arising out of work by any of your "employees' who hold a supervisory position. D. WHO IS AN INSURED — NEWLY ACQUIRED OR FOR MED LIMITED LAISILITY COMPANIES The following replaces Paragraph 3, of SECTION 11— WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture. and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization: and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section 11 — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization. other than a partnership, joint venture or limited liability company, or c. A trust; as indicated in its name or the documents that govern its structure. E. WHO IS AN INSURED — LAIBILTY FOR CONDUCT OF UNNAMED PARTNERSHIP SO R JOINT VENTURES The following replaces the last paragraph of SECTION If — WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an insured under Section II — Who Is An Insured. F. BLANKET ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION It — WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and (2) Until the end of the policy period, b. Is caused, in whole or in part, by your acts or when that date is later than 180 days omissions in the performance of your ongoing after you acquire or form such operations to which that contract or organization, if you report such Page 2 of 5 0 2017 The Travelers Indemnity Company. AN rights reserved. CG D417 0219 Includes copyrighted material of Insurance Services Office. Inc with Hs permission. agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. G. BLANKET ADDITIONAL INSURED — BROAD FORM VENDORS The following is added to SECTION If — WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Arises out of "your products" that are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you; (2) Any change in "your products" made by such vendor, (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and I. then repackaged in the original container, (4) Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (S) Demonstration. installation, servicing or repair operations, except such operations COMMERCIAL GENERAL LIABILITY Performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" that, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into. accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. H. BLANKET ADDITIONAL INSURED — CONTROLLING INTEREST 1. The following is added to SECTION If — WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of. a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization_ 2. The following is added to Paragraph 4. of SECTION 11— WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you_ BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II — WHO iS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured. but only with respect to its CG D417 0219 O 2017 The Travelers indemnity Company. An rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and K. b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee. assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement. or the limits shown in the Declarations. whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury",, "property damage" or "personal and advertising injury" arising out of any structural alterations. new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. J. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION It — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance. law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings. canopies, cellar entrances, coal holes. driveways. manholes, marquees, hoist away openings, sidewalk vaults, elevators. street banners or decorations. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPER- ATIONS The following is added to SECTION 11 — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury". "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products -completed operations hazard". L. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph S. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit, M. BLANKET WAIVER OF_SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we Page 4 of 5 0 2017 The Travelers Indemnity Company. Alt rights reserved CG D417 0219 Includes copyrighted material of Insurance Services Office. Inc. with its permission. waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. N. CONTRACTUAL LIABILITY — RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; G COMMERCIAL GENERAL LIABILITY 2. Paragraph W) of the definition of "insured contract" in the DEFINITIONS _ Section is deleted. O. DAMAGE TO PREMISES RENTED TO YOU The following replaces the definition of "premises damage" in the DEFINITIONS Section: "Premises damage" means "property damage" to: a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. CG D417 0219 O 2017 The Travelers Indemnity Company. AU rtghts reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc with its percussion. r4'�Cfc 26 c. any other law, regulation or statute relating to unsolicited communication, distribution, sending or transmitting of any communication via telephone or any other electronic or telecommunications device. However, this Exclusion will not apply to INSURING CLAUSE 1 (SECTION F only). 62. Vacant premises in respect of INSURING CLAUSES 4 and S,, resulting from premises left vacant for more than 60 consecutive days. 63. War arising directly or indirectly out of: a. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), civil war, rebellion, insurrection, civil commotion assuming the proportions of or mounting to an uprising, military or usurped power; or b. any action taken in controlling, preventing, suppressing or in anyway relating to a. above. 64. Website content accessibility arising directly or indirectly out of the actual or alleged violation of any laws, regulations or guidelines relating to the accessibility of your website content. 65. Willful or dishonest acts of senior executive officers arising directly or indirectly out of any willful, criminal, malicious or dishonest act, error or omission by a senior executive officer as determined by final adjudication, arbitral tribunal or written admission. 1. What you must do in the event of a claim or cyber incident If any senior executive officer becomes aware of any incident which may reasonably be expected to give rise to a claim under this Policy you must: a. notify the claims managers (in respect of cyber incidents, a telephone call to our cyber incident response line will constitute notification) as soon as is reasonably practicable and follow their directions. However, in respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only) this notification must be made no later than the end of any applicable extended reporting period; and b. not admit liability for or settle or make or promise any payment or incur any costs and expenses without our prior written agreement (which will not. be unreasonably withheld). If you discover a cyber event you may only incur costs without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers (which will not be unreasonably withheld). CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology (US) v3.1 Jc1999-2019 CFC Underwriting Ltd, All Rights Reserved cfc 27 2. Additional insureds We will indemnify any third party as an additional insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of a claim arising solely out of an act committed by you, provided that: a. you contracted in writing to indemnify the third party for the claim prior to it first being made against them; and b. had the claim been made against you, then you would be entitled to indemnity under this Policy. Before we indemnify any additional insured they must: a. prove to us that the claim arose solely out of an act committed by you; and b. fully comply with CONDITION 1 as if they were you. Where we indemnify a third party as an additional insured under this Policy, this Policy will be primary and non- contributory to the third party's own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this. Where a third party is treated as an additional insured as a result of this Condition, any claim made by that third party against you will be treated by us as if they were a third party and not as an insured. 3. Agreement to pay claims (duty to defend) We have the right and duty to take control of and conduct in your name the investigation, settlement or defense of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered by this Policy. You may ask the claims managers to consider appointing your own lawyer to defend the claim on your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience, taking into account the subject matter of the claim, and the cost to provide a defense. We will endeavor to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and will pay on your behalf the amount we agree with the claimant. If we cannot settle using these means, we will pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject to the limit of liability. We will not settle any claim without your consent. If you refuse to provide your consent to a settlement recommended by us and elect to continue legal proceedings in connection with the claim, any further costs and expenses incurred will be paid by you and us on a proportional basis, with 50% payable by us and 50% payable by you. As a consequence of your refusal,.our liability for the claim, excluding costs and expenses, will not be more than the amount for which the claim could have been settled. 4. Calculation of business interruption losses In respect of INSURING CLAUSES 2 (SECTION G only) and 5, in the event of a claim for any financial loss sustained by you, you must provide the claims managers with your calculation of the financial loss including. a. how the loss has been calculated and what assumptions have been made; and CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology (Us) 0.1 01999-2019 CFC Underwriting Ltd, All Rights Reserved lr�' cfc 2s b. supporting documents including account statements, sales projections and invoices. If we are unable to agree with your calculation of the financial loss, we will appoint an independent expert agreed between you and us which will be paid for by us. If an independent expert cannot be agreed upon, one will be appointed by an arbitrator mutually agreed between you and us whose decision will be final and binding. once an independent expert has been appointed, their calculation of any financial loss sustained by you will be final and binding. S. Cancellation This Policy maybe canceled with 30 days written notice by either you or us. If you give us notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. However, if you have made a claim under this Policy there will be no return premium. If we give you notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. We also reserve the right of cancellation in the event that any amount due to us by you remains unpaid more than 60 days beyond the inception date. If we exercise this right of cancellation it will take effect from 14 days after the date the written notice of cancellation is issued. The Policy Administration Fee will be deemed fully earned upon inception of the Policy. 6. Continuous cover If you have neglected, through error or oversight only, to report an incident discovered by you that might give rise to a claim under this Policy during the period of a previous renewal of this Policy issued to you by us, then provided that you have maintained uninterrupted insurance of the same type with us since the expiry of that earlier Policy, we will permit the matter to be reported under this Policy and we will indemnify you, provided that: a. the indemnity will be subject to the applicable limit of liability of the earlier Policy under which the matter should have been reported or the limit of liability, whichever is the lower; b. we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; and c. the indemnity will be subject to all of the terms and conditions of this Policy, other than a. above. 7. Cross liability and severability In respect of INSURING CLAUSE 3 only, where there is more than one entity insured under this Policy, and subject to the limit of liability, any claim made by one insured entity against another insured entity will be treated as if they are a third party and knowledge possessed by one insured entity will not be imputed to any other insured entity. S. Establishing loss of contents If you make a claim under this Policy for loss of contents, you must reasonably establish how and when the incident took place. This may include confirmation that the incident was reported to the appropriate law enforcement authorities and details of any investigation they undertook. CFC Underwriting Limited isAuthorized.and Regulated by the Financial Conduct Authority 01999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.i cfc 29 9. Extended reporting period In respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G .and H only) and 3 (SECTION G only), an extended reporting period of 60 days following the expiry date will be automatically granted at no additional premium. This extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy, claims first made against you during the period of the policy and reported to us during this extended reporting period. No claim will be accepted by us in this 60 day extended reporting period if you are entitled to indemnity under any other insurance, or would be entitled to indemnity under such insurance if its limit of liability was not exhausted. 10. Optional extended reporting period In respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only), if we or you decline to renew or cancel this Policy then you will have the right to have issued an endorsement providing an optional extended reporting period for the duration stated in the Declarations page which will be effective from the cancellation or non -renewal date. This optional extended reporting period will cover claims first made against you and reported to us during this optional extended reporting period but only in respect of any claim arising out of any act, error or omission committed prior to the date of cancellation or non -renewal and subject to all others terms, conditions and exclusions of this Policy. If you would like to purchase the optional extended reporting period you must notify us and pay us the optional extended reporting period premium stated in the Declarations page within 30 days of cancellation or non -renewal. The right to the optional extended reporting period will not be available to you where cancellation or non -renewal by us is due to non-payment of the premium or your failure to pay any amounts in excess of the applicable limit of liability or within the amount of the applicable deductible as is required by this Policy in the payment of claims. At the renewal of this Policy, our quotation of different premium, deductible, limits of liability or changes in policy language will not constitute non -renewal by us. 11. Fraudulent claims If it is determined by final adjudication, arbitral tribunal or written admission by you, that you notified us of any claim knowing it to be false or fraudulent in any way, we will have no responsibility to pay that claim, we may recover from you any sums paid in respect of that claim and we reserve the right to terminate this Policy from the date of the fraudulent act. If we exercise this right we will not be liable to return any premium to you. However, this will not affect any claim under this Policy which has been previously notified to us. 12. Innocent non -disclosure We will not seek to avoid the Policy or reject any claim on the grounds of non -disclosure or misrepresentation except where the non -disclosure or misrepresentation was reckless or deliberate. 13. Maintenance of employee automobile liability insurance It is a condition precedent to indemnity under INSURING CLAUSE 3 (SECTIONS H and 1 only) that all employees who operate an automobile in the course of your business activities will maintain in full force and effect for the period of the policy primary automobile liability insurance in an amount equal to, or greater than, the minimum primary automobile liability limits required in the state of registration of the automobile. If you make a claim under INSURING CLAUSE 3 (SECTIONS H and 1 only) and the employee has failed to meet these requirements then this Policy will only CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.] r/,cfC 1-1 30 respond to provide excess coverage as though the requirements had been met, whereby you agree to pay all sums within and up to the required minimum limit. 14. Mergers and acquisitions If you acquire an entity during the period of the policy whose annual revenue does not exceed 20% of the company's annual revenue, as stated in its most recent financial statements, cover is automatically extended under this Policy to include the acquired entity as a subsidiary. If you acquire an entity during the period of the policy whose annual revenue exceeds 20% of the company's annual revenue, as stated in its most recent financial statements, cover is automatically extended under this Policy to include the acquired entity as a subsidiary for a period of 45 days. We will consider providing cover for the acquired entity after the period of 45 days if. a. you give us full details of the entity within 45 days of its acquisition; and b. you accept any amendment to the terms and conditions of this Policy or agree to pay any additional premium required by us. In the event you do not comply with a. or b. above, cover will automatically terminate for the entity 45 days after the date of its acquisition. Cover for any acquired entity is only provided under this Policy for any act, error or omission committed on or after the date of its acquisition. No cover will be automatically provided under this Policy for any acquired entity. a. whose business activities are materially different from your business activities; b. that has been the subject of any lawsuit, disciplinary action or regulatory investigation in the 3 year period prior to its acquisition; or c. that has experienced a cyber event in the 3 year period prior to its acquisition, if the cyber event cost more than the highest deductible of this Policy. If during the period of the policy you consolidate, merge with or are acquired by another entity then all coverage under this Policy will terminate at the date of the consolidation, merger or acquisition unless we have issued an endorsement extending coverage, and you have agreed to any additional premium and terms of coverage required by us. 15. Our rights of recovery If we make any payment under this Policy then you must maintain all of your rights of recovery in respect of this payment against any third party and make these available to us where possible. We will not exercise any rights of recovery against employees or the estates, heirs, legal representatives or assigns of any employee in the event of their death, incapacity, insolvency or bankruptcy unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by you. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology {US) v3.i 17 cfc 31 Any recoveries will be applied in proportion to the amounts paid by you and us in relation to the claim under this Policy. 16. Prior subsidiaries Should an entity cease to be a subsidiary after the inception date, cover in respect of the entity will continue as if it was still a subsidiary during the period of the policy, but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a subsidiary. 17. Process for paying privacy breach notification costs Any privacy breach notification transmitted by you or on your behalf must be done with our prior written consent. We will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations. No offer must be made for financial incentives, gifts, coupons, credits or services unless with our prior written consent which will only be provided if the offer is commensurate with the risk of harm. We will not be liable for any portion of the costs you incur under INSURING CLAUSE 2 (SECTION B only) that exceed the costs that you would have incurred had you gained our prior written consent. In the absence of our prior written consent we will only be liable to pay you the equivalent cost of a notification made using the most cost effective means permissible under the governing law. 18. Waiver of subrogation Notwithstanding CONDITION 15, we agreeto waive our rights of recovery.against any third party if prior to the claim or incident which you reasonably expected to give rise to a claim, you entered into a contract that contains a provision requiring you to do this. 19. Choice of law and service of suit In the event of a dispute between you and us regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page. We agree, at your request, to submit to the jurisdiction of a court of competent jurisdiction within the United States of America. Nothing in this Condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States of America, to move an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States of America or the laws of any State of the United States of America. It is further agreed that service of process in such suit may be made upon the law firm stated in the Declarations page and that in any suit instituted against us, we will abide by the final decision of such court or of any appellate court in the event of an appeal. The law firm stated in the Declarations page is authorized and directed to accept service of process on our behalf in any such suit and, at your request, to give a written undertaking to you that they will enter a general appearance on our behalf in the event such suit is instituted. Additionally, in accordance with the statute of any state, territory or district of the United States which makes such a provision, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by you arising out of this Policy. The law CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority 01999-2019 CFC Underwriting Ltd, All Rights Reserved Technology {US) v3.7 Q; cfc 32 firm stated in the Declarations page is hereby designated as the firm to whom, the above mentioned officer is authorized to mail such process or a copy thereof. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority 01999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 TABLE OF CONTENTS COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG T1 00 0219 SECTION I -- COVERAGES Coverage A — Bodily Injury and Property Damage Liability Coverage B — Personal and Advertising Injury Liability Coverage C — Medical Payments Beginning on Page Insuring Agreement.......................................................1 Exclusions.................................................................... 2 Insuring Agreement.......................................................6 Exclusions.....................................................................6 Insuring Agreement.......................................................9 Exclusions.................................................................... 9 SupplementaryPayments.......................................................................:..........................10 SECTION 11 — WHO IS AN INSURED.......................................................................................11 SECTION III — LIMITS OF INSURANCE....................................:..............................................13 SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS........................................13 Bankruptcy.......................................................................................................................1.3 Duties In The Event Of Occurrence, Offense, Claim Or Suit...............................................13 LegalAction Against Us....................................................................................................14 OtherInsurance.................................................................................................................15 PremiumAudit...................................................................................................................16 Representations.................................................................................................................16 SeparationOf Insureds......................................................................................................16 Transfer Of Rights Of Recovery Against Others To Us.......................................................16 WhenWe Do Not Renew...................................................................................................16 SECTIONV — DEFINITIONS....................................................................................................16 CG TO 34 0219 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory'; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim for damages because of the bodily explicitly provided for under Supplementary injuryor property damage"; or Payments. (3) Becomes aware by any other means that b. This insurance applies to "bodily injury" and "bodily injury" or "property damage" has "property damage" only if: occurred or has begun to occur. CG T1 00 0219 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided that the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "bodily injury" or "property damage", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract'; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of. - (1) f:(1) Causing or contributing to the intoxication of any person; (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". L Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (2) The furnishing of alcoholic beverages to a (i) "Bodily injury" if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that Page 2 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T7 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. is used to heat, cool or dehumidify the building, or produced by or originating from ,equipment that is used to heat water for personal use by the building's occupants or their guests; (li) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) If such "pollutants" are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for. (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed COMMERCIAL GENERAL LIABILITY to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury' or "property damage" arising out of heat, smoke or fumes from a "hostile fire'; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are or were at any time performing operations to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "Pollutants". or CG T1 00 0219 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) 50 feet long or less; and (b) Not being used to carry any person or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify as "mobile equipment" under the definition of "mobile equipment" if such land vehicle were not subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment'; or (b) An aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity I. War "Bodily injury" or "property damage" arising out Of. (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair,, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; Page 4 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office. Inc. with its permission. COMMERCIAL GENERAL LIABILITY (5) That particular part of real property on accidental physical injury to "your product" or which you or any contractors or "your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if the property damage arises out of those n. Recall Of Products, Work Or Impaired operations; or property (6) That particular part of any property that Damages claimed for any loss, cost or expense must be restored, repaired or replaced incurred by you or others for the loss of use, because "your work" was incorrectly withdrawal, recall, inspection, repair, performed on it. replacement, adjustment, removal or disposal of. Paragraphs (1), (3) and (4) of this exclusion do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section 111 — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3). (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "Your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and (1) "Your product"; (2) "Your work'; or (3) "Impaired property'; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in'it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury'. p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". However, this exclusion does not apply to liability for damages because of "bodily injury". q. Unsolicited Communication "Bodily injury" or "property damage" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". r. Access Or Disclosure Of Conidfenital Or Personal Information "Bodily injury" or "property damage" arising out of any access to or disclosure of any person's or organization's confidential or personal information. s. Asbestos (1) "Bodily injury" or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "bodily injury" or "property damage" is caused or contributed to by the hazardous properties of asbestos. CG T1 00 02 19 ® 2017 The Travelers indemnity Company. All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury" or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "bodily injury' or "property damage" described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. t. Employment -Related Practices "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any of the employment-related practices described in Paragraph (a), (b),or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury". Exclusions c. through n. do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section III — Limits Of Insurance. COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury' caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury". Page 6 of 21 0 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. This exclusion does not apply to "personal injury" caused by malicious prosecution. b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Or Used Prior To Policy Period (1) "Personal and advertising injury" arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or (2) "Advertising injury" arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Because of "personal injury" assumed by you in a contract or agreement that is an "insured contract", provided that the "personal injury" is caused by an offense committed subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed by you in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "personal injury", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed by you in the same "insured contract"; and COMMERCIAL GENERAL LIABILITY against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. f. Breach Of Contract "Advertising injury" arising out of a breach of contract. g. Quality Or Performance Of Goods Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". I. Intellectual Property "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name; (5) Trademark; (6) Trade secret; or (7) Other intellectual property rights or laws. This exclusion does not apply to: (1) "Advertising injury" arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or (2) Any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" caused by an offense committed by an insured whose business is: (b) Such attorneys' fees and litigation (1) Advertising, "broadcasting" or publishing; expenses are for defense of that party CG T1 00 0219 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Designing 'or determining content of websites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: (1) Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing: and (2) The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts or owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants'; or neutralizing, or in any way responding to,or assessing the effects of, "pollutants". o. War "Personal and advertising injury" arising out of: (1) War; including undeclared or civil war, (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Unsolicited Communication "Personal and advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". q. Access Or Disclosure Of Confidenital Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. r. Asbestos (1) "Personal and advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "personal and advertising injury" is caused or contributed to by the hazardous properties of asbestos. (2) "Personal and advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "personal and advertising injury" described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (2) Claim or suit by or on behalf of any (a) Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for, or others test for, monitor, clean up, monitoring, cleaning up, removing, remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or Page 8 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 42 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. s. Employment -Related Practices "Personal injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or COMMERCIAL GENERAL LIABILITY (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person C. (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal injury" to that person at whom any of the employment-related practices d. described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "personal injury". COVERAGE C — MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or To a person hired to do work for or on behalf of any insured or a tenant of any insured. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. #. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. CG T1 00 02 19 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS 1. We will pay, with respect to any claim we investigate or settle, or any "sult" against an insured we defend: a. All expenses we incur. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However. these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit'; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "Suft": (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit";, and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section 1 — Coverages — Coverage A — Bodily Injury And Property Damage Liability or Paragraph 2.e. of Section I — Coverages — Coverage B — Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "bodily injury", "property damage" or "personal injury",, and will not reduce the limits of insurance. b. This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured; and to pay for attorneys' fees and necessary c. The obligation to defend, or the cost of the litigation expenses as Supplementary Payments defense of, that indemnitee, has also been ends when: Page 10 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 0219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. a. We have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION 11— WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees". other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer COMMERCIAL GENERAL LIABILITY workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), .(b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Property damage" to property: (a) Owned, occupied or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture). or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. CG T1 00 0219 C 2017 The Travelers Indemnity Company. All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Any person or organization that, with your express or implied consent, either uses or is responsible for the use of a watercraft that you do not own that is: (1) 50 feet long or less; and (2) Not being used to carry any person or property for a charge. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; S. b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. An organization, other than a partnership, joint venture or limited liability company; or b. A trust; as indicated in its name or the documents that govern its structure. 4. Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor is subject to the following provisions: a. The limits of insurance provided to such premises owner, manager or lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or "personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or, (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. Any person or organization that is an equipment lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed. subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal and advertising injury" caused by an offense that is committed, after the equipment lease expires. No person or organization is an insured with respect to the conduct of any current or past partnership, joint Page 12 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Section 11— Who Is An Insured. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds: b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard'; and c. Damages under Coverage B. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal injury" and "advertising injury" sustained by any one person or organization. S. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C; because of all "bodily injury" and "property damage" arising out of any one "occurrence". For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 6. Subject to Paragraph S. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: COMMERCIAL GENERAL LIABILITY a. The amount shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part. 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; CG T1 00 02 19 0 2017 The Travelers Indemnity Company. All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. The following provisions apply to Paragraph a. above, but only for purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II — Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company), any of your trustees who is an individual (if you are a trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (1) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (iii) An executive officer or director of any other organization; or (iv) A trustee of any trust; that is your partner, joint venture member, manager or trustee; or (b) Any employee authorized by such partnership, joint venture, limited liability company, trust or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a speck number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's legal representative. Page 14 of 21 ® 2017 The Travelers Indemnity Company. Ali rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises if valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses, that is provided by, through or on behalf of: aircraft, "autos" or watercraft; (i) Another insurance company; (iv) That is insurance available to a (ii) Us or any of our affi0ated insurance companies, premises owner, manager or lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section 11— Occurrence Limit provision of Paragraph S. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section 111 — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph S. of Amendment — Non Cumulation Of Each Occurrence Limit Of Liability And Non Section 11 — Who Is An Insured, Cumulation Of Personal And Advertising Injury except t when Paragraph d. below Limit endorsement is included in this policy; applies. (iii) Any risk retention group; or (b) Any of the other insurance, whether primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any "suit" if any insurer means a provider of other insurance. As other insurer has a duty to defend the used in Paragraph c. below, insurer means a insured against that "suit". If no other insurer defends, we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any, that exceeds the any of the other insurance is also primary. sum of: Then. we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance; and b. Excess insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for "your work"; Part. CG T1 00 0219 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured. and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. S. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance. and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. S. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website b. Representations that is about your goods, products or services for the purposes of attracting customers or By accepting this policy, you agree: supporters is considered an advertisement. Page 16 of 21 ® 2017 The Travelers Indemnity Company, All rights reserved. CG T1 00 0219 Includes copyrighted material of Insurance Services office, Inc. with its permission. q "Advertising injury": a. Means injury caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photograph or likeness: or (b) Unreasonably places a person in a false light; or (3) Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 3. "Auto" means: 4. S. a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". "Bodily injury" means: a. Physical harm, including sickness or disease, sustained by a person; or b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. "Broadcasting" means transmitting any audio or visual material for any purpose: a. By radio or television; or COMMERCIAL GENERAL LIABILITY b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment, educational, instructional, music or news programming being transmitted; or (3) Advertising transmitted with any of such programming. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits in the territory described in Paragraph a. above, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks. CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. CG T1 00 02 19 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 11. "Hostile fire" means a fire which becomes uncontrollable or breaks out from where it was intended to be. 12. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 13. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; E That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage" or "personal injury" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (2) above and supervisory, inspection, architectural or engineering activities. 14. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 15. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto'; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered, but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 16. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; Page 18 of 21 0 2017 The Travelers Indemnity Company. Ali rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d, above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment: or (2) Cherry pickers and similar devices used to raise or lower workers; E Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning: (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". COMMERCIAL GENERAL LIABILITY b. An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 18. "Personal and advertising injury" means "personal injury" or "advertising injury". 19. "Personal injury": a. Means injury, other than "advertising injury", caused by one or more of the following offenses: (1) False arrest, detention or imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or (5) Oral or written publication, including publication by electronic means, of material that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 17. "Occurrence" means: 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, a. An accident, including continuous or repeated vapor, soot, fumes, acids, alkalis, chemicals and exposure to substantially the same general waste. Waste includes materials to be recycled, harmful conditions; or reconditioned or reclaimed. CG T1 00 02 19 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: a. With respect to the first paragraph of the exceptions in Exclusion j. of Section 1 — Coverage A — Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of seven or fewer consecutive days, including the contents of such premises; or b. With respect to the exception to Exclusions c. through n. in the last paragraph of Paragraph 2. of Section I — Coverage A — Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of more than seven consecutive days, or while temporarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from fire, explosion or lightning; or (5) Water. But "premises damage" under this Paragraph b. does not include "property damage" to any premises caused by: (1) Rupture, bursting, or operation of pressure relief devices; (2) Rupture or bursting due to expansion or swelling of the contents of any building or structure caused by or resulting from water, or (3) Explosion of steam boilers, steam pipes, steam engines or steam turbines. 22. "Products -completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or .your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products - completed operations are subject to the General Aggregate Limit. 23. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 24. "Slogan": a. Means a phrase that others use for the purpose of attracting attention in their advertising. b. Does not include a phrase used as, or in, the name of: (1) Any person or organization, other than you; or (2) Any business, or any of the premises, goods, products, services or work, of any person or organization, other than you. Page 20 of 21 0 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 25. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 26. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 27. "Title" means a name of a literary or artistic work. 28. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 29. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you. and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 30. "Your product": a. Means; (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: COMMERCIAL GENERAL LIABILITY (a) You; (b) Others 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. 31. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work": and (2) The providing of or failure to provide warnings or instructions. CG T1 00 02 19 ® 2017 The Travelers Indemnity Company. All rights reserved_ Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEC ZX9262 Endorsement Number: Effective Date: 06/23/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 5130 E LA PALMA AVE STE 206 ANAHEIM CA 92807 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 05/14/23 Policy Expiration Date: 06/23/24 PROFESSIONAL SERVICES AGREEMENT Amendment No. 1 for Document Digitizing Services Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 E:a Complete Paperless Solutions, LLC 5130 E. La Palma Ave, Suite 206 Anaheim, CA 92807 This Amendment No. 1, dated January 9, 2023, amends that certain agreement (Agreement) made as of January 18, 2022 by and between the City of Seal Beach (City), a California charter city, and Complete Paperless Solutions, LLC, (Consultant), a California Limited Liability Company (collectively, "the Parties"). RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides document digitizing services for the Community Development Department. B. City and Consultant wish to amend the Agreement for Consultant to continue providing such services through the end of fiscal year 2022-2023. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 2.0 (Term) of the Agreement is hereby amended to read as follows: The term of this Agreement shall commence May 9, 2022 and shall remain in full force and effect until June 30, 2023, unless sooner terminated as provided in Section 5.0 of this Agreement. Section 2. All references to the term "Agreement" throughout Sections 1.0 through 35.0 inclusive, of the Agreement are hereby modified to include the this Amendment No. 1, dated January 9, 2023, as if all of those terms are fully set forth therein. Section 3. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. Section 4. The person executing this Amendment No. 1 on behalf of Consultant warrants that he or she is fully authorized to execute this Amendment NO. 1 on behalf of said Party, and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 1. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 2 of 3 CITY OF SEAL BEACH 0 La Approved as to Form By: Steele, City Attorney CONSULTANT: Complete Paperless Solutions, LLC, a California limited liability company By: Name: Claude Schott Its: CFO By: 0.1 Name: Joseph Mempin Its: V.P. (Please note, two signatures required for corporations pursuant to California Corporations Code Section 393 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) Amendment CPS (002) Final Audit Report 2022-12-19 Created: 2022-12-19 _ By: Claude Schott (cschott@cps247. mf ),I, Status: Signed Transaction ID: CBJCHBCAABAAi4afhBHOG1XsX9OO,W,Pkgv2ga9E8dDl5o P4 Document emailed to Joseph Mempin amempin@cps247.com) for signature 2022-12-19 - 10:29:42 PM GMT Email viewed by Joseph Mempin Qmempin@cps247.com) 2022-12-19 - 10:30:04 PM GMT It Document e -signed by Joseph Mempin Omempin@cps247.com) Signature Date: 2022-12-19 - 10:30:12 PM GMT - Time Source: server Q Agreement completed. 2022-12-19 - 10:30:12 PM GMT a Adobe Acrobat Sign "Amendment CPS (002)" Histo'* Document created by Claude Schott (cschott@cps247�corn)` 2022-12-19 - 10:29:27 PM GMT P4 Document emailed to Joseph Mempin amempin@cps247.com) for signature 2022-12-19 - 10:29:42 PM GMT Email viewed by Joseph Mempin Qmempin@cps247.com) 2022-12-19 - 10:30:04 PM GMT It Document e -signed by Joseph Mempin Omempin@cps247.com) Signature Date: 2022-12-19 - 10:30:12 PM GMT - Time Source: server Q Agreement completed. 2022-12-19 - 10:30:12 PM GMT a Adobe Acrobat Sign a RESOLUTION 7358 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH COMPLETE PAPERLESS SOLUTIONS, LLC WHEREAS, The City of Seal Beach (City) has determined that additional time is needed to complete a document digitizing project; and, WHEREAS, Consultant is a highly qualified consulting firm, specializing digitization and document management and will serve the needs of the City; and, WHEREAS, City and Consultant wish to extend the Term of.the Agreement to June 30, 2023, as provided herein; and, ` WHEREAS, the project timeline has shifted, -and a Budget Amendment will be necessary complete payments on this Agreement in the current Fiscal Year. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby approves to amend the Professional Services Agreement with Complete Paperless Solutions, LLC, as set forth in Exhibit "A", attached hereto and incorporated herein by this reference as though set forth in full, extending the end of the term from December 31, 2022 to June 30, 2023. Section 2. The Council hereby directs the City manager to execute the Amendment on behalf of the City. Section 3. The City Council hereby approves Budget Amendment No. 23-07-01 in the amount of $28,800, allocating as follows: Description Account Revised/ Proposed Budget (diff) Adopted Budget Amendment Bud et Plan Archival 103-300-0231-51300 $ 45,000 $ 73,800 $ 28,800 PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 9th day of January, 2023 by the following vote: Lj AYES: Council Members: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa NOES: Council Members: None ABSENT: Council Members: None ABSTAIN: Council Members: None Joe Kalmick, Mayor ATTEST: Gloria D. Hail3e, City Clerk "Pt' COON` STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7358 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 9th day,of January, 2023. Ioria D. Harpeg City Clerk �l ACC? -10 06/08CERTIFICATE OF LIABILITY INSURANCE DATE(M8/2DIYYYI� /2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Arlene Rhodes NAME: Robert Harris Insurance Agency, Inc. AIC, N Extl: (714) 619-4480 C No): (714) 6194481 E-MAIL ariene@rehards.com ADDRESS: Lic. #0216736 INSURER(S) AFFORDING COVERAGE NAIC # 3150 Bristol St., Suite 200 Costa Mesa CA 92626 INSURERA: Travelers Casualty Insurance Co of America 19046 INSURED INSURERB: Hartford Casualty Ins. Co. 29424 Complete Paperless Solutions INSURER C : Lloyds of London INSURER D: 5130 E La Palma Ave INSURER E: Ste 206 INSURER F: Anaheim CA 92807-2078 r`n\/CRAf=CS CFRTIFICATF NI IMRFR• ZZ -23 Master Gert REVISION NUMBER: THIS IS TO CERTIFY THATTHE 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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. ILICY LTRR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD LICY EFF EXP MMIDDNM LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 CLAIMS -MADE � OCCUR PREMISES Ea occurrenceS 300,000 MED FLIP (Anyone person) $ 5,000 A Y 6808BB47614 06/23/2022 06/23/2023 PERSONAL&ADV INJURY S 2,000,000 GEMLAGGREGATE LIMITAPPLIES PER: GENERALAGGREGATE S 4,000,000 PRODUCTS -COMP/OPAGG S 4,000,000 POLICY ❑PRO F—] LOC JECT DEENC s OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT s 2,000,000 Ea accident BODILY INJURY (Per person) S ANYAUTO AOWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY IX 6808B847614 06/23/2022 06/23/2023 BODILY INJURY (Per accident) S PROPERTY DAMAGE $ Per accident $ UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIAB DED I I RETENTION $ S B WORKERS COMPENSATION AND EMPLOYERSLIABILITY YIN ANY OFFICE PROPRIETOR/PARTNER/EXECUTIVE E OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA 72WECZX9262 06/23/2022 06/23/2023 X STA UTE ERH E.L.EACHACCIDENT S 1,000,000 E.L. DISEASE- EA EMPLOYEE S 1,000,000 E.L DISEASE- POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below Each Claim $2,000,000 C Professional Liability Claims Made Policy TBD 06/23/2022 06/23/2023 Aggregate $2,000,000 Each Claim Deductible $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are named Additional Insured as their interest may appear as respects operations of the Named Insured per form #CGD2470419. Coverage provided is Primary over any other insurance maintained by the Additional Insured for all coverages except Professional Liability. In the event of non-payment of premium, a 10 Day notice of cancellation will be sent. f`Atd!`CI 1 ATInN U T9SS-ZUTb AGUKU CORPORA iON. All rights reservea. ACORD 25 (2016103) The ACORD name and (ago are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach Gloria Harper ACCORDANCE WITH THE POLICY PROVISIONS. 21,1 Eighth St AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 U T9SS-ZUTb AGUKU CORPORA iON. All rights reservea. ACORD 25 (2016103) The ACORD name and (ago are registered marks of ACORD PROFESSIONAL SERVICES AGREEMENT for Document Digitizing Services between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 ;9 Complete Paperless Solutions, LLC 5130 E. La Palma Avenue, Suite 206 Anaheim, CA 92807 (866) 661-2425 This Professional Service Agreement ("the Agreement") is made as of May 9, 2022 (the "Effective Date"), by and between Complete Paperless Solutions, LLC ("Consultant"), a California limited liability company, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional document digitizing services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide services. C. Consultant represents that the principal members of its firm are qualified document imaging professionals and are fully qualified to perform the digital transformation professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services (collectively "Services") set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner,.and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's 2of19 work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. The term of this Agreement shall commence on May 9, 2022 and shall remain in full force and effect until December 31, 2022, unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with service quote set forth in Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $73,800 (Seventy -Three Thousand, eight hundred dollars) for the Term. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 3of19 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Claude Schott is the Consultant's primary representative for purposes of this Agreement. Claude Schott shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Complete Paperless Solutions, LLC 5130 E. La Palma Avenue, Suite 206 Anaheim, CA 92807 Attn: Claude Schott 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 4of19 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision. Consultant will determine the means, methods, and details by which Consultant's employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other 5of19 retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law ("PERL"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA"),. and the regulations of PERS. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify 6of19 and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's indemnification and obligations under this Section shall survive the expiration or termination of this Agreement. 11.0 Confidentiality 11.1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video fifes, media, discussion, or other information (collectively "Data & Documents") developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City notice of such court order or subpoena. 11.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 11.3. Consultant's covenants under this Section shall survive the termination or expiration of this Agreement. 12.0 Ownership of Documents and Work Product 12.1. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City. 7of19 All Data & Documents shall be considered 'works made for hire," and all Data & Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Data & Documents. 12.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one. 12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Data & Documents is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become non - infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement. 12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 13.0 Subcontractors 8of19 No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 14.0 Prohibition Against Assignment or Delegation Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, "assignment" and "delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. 15.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 9of19 17.0 Insurance 17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. 17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). if Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; 17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).. 17.2.3. Workers' Compensation Insurance in the amount required by law; and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; 17.2.4. Professional Liability (or Errors and Omissions) Liability. , within minimum limits of $1,000,000 per claim/aggregate. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 17.4. Additional Insured. 10 of 19 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials; 17.6. Primary and Non -Contributing. Coverage shall be primary insurance as respects the City, its elected officials, officers, employees, agents, designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected officials, officers, employees, agents. designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; 17.7. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. 11 of 19 17.8. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives all rights of subrogation against City. 17.10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under Section 18.0. 12 of 19 17.13. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 17.14. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnities. 18.1.1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.1.2. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant 13 of 19 fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 18.3. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees. 18.5. Survival of Terms. Consultant's indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Non -Discrimination Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law. 14 of 19 20.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 21.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 22.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 23.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach. 25.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 26.0 Waiver 15 of 19 No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. 27.0 Prohibited Interests; Conflict of Interest 27.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 27.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 27.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 28.0 Final Payment Acceptance Constitutes Release The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for 16 of 19 compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility .and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents. 29.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 30.0 Non -Appropriation of Funds Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 31.0 Mutual Cooperation 31.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 31.2. Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 32.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be 17 of 19 construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 33.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 34.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 35.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. 18 of 19 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH Attest: Approved as to Form: By: raig A. Steele, City Attorney CONSULTANT: Complete Paperless Solutions, LLC, a California limited liability company C/I By: k2-- Name: Joseph Mempin Its: 'rofessional Services Group By: L'e..d<lzl&� Name: Claude Schott Its: CFO (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 19 of 19 EXHIBIT A Consultant's Proposal cps Complete Paperless Solutions Quote ADDRESS Alexa Smittle City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 USA Complete Paperless Solutions 5130 E La Palma Av. Ste 206 Anaheim, CA 92807 (866)661-2425 cschott@cps247.com QUOTE # 2400 DATE 04/01/2022 DATE ACTIVITY QTY RATE AMOUNT Document Scanning Services Flat Rate Project Quote Scope of Work: Office Project Misc Rolled Plans + (4) Large Boxes Plans (50 Rolls of 25 ea) + (6) File Transfer Boxes (10"H x 12"W x 16"D) Qa 50% Large Format containing an estimated 10,800 Large, 3,000 Small records stapled every 3-5 pages. totaling an estimated 13,800 images Scanning Svs 1 100.00 100.00 Records Pickup Freight Service - per Scanning Svs 15 20.00 300.00 Engineering Records Boxing Service (Remove Records From Client File Cabinet Shelf Floor etc Manifest and MAP Box 12wX12hx36L) Scanning Svs 18,800 0.10 1,880.00 Standard Document Preparation (Remove folder tabs ,post -its, staples, unfold, tape etc.) Scanning Svs 3,000 0.10 300.00 Document Scanning Service Standard Letter Size 8.5X11 Paper (High Resolution Bi -Tonal 30ODP1 duplex) Scanning Svs 15,800 0.95 15,010.00 Scanning Service Large Format Paper (High Resolution Bi -Tonal 30ODPI duplex) Scanning Svs 3,000 0.05 150.00 Per Image Small Format Advance Scanner Setting Scanning Svs 100 0.05 5.00 Record Segmenting: Split and create electronic file by Plan File Folder Scanning Svs 15,800 0.05 790.00 Quality Control Service (Human review of each image to ensure optimal quality and Tax ID: 27-09265511 Please Make Checks Payable to: Complete Paperless Solutions I Please Make Checks Payable to: Complete Paperless Solutions DATE ACTIVITY QTY legibility re-scan as needed) Scanning Svs 15,800 Electronic Image Enhancement (enhance every document irrespective of color, size, contrast, to increase consistent, high quality images.) Scanning Svs 100 Index Name Each Plan File (<=2 indexing fields example: "Street Number Name.pdf" or "PROJ - Project Name Number.pdf" from Title Block) Scanning Svs 1 Laserfiche ingestion - per Scope of Work (Not Included unless specified): *Shredding, Retrieval SUBTOTAL Services, return -delivery, Re -file, Storage after complete 30 Days = $1 DISCOUNT 15% box per month -'"heavy staples, poor quality paper etc. increase level TAX of effort add cost a representative 1 box sample is required to lock- TOTAL price quoted. Please allow at a minimum a plus10% increase of the quote based of the estimate. Accepted By Accepted Date RATE AMOUNT 0.01 158.00 0.05 5.00 450.00 450.00 19,148.00 -2,872.20 0.00 $16,275.80 Tax ID: 27-09265511 Please Make Checks Payable to: Complete Paperless Solutions I Please Make Checks Payable to: Complete Paperless Solutions cps Complete Paperless Solutions Quote ADDRESS Alexa Smittle City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 USA Complete Paperless Solutions 5130 E La Palma Av. Ste 206 Anaheim, CA 92807 (866)661-2425 cschott@cps247.com QUOTE # 2401 DATE 04/01/2022 DATE ACTIVITY QTY RATE AMOUNT Document Scanning Services Flat Rate Project Quote Scope of Work: Offsite Container (14) Bags Plans (26 Rolls of 25 ea) + (4) Large Boxes Plans (50 Rolls of 25 ea) + (9) File Transfer Boxes (10"H x 12"W x 16"D) @50% Large Format containing an estimated 44,000 Large, 35,000 Small records stapled every 3-5 pages. totaling an estimated 79,0000 images Scanning Svs 1 100.00 100.00 Records Pickup Freight Service - per Scanning Svs 30 20.00 600.00 Engineering Records Boxing Service (Remove Records From Client File Cabinet Shelf Floor etc Manifest and MAP Box 12wX12hx36L) Scanning Svs 79,000 0.07 5,530.00 Document Preparation (Remove folder tabs,post-its, staples, unfold, tape etc.) Scanning Svs 35,000 0.10 3,500.00 Document Scanning Service Standard Letter Size 8.5X11 Paper (High Resolution Bi -Tonal 30ODP1 duplex) Scanning Svs 44,000 0.80 35,200.00 Document Scanning Service Large Format Paper (High Resolution Bi -Tonal 30ODPI duplex) Scanning Svs 79,000 0.025 1,975.00 Per Image Small Format Advance Scanner Setting Scanning Svs 500 0.05 25.00 Record Segmentting: Split and create Tax ID: 27-09265511 Please Make Checks Payable to: Complete Paperless Solutions I Please Make Checks Payable to: Complete Paperless Solutions DATE ACTIVITY QTY RATE AMOUNT electronic file by Plan File Folder Scanning Svs 79,000 0.05 3,950.00 Quality Control Service (Human review of each image to ensure optimal quality and legibility re-scan as needed) Scanning Svs 79,000 0.01 790.00 Electronic Image Enhancement (enhance every document irrespective of color, size, contrast, to increase consistent, high quality images.) Scanning Svs 200 0.05 10.00 Index Name Each Plan File (<=2 indexing fields example: "Street Number Name.pdf" or "PROJ - Project Name Number.pdf" from Title Block) Scanning Svs 1 450.00 450.00 Laserfiche ingestion - per - -- --- - - -------- - ---- - -- - - Scope of Work (Not Included unless specified): *Shredding, Retrieval SUBTOTAL --- - -- - -- - 52,130.00 Services, return -delivery, Re -file, Storage after complete 30 Days = $1 DISCOUNT 20% -10,426.00 box per month - "heavy staples, poor quality paper etc. increase level TAX 0.00 of effort add cost a representative 1 box sample is required to lock TOTAL �� price quoted. X704'00 Please allow at a minimum a plusl0% increase of the quote based of the estimate. Accepted By Accepted Date Tax ID: 27-09265511 Please Make Checks Payable to: Complete Paperless Solutions I Please Make Checks Payable to: Complete Paperless Solutions Complete Paperless cps I Solutions City of Seal Beach Public Works Document Imaging Services Proposal April 2022 Project Approach This proposal serves as documentation of the work to be performed by Complete Paperless Solutions (CPS) to assist the City of Seal Beach's Planning Department in the implementation and execution of scanning their large format Mylars. Project Objectives: • Scan the Public Works Department's large format drawings/plans • Provide quality imaged documents, titled, indexed, and organized in Laserfiche • Return Mylar Maps back in the hanging container order Project Scope: • Scan the Mylars • Prep work will be done for the removal of staples • The files will be titled: TBD • Six template fields: Project Title, Project Number, Plan Type, Location, Date and Designer • Estimated volume: 7,000 Methodology: • CPS will take custody of the plans • The plans will be scanned in high resolution grayscale or color • Standard quality control will be performed Deliverables: • Output will be in TIFF format • Scanned images will be delivered upon the completion of each batch • Invoices will be prepared for payment upon delivery of each batch • Ingestion into Laserfiche will be performed by CPS Pricing Boxing: $20 per box (around 30) Plans: $0.95 per map Pick up/Delivery: $100.00 per trip Prep: $0.1 per map Indexing: 2 first are included - $0.1 per additional index Ingestion: $450.00 per Approval City of Seal Beach and Complete Paperless Solutions agree to commit the resources of each organization necessary to assure the successful completion of the scanning project. Complete Paperless Solutions acknowledges that all confidential information disclosed by the City of Seal Beach will be held in strict confidence. City of Seal Beach Name: Title: Date: Signature: Complete Paperless Solutions Name: Title: Date: Signature: Complete Paperless Solutions City of Seal Beach - Scanning Project EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. Seal Beach --Professional Services Agreement- CPA— Final Audit Report 2022-04-26 Created: 2022-04-26 By: Joseph Mempin amempin@cps247.com) Status: Signed Transaction ID: CBJCHBCAABAAe9HZxTnE_UdYZa631aiBRgLFg5-ymnzX "Seal Beach --Professional Services Agreement- CPA_" History Document created by Joseph Mempin Qmempin@cps247.com) 2022-04-26 - 9:44:08 PM GMT P4 Document emailed to Claude Schott (cschott@cps247.com) for signature 2022-04-26 - 9:44:50 PM GMT Email viewed by Claude Schott (cschott@cps247.com) 2022-04-26 - 9:45:09 PM GMT 6j0 Document e -signed by Claude Schott (cschott@cps247.com) Signature Date: 2022-04-26 - 9:45:38 PM GMT - Time Source: server ® Agreement completed. 2022-04-26 - 9:45:38 PM GMT a Adobe Acrobat Sign ACORI7® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 06/17/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Carla Garcia NAME: Robert Harris Insurance Agency, Inc. aHicDNru (714) 619-4480 a (714) 619-4481 Ext : CC IVo : Lic. #0216736 E-MAIL ADDRESS: Carla@reharris.cem 3150 Bristol St., Suite 200 INSURER(S) AFFORDING COVERAGE NAIC # Costa Mesa CA 92626 INSURERA: Travelers Casualty Insurance Co ofAmerica 19046 INSURED INSURER B: Hartford Casualty Ins. Co. 29424 Complete Paperless Solutions INSURER C : Lloyds of London 5130 E La Palma Ave INSURER D : Ste 206 INSURER E: Anaheim CA 92807-2078 INSURER F: COVERAGES CERTIFICATE NUMBER- "Ll -LL ULAUro VVG lz&U RFVIAIf1N NI IMRFR- 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. INTRR L TYPE OF INSURANCE AUULbUbR INSD WVD POLICYNUMBER MMIDYEFF D EXP MM/DD LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX] OCCUR EACH OCCURRENCE S 2,000,000 PREMISES Eaoccurence S 300,000 MED EXP (Any one person) $ 5,000 PERSONAL&ADV INJURY $ 2,000,000 A Y 68088847614-21 06/23/2021 06/23/2022 GEN'LAGGREGATE LIMITAPPLIES PER: I GENERALAGGREGATE $ 4,000,000 POLICY F—] PRO- LOC JECT PRODUCTS-COMP/OPAGG $ 4,000,000 S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMITg 1,000,000 Ea accident BODILY INJURY (Per person) S ANYAUTO A OWNED SCHEDULED AUTOS ONLY AUTOS 6BOBB847614-20 06/23/2021 06/23/2022 BODILY INJURY (Per accident) S X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident $ UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA 72WECZX9262 06/23/2021 06/23/2022 X1 PER STATUTE EORH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE- EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liability Claims Made Policy ESJ0731989025 06/23/2021 06/23/2022 Each Claim $2,000,000 Aggregate $2,000,000 Each Claim Ded. $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are named Additional Insured as their interest may appear as respects operations of the Named Insured perform #CGD2470419. Coverage provided is Primary over any other insurance maintained by the Additional Insured for all coverages except Professional Liability. In the event of non-payment of premium, a 10 Day notice of cancellation will be sent. City of Seal Beach Gloria Harper 211 Eighth St Seal Beach CA 90740 L7a CL'3-1 AL1r L•-10 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE U 1VUU-2615 ACUKU UUKI-UKAIJUN. All rlgnts reservea. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Other Named Insureds Additional Named Insureds Other, Insured Multiple Names I OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC ADDITIONAL COVERAGES Ref # Description CNTSC Coverage Code CNTSC Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Non-owned Coverage Code NOWND Form No. Edition Date Limit 1 2,000,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Hired/borrowed Coverage Code HRDBD Form No. Edition Date Limit 1 2,000,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description OSHF Coverage Code OSHF Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $3.00 Ref # Description LECF Coverage Code LECF Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $2.00 Ref # Description SIBT Coverage Code SIBT Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $6.00 Ref # Description Waiver of Subrogation Coverage Code WVSUB Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $250.00 Ref # Description New Small Employer Credit Coverage Code NSEC Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium -$197.00 Ref # Description Territory Differential Prem 1 Coverage Code TD1301 Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium -$7.00 Ref # Description Expense constant Coverage Code EXCNT Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $200.00 Ref # 1 Description Assessment Fund Coverage Code ASMNT Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $22.00 rOFADTLCV Copyright 2001, AMS Services, Inc. ADDITIONAL COVERAGES Ref # Description UEBTF Coverage Code UEBTF Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $1.00 Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium FoFADTLCV Copyright 2001, AMS Services, Inc. cfc 26 c. any other law, regulation or statute relating to unsolicited communication, distribution, sending or transmitting of any communication via telephone or any other electronic or telecommunications device. However, this Exclusion will not apply to INSURING CLAUSE 1 (SECTION F only). 62. Vacant premises in respect of INSURING CLAUSES 4 and 5, resulting from premises left vacant for more than 60 consecutive days. 63. War arising directly or indirectly out of: a. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), civil war, rebellion, insurrection, civil commotion assuming the proportions of or mounting to an uprising, military or usurped power; or b. any action taken in controlling, preventing, suppressing or in anyway relating to a. above. 64. Website content accessibility arising directly or indirectly out of the actual or alleged violation of any laws, regulations or guidelines relating to the accessibility of your website content. 65. Willful or dishonest acts of senior executive officers arising directly or indirectly out of any willful, criminal, malicious or dishonest, act, error or omission by a senior executive officer as determined by final adjudication, arbitral tribunal or written admission. 1. What you must do in the event of a claim or cyber incident If any senior executive officer becomes aware of any incident which may reasonably be expected to give rise to a claim under this Policy you must: a. notify the claims managers (in respect of cyber incidents, a telephone call to our cyber incident response line will constitute notification) as soon as is reasonably practicable and follow their directions. However, in respect of INSURING CLAUSES i (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only) this notification must be made no later than the end of any applicable extended reporting period; and b. not admit liability for or settle or make or promise any payment or incur any costs and expenses without our prior written agreement (which will not be unreasonably withheld). If you discover a cyber event you may only incur costs without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved" claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers (which will not be unreasonably withheld). F� ,..nderi rfi Ig L., ?C} Ajt4i..-x zed a+ t R9r741atCd 4y `ha Pra, .„I t odt, t ltlthOr *r Technology (US) v3.1 1999-2019 �ZFf ;n leowtt ng L['" A�' RipnP� R�SPr 6,1 2. Additional insureds 27 We will indemnify any third party as an additional insured under this Policy, .but only in respect, of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of a claim arising solely out of an act committed by you, provided that: a. you contracted in writing to indemnify the third party for the claim prior to it first being made against them; and b. had the claim been made against you, then you would be entitled to indemnity under this Policy. Before we indemnify any additional insured they must: a. prove to us that the claim arose solely out of an act committed by you; and b. fully comply with CONDITION 1 as if they were you. Where we indemnify a third party as an additional insured under this Policy, this Policy will be primary and non- contributory to the third party's own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this. Where a third party is treated as an additional insured as a result of this Condition, any claim made by that third party against you will be treated by us as if they were a third party and not as an insured. 3. Agreement to pay claims (duty to defend) We have the right and duty to take control of and conduct in your name the investigation, settlement or defense of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered by this Policy. You may ask the claims managers to consider appointing your own lawyer to defend the claim on your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience, taking into account the subject matter of the claim, and the cost to provide a defense. We will endeavor to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and will pay on your behalf the amount we agree with the claimant. If we cannot settle using these means, we will pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject to the limit of liability. We will not settle any claim without your consent. If you refuse to provide your consent to a settlement recommended by us and elect to continue legal proceedings in connection with the claim, any further costs and expenses incurred will be paid by you and us on a proportional basis, with 50% payable by us and 50% payable by you. As a consequence of your refusal, our liability for the claim, excluding costs and expenses, will not be more than the amount for which the claim could have been settled. 4. Calculation of business interruption losses In respect of INSURING CLAUSES 2 (SECTION G only) and 5, in the event of a claim for any financial loss sustained by you, you must provide the claims managers with your calculation of the financial loss including. a. how the loss has been calculated and what assumptions have been made; and F t-riq tim,rpd ,-,'i r zed and Re�yu'at-d b� rc- F,nan�_�ar <md,act Au;r n.t5 1q��-_� •91 FC onde, a�rr* n7 Lt( as Rignt- RFSe,- e3 Technology (US) v31 �cfc 8 z b. supporting documents including account statements, sales projections and invoices. If we are unable to agree with your calculation of the financial loss, we will appoint an independent expert agreed between you and us which will be paid for by us. If an independent expert cannot be agreed upon, one will be appointed by an arbitrator mutually agreed between you and us whose decision will be final and binding. once an independent expert has been appointed, their calculation of any financial loss sustained by you will be final and binding. S. Cancellation 'This Policy maybe canceled with 30 days written notice y either you or us. If you give us notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. However, if you have made a claim under this Policy there will be no return premium. If we give you notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. We also reserve the right of cancellation in the event that any amount due to us by you remains unpaid more than 60 days beyond the inception date. If we exercise this right of cancellation it will take effect from 14 days after the date the written notice of cancellation is issued. The Policy.Administration Fee will be deemed fully earned upon inception of the Policy. 6. Continuous cover If you have neglected, through error or oversight only, to report an incident discovered by you that might give rise to a claim under this Policy during the period of a previous renewal of this Policy issued to you by us, then provided that you have maintained uninterrupted insurance of the same type with us since the expiry of that earlier Policy, we will permit the matter to be reported under this Policy and we will indemnify you, provided that:. a. the indemnity will be subject to the applicable limit of liability of the earlier Policy under which the matter should have been reported or the limit of liability, whichever is the lower; b. we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; and c. the indemnity will be subject to all of the terms and conditions of this Policy, other than a. above. 7. Cross liability and severability In respect of INSURING CLAUSE 3 only, where there is more than one entity insured under this Policy, and subject to the limit of liability, any claim made by one insured entity against another insured entity will be treated as if they are a third party and knowledge possessed by one insured entity will not be imputed to any other insured entity. 8. Establishing loss of contents If you make a claim under this Policy for loss of contents, you must reasonably establish how and when the incident took place. This may include confirmation that the incident was reported to the appropriate 'law enforcement authorities and details of any investigation they undertook. CP- tJnryef,A,ot,n,9 Ll nft3d Jr d,,i-t Autnor-ty Technology {US} v3.1 e1999,2019 CFC Unce, vent ng Lta AP PigFts Resp -?d 6'") C fc 29 9. Extended reporting period In respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only), an extended reporting period of 60 days following the expiry date will be automatically granted at no additional premium. This extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy, claims first made against you during the period of the policy and reported to us during this extended reporting period. No claim will be accepted by us in this 60 day extended reporting period if you are entitled to indemnity under any other insurance, or would be entitled to indemnity under such insurance if its limit of liability was not exhausted. 10. Optional extended reporting period In respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G ohly), if we or you decline to renew or cancel this Policy then you will have the right to have issued an endorsement providing an optional extended reporting period for the duration stated in the Declarations page which will be effective from the cancellation or non -renewal date. This optional extended reporting period will cover claims first made against you and reported to us during this optional extended reporting period but only in respect of any claim arising out of any act, error or omission committed prior to the date of cancellation or non -renewal and subject to all others terms, conditions and exclusions of this Policy. If you would like to purchase the optional extended reporting period you must notify us andpay us the optional extended reporting period premium stated in the Declarations page within 30 days of cancellation or non -renewal. The right to the optional extended reporting period will not be available to you where cancellation or non -renewal by us is due to non-payment of the premium or your failure to pay any amounts in excess of the applicable limit of liability or within the amount of the applicable deductible as is required by this Policy in the payment of claims. At the renewal of this Policy, our quotation of different premium, deductible, limits of liability or changes in policy language will not constitute non -renewal by us. 11. Fraudulent claims If it is determined by final adjudication, arbitral tribunal or written admission by you, that you notified us of any claim knowing it to be false or fraudulent in any way, we will have no responsibility to pay that claim, we may recover from you any sums paid in respect of that claim and we reserve the right to terminate this Policy from the date of the fraudulent act. If we exercise this right we will not be liable to return any premium to you. However, this will not affect any claim under this Policy which has been previously notified to us. 12. Innocent non -disclosure We will not seek to avoid the Policy or reject any claim on the grounds of non -disclosure or misrepresentation except where the non -disclosure or misrepresentation was reckless or deliberate. 13. Maintenance of employee automobile liability insurance It is a condition precedent to indemnity under INSURING CLAUSE 3 (SECTIONS H and I only) that all employees who operate an automobile in the course of your business activities will maintain in full force and effect for the period of the policy primary automobile liability insurance in an amount equal to, or greater than, the minimum primary automobile liability limits required in the state of registration of the automobile. If you make a claim under INSURING CLAUSE 3 (SECTIONS H and I only) and the employee has failed to meet these requirements then this Policy will only ' F_ ti Ide ^ 't) L ta,+ ,,,,i -1-1 1<egUld'P(I L' thr Pnar-,3 -01,' t A�Jtt)or•t_ 10r9 2J1- -Ff• r Q.q1-r; P.— Technology (U5) v3.1 f,- cfc 30 respond to provide excess coverage as though the requirements had been met, whereby you agree to pay all sums within and up to the required minimum limit. 14. Mergers and acquisitions If you acquire an entity during the period of the policy whose annual revenue does not exceed 20% of the company's annual revenue, as stated in its most recent financial statements, cover is automatically extended under this Policy to include the acquired entity as a subsidiary. If you acquire an entity during the period of the policy whose annual revenue exceeds 20% of the company's annual revenue, as stated in its most recent financial statements, cover is automatically extended under this Policy to include the acquired entity as a subsidiary for a period of 45 days. We will consider providing cover for the acquired entity after the period of 45 days if: a. you give us full details of the entity within 45 days of its acquisition; and b. you accept any amendment to the terms and conditions of this Policy or agree to pay any additional premium required by us. In the event you do not comply with a. or b. above, cover will automatically terminate for the entity 45 days after the date of its acquisition. Cover for any acquired entity is only provided under this Policy for any act, erroror omission committed on or after the date of its acquisition. No cover will be automatically provided under this Policy for any acquired entity: a, whose business activities are materially different from your business activities; b. that has been the subject of any lawsuit, disciplinary action or regulatory investigation in the 3 year period prior to its acquisition; or c. that has experienced a cyber event in the 3 year period prior to its acquisition, if the cyber event cost more than the highest deductible of this Policy. If during the period of the policy you consolidate, merge with or are acquired by another entity then all coverage under this Policy will "terminate at the date of the consolidation, merger or acquisition unless we have issued an endorsement extending coverage, and you have agreed to any additional premium and terms of coverage required by us. 15. Our rights of recovery If we make any payment under this Policy then you must maintain all of your rights of recovery in respect of this payment against any third party and make these available to us where possible. We will not exercise any rights of recovery against employees or the estates, heirs, legal representatives or assigns of any employee in the event of their death, incapacity, insolvency or bankruptcy unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by you. CFC k Ttrnrj LIMIted A 11r or,zed iod Fe �urattd 6� he Fina 1,. -al Car lu— Authovy, Technology JUS) 03 199"-2019 �FC LI -def �. +t , LI! a P gnCs -YJ A + dr, cfc 31 Any recoveries will be applied in proportion to the amounts paid by you and, us in relation to the claim under this Policy. 16. Prior subsidiaries Should an entity cease to be a subsidiary after the inception date, cover in respect of the entity will continue as if it was still a subsidiary. during the period of the policy, but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a subsidiary. 17. Process for paying privacy breach notification costs Any privacy breach notification transmitted by you or on your behalf must be done with our prior written consent. We will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations. No offer must be made for financial incentives, gifts, .coupons, credits or services unless with our prior written consent which will only be provided if the offer is commensurate with the risk of harm. We will not be liable for any portion of the costs you incur under INSURING CLAUSE 2 (SECTION B only) that exceed the costs that you would have incurred had you gained our prior written consent. In the absence of our prior written consent we will only be liable to pay you the equivalent cost of a notification made using the most cost effective means permissible under the governing law. 18. Waiver of subrogation Notwithstanding CONDITION 15, we agree to waive our rights of recove_ry_against any_ third party if,' prior to the claim or incident which you reasonably expected to give rise to a claim,, you entered into a contract that contains a provision requiring you to do this. 19. Choice of law and service of suit In the event of a dispute between you and us regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page. We agree, at your request, to submit to the jurisdiction of a court of competent jurisdiction within the United States of America. Nothing in this Condition constitutes or should be understood to constitute a waiver of our rights'to commence an action in any court of competent jurisdiction in the United States of America, to move an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States of America or the laws of any State of the United States of America. It is further agreed that service of process in such suit may be made upon the law firm stated in the Declarations page and that in any suit instituted against us, we will abide by the final decision of such court or of any appellate court in the event of an appeal. The law firm stated in the Declarations page is authorized and directed to accept service of process on our behalf in any such suit and, at your request, to give a written undertaking to you that they will enter a general appearance on our behalf in the event such suit is instituted. Additionally, in accordance with the statute of any state, territory or district of the United States which makes such a provision, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as .our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by you arising out of this Policy. The law CF ndt'Na* cry m,ta, A ichor Zk i ,nJ REg41dt-j by rhe Fina -ir,al C-)r•J• NJthord Baa 4 '9:FL 1Fr A '*, j r � Al' , d t, Pei F a I Technology (US) v3.1 cfc 32 firm stated in the Declarations page is hereby designated as the firm to whom the above mentioned officer is authorized to mail such process or a copy thereof. CFS underwntipg l lnitrd > Avtho. 1=-1 anr4 GMgulate9 My true Poa c a) Dpd..^? A, -It Technology (US) v3.7 1999-2019 CFC U ider s•r,t nq Ltd All P-gi-, Pese, ea TABLE OF CONTENTS COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG T1 00 02 19 SECTION I — COVERAGES Beginning on Page Coverage A — Bodily Injury and Property Insuring Agreement.......................................................1 Damage Liability Exclusions.................................................................... 2 Coverage B — Personal and Advertising Insuring Agreement.......................................................6 Injury Liability Exclusions.....................................................................6 Coverage C — Medical Payments Insuring Agreement.......................................................9 Exclusions.................................................................... 9 SupplementaryPayments...................................................................................................10 SECTION II — WHO IS AN INSURED.......................................................................................11 SECTION III — LIMITS OF INSURANCE...................................................................................13 SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS........................................13 Bankruptcy.........................................................................................................................13 Duties In The Event Of Occurrence, Offense, Claim Or Suit...............................................13 LegalAction Against Us.....................................................................................................i4 OtherInsurance.........................................................•.......................................................15 PremiumAudit..........................................................................................................•........16 Representations.................................................................................. ...........16 .................... SeparationOf Insureds......................................................................................................16 Transfer Of Rights Of Recovery Against Others To Us.......................................................16 WhenWe Do Not Renew...................................................................................................16 SECTIONV — DEFINITIONS....................................................................................................16 CG TO 34 0219 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section If — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory'; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section 11 — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section 11 — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation,, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section If — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury' or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage'; or {3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. CG T1 00 0219 0 2017 The Travelers Indemnity Company. Ali rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured .is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided that the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "bodily injury" or "property damage", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract'; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (3) Any statute, ordinance or regulation relating to the sale. gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by `the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (2) The fumishing of alcoholic beverages to a (i) "Bodily injury" if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that Page 2 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. is used to heat, cool or dehumidify the building, or produced by or originating from equipment that is used to heat water for personal use by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) If such "pollutants" are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for. (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed COMMERCIAL GENERAL LIABILITY to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii)'Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire'; or .(e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are or were at any time performing operations to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants'; or CG T1 00 0219 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any (b) The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3) of the definition of "mobile testing for, monitoring, cleaning up, equipment'; or removing, containing, treating, detoxifying or neutralizing, or in any (6) An aircraft that is: way responding to, or assessing the (a) Chartered with a pilot to any insured; effects of, "pollutants". (b) Not owned by any insured; and g. Aircraft, Auto Or Watercraft (c) Not beingused to ca an y person or "Bodily injury" or "property damage" arising out property r a charge. of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or h. Mobile Equipment watercraft owned or operated by or rented or "Bodily injury" or "property damage" arising out loaned to any insured. Use includes operation of: and "loading or unloading". (1) The transportation .of "mobile equipment" This exclusion applies even if the claims by an "auto" owned or operated by or against any insured allege negligence or other rented or loaned to any insured; or wrongdoing in the supervision, hiring, employment, training or monitoring of others by (2) The use of "mobile equipment" in, or while that insured, if the "occurrence" which caused in practice for, or while being prepared for, the "bodily injury" or "property damage" involved any prearranged racing, speed, demolition, the ownership, maintenance, use or or stunting activity entrustment to others of any aircraft, "auto" or 1. War watercraft that is owned or operated by or "Bodily injury" or "property damage" arising out rented or loaned to any insured. of: This exclusion does not apply to: (1) War, including undeclared or civil war; (1) A watercraft while ashore on premises you (2) Warlike action by a military force, including own or rent; action in hindering or defending against an (2) A watercraft you do not own that is: actual or expected attack, by any (a) 50 feet long or less; and government, sovereign or other authority using military personnel or other agents; or (b) Not being used to carry any person or (3) Insurrection, rebellion, revolution, usurped property for a charge; power, or action taken by governmental (3) Parking an "auto" on, or on the ways next authority in hindering or defending against to, premises you own or rent, provided the any of these. "auto" is not owned by or rented or loaned j, Damage To Property to you or the insured; "Property damage" to: (4) Liability assumed under any "insured contract' for the ownership, maintenance or (1) Property you own, rent, or occupy, use of aircraft or watercraft; including any costs or expenses incurred by you, or any other person, organization or (5) "Bodily injury" or "property damage" arising entity, for repair, replacement, out of: enhancement, restoration or maintenance (a) The operation of machinery or of such property for any reason, including equipment that is attached to, or part prevention of injury to a person or damage of, a land vehicle that would qualify as to another's property; 'mobile equipment under the definition (2) Premises you sell, give away or abandon, if of "mobile equipment" if such land the "property damage" arises out of any vehicle were not subject to a part of those premises; compulsory or financial responsibility law, or other motor vehicle insurance (3) Property loaned to you; law, where it is licensed or principally (4) Personal property in the care, custody or garaged; or control of the insured; Page 4 of 21 0 2017 The Travelers Indemnity Company_ All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office. Inc. with its permission. COMMERCIAL GENERAL LIABILITY (5) That particular part of real property on accidental physical injury to "your product" or which you or any contractors or "your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if n. Recall Of Products, Work Or Impaired the "property damage" arises out of those operations; or Properly (6) That particular part of any property that Damages claimed for any loss, cost or expense must be restored, repaired or replaced incurred by you or others for the loss of use, because "your work" was incorrectly withdrawal, recall, inspection, repair, performed on it. replacement, adjustment, removal or disposal of: Paragraphs .(1), (3) and (4) of this exclusion do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I.. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "Your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and (1) "Your product"; (2) "Your work"; or (3) "Impaired property'; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". However, this exclusion does not apply to liability for damages because of "bodily injury". q. Unsolicited Communication "Bodily injury' or "property damage" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". r. Access Or Disclosure Of Conidfenital Or Personal Information "Bodily injury' or "property damage" arising out of any access to or disclosure of any person's or organization's confidential or personal information. s. Asbestos (1) "Bodily .injury" or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "bodily injury" or "property damage" is caused or contributed to by the hazardous properties of asbestos. CG T1 00 0219 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 21 Includes copyrighted material of insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury" or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "bodily injury" or "property damage" described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. It. Employment -Related Practices "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any of the employment-related practices described in Paragraph (a), (b),or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury". Exclusions c. through n. do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section III — Limits Of Insurance. COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury". Page 6 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. This exclusion does not apply to "personal injury" caused by malicious prosecution. b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Or Used Prior To Policy Period (1) "Personal and advertising injury" arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period: or (2) "Advertising injury" arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Because of "personal injury" assumed by you in a contract or agreement that is an "insured contract", provided that the "personal injury" is caused by an offense committed subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed by you in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "personal injury", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed by you in the same "insured contract"; and COMMERCIAL GENERAL LIABILITY against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. f. Breach Of Contract "Advertising injury" arising out of a breach of contract. g. Quality Or Performance Of Goods - Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products or services .to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". i. Intellectual Property "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name; (5) Trademark; (6) Trade secret; or (7), Other intellectual property rights or laws. This exclusion does not apply to: ` (1) "Advertising injury" arising out of any actual or alleged infringement or violation of anothers copyright, "title" or "slogan" in your "advertisement"; or (2) Any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" caused by an offense committed by an insured whose business is: (b) Such attorneys' fees and litigation (1) Advertising, "broadcasting" or publishing; expenses are for defense of that party CG T1 00 0219 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of websites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: (1) Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and (2) The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts or owns, or over which the insured exercises control. 1. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants'; or neutralizing, or in any way responding to,or assessing the effects of, "pollutants". o. War "Personal and advertising injury" arising out of: (1) War, including undeclared or civil war, (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Unsolicited Communication "Personal and advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". q. Access Or Disclosure Of Confidenital Or Personal information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. r. Asbestos (1) "Personal and advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "personal and advertising injury" is caused or contributed to by the hazardous properties of asbestos. (2) "Personal and advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "personal and advertising injury" described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (2) Claim or suit by or on behalf of any (a) Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for, or others test for, monitor, clean up, monitoring, cleaning up, removing, remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or Page 8 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for,, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. s. Employment -Related Practices "Personal injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or COMMERCIAL GENERAL LIABILITY (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person C. (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal injury" to that person at whom any of the employment-related practices d, described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "personal injury". COVERAGE C — MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; To a person hired to do work for or on behalf of any insured or a tenant of any insured. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". (2) On ways next to premises you own or rent; g• Coverage A Exclusions or Excluded under Coverage A. CG T1 00 02 19 ® 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 9 of 21 COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; assumed by the insured in the same "insured contract' d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit'; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit' (c) Notify any other insurer whose coverage is available to the indemnitee: and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to,the "suit'; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverages — Coverage A — Bodily Injury And Property Damage Liability or Paragraph 2.e. of Section I — Coverages — Coverage B — Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "bodily injury", "property damage" or "personal injury", and will not reduce the limits of insurance. b. This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured; and to pay for attorneys' fees and necessary c. The obligation to defend, or the cost of the litigation expenses as Supplementary Payments defense of, that indemnitee, has also been ends when: Page 10 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. wish its permission. a. We have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION 11— WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and .directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer COMMERCIAL GENERAL LIABILITY workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -'employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Property damage" to property: (a) Owned, occupied or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. CG T7 00 02 19 @ 2017 The Travelers Indemnity Company. All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Any person or organization that, with your express or implied consent, either uses or is responsible for the use of a watercraft that you do not own that is: (1) 50 feet long or less; and (2) Not being used to carry any person or property for a charge. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; S. b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. An organization, other than a partnership, joint venture or limited liability company; or b. A trust; as indicated in its name or the documents that govern its structure. 4. Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor is subject to the following provisions: a. The limits of insurance provided to such premises owner, manager or lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or "personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. Any person or organization that is an equipment lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal and advertising injury" caused by an offense that is committed, after the equipment lease expires. No person or organization is an insured with respect to the conduct of any current or past partnership, joint Page 12 of 21 m 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwisequalifies as an insured under Section II — Who Is An Insured. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard' and c. Damages under Coverage B. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal injury" and "advertising injury" sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C; because of all "bodily injury" and "property damage" arising out of any one "occurrence". For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". COMMERCIAL GENERAL LIABILITY a. The amount shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part. 7. Subject to Paragraph S. above. the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case. the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the 'occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received: and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. 6. Subject to Paragraph S. above, the Damage To c. You and any other involved insured must: Premises Rented To You Limit is the most we will pay under Coverage A for damages because of (1) Immediately send us copies of any "premises damage" to any one premises. The demands, notices, summonses or legal Damage To Premises Rented To You Limit will be: papers received in connection with the claim or "suit"; CG T7 00 02 19 0 2017 The Travelers Indemnity Company. All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. The following provisions apply to Paragraph a. above, but only for purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II —Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company), any of your trustees who is an individual (if you are a trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (1) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (iii) An executive officer or director of any other organization; or (iv) A trustee of any trust: that is your partner, joint venture member, manager or trustee; or (b) Any employee authorized by such partnership, joint venture, limited liability company, trust or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's legal representative. Page 14 of 21 m 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 0219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 4. Other Insurance If valid and collectible other insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as described in Paragraphs a. and b. below. As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (i) Another insurance company; (ii) Us or any of our aff[Gated insurance companies, except when the Non cumulation of Each Occurrence Limit provision of Paragraph S. of Section III — Limits Of Insurance or the Non cumulation of Personal and Advertising Injury Limit provision of Paragraph 4. of Section Ile — Limits of Insurance applies because the Amendment — Non Cumulation Of Each Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; (iii) Any risk retention group; or (iv) Any self-insurance method or program, in which case the insured will be deemed to be the provider of other insurance. Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. As used anywhere in this Coverage Part, other insurer means a provider of other insurance. As used in Paragraph c. below, insurer means a provider of insurance. a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance .is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below, except when Paragraph d. below applies. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; COMMERCIAL GENERAL LIABILITY (ii) That is insurance for "premises damage"; (iii) If the loss arises out of the maintenance or use of aircraft. "autos" or watercraft to the extent not subject to any exclusion in this Coverage Part that applies to aircraft, "autos" or watercraft; (iv) That is insurance available to a premises owner, manager or lessor that qualifies as an insured under Paragraph 4. of Section 11— Who Is An Insured, except when Paragraph d. below applies; or (v) That is insurance available to an equipment lessor that qualifies as an insured under Paragraph S. of Section II — Who Is An Insured, except when Paragraph d. below applies. (b) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. CG T1 00 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance ff Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured. and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 0219 Includes copyrighted material of Insurance Services Office, Inc. with its permission, 2. "Advertising injury": a. Means injury caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's- name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light; or (3)` Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or- organization that claims ownership of such copyright, "title" or "slogan". b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 3. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 4. 'Bodily injury" means: a. Physical harm, including sickness or disease, sustained by a person; or b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. S. "Broadcasting" means transmitting any audio or visual material for any purpose: a. By radio or television; or COMMERCIAL GENERAL LIABILITY b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment, educational, instructional, music or news programming being transmitted; or (3) Advertising transmitted with any of such programming. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of. (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits in the territory described in Paragraph a. above, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker'. 9. "Executive officer' means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. CG T1 00 0219 ® 2017 The Travelers Indemnity Company. Ali rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 11. "Hostile fire" means a fire which becomes uncontrollable or breaks out from where it was intended to be. 12. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 13. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage" or "personal injury" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications: or (b) Giving directions or instructions, or failing to give them, if ,that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor,, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (2) above and supervisory, inspection, architectural or engineering activities. 14. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to, perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 15. "Loading or unloading" means the handling of property: ai After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto'; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 16. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; Page 18 of 21 0 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 14 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY d. Vehicles, whether self-propelled or not, b. An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan permanently mounted: services" to a person, unless you are in the (1) Power cranes, shovels, loaders, diggers or business or occupation of providing drills; or professional health care services. (2) Road construction or equipment such as graders, rollers; resurfacing 18. "Personal and advertising injury" means "personal scrapers or injury" or "advertising injury". e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". 19. "Personal injury": a. Means injury, other than "advertising injury", caused by one or more of the following offenses: (1) False arrest, detention or imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or (5) Oral or written publication, including publication by electronic means, of material that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 17. "Occurrence" means: 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, a. An accident, including continuous or repeated vapor, soot, fumes, acids, alkalis, chemicals and exposure to substantially the same general waste. Waste includes materials to be recycled, harmful conditions; or reconditioned or reclaimed. CG T1 00 0219 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: contract calls for work at more than a. With respect to the first p paragraph of the one job site. exceptions in Exclusion j. of Section I — (c) When that part of the work done at a Coverage A — Bodily Injury And Property job site has been put to its intended Damage Liability, "property damage" to any use by any person or organization other premises while rented to you for a period of than another contractor or seven or fewer consecutive days, including the subcontractor working on the same contents of such premises; or project. b. With respect to the exception to Exclusions c. Work that may need service, maintenance, through n. in the last paragraph of Paragraph 2. correction, repair or replacement, but which of Section I — Coverage A — Bodily Injury And is otherwise complete, will be treated as Property Damage Liability, "property damage" to completed. any premises while rented to you for a period of b. Does not include "bodily injury" or "property more than seven consecutive days, or white damage" arising out of: temporarily occupied by you with permission of the owner, caused by: (1) The transportation of property, unless the injury or damage arises out of a condition in (1.) Fire; or on a vehicle not owned or operated by (2) Explosion, you, and that condition was created by the (3) Lightning; "loading or unloading" of that vehicle by any insured; (4) Smoke resulting from fire, explosion or (2) The existence of tools, uninstalled lightning; or equipment or abandoned or unused (S) Water. materials; or But "premises damage" under this Paragraph (3) Products or operations for which the b. does not include "property damage" to any classification, listed in the Declarations or premises caused by: in a policy Schedule. states that products - completed operations are subject to the (1) Rupture, bursting, or operation of pressure relief devices; General Aggregate Limit. (2) Rupture or bursting due to expansion or swelling of the contents of any building or structure caused by or resulting from water; or (3) Explosion of steam boilers, steam pipes, steam engines or steam turbines. 22. "Products -completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your 23. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 24. "Slogan": a. Means a phrase that others use for the purpose of attracting attention in their advertising. b. Does not include a phrase used as, or in, the name of: (1) Any person or organization, other than you; or (2) Any business, or any of the premises, goods, products, services or work, of any person or organization, other than you. Page 20 of 21 C 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 42 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 25. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 26. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 27. "Title" means a name of a literary or artistic work. 28. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 29. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 30. "Your product': a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: COMMERCIAL GENERAL LIABILITY (a) You; (b) Others 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. 31. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work": and (2) The providing of or failure to provide warnings or instructions. CG T1'00 0219 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL. LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non -Owned Watercraft — 75 Feet Long Or Less B. Who Is An Insured — Unnamed Subsidiaries C. Who is An Insured — Employees — Supervisory Positions D. Who Is An Insured — Newly Acquired Or Formed Limited Liability Companies E. Who Is An Insured — Liability For Conduct Of Unnamed Partnerships Or Joint Ventures F. Blanket Additional Insured — Persons Or Organizations For Your Ongoing Operations As Required By Written Contract Or Agreement G. Blanket Additional insured Broad Form Vendors H. Blanket Additional Insured — Controlling Interest PROVISIONS 1. Blanket Additional Insured — Mortgagees, Assignees, Successors Or Receivers J. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Premises K. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Operations L.. Medical Payments — Increased Limit M. Blanket Waiver Of Subrogation N. Contractual Liability —Railroads O. Damage To Premises Rented To You A. NON -OWNED WATER CRAFT — 75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft. Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A — BODILY B. INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e. of SECTION 11— WHO IS AN INSURED: is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or property for a charge. WHO IS AN INSURED — UNNAMED SUBSIDIARIES The following is added to SECTION it — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named insured if. a. You are the sole owner of, or maintain an ownership interest of more than 50% in. such subsidiary on the first day of the policy period; and e. Any person or organization that. with your express or implied consent, either uses or b. Such subsidiary is not an insured under similar other insurance. CG D417 02 19 O 2017 The Travelers Indemnity Company. All rights reserved. Pagel of 5 Includes copyrighted material of lnsuranoe Services Office. Inc. with its permission. COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section 11 — Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO iS AN INSURED — EMPLOYEES — SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTIO N 11— WHO IS AN INSURED: Paragraphs (1)(a). (b) and (c) above do not apply to "bodily injury" to a co -"employee" while in the course of the co "employee's" employment by you arising out of work by any of your "employees" who hold a supervisory position. D. WHO IS AN INSURED — NEWLY ACQUIRED OR FOR MED LIMITED LAISILITY COMPANIES The following replaces Paragraph 3, of SECTION II — WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner.or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or organization in writing to us within 180 days after you acquire or form it: b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization: and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section If — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company: b. An organization, other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. E. WHO IS AN INSURED — LAIBILTY FOR CONDUCT OF UNNAMED PARTNERSHIP SO R JOINT VENTURES The following replaces the last paragraph of SECTION 11— WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an insured under Section II — Who Is An Insured. F. BLANKET ADDITIONAL INSURED)— PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and (2) Until the end of the policy period, b. Is caused, in whole or in part, by your acts or when that date is later than 180 days omissions in the performance of your ongoing after you acquire or form such operations to which that contract or organization, if you report such Page 2 of 5 0 2017 The Travelers Indemnity Company. AN rights reserved. CG D417 0219 Includes copyrighted material of Insurance Semices Office. Inc. with its permission. agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations. whichever are less. G. BLANKET ADDITIONAL, INSURED — BROAD FORM VENDORS The following is added to SECTION 11— WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Arises out of "your products" that are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you, (2) Any change in "your products" made by such vendor; COMMERCIAL GENERAL LIABILITY performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" that, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. H. BLANKET ADDITIONAL INSURED — CONTROLLING INTEREST I. The following is added to SECTION 11— WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of. (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and 1. then repackaged in the original container, (4) Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products": (S) Demonstration. installation, servicing or repair operations, except such operations a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4, of SECTION If —WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION 11 — WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its CG D417 0219 O 2017 The Travelers Indemnity Company. AU rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and K. b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement. or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations. new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. J. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION 11— WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance. law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury". "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPER- ATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law. building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury". "property damage" or "personal and advertising injury' arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury". 'property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products -completed operations hazard". L. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph S. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury' sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. M. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we Page 4 of 5 0 2017 The Travelers Indemnity Company. Ali rights reserved. CG D417 02 19 Includes copyrighted material of Insurance Services Office. Inc. with its permission waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or 'property damage" that occurs; or b, "Personal and advertising injury" caused by an offense that is committed: subsequent to the execution of the contract or agreement. N. CONTRACTUAL LIABILITY — RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; COMMERCIAL GENERAL LIABILITY 2. Paragraph f.(1) of the definition of "insured contract` in the DEFINITIONS Section is deleted. O. DAMAGE TO PREMISES RENTED TO YOU The following replaces the definition of 'premises damage" in the DEFINITIONS Section: "Premises damage" means "property damage" to: a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. CG D417 0219 O 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Ino with its permission. MI -ma THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEC ZX9262 Endorsement Number: Effective Date: 06/23/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 4025 E LA PALMA AVE STE 201 ANAHEIM CA 92807 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 05/14/21 Policy Expiration Date: 06/23/22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 72 WEC ZX9262 Endorsement Number: Effective Date: 06/23/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 4025 E LA PALMA AVE STE 201 ANAHEIM CA 92807 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form WC 99 03 94 Printed in U.S.A. Process Date: 05/14/21 Policy Expiration Date: 06/23/22 © 2011, The Hartford