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WORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE:
AVOLVE SALES ORDER
ProjectDox PaperlessNOW/ Subscription Licensee
After signing this Avolve Software Order From ('Software Sales Order'), please either mail or fax to
Avolve Software Corporation, 4835 E Cactus Road, Suite 420, Scottsdale, Arizona 85254, or e-mail
scanned image to pgosselin@avolvesoftware.com
Order Date:
CUSTOMER INFORMATION
Customer Name:
Customer Mailing 20 Civic Center Plaza, M-19
Address:
City: Santa Ana State: CA Zip: 92701
CUSTOMER CONTACTS
PRIMARY SECONDARY
Name: Jason Kwak Name:
Phone: (714)647-5866 Phone:
E-mail: jkwak@santa-ana.or¢ E-mail:
Licenses and Services
Fees*
ProjectDox Paperless NOW (6 Month Subscription) —the "Subscription Fees"
$28,062.50
Implementation Services
$15,075.00
Other Professional Services —Assurance Services*
$5,062.50
Total Fees:
$48,200.00
Total Fees Invoiced on Signing:
$43,137.50
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*See Pricing Proposal Quotations and/or relevant Schedules for details concerning fees.
- Pricing Proposal Quotation #18818897 detailing the pricing for the initial 6-month
PaperlessNOW subscription is attached hereto as Schedule C and incorporated herein by reference.
-Pricing Proposal Quotation #18818887 detailing the pricing for an optional 1-year
ProjectDox subscription is attached hereto as Schedule D and incorporated herein by reference.
Customer may exercise the 1-year optional ProjectDox subscription at any time during the term of
this Agreement by providing Avolve with a written notice to exercise the ProjectDox option executed
by the City Manager.
- Although SHI provided the Pricing Proposal Quotations, SHI is not a party to this Agreement.
- Fees do not include applicable sales, withholdings or value-added taxes. All fees are in
United States Dollars.
Authorized Business Unit(s): Santa Ana, CA
Initial Maintenance Term (if applicable): N/A
Initial Hosting services Term (if applicable): 6 Months, calculated from production server install date ("Go Live Date");
Customer has option to exercise 1-year ProjectDox subscription or 1-year PaperlessNOW extension at any time during
the term of this Agreement.
License Term (if applicable): 6-month Subscription commencing on "Go Live Date"; Customer has option to exercise 1-
year ProjectDox subscription or 1-year PaperlessNOW extension at any time during the term of this Agreement.
ProjectDox PaperlessNOW Project Definition: A ProjectDox PaperlessNOW Project is the mechanism to organize, track
and collaborate on an application's plan review using a permit number from the designated permitting system.
Project Tracking: Avolve and Santa Ana will track the number of projects towards their allocated allotment (300 for the
initial 6-month PaperlessNOW subscription. Should Customer exceed the allotted project total of 300 during the initial
six month term, Avolve will charge an additional $43/project through the six month term. Regarding the optional 1-
year PaperlessNOW additional 1-year extension, the Customer will have included in the initial fee an additional 465
projects. The Customer may also at any time purchase an additional option to increase the project limit to 800 projects
for the one year extension period. Projects are counted by the total number of Projects created during said
month. This process of Project creation is controlled by designated, authorized users at the jurisdiction.
Pro -Rated Credit: Customer shall have the ability to transition from PaperlessNOW to ProjectDox at any time during
the agreement. Avolve will provide the Customer a pro -rated credit of the Subscription Fees only by applying the
unused portion of the PaperlessNOW 6-month or annual Subscription Fee, toward the purchase of the ProjectDox SaaS
system. Should Customer elect to convert to ProjectDox, this credit will be the only credit issued. Customer is not
entitled to any refund or credit for the other fees paid hereunder.
Payment Method: EFT
"Go Live Date" is defined as the date that the Software is first made available by Avolve to the Customer to release and
use in a live, production mode.
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Schedules: The following Schedules are hereby incorporated by reference into this Software Sales Order.
Schedule A
General Terms and Conditions
Schedule B
Implementation SOW
Schedule C
Pricing Proposal Quotation #18818897 (Initial 6-month PaperlessNOW subscription)
Schedule D
Pricing Proposal Quotation #18818887 (Optional 1-year ProjectDox subscription)
Signature
IN WITNESS WHEREOF, the parties hereto, each by a duly authorized representative, have executed this Software Sales
Order as of the Order Date first set forth above:
Santa Ana, CA
Avolve Software Corporation
Signature: See signature page - Page 13a
Signature:
L S
C
Printed:
Printed:
Jay S Mayne
Title:
Title:
CFO
Date:
Date:
5/12/2020
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AVOLVE SOFTWARE CORPORATION
Software as a Services Agreement
This agreement ("AgreemenY') is made this ("Effective Date") by and between Avolve
Software Corporation, a Delaware corporation with offices at 4835 E. Cactus Road, Suite 420, Scottsdale, Arizona 85254,
United States of America, ("Avolve" or "Services Provider') and the City of Santa Ana, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California ("Customer').
WHEREAS Avolve offers remotely hosted subscription, software -as -a -service access (on hardware owned or operated on
behalf of Avolve by a third party hosting service provider such as Microsoft Corporation) to Avolve's software
(collectively, such hosted electronic plan review and project information management, collaboration and review system,
including all software applications, application program interfaces, modules, databases, hardware, infrastructure,
documentation and system administration, management and monitoring activities that Avolve provides for the software
shall be referred to herein as the "Avolve SAAS Solution");
WHEREAS Avolve provides professional services ("Professional Services") to assist customers with among other things
implementation of the Avolve SAAS Solution and training;
WHEREAS the Customer desires to purchase use rights for the Avolve SAAS Solution and related Professional Services
(the "Initial Purchase") from Avolve and, pay for such purchases either directly or pursuant to an agreement between
the Customer and a third party financing source reasonably acceptable to Avolve (the "Financing Compan );and
WHEREAS Avolve and Customer now desire to provide the terms and conditions under which Avolve will provide the
Initial Purchase to Customer, as well provide the terms and conditions for the Customer to purchase other Professional
Services from Avolve, with or without the assistance of Financing Company or another paying agent;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth herein, Avolve
and Customer agree as follows.
LUNA [11]0IeMN_\VIIlIIIIN*'LV_ S11911L1JI[01t
1. Avolve SAAS Solution.
Use Rights. Subject to Customer's compliance with all the terms and conditions of this Agreement,
Avolve grants to Customer a non-exclusive, non -transferable, non-sublicensable right during the
subscription term ("Subscription Term") identified in the Implementation SOW (attached hereto as
Exhibit 2) to permit Users to use the Avolve SAAS Solution identified in the Implementation SOW for
Customer's internal business operations, solely for the specific Business Unit(s) as further set forth in
the Implementation SOW. Should Customer desire to reorganize any such Business Unit, it shall
provide Avolve written notice as soon as possible following the determination of reorganization, so
that Avolve may review the planned reorganization to determine if it is consistent with the Business
Unit limitation in this use rights grant and, if not, what additional fees will be required due to
Customers reorganization to include additional Business Units. As used in this Agreement, "User
means authorized Customer employees and third parties that require access to the Avolve SAAS
Solution in connection with the Customer's internal business operations, such as the Customers
administrators, contractors, reviewers, and applicants. There may be different types/levels of Users
for the Avolve SAAS Solution, such as administrator Users, if so identified in the Implementation SOW.
b. Server Resources. The Avolve SAAS Solution will include for the initial Subscription Term the Server
Resources set forth in the Implementation SOW if applicable, or in the Server Resource document.
Customer acknowledges that should Customer exceed the included Server Resources after Avolve has
sent at least 30 day prior notice to Customer, additional charges will be incurred by Customer. Avolve
shall invoice Customer for any such additional incurred charges, and Customer shall pay such invoices,
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in accordance with Section C of this Agreement. Avolve may, in its sole discretion, modify the Server
Resources included at no additional charge with the Avolve SAAS Solution, with such modification to
become effective upon the effective date of any renewal term provided that Avolve provides Customer
written notice of such modification at least ninety days in advance of the expiration of the then -current
Subscription Term.
C. Restrictions on Use. Customer will not, and will ensure that its Users do not: (i) except as expressly
stated herein, copy, reproduce, distribute, republish, download, display, host or transmit in any form
or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other
means, any part of Avolve SAAS Solution or any other Avolve materials; (ii) use the Avolve SAAS Solution
or any other Avolve materials to provide services to third parties (e.g., business process outsourcing,
service bureau applications or third party training); (ii) assign, sublicense, sell, lease, loan, resell,
sublicense or otherwise distribute or transfer or convey the Avolve SAAS Solution or any other Avolve
materials, or pledge as security or otherwise encumber Customer's rights under this Agreement; (iii)
make any use of or perform any acts with respect to the Avolve SAAS Solution or any other Avolve
materials other than as expressly permitted in accordance with the terms of this Agreement; or (iv) use
the Avolve SAAS Solution components other than those specifically identified in the Implementation
SOW and then only as part of Avolve SAAS Solution as a whole, even if it is also technically possible for
Customer to access other Avolve SAAS Solution components; or (v) modify, further develop or create
any derivative works of, disassemble, decompile, reverse engineer or otherwise attempt to obtain or
perceive the source code from which any part of Avolve SAAS Solution is compiled or interpreted, or
access or use Avolve SAAS Solution in order to build a similar or competitive product or service; (vi)
allow use of the Avolve SAAS Solution or any other Avolve materials by anyone other than authorized
Users; (vii) publish any results of benchmark tests run on Avolve SAAS Solution; (viii) unless otherwise
expressly authorized in writing by Avolve, use the Avolve SAAS Solution in connection with anysoftware
product or tools, or any other software as a service not provided by Avolve; and (ix) input, upload,
transmit or otherwise provide to or through Avolve SAAS Solution or any systems used by Avolve
anything that is unlawful, injurious, or contains, transmits or activates any harmful code. Customer
acknowledges that nothing herein will be construed to grant Customer any right to obtain or use the
source code from which Avolve SAAS Solution is delivered. Customer shall not tamper with or attempt
to disable any security device or protection used by Avolve SAAS Solution or any other Avolve materials,
nor shall Customer damage, destroy, disrupt or otherwise impede or harm in any manner the Avolve
SAAS Solution or any systems used by Avolve. Customer agrees to take all commercially reasonable
steps to ensure that Users abide by the terms of this Agreement.
d. High -Risk Activities. The Avolve SAAS Solution is not fault -tolerant and is not designed, manufactured,
or intended for use or resale as online control equipment in hazardous environments requiring fail-safe
performance, such as in the operation of nuclear facilities, aircraft navigation or communication
systems, air traffic control, direct life support machines or weapons systems, in which the failure of the
Avolve SAAS Solution or derived binaries could lead directly to death, personal injury, or severe physical
or environmental damage. The Avolve SAAS Solution is also not designed or intended for use with
Federal Tax Information (FTI) as defined in the Internal Revenue Service Publication 1075 (IRS 1075) or
criminal justice information (" CII"), such as fingerprint records and criminal histories. Customer shall
not use the Avolve SAAS Solution for any of these high -risk activities, including without limitation
transmitting, storing or otherwise processing any FTI or CII with the Avolve SAAS Solution.
e. Proiect Administrator. Customer agrees, if not already designed in the Implementation SOW, to
promptly designate in writing one person to be the Customer's point person responsible for all
communications with Avolve (the Customer's "Proiect Administrator'). The Project Administrator is
responsible for project administration duties as documented in the Avolve systems guides, statements
of work, and documentation (collectively, the "Documentation"), as provided for time to time by
Avolve to Customer.
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Customer Connection. During the Term, the Customer is responsible for obtaining and maintaining
connection to the Avolve SAAS Solution, including the Internet connection. Avolve shall not be
responsible for any inadequacy or lack of functionality of Customer's connection to the Avolve SAAS
Solution or the inability of the Customer's computer, telecommunications provider, or other
equipment and capabilities to access or use the Avolve SAAS Solution.
g. Third Party Service Providers and Components. Notwithstanding anything to the contrary in this
Agreement or any other documents between Avolve and Customer, Customer acknowledges and
agrees as follows.
1. The Avolve SAAS Solution and its component parts are protected by copyright and
other propriety rights of Avolve and one or more third party software vendors
(including Oracle and Open Text Corporation ("OTC') (all such third party vendors,
including without limitation Oracle and OTC, shall be referred to herein as "third
party vendors' or "third party software vendors"). Customer may be held directly
responsible by such third party vendors for acts relating to the Avolve SAAS Solution
component parts that are not authorized by this Agreement. Customer's use of such
third party software is limited to only in conjunction with Avolve SAAS Solution and
Customer acknowledges that it is not allowed to modify such third party software or
use it independent from Avolve SAAS Solution. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE CUSTOMER WAIVES, AND WILL CAUSE ITS USERS TO WAIVE,
ALL CLAIMS AND CAUSES OF ACTION AGAINST SUCH THIRD PARTY SOFTWARE
VENDORS THAT ARISE UNDER THIS AGREEMENT.
2. If Customer purchases from Avolve hosting of the Avolve SAAS Solution on the
Microsoft® Windows AzureTm platform, the terms and conditions for such cloud
services as such may be updated by Microsoft Corporation from time to time, are
found online on at https://docs.microsoft.com/en-us/partner-center/agreements.
Customer should review the documents available on this website carefully to be sure
that Customer reviews the appropriate customer agreement. If Customer has
purchased Microsoft Cloud for US Government, review the customer agreement for
Microsoft Cloud for US Government. If Customer is purchasing commercial access,
the customer agreement for commercial access for the United States applies. Upon
Customer's request, Avolve will provide Customer with assistance on finding and/or
a copy of the appropriate Microsoft customer agreement. Customer acknowledges
and agrees THAT (A) THE HOSTED SERVICES WILL BE PERFORMED SOLELY AND
EXCLUSIVELY SUBJECT TO THE APPLICABLE MICROSOFT CORPORATION'S CUSTOMER
AGREEMENT (the "Microsoft Customer Agreement) , (B) THAT AVOLVE DOES NOT
GUARANTY MICROSOFT CORPORATION'S OBLIGATIONS PURSUANT TO THE
MICROSOFT CUSTOMER AGREEMENT, AND (C) NOR CAN AVOLVE GRANT ANY
WARRANTIES OR ADDITIONAL TERMS TO THE CUSTOMER AS TO THE HOSTED
SERVICES UNDER THIS AGREEMENT. THE HOSTED SERVICES ARE SOLELY GOVERNED
BY THE MICROSOFT CUSTOMER AGREEMENT, TO WHICH AVOVLE IS NOT A PARTY.
Microsoft Corporation makes certain service level commitments to its customers,
which are available online in the Microsoft Corporation's SLAB at
https://azure.microsoft.com/en-us/supportAegal/sla/summary/. If Customer
desires to make a claim under the Microsoft Corporation SLAB, Customer shall submit
the claim through Avolve. Avolve will escalate the claim to Microsoft Corporation for
review. If Microsoft Corporation determines that a credit is due, Avolve will credit
Customer the amount Microsoft Corporation has paid to Avolve for the SLA credit
promptly after receiving the credit from Microsoft Corporation.
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h. Compatibility Updates. Avolve will make commercially reasonable efforts to update the Avolve SAAS
Solution, if and as required, to cause it to operate under new versions or releases of current operating
systems and internet browsers.
Passwords, Access. Customer may designate and add Users and shall provide and assign unique
passwords and user names to each authorized User pursuant to Avolve's then -current protocols. At
Avolve's discretion, Users may be added either by Avolve or directly by Customer. Customer shall
ensure that multiple Users do not share a password or user name. Customer further acknowledges
and agrees that it is prohibited from sharing passwords and/or user names with unauthorized users.
Customer will be responsible for the confidentiality and use of its Users passwords and user names.
Avolve will act as though any electronic communications it receives under such passwords, user names,
and/or account numbers have been sent by Customer. Customer agrees to immediately notify Avolve
if it becomes aware of any loss or theft or unauthorized use of any of passwords, user names, and/or
account numbers. Customer agrees not to access Avolve Cloud by any means other than through the
interfaces that are provided by Avolve.
Transmission Of Data. Customer understands that the technical processing and transmission of
Customer Data is necessary to use of the Avolve SAAS Solution, and consent to Avolve's interception
and storage of Customer Data. Customer understands that its Users or Avolve may be transmitting
Customer Data over the Internet, and over various networks, only part of which may be owned by
Avolve. Avolve is not responsible for any portions of Customer Data that are lost, altered, intercepted
or stored without authorization during the transmission of Customer Data across networks not owned
by Avolve.
Customer Responsibilities. Customer will (a) be responsible for Customer's Users' (for pursposes of
this section, "Customer's Users" shall be defined as City of Santa Ana staff and contractors/consultants)
compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Customer
Data and the means by which it acquired Customer Data, (c) be responsible for cooperating and
assisting Avolve as reasonably requested by Avolve to facilitate performance of its obligations and
exercising of its rights under this Agreement, (d) use the Avolve SAASSolution and any other materials
provided by Avolve only in accordance with the Documentation and applicable laws and government
regulations, including complying with all applicable legal requirements regarding privacy and data
protection so as to not violate the intellectual property, privacy or any other rights of any third parties,
and (e) use commercially reasonable efforts to prevent any security breach, including any unauthorized
access to or use of the Avolve SAAS Solution. Should Customer become aware of any actual or threated
security breach, Customer shall promptly notify Avolve and take all reasonable and lawful measures
within its control that are necessary to stop the activity or threatened activity and to mitigate its effects
(including, where applicable, by discontinuing and preventing any unauthorized access to the Avolve
SAAS Solution). Customer shall provide sufficient notice to, and obtain sufficient consent from, its
Users and any other party providing personal data to Avolve and its suppliers (including the Microsoft
Corporation) to permit the processing of data by Avolve and its supplier, and their respective affiliates,
subsidiaries, and service providers solely to the extent such processing of data is expressly allowed for
under this Agreement, including for the purpose of disclosing it to law enforcement or other
governmental authorities as directed by Avolve solely to the extent Avolve is required to do so by law,
or otherwise mutually agreed to in writing by the parties.
Data Backup. The Avolve SAAS Solution uses backup and disaster recovery within industry RTO and
RPO standards, and is programmed to perform data backupsof Customer Data stored within the Avolve
SAAS Solution in accordance with Avolve's then -current Server Resources and data backup practices
(available upon request). Additional data backups may be purchased for an additional fee from Avolve
and such additional data backup services shall be documented in an SOW pursuant to Section B of this
Agreement. In the event of any loss, destruction, damage or corruption of Customer Data caused by
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Avolve or the Avolve SAAS Solution, Avolve, as its sole obligation and liability and as Customer's sole
remedy, will use commercially reasonable efforts to restore Customer Data from Avolve's most current
backup of Customer Data.
M. Ownership. Customer acknowledges and agrees that Avolve owns all right, title, and interest in and to
all intellectual property rights (including all derivatives or improvements thereof) in the Avolve SAAS
Solution and any suggestions, enhancements requests, feedback, recommendations or other
information provided by Customer or any of its Users related to the Avolve SAAS Solution. Customer's
use rights to the Avolve SAAS Solution and the related materials supplied by Avolve pursuant to this
Agreement are strictly limited to the right to use the proprietary rights in accordance with the terms of
this Agreement. No right of ownership, expressed or implied, is granted under this Agreement.
2. Security. The security, privacy and data protection commitments set forth in this Agreement only apply to
products and services provided by Avolve directly to Customer and do not include any products or services
resold by Avolve hereunder, including any hosting services provided by Microsoft Corporation pursuant to the
Customer's Microsoft Customer Agreement.
a. Security Program. Avolve has implemented and maintains an information security program that
incorporates administrative, technical, and physical safeguards designed to protect the security,
confidentiality, and integrity of the Customer Data provided by Customer and its Users to Avolve in
accordance with this Agreement.
b. Annual Audit. Avolve will use commercially reasonable efforts to conduct an annual security audit of
Avolve using an independent third party selected by Avolve. Upon the Customer's written request, a
copy of the final report from any such audit shall be promptly made available to the Customer for
inspection (but not copying). The Customer agrees that any such reports or other information provided
to Customer concerning any audit shall be the Confidential Information of Avolve.
C. Security Breach. Avolve will notify Customer promptly and in no event later than one (1) business day
following Avolve's discovery of a Data Security Breach (defined below) and shall (i) undertake a
reasonable investigation of the reasons for and the circumstances surrounding such Data Security
Breach and (ii) reasonably cooperate with Customer in connection with such investigation, including
by providing Customer with an initial summary of the results of Avolve's investigation as soon as
possible, but in all cases within two (2) business days after the date Avolve discovered or reasonably
suspected a Data Security Breach, and then regular updates on the investigation as it progresses; (iii)
not make any public announcements relating to such Data Security Breach without Customer's prior
written approval, which shall not be unreasonably withheld; (iv) use commercially reasonable efforts
to take all necessary and appropriate corrective action reasonably possible on Avolve's part designed
to prevent a recurrence of such Data Security Breach; and (v) collect and preserve evidence concerning
the discovery, cause, vulnerability, remedial actions and impact related to such Data Security Breach,
which shall meet reasonable expectations of forensic admissibility. In the event any Data Security
Breach is caused by Avolve, Customer shall have, in addition to all other rights and remedies available
under this Agreement, law and equity, the right to immediately terminate the Agreement. For
purposes of this Agreement, the term "Data Security Breach" shall mean any of the following occurring
in connection with Customer Data in connection with Customer's and its Users' authorized use of the
Avolve SAAS Solution: (a) the loss or misuse of Customer Data; and (b) disclosure to, or acquisition,
access or use by, any person not authorized to receive Customer Data, other than in circumstances in
which the disclosure, acquisition, access or use is made in good faith and within the course and scope
of the employment with Avolve or other professional relationship with Avolve and does not result in
any further unauthorized disclosure, acquisition, access or use of Customer Data.
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d. Signatures. The parties shall use electronic signatures for all agreements unless otherwise prohibited
by law. Prior to any public disclosure of any document containing a signature, the signature shall be
redacted by the disclosing party in a manner which renders it illegible and unable to be copied.
3. Suspension Right. Avolve reserves the right to include disabling devices in the service and software provided
under this Agreement and to use such disabling devices to suspend access and/or use when any payment is
overdue or when Avolve believes that Users are using the Avolve SAAS Solution and/or any other materials or
services provided by Avolve hereunder not in accordance with the Documentation, this Agreement and/or
applicable laws and government regulations. In addition, if Customer is using Microsoft Corporation for hosting
services, Microsoft Corporation may terminate or suspend Customer's hosting services in accordance with the
Customer's Microsoft Customer Agreement and, should this happen, Customer will not be able to access the
Avolve SAAS Solution. Customer agrees that Avolve shall not be liable to Customer, Users or to any third party
for any suspension or inability to access the Avolve SAAS Solution pursuant to this Section A(3). If suspended
for failure to pay, upon payment in full of all amounts overdue (including any interest owed), Customer may
request the reactivation of its account. Avolve shall reactivate promptly after receiving in advance all applicable
reactivation fees, provided that Avolve has not already terminated this Agreement.
4. Ownership and Disposition of Customer Owned Data Hosting Location. "Customer Data" refers to the data
provided by the Customer that resides in the Customer's Avolve SAAS Solution environment, including any plan
review, project drawings and associated project documents. Customer shall own all Customer Data that may
reside within Contractors hosting environment, to include Disaster recovery site, equipment and media.
Contractor is granted no rights hereunder to use the Customer Data except to the extent necessary to fulfill its
obligations to Customer under this Agreement. Unless approved in writing by Customer, Avolve shall host the
Avolve SAAS Solution provided to Customer hereunder from a data center located within the United States.
Upon termination or expiration of Customer's right to use the Avolve SAAS Solution for any reason other than
Customer's uncured material breach, for the first thirty (30) calendar days following termination or expiration,
Customer may request in writing that Avolve provide a copy of Customer's then -current Customer Data and, for
no additional cost, Avolve shall provide a copy in a mutually agreed upon format on media supplied by the
Customer. If the parties are unable to mutually agree upon the format or the media supplied by Customer is
not acceptable to Avolve; Avolve will use commercially reasonable efforts to -still provide a copy of the Customer
Data but Avolve may charge a reasonable professional services fee for increased costs incurred. After this time
period has expired, Avolve has no further obligation to retain the Customer Data and shall use commercially
reasonable efforts to promptly delete all Customer Data from the Avolve SAAS Solution.
5. Verification. Avolve shall be permitted to audit (at least once annually and in accordance with Avolve standard
procedures, which may include on -site and/or remote audit) the usage of the Avolve SAAS Solution and any
other materials provided by Avolve to Customer. Customer shall cooperate reasonably in the conduct of such
audits. In the event an audit reveals that (i) Customer underpaid fees to Avolve and/or (ii) that Customer has
used in excess of the use rights granted herein, Customer shall pay such underpaid fees for such excess usage.
Avolve reserves all rights at law and equity with respect to both Customer's underpayment of fees and usage in
excess of the authorized quantities or levels.
SECTION B. — PROFESSIONAL SERVICES AND SOWS
1. Statements of Work. From time -to -time during the Term of this Agreement, the parties may enter into
statements -of -work (each being an "SOW") for Avolve SAAS Solution use rights (including additional storage)
and/or Professional Services on terms mutually agreed in writing between the parties in the SOW, including,
without limitation, scope of services, expected deliverables, milestone dates, acceptance procedures and
criteria, fees and other such matters. No SOW shall be binding until executed by both parties. Each SOW will
be incorporated into and subject to this Agreement. In the case of any conflict between the SOW and this
Agreement, this Agreement shall control unless the SOW specifically states otherwise.
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SECTION C. — GENERAL TERMS AND CONDITIONS
1. Fees.
Implementation SOW and Additional Storage Fees. The Implementation SOW includes the AvolveSAAS
Solution subscription and/or per use fees, as well as the training and implementation professional
services; which, unless set forth otherwise in the Implementation SOW, shall be invoiced by Avolve in
full, in advance on the Effective Date. Server Resource fees shall be as set forth document, a copy of
which is available from Avolve upon request. Only if approved in writing by the Customer prior to
incurring any additional fees, additional storage fees will be invoiced in accordance with the then -
current standard Server Resources and data backup practices document.
b. OtherSOWs. Any SOWs that Avolve and the Customer may execute from time to time during the Term
of this Agreement shall include within them the applicable fees, including whether the fees are being
paid by Customer through Financing Company, by Customer through another paying agent, or by
Customer directly to Avolve. Unless otherwise specified in the SOW, Professional Services fees will be
invoiced as the Professional Services are delivered, Avolve SAAS Solution subscription fees will be
invoiced in advance, in full at the time the SOW is executed.
General Terms. Unless set forth otherwise in an SOW, payment on all invoiced amounts shall be due
thirty (30) days from receipt of invoice, with past due amounts accruing interest atthe rate of the lesser
of either 18% per annum or the maximum amount as allowed by law.
Avolve will invoice for the Avolve SAAS Solution subscription fees in advance, with the first invoice being issued
on the Effective Date of this Agreement. The Customer agrees to pay all invoiced subscription fees net thirty
(30) days from receipt of invoice, with past due amounts accruing interest at the rate of the lesser of either 18%
per annum or the maximum amount as allowed by law. All fees are due in advance, irrevocable and non-
refundable (except as expressly set forth otherwise in this Agreement). Customer agrees to provide Avolve with
complete and accurate billing and contact information.
2. Taxes. Fees and other charges described in this Agreement do not include federal, state or local sales, foreign
withholding, use, property, excise, service, or similar transaction taxes ("Taxies)") now or hereafter levied, all of
which shall be for Customer's account. Any applicable direct pay permits or valid tax-exempt certificates must
be provided to Avolve prior to the execution of this Agreement. If Avolve is required to pay Taxes, Customer
shall reimburse Avolve for such amounts.
3. Term. Except if terminated earlier in accordance with this Section C(3), this Agreement shall commence on the
Effective Date and shall continue for the longer of either (a) the expiration of the Subscription Term for the
Avolve SAAS Solution or (b) the completion of all Professional Services under all SOWS. Customer may exercise
the 1-year optional ProjectDox subscription pursuant to the terms of Pricing Proposal Quotation #18818887
attached herewith as Schedule D and incorporated herein by reference, or the 1-year PaperlessNOW extension
pursuant to the terms of the PaperlessNOW Form of Implementation SOW included herewith, at any time during
the term of this Agreement by providing Avolve with a written notice to exercise the ProjectDox option or
PaperlessNOW extension executed by the City Manager. Customer acknowledges that it is its responsibility to
provide a current email address to Avolve and to monitor such address for such notices. Customer may elect
not to renew a Subscription Term by letting the Term expire without written approval of an extension of the
Term.
4. Termination. In addition to any termination rights that may be set forth in a specific SOW, either party may
terminate this Agreement immediately upon written notice in the event that the other party materially breaches
this Agreement and thereafter has failed to cure such material breach (or commenced diligent efforts to cure
such breach that are reasonably acceptable to the terminating party) within thirty (30) days after receiving
written notice thereof. Without prejudice to either party's rights to terminate set forth in the prior sentence, if
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Customer has purchased from Avolve hosting of the Avolve SAAS Solution on the Microsoft® Windows AzureTM
platform, and Microsoft Corporation terminates the Customer's Microsoft Customer Agreement during a
Subscription Term, Avolve and Customer shall act in good faith to determine a mutually acceptable replacement
provider promptly upon receiving notice of Microsoft Corporation's intent to terminate the Customer's
Microsoft Customer Agreement.
5. Force Maieure. Any delay or nonperformance of any provision of this Agreement (other than for the payment
of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party,
including but not limited to governmental acts and orders, civil unrest, war, disease, labor disputes, criminal
acts, fire, flood, or other similar conditions, shall not constitute a breach of this Agreement, and the time for
performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the
conditions preventing performance. The parties acknowledge execution of this agreement during the "COVID-
19" pandemic shall not prevent either party from invoking its force majeure rights hereunder.
6. Confidentiality. Each party shall use commercially reasonable efforts to hold confidential information
("Confidential Information") of the other in confidence. All Confidential Information (including but not limited
to data) shall (i) remain the sole property of the disclosing party and (ii) be used by the receiving party only as
authorized herein. Information will not be considered to be Confidential Information if (i) available to the public
other than by a breach of this agreement; (ii) rightfully received from a third party not in breach of any obligation
of confidentiality, (iii) independently developed by or for a party without access to Confidential Information of
the other; (iv) lawfully known to the receiving party at the time of disclosure, (v) produced in compliance with
applicable law, including the California Public Records Act, securities reporting requirement or a government or
court order, provided the other party is given notice and an opportunity to intervene; or (vi) it does not
constitute a trade secret and more than three (3) years have elapsed from the date of disclosure. If Avolve
receives a request for Customer Data (either directly or as redirected to Avolve by the Microsoft Corporation),
then Avolve shall redirect the law enforcement agency to request that data directly from Customer. If com pelted
to disclose Customer Data to law enforcement, then Avolve shall promptly notify Customer and provide a copy
of the demand, unless legally prohibited from doing so. To the extent required by law, Customer shall notify
individual Users that their data may be processed for the purpose of disclosing it to law enforcement of other
governmental authorities as directed by Avolve, and shall obtain the User's consent to the same.
7. Indemnification; Limitation of Liability.
a. Indemnification. If a third party makes a claim against the Customer that any Customer's use of the
Avolve SAAS Solution in accordance with the terms of this Agreement infringes such third party's
intellectual property rights, Avolve, at its sole cost and expense, will defend Customer against the claim
and indemnify Customerfrom the damages, losses, liabilities, costs and expenses awarded bythe court
to the third party claiming infringement or the settlement agreed to by Avolve, provided that Customer:
(i) notifies Avolve promptly in writing of the claim; (ii) gives Avolve sole control of the defense and any
settlement negotiations; and (iii) gives Avolve reasonable assistance in the defense of such claim. If
Avolve believes or it is determined that the Avolve SAAS Solution has violated a third party's intellectual
property rights, Avolve may choose to either modify the Avolve SAAS Solution to be non -infringing or
obtain a license to allow for continued use, or if these alternatives are not commercially reasonable,
Avolve may terminate Customer's use rights and refund any unused, prepaid fees Customer may have
paid to Avolve. If Customer believes or it is determined that the Avolve SAAS Solution has violated a
third party's intellectual property rights, Customer may choose to immediately terminate this
Agreement and Avolve shall refund any unused, prepaid fees Customer may have paid to Avolve.
Avolve will not indemnify the Customer to the extent that the alleged infringement arises from (1) the
combination, operation, or use of the Avolve SAAS Solution with products, services, information,
materials, technologies, business methods or processes not furnished by Avolve; (2) modifications to
the Avolve SAAS Solution, which modifications are not made by Avolve; (3) failure to use updates to
the Avolve SAAS Solution provided by Avolve; or (4) use of Avolve SAAS Solution except in accordance
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with any applicable Documentation or specifications. This section provides THE SOLE, EXCLUSIVE, AND
ENTIRE LIABILITY OF AVOLVE AND ITS LICENSORS TO CUSTOMER, AND IS CUSTOMER'S SOLE REMEDY,
WITH RESPECTTO THE INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.
b. Limitation of Liability. In no event will Avolve be liable for special, indirect, incidental, consequential,
or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of
data, interruption of business activities, or failure to realize savings arising out of or in connection with
this agreement, including without limitation use of the Avolve SAAS Solution and the provision of the
Professional Services. Except for direct damages and expenses associated with Avolve's obligation to
indemnify Customer pursuant to Section C (7) (a), Avolve's aggregate, cumulative liability for damages
and expenses arising out of this Agreement, whether based on a theory of contract or tort, including
negligence and strict liability, will be limited to the amount of fees received by Avolve under this
Agreement (which fees may have been received by Avolve from Financing Company or directly from
Customer). Such fees reflect and are set in reliance upon this limitation of liability. The limited
remedies set forth in this Agreement shall apply notwithstanding the failure of their essential purpose.
8. Support: Warranties.
a. Support. During the Customer's Subscription Term, at no additional cost to the Customer, Avolve shall
provide the Avolve SAAS Solution in accordance with Avolve's Service Level Agreement (attached
hereto as Exhibit 1).
b. Warranties. Customer warrants and covenants that it owns or otherwise has and will have the
necessary rights and consents in and relating to the Customer Data so that, as received by Avolve and
processed in accordance with this Agreement, they do not and will not infringe, misappropriate or
otherwise violate any intellectual property rights, or any privacy or other rights of any third party or
violate any applicable laws or any government regulations, including but not limited to all foreign,
United States federal and United States state recording laws. If Customer is purchasing from Avolve
resold rights to Microsoft Cloud for US Government, Customer further warrants that it is one of the
following: (1) a bureau, office, agency, department or other entity of the United States Government;
(ii) any agency of a state or local government in the United States; (iii) any United States county,
borough, commonwealth, city, municipality, town, township, special purpose district, or other similar
type of governmental instrumentality established by the laws of Customer's state and located within
Customer's state jurisdiction and geographic boundaries; or (iv) a federally -recognized tribal entity
performing tribal governmental functions and eligible forfunding and services from the US Department
of Interior by virtue of its status as an Indian tribe.
Disclaimer. Avolve AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES
STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
TITLE, NON -INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO
WARRANTY IS GIVEN AS TO ACCURACY, ERROR -FREE OR UNINTERRUPTED SERVICE. CUSTOMER
ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES, ANY AVOLVE MATERIALS,
THE AVOLVE SAAS SOLUTION OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR
SUFFICIENT FOR ITS PURPOSES. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION
OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD -PARTY HOSTING PROVIDERS.
Avolve makes no warranties or conditions as to any services or products distributed under a third -party
name, copyright, trademark or trade name that may be offered with or incorporated with the Avolve
SAAS Solution or Professional Services provided by Avolve hereunder (such as the Microsoft hosting
services). To the maximum extent permitted by law, Avolve will have no liability in connection with
the third -party services or products.
9. Notices: Any notices being given by this Agreement shall be in writing and shall be effective if delivered
personally, sent by prepaid courier service, sent by prepaid mail, or sent by facsimile or electronic
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communication (confirmed on the same or following day by prepaid mail). All correspondence shall be
addressed to the parties as follows:
If to Avolve: If to Customer:
Mr. Jay Mayne Jason Kwak
CFO Building Official
Avolve Software Corporation Santa -Ana, CA
20 Civic Center Plaza M-10
Scottsdale, AZ 5285254 E. Cactus Suite 420 Santa -Ana, CA 92701
Scot
10. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Customer's
state of domicile. Venue shall be in Orange County, California.
11. Entire Agreement. This Agreement, together with any SOWS, constitutes the entire agreement and
understanding between the parties and supersedes any prior agreements, representation, or understandings,
whether oral or written, relating to the services provided hereunder.
12. Severability. Should any court of competent jurisdiction declare any term of this Agreement void or
unenforceable, such declaration shall have no effect on the remaining terms hereof.
13. Assignment. These services and any other information or rights provided by Avolve, may not be sold, leased,
assigned, sublicensed or otherwise transferred in whole or in part. Customer may not assign this Agreement or
the benefits there from in whole or in part without the prior written consent of Avolve, which consent shall not
be unreasonably withheld. Any assignment made in conflict with this provision shall be voidable at the option
of Avolve.
14. Independent Contractor. Avolve is an independent contractor and not an employee of the Customer. Any
personnel performing services under this Agreement on behalf of Avolve shall at all times be under Avolve's
exclusive direction and control. Avolve shall pay all wages, salaries, and other amounts due such personnel in
connection with their performance of services under this Agreement and as required by law. Avolve shall be
responsible for all reports and obligations respecting such additional personnel, including, but not limited to:
social security taxes, income tax withholding, unemployment insurance, and worker's compensation insurance.
15. Amendment. This Agreement may only be modified by written amendment signed by authorized
representatives of both parties.
16. Hierarchy. The following order of precedence shall be applied in the event of conflict or inconsistency between
provisions of the components of this Agreement: (i) this Agreement and (ii) the applicable Avolve Support SLA
or SOW. Notwithstanding the foregoing, if any part of the Avolve Support SLA or SOW expressly states that it
shall control over the Agreement, it shall so control.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
Avolve Software Corporation
By:
C �
Santa Ana, CA
By:
Name: Jay S Mayne
Name:
Title: CFO Title:
Date:
5/12/2020
Date:
See signature page below
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Signature Page - Avolve Sales Order and Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
RYAN H DGE
Assistant ity Attorney
CITY OF SANTA ANA
�—
TINE RIDG
City Manager
RECOMMENDED FOR APPROVAL:
A(✓G
J K CIULLA
C of Innovations Officer,
I formation Technology
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EXHIBIT 1— SERVICES SERVICE LEVEL AGREEMENT (SLA)
SUPPORT PROCESS AND SERVICE LEVEL AGREEMENT
Avolve's current support process and service level commitments ("Support") are defined below.
Support Portal. Avolve provides Support through its Support Portal(https://supoort.avolvesoftware.com). All issues
can be logged using the portal or through an on -call support number. Customer personnel receive Support Portal login
credentials promptly following purchase of rights to use the Avolve SAAS Solution. After a login is received, the Customer
may enter, track, update, and report on trouble ticket, as well as communicate with Avolve helpdesk staff via phone,
email, web meeting, and/or ticket notes. Help, FAQs, Documentation, and a Knowledge -base are also available at the
Avolve support portal.
Support Hours. 8 AM — 5 PM MST.
Planned Downtime. Avolve or its third -party agent may render the Avolve SAAS Solution unavailable in order to perform
upgrades, updated, patches, enhancements and routine maintenance activities, so long as the Avolve SAAS Solution is
only unavailable to Customer and its Customer Users outside of the hours of 8 AM through 5 PM Mountain Standard
Time on business days during the Subscription Term. Avolve shall provide no less than five (5) days advance notice to
Customer of any planned downtime. Customer acknowledges that in the case of emergencies, Avolve or its third -party
agents may render the Avolve SAAS Solution unavailable in order to address the emergency. In such situations, if
reasonably feasible, Avolve will provide notice to Customer in advance of renderingthe Avolve SAAS Solution unavailable
or, if not reasonably feasible, notice to Customer promptly following the rendering of the Avolve SAAS Solution
unavailable. Customer understands and agrees that Avolve shall not be liable for any such interruption in access to the
Avolve SAAS Solution for downtime occurring pursuant to this paragraph (collectively, referred to herein as "Planned
Downtime").
Problem Determination and Resolution. Avolve resources are allocated to resolve reported problems based on the
severity level as described in the following table. Avolve uses commercially reasonable efforts to provide a prompt
acknowledgement, acceptable resolution, workaround, or a plan for the provision of a resolution or acceptable
workaround in the timeframe set forth below:
Severity
Level Definition Response Time Resolution Commitment
The Level 1 Support Engineer will try to
resolve the issue within 15 — 30 minutes. If it
requires further investigation and longer
resolution time, it is escalated to the Level 2
'..,
or 3 Support Engineer during business ornon-
business hours. Status updates will be
An error that causes a
provided periodically, but no less than 4 hour
System
catastrophic failure 1 Hour
intervals, on System Down tickets 24x7 until
Down
substantially impacting
resolution.
Customer's business.
Infrastructure issues are often resolved
quickly by service or system restart. Any
potential system alerts will be promptly
addressed in an effort to avoid issues from
occurring.
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Severity Definition Response Time Resolution Commitment
Level
High
An error that causes Avolve
product to fail without
significant business impact.
Causes a substantial
reduction in performance.
24 Hours
The Level 1 Support Engineer will try to
resolve the issue within 15 —30 minutes. If it
requires further investigation and longer
resolution time, it is escalated to the Level 2
or 3 Support Engineer during business hours*.
Status updates will be provided periodically
on High Priority tickets during business
hours* until resolution. If a work -around is
provided, the original High Priority ticket will
be closed and a new ticket will be created to
track the progress for a permanent solution
to the issue.
Infrastructure issues are often resolved
quickly by service or system restart. Any
potential system alerts will be promptly
addressed in an effort to avoid issues from
occurring.
An error that causes only
Avolve and Customer will commit resources
Medium
I�, minor impact on use of the'. 72 Hours
during normal. business hours* for problem
product.
resolution.
A service requestfor a new
Avolve and Customer will commit resources
feature, additional
during normal business hours* for problem
Low
documentation, or an 5 Days
resolution. Enhancement requests will be
explanation of product
logged and sent to Avolve Development for
functionality.
review and possible incorporation into Avolve
products.
*Normal Business Hours: 8:00 a.m. through 5:00 p.m., Monday through Friday (excluding standard holidays), Mountain
Standard Time.
• Response Time. Once a problem has been reported, the Customer receives an acknowledgement by email,
phone or through the support portal. Avolve will begin the process of problem determination and
resolution at this point. The time the ticket is submitted and the response time will be logged to ensure
SLA is met.
• Status Updates. During the problem determination and resolution process, Customer may receive regular
communications, via email, phone or the support portal, as to the status of the problem determination and
resolution. All communications should be logged in Avolve's support system including date, time, and
contact name. This helps Avolve and the customer determine the status and duration of the issue reported.
• Resolution. In response to the problem reported, Customer will receive, as appropriate, one of the
following resolutions: an existing correction, a new correction, a viable workaround, or a plan on how the
problem will be addressed.
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• Severity Re-classification. If Customer determines that the severity of a previously reported issue should
be re-classified or escalated, it should contact Avolve Support with request.
Unsupported Issues. Avolve does not cover under Support, and the SLA does not include, the following conditions
(collectively, the "Unsupported Issues').
• Any Avolve SAAS Solution use not covered by an active support contract and/or not in compliance with a
valid agreement with Avolve. Authorized users of the Avolve SAAS Solution are entitled to Support as part
of their use fee.
• Any Avolve SAAS Solution that is altered or modified other than as approved in writing by Avolve.
• Software installed on any computer hardware/software configurations not supported by Avolve.
• Problems caused by misuse or misapplication of the Avolve SAAS Solution, including any anomalies and/or
failures in test or production operating environments that impact the Avolve SAAS Solution and are
determined to have their cause due to unwarranted Customer decisions, actions, system
configuration/modification, policies and/or procedures.
• Problems caused by Customer's custom application code authorized to be developed using Avolve APIs as
set forth in the documentation accompanying such API and the Customer's Agreement.
• Problems caused by updates or upgrades of 3rd party applications that are integrated with Avolve products
and/or services.
• Services required to implement any updates, upgrades or releases on Customer's network, as well as all
other operational support issues, are not included with Avolve Support. Such additional services may be
purchased for an additional fee.
• All Training programs, regardless of software version updates and/or upgrades.
• Operational Support including but not limited to; (a) Desktop Windows configuration issues; (b) VPN tunnel;
(c) Customer's Firewall configuration; (d) Customer's network performance; (e) End -User browser support;
(f) User -modified and new workflows or eForms.
• Any other reasons set forth in the Customer's Agreement, including without limitation any down -time due
to Microsoft Corporation.
Avolve, in its sole discretion, shall determine whether any of the foregoing exclusions are applicable to Customer. Any
services provided for exclusions shall be paid by Customer at Avolve's then -current rates, as well as all travel and other
expenses incurred by Avolve in providing such services.
Customer's Obligations for Operational Support. To facilitate clear and consistent communication and timely issue
resolution, Customer shall designate up to two contact persons for technical support processes. These individuals are
responsible for initiating support requests, communicating with Avolve technical support personnel, and monitoring the
support process with Avolve. Timely Customer response to Avolve requests for information during issue resolution is a
necessary pre -requisite to Avolve's providing Support. Avolve also requires remote access to the Customer system for
the purpose of problem determination and analysis. Where reasonably necessary to provide Support, Customer shall
provide Avolve's technical support personnel reasonable, remote access capabilities into Customer's systems. Upon
Avolve's request, Customer will also provide reasonable supporting data to aid in the identification and resolution of the
issue.
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Service Level Commitment
Avolve will use commercially reasonable efforts to make the Avolve SAAS Solution Available with an Annual Uptime
Percentage of at least 99.95%, excluding Planned Downtime. In the event that Avolve does not meet this uptime
commitment, Customer will be eligible to receive a service credit for 1% of the monthly fee for each one (1) hour of
downtime during Customer's normal business hours, up to 50` o of Customer's Pro -Rated Monthly Subscription Fee.
Definitions
• "Annual Uptime Percentage" is calculated by subtracting from 100%the percentage of 10-minute periods
during a calendar month in which the Avolve SAAS Solutions was Unavailable to Customer.
• "Availability' means the ability to log into the Avolve SAAS Solution.
• "Claim" means a claim for a service credit Customer submits by opening a support case with Avolve, on the
basis that the hosted Avolve SaaS Product infrastructure has been Unavailable to Customerduring a service
month.
• "Pro -Rated Monthly Subscription Fee" is calculated by dividing the Customer's applicable annual Avolve
SAAS Solution subscription fee by twelve.
• "Unavailability" means the inability to log into the Avolve SAAS Solution.
Service Credit Requests
To receive a service credit, Customer must notify Avolve and submit a Claim within thirty (30) days from the incident that
would be the basis for the claim. To be eligible, the Claim must include (a) the dates, times, description and duration of
each incident experienced; and (b) the Customer's event logs or any other system telemetry that document the errors
and corroborate the claimed Unavailability (any confidential or sensitive information should be removed). Failure to
provide a timely Claim, which includes all the required information, will disqualifythe Claim and Customer from receiving
a service credit. If Avolve validates the Claim, then Avolve will promptly issue the service credit.
Service Credit Provisions
Other than termination rights detailed in the terms of the Agreement, service credits are Customers sole and exclusive
remedy for any failure of Avolve to provide the Avolve SAAS Solution in accordance with the terms of the Agreement.
Service credits shall be a credit toward future services only and do not entitle Customer to any refund or other payment
from Avolve. Service credits may not be transferred, applied to another account, exchanged for, or converted to
monetary amounts.
The maximum service credits awarded with respect to Claims the Customer submits in any calendar month shall not,
under any circumstance, exceed in the aggregate 100% of the Customers Pro -Rated Monthly Subscription Fee for such
month. Avolve will use all information reasonably available to it to validate Claims and make a good faith judgment on
whether a service credit should be applied to the Claim.
SLA Exclusions
This SLA does not apply to any Availability or Unavailability of the Avolve SAAS Solution:
• During Planned Downtime
• Caused by Unsupported Issues
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• Caused by factors outside of Avolve's control, including any force majeure event or interruption or
impediment to Internet access or related problems
• That result from Customers equipment, software or other technology and/or third party equipment,
software or other technology, including any third party hosting providers
• That resulted from Planned Maintenance or associated to beta, evaluation, non -production systems, and
trial services accounts
• That result from any actions or inactions from Customer or any third party, including employees, Users,
agents, contractors, or vendors, or anyone gaining access to the hosted Avolve SaaS Product infrastructure
by means of Customer's (and its Users') passwords or equipment
• Arising from Avolve's suspension and termination of Customer's right to use the hosted infrastructure in
accordance with the Agreement; and
• Avolve, in its sole discretion, shall determine whether any of the foregoing exclusions are applicable to
Customer. Avolve may, but is not obligated to, issue a Service Credit in Avolve's sole discretion where
Customer's use of the Avolve SAAS Solution may be Unavailable due to factors other than expressly
provided here in this SLA
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EXHIBIT 2 — Form of Implementation SOW
PAPERLESS
Electronic Document Management & Collaboration Solution
Santa Ana, CA
Statement of Work
April 10, 2020
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This Statement of Work will focus on the setup of a single SaaS ProjectDox PaperlessNOW environment and the implementation of
the Building Best -in -Class workflow. The goal is to leverage built-in configuration and modifications features to meet a 4-week
implementation schedule providing the Customer the ability to accept plans and documents electronically and collaborate on those
documents with internal and external users.
SETUP WEEK 1
The Avolve Implementation Specialist will provide a project schedule defining the project start and end date for the project and work
with the customer to introduce and configure the Building Best In Class workflow based on the information provided by the customer
via the customer configuration worksheet. The Project start date of the project is the SaaS Term Renewal Date.
TRAINING WEEK 2
Avolve Education Specialists deliver a two-hour virtual instructor led course and a virtual training plan to the customer. Customer is
responsible for completion of the design training plan and completion of designed assessments intended to provide plan review staff
and management the knowledge to successfully complete, share and manage the electronic plan review process. Implementation
Specialists will complete configuration based on completed customer worksheet.
LAUNCH PREPARATION WEEK 3
Meet with Avolve Education and Implementation Specialists to prepare for the launch of the system. Avolve Education Specialists
will provide for two 2-hour virtual office hour sessions to review training information and ask training related questions.
Implementation Specialists will work with the Customer to review the configuration and assist in preparations for the launch including
delivery of quick reference guides for the applicant, reviewer and coordinators.
LAUNCH WEEK 4
The project launch date is the end date of the professional services engagement. The Avolve Implementation Specialist will schedule
a transition meeting between Avolve Support and customer, to occur within the week of project end date and a sign off acceptance
document will be provided for closure of the project.
ASSURANCE SERVICES
The Assurance Services fund may be leveraged at any time during or post project completion to cover additional requirements, newly
identified out of scope requirements, training, and/or limited configuration not included in this statement or work. The funds may also
be used to extend the post go-livellaunch care to keep the Implementation Specialist/Education Specialist team engaged to assist
with change management and user adoption assistance. Assurance services hours are billed on a quarter-hour basis at a rate of
$225.00 an hour. The use of hours requires a change order or an assurance services agreement that defines the work and has
signatures of agreement for use.
1. This Project was scoped based upon purchase of the PaperlessNow program to include 1 Best in Class Building workflow,
understanding that the site will be hosted by Avolve Software and configured per established settings in the customer
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configuration worksheet and based on a defined project start date and end date for the implementation engagement. This
understanding forms the basis for Avolve's pricing and the deliverables to be provided under this Statement of Work. Any
deviation from these requirements will require a change order and may increase cost or estimated time of Project completion.
2. Avolve will provide implementation, configuration and training (collectively, "Professional Services"), utilizing all built in
configuration features.
3. Customer agrees to make their resources available to meet a 4-week implementation schedule.
4. Should Customer require professional services post the identified project end date, Customer agrees to the use of Assurance
Services via one or more change orders. If Assurance Services are not available, Customer agrees to a new order and one or
more Statements of Work be provided to Avolve Software before services are rendered.
5. Customer and its third parties and/or subcontractors will fulfill any hardware/software requirements, to allow communication
between Avolve Software.
5. PaperlessNow product and services do not permit integrations to third -party systems/software,
7. Avolve Software resources are the Project and System Administrators for the environment. Customer may assume Project
and/or System Administrator rights post the implementation period when certification for ProjectDox PaperlessNOW
administration has been achieved. Ask your Implementation Specialist or Account Manager for more details.
8. Customizations/Extensions may be requested to the terms of one or more written Statements of Work or use of Assurance
Services via one or more Change Orders.
9. Virtual training library and assessments may not be recorded or downloaded for Customer use outside the provided platform.
:ACCEPTANCE PROCESS
Upon the completion of the Launch milestone, an Acceptance document will be issued to the Customer, for which, Avolve Will request
from the Customer provide a written response within five (5) business days after receipt thereof. Notwithstanding the foregoing or
anything to the contrary in the Purchase Agreement, all other Deliverables provided under this Statement of Work shall be deemed
to have been accepted by the Customer upon delivery. If Customer does not approve, reasons for rejection must be clearly noted.
Avolve will then work with the Customer to come to agreement on obtaining approval. The Customer shall be deemed to have
accepted the Project which Customer does not accept or reject within such period.
CHANGE UONTROL PROCESS
The "Change Control Process" is that process which shall govern changes to the scope of the Project during the life of the Project
The Change Control Process will apply to new components and to enhancements of existing components. The Change Control
Process will commence at the start of the Project and will continue throughout the Project's duration. Additional procedures and
responsibilities may be outlined by the Implementation Specialist identified on the signature page to the Agreement.
Under the Change Control Process, a written "Change Request" (attached) will be the vehicle for communicating any desired
changes to the Project. It will describe the proposed change; the reason for the change and the effect the change may have on the
Project. The Project Manager of the requesting party will submit a written Change Request to the Avolve Implementation Specialist
for the other parties.
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All parties must sign the approval portion of the Change Request to authorize the implementation of any change that affects the
Project's scope, schedule or price. Furthermore, any such changes that affect the scope of this SOW, schedule or price will require
an amendment to the SOW and/or any other part of the Purchase Agreement,
PROJECT ACTIVITIES SCHEDULE
Below is the 4-week deliverable and implementation schedule.
Milestone
Description
Deliverable
Total
MSO
First Year SaaS & Setup Services
.
Contract Execution
100%
MSO
Setup Services
.
Contract Execution
$15,075.00
•
Setup of Single SaaS Environment
MS1
Week 1 Setup
.
Project Schedule Delivered
•
Configuration of Pa erlessNOW software
•
Deliver one 2-hour virtual instructor led
MS2
Week 2 Training
training
•
Deliver access to virtual learning
environment and assessments
•
Deliver two 2-hour virtual office hour
Week 3 Training Assessment & Launch
sessions
MS3
Preparedness
.
Deliver applicant, coordinator and reviewer
quick review guides
MS4
Week 4 Launch and Transition to
•
Transition to Support
Support
•
Project Sign Off
MS5
Assurance Services
$5,062.50
TOTAL
-$20,137.50
For the avoidance of any doubt, all right, title and interest in and to the Deliverables (including without limitation the above Key
Deliverables), as well as the intellectual property rights to such Deliverables, shall belong to Avolve, subject to the limited license
granted to the Customer pursuant to the Licensing Agreement.
STATEMENT OF WORK ACCEPTANCE
Once fully executed, this document will become the Statement of Work for the Project defined in this document. Avolve and
Customer's signatures below authorizes Avolve to begin the services described above and indicates Customer's agreement to pay
the invoices associated with these services delivered as described.
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AVOLVE PAPERLESSNOW - 6 MONTH SUBSCRIPTION
Product Name
Product
Code
Description
p
Unit Price
Total Price
PaperlessNOW ProjectDox Production
Environment. PapedessNOW Subscription
Avolve
includes:
PapedessNow
SAAS.PN
Building Best -in -Class Workflow
1
$28,062.50
$28,062.50
SaaS Production
300 Projects
• 6 Month Initial Subscription
PaperlessNOW 6 Month Total:
$28,062.50
IMPLEMENTATION AND TRAINING
Product Name
Product
Code
Description
Oty.
Unit Price
Total Price
PapedessNow
Setup services for one Best -In -Class building
Setup & Training
PS-PN.ST
workflow and access to the remote
1.00
$15,075.00
$15,075.00
PaperlessNow training program
Assurance Services to be used for additional
Assurance Services
PS -AS
configuration, training, and design.
1.00
$5,062.50
$5,062.50
Assurance Services require a Change Order
before being used.
Training Sub -Total:
$20,137.50
6 Month Subscription and Services shall be invoiced upon execution of Agreement. Payment for
the total amount is due net thirty days (30) from the date of Initial Invoice and shipment of Grand $48,200.00
software. Payment via EFT. See notes for details. Travel and Expenses are not included in Total:
this total and will be invoiced as incurred. Avolve does not expect any Travel and
Expenses for this engagement.
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After the initial 6-month period, Santa -Ana will have the option of renewing PaperlessNOW for another year, which requires written
notice to exercise the PaperlessNOW extension executed by the City Manager The pricing and project schedule is below.
AVOLVE PAPERLESSNOW - RENEWAL (1 YEAR SUBSCRIPTION)
Product Name
Product
Code
Descri tion
P'•
Unit Price
Total Price
PaperlessNOW ProjectDox Production
Environment. PaperlessNOW Subscription
Avolve
includes:
PaperlessNow
SAAS.PN
Building Best -in -class Workflow
1
$35,000.00
$35,000.00
SaaS Production
Up to 465Projects
• 1 Year Subscription
PaperlessNOW Renewal Total:
1 $35,000.00
AVOLVE PAPERLESSNOW - ADDITONAL PROJECTS (IF NECCESSARY)
Product Name
Product
Code
Descri tion
P
Unit Price
Total Price
Avolve
PaperlessNow
SAAS.PN
PaperlessNOW Additional Projects (466- 800)
*Will
1
$14,500.00
$14,500.00
SaaS Production
only be invoiced if needed
PaperlessNOW Renewal Total:
$14,500.00
Additionally, Customer may exercise the 1-year optional ProjectDox subscription pursuant to the terms of Pricing
Proposal Quotation #18818887 attached herewith as Schedule D and incorporated herein by reference at any time
during the term of this Agreement by providing Avolve with a written notice to exercise the ProjectDox option
executed by the City Manager.
Page 24 of 30
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Avolve Cloud Infrastructure
Backup and Disaster Recovery Configuration
Avolve Cloud Backup Process on MS Azure
All servers are backed up nightly. All backups are
retained for 30 days at two regions. For the primary
and secondary regions, all backup copies will be
within the closet region from your location. Each
region consists of multiple data centers.
For the primary region, Azure stores 3 copies of the
content across multiple data centers in the
region. This provides uninterrupted access during
disaster events. Transactions are also replicated
synchronously.
Backups are transmitted to the paired secondary region via secure fiber loop. Azure backup process stores 3 extra copies of the
content. The transaction will be asynchronous to the secondary data centers (500+ miles away from the primary location). This gives
the jurisdiction a total of 6 copies of the data backup distributed in the primary and secondary regions.
Avolve Cloud Disaster Recovery Services on MS Azure:
Avolve Cloud includes Microsoft Azure Site Recovery (ASR) service in addition to standard Azure Backup Service. Avolve will
manage the replication, failover, and recovery processes through ASR to help keep the jurisdiction's application running during
planned and unplanned outages. With ASR, Avolve orchestrates and manages the backup and frequency of the VMWare servers,
files, and database. Avolve will be conducting scheduled disaster recovery test on the jurisdiction's system to guarantee a 99.95%
SLA on site recovery.
su„a raee.ert
� Yrtual Servers
Source: VMWare/Hyper-V
Azure Site Recovery
"I tnnps) Public inte,net ra Faw�Rwte Data tl,a,u,el
niON'N. p i,g
(2)
Microsoft Azure
Microsoft Azure Recovery • Continuous replication until cut -over
Services Agent a Monitoring service
• Failover testing
Site Recovery is a native disaster recovery as a service (DRaaS), and Microsoft has been recognized as a leader in DRaaS based on
completeness of vision and ability to execute by Gartner's Magic Quadrant for Disaster Recovery as a Service. Through Azure Site
Recovery services, Avolve can meet the RTO and RPO goals of 24-hour recovery.
Additional CPU, RAM, IOPs and Storage:
The CPU, RAM, IOPs, and storage are based on the selected capacity level for the jurisdiction. Capacity levels are determined from
Page 25 of 30
aVol e,
software
the number of concurrent users and number of permits. The capacity is calculated based on Avolve's historical consumption results
from various customers on Avolve's Cloud and Microsoft's recommendations. The selected capacity is a best case estimate and is
subject to change based on usage and strategic plans of the jurisdiction on the percentage growth for a paperless system. An annual
system review will be conducted to determine if any system resource adjustments are necessary. When system capacity for CPU,
RAM, and IOPs need to be increased for performance improvements or storage capacity has reached 75%, additional resources will
be recommended. To prevent data loss, at 100% storage utilization, additional storage is automatically added, and additional storage
will be invoiced.
Security & Safeguards
• MS Azure Data Centers are SOC 1-3, Tier 203, SAE 18 compliant
• MS Azure Commercial Cloud is FedRAMP and NIST 800-171 compliant
The deepest and most comprehensive compliance coverage in the industry
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Layer 3 and layer 4 firewall security with 1 firewall for the load balancer, 1 firewall for the web tier subnet, 1 firewall for the
app tier subnet and 1 firewall for the data tier subnet.
Microsoft $1 B+ investment in security R&D on MS Azure Cloud. Additional security information is available at
https://azure.microsoft.com/en-us/overview/trusted-cloud/.
All incoming and outgoing traffic goes through Avolve Cloud Azure load balancer which is protected by a Microsoffs
network firewall called the Azure network security group (NSG). By default, all NSG's block incoming and outgoing traffic
that are not related to Avolve software.
Traffic is forwarded from the load balancer to the web tier subnet via network access translation (NAT). The web fier subnet
has an additional NSG associated to it to filter incoming and outgoing traffic from/to the load balancer. In addition to the web
tier subnet Avolve also has an application tier subnet and a data tier subnet. Each subnet has an NSG associated to it, so
communication between each subnet is filtered via the NSGs.
Avolve Production Environment Safeguard Guidelines:
Industry best -practices for systems operational control (SOC) and the National Institute of Standards (NIST) are an integral
part of the Avolve Cloud infrastructure, ensuring a very high level of security and system uptime for Avolve's customers and
their environments. Avolve's security and operational policies are established in order to safeguard against any
unauthorized access to data and/or potential service disruption that are a constant threat in today's world of online
commerce. Therefore, the following policies are enforced in the Avolve Cloud:
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• Customer will have no access to server infrastructure. Deployment and changes to Production server hardware and/or
Operating System (OS) configuration in Avolve Cloud will be performed by Avolve and qualified partner staff only.
Customers will be notified if modifications to their environments are required at any given time.
• Custom report creation requires direct access to the Production database. For this reason, Avolve Cloud will only
support access to a Test environment where the Production tables for reports can be exported.
• Apart from machine -to -machine (M2M) VPN tunnels required for third -party software integration, no user account -
based VPN access will be granted to Avolve Cloud Production environment infrastructure or software applications.
Managed Services Operations
Avolve Cloud ensures high system availability and is backed by rock solid infrastructure and service level guarantees. Your Avolve
ePlan Life Cycle licensed software is hosted in a secure, state of the art data center, and most importantly the application is expertly
managed by Avolve. Meticulous attention has been given to security, backup, system redundancy and failover. Your Avolve ePlan
Life Cycle application environment is monitored 24-7 for optimum health and security. And if an issue arises, our experts have
immediate and direct access to your servers and software for quick diagnosis and resolution. Our comprehensive, Managed Services
matrix details what you can expect from the Avolve Cloud:
US Mountain Time Zone
24x7 Support and Monitoring for SaaS Customers
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Hardware and OSNirtual System Monitoring & Support
Server and network resources (i.e., CPU, RAM, Storage, and bandwidth)
monitored with automated alerts for resource threshold, server failure, internet
and WAN connectivity. Alerts will not be able to monitor issues that occur within
less than 1 second failure. Those issues are often discovered during application -
level (i.e., OAS and ProjectDox) connectivity issues.
x
x
x
x
• Monitoring Data Points:
o Up/Down Status
o Network Interface Errors
Page 27 of 30
aAINe°
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US Mountain Time Zone
247 Support and Monitoring for SaaS Customers
E
E
4
E
E
N
E
E
(O
E
E
M
J
W
n
N
p
(n
o CPU Warning
o Memory Warning
o. Memory Critical
o CPU Critical
o Storage Warning
o Partition Warning
o Partition Critical
o Database Warning
o Database Down
o SSL warning
o SSL expiration
o Webserver Alerts
o DNS
• Custom designed Outage and Alert Plan - adds, changes, & modifications
(add user, update firmware, modification, network configuration)
• Scheduled Hardware Audits
• OS and VMWare proactive management. This includes monitoring of any
system level failure caused by OS and VMWare patches, viruses or other
issues.
x
x
x
x
• Permission Control (group changes, file/folder permissions, Windows or
Linux)
• Optimize backend
• Log File analysis
• Best -practices recommendations
• Other services as requested
x
• Regular reporting based on customer preference.
• VLAN creation/modification
• Cyber Security monitoring and automated alerts.
• Regular anti -virus scan and anti -virus removal
x
x
x
x
• Database Security
• Scheduled data recovery, OS & VMware patches and any hardware
replacements
x
• Critical OS patches and updates
• Backup automated services
x
x
x
x
• 247 Infrastructure Support calls
x
x
x
x
Application (OAS, ProjectDox PaperlessNOW, PlansAnywhere) Technical
Support through ticket submissions
• Application Specific Monitoring
o Monitor Web Server Connectivity
o Monitor Web Site Availability
x
x
x
x
o Monitor Web Site Page Responsiveness
o Monitor Application Specific Services
o Minimalizes Support Issues
Page 28 of 30
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US Mountain Time Zone
o
24x7 Support and Monitoring for SaaS Customers
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• Application Performance Reviews
x
x
• Database Performance Reviews
• Application Administration Assistance
x
x
• Scheduled Reports
x
• System health checks
x
• Performance tuning
• ProjectDox PaperlessNOW DB Tuning and re -indexing (periodic
• ProjectDox PapedessNOW configuration tuning and adjustments based
on any progressive performance growth requirements
• Routine cleanup of the Dl-cache folder
x
• Restart of ProjectDox PaperlessNOW services and/or Servers during
support or patches
• Online Support Tickets: Responding to application issues reported
x
x
• Software minor patch updates for Support related issues
x
• Software resolution to fix a technical reported issue
• Application support forsystem down issues for Standard Support customers
x
x
x
x
FX
until problem is resolved or a work around has been identified
Page 29 of 30
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EXHIBIT A: CHANGE REQUEST FORM
AvoMe Software Cfiame Regve4lorm
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GENERAL MFORMIATION
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Page 30 of 30
ACORbP CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDD YYYY)
4/16/2020
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).
PRODUCECONTACT
R
Broom & Brown Insurance of AZ, Inc
2800 North Central Avenue, Suite 1100
Phoenix AZ 85004
NAME: Marie Puet2, CISR
PNONE 6O2$04-7043 rA" N : 602-287-6743
WONEau
EAmDDAR'LESS mpuetz@bbphoeriix.com
INSURERS AFFORDING COVERAGE
NAIC#
INSURER A: Travelers Insurance Company of Canada
INSURED AVOLSOFOI
Avolve Software Corporation
4835 East Cactus Road, Ste. 420
9lsuaeft B: Travelers Property Casualty Co of AM
25674
lasuaER c :Travelers lode Company25658
INSURER D :
Scottsdale AZ 85254
INSURER E
NSURER F :
COVERAGES CERTIFICATE NUMBER: 172155965 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.
IN?R
TYPE OF INSURANCE
DL
Rim
SOB
iffin
POLICY NUMBER
POLIOVEFF
POLIOYEXP
LIMITS
a
A
X
COMMERCUOIENERALLJABILTY
CLAIMS -MADE OOCCUR
Y
Y
ZLP41M23114
UXTRV30797
1@/2020
1/2/2020
11=021
1rM021
EACH OCCURRENCE
$1,000,000
PREMISES Ea occuaFDrencol
$1.000,000
MED EXP (Any are person)
$10,000
X
Dec -MI
PERSONAL & ADV INJURY
$1.000,000
GEM AGGREGATE LIMIT APPLIES PER
GENERALAGGREGATE
$2,000,000
POLICY O TEEGT D LOC
PRODUCTS - COMP/OP ADD
$2.000,000
q
$2,000,000
X OTHER: Teheran Laal,
C
A
AUTOMOBILELIABILITY
MY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
Y
Y
BA9J542207
UXTRV30797
1r2/2020
1/2/2020
/
•/
1/2/I021
il2/202
�
COMBI tlEatSINGLE LIMIT
$1000000
BODILY INJURY (Per person)
8
BODILY INJURY (Per accident)
$
PROPERTYDAMAGE
fro, n
$
X HIRED X NON -OWNED
AUTOS ONLY AUTOS ONLY
Any Ons Accident
$2,000,000
X I~ X fepA
B
X
UMBRELLALIAB
X
OCCUR
Y
Y
CUP31_995642
1Z2020
1/2=1
EACHOCCURRENCE
$4,000,000
AGGREGATE
$4,000,000
EXCESS LIAB
CLAMS -MADE
DED
X I RETENTION
$
C
WORK ERSCOMPENSATION
AND EMPLOYERS' LIABILITY Y/N
ANYPROPRIETORIPARTNER/EXECURIVE
OFFICERIMEMBER EXCLUDED? N
(Mamsary In NH)
44 IA
Y
UB9J755123
1/2/2020
/
tl'2/2021
/
X STAT E ER
E.L. EACH ACCIDENT
$1,000,000
E.L. DISEASE - EA EMPLOYEE
$1.000,000 57
If es, tlesaibe untler
CRIPT N OF OPERATIONS Pit
EL. DISEASE -POLICY LIMIT
$1000000
a
A
ProleagatM B CYW EMosty
Forapn Prof UWMy
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1/2/2020
1/2J2020
1/2/2021
1/2/202y
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5,000,000
10,000
5.000,000/10,000
.//
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space Is resolved)
Blanket Additional Insured applies where required by written contractto General Liability per attached form CIS D4 1702 19 including Blanket Waiver of
Subrogation. Blanket Primary & Non -Contributory applies to General Liability per attached form CG Tl 00 02 19. Blanket Additional Insured applies to Auto
Liability per attached form CA T4 37 02 15. Blanket Autorrobi�iabilfty Waiver of Subrogation applies per form CA T3 40 20 15. Excess Liability is Following
Form for both General Liability and Automobile Liability.
Blanket Waiver of Subrogation applies to Workers' Compensation per attached form WC000313 (00)-01. Privacy Liability is added to the Network and
Information Security Coverage Form #PR Tt 03 01 17. /
See Attached...
City of Santa Ana
Risk Management Division
20 Civic Center Plaza
Santa Ana CA 92702
INUT IL IT Ur � r" . —.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
2010 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
L ACCORDANCE WITH THE POLICY PROVISIONS.
ANGIE ACEVECIO AUTHORIZED REPRE
V A G
All riahts rexarvad_
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
ACORO`�
AGENCY CUSTOMER ID: AVOLSOF-01
LOC #:
ADDITIONAL REMARKS SCHEDULE
Page 1 of 1
AGENCY
Broom & Broom Insurance of AZ, Inc
NAMED INSURED
Avolve Software Corporation
4835 East Cactus Road, Ste. 420
Scottsdale AZ 85254
POLICY NUMBER
CARRIER
NAILJCME
EFFECTIVE DATE:
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE
ACORD
Insured: City of Santa Ana, its officers, agents. employees and volunteers where required per written contract.
REVIEWED & APPROVED
By Risk MANAGEMENT DIVISION
JU 2020
ANGIE ACEVEdO
(12OnFIACORD CORPORATInN. All rinhfa reenrv>d.
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
PROVISIONS
A. NON -OWNED WATERCRAFT - 75 FEET
LONG OR LESS
1. The following replaces Paragraph (2)
of Exclusion g., Aircraft, Auto Or
Watercfaft, in Paragraph 2, of
SECTION I - COVERAGES - COVERAGE
A - BODILY INJURY AND PROPERTY
DAMAGE LIABILITY:
(2) A watercraft you do not own
that is:
H. Blanket Additional Insured - Controlling
Interest
I. 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
0. Damage To Premises Rented To You
consent, either uses or is
responsible for the use of a
watercraft that you do not own that
is:
(1) 75 feet long or less; and
(2) Not being used to carry any
person or property for a charge.
B. WHO IS AN INSURED - UNNAMED
SUBSIDIARIES
The following is added to SECTION II -
WHO IS AN INSURED:
(a) 75 feet long or less; and Any of your subsidiaries, other than a
(b) Not being used to carry any partnership or joint venture, that is not
person or property for a shown as a Named Insured in the
charge; Declarations is a Named Insured if:
2. The following replaces �]j, & APRR0 %(��pOre the sole owner of, or maintain
INS E SECTION II - �"`A'"acIEMErvr D15lfb%R n, such subsidiary interest fmore than
on the first
INSURED:
day of the policy period; and
e. Any person or organization t,�� ZQZQ
with your express or implied L�`�"��{(q
CG D4 17 02 19 ® 2017 The TraveANgihda11rR IeJPpwy. All rights reserved Page 1 of 5
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
b. Such subsidiary is not an insured
under similar other insurance.
No such subsidiary is an insured for
"bodily injury" or "property damage"
that occurred, or "personal and
advertising injury" caused by an
offense committed:
a Before you maintained an ownership
interest of more than 50% in such
subsidiary; or
b. After the date, if any, during the
policy period that you no longer
maintain an ownership interest of
more than 50% in such subsidiary.
For purposes of Paragraph 1. of
Section 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 SECTION it — 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.
0. WHO IS AN INSURED - NEWLY ACQUIRED
OR FORMED LIMITED LIABILITY COMPANIES
The following replaces Paragraph 3. of
SECTION II - WHO IS AN INSURED:
3. Any organization you newly acquire
or form, other than a partnership or
joint venture, and of which you are
the sole owner or in which you
maintain an ownership interest of
more than 50%, will qualify as a
Named Insured if there is no other
similar insurance available to that
organization. However:
the policy period, whichever is
earlier, if you do not report such
organization in writing to us
within 180 days after you
acquire or form it; or
(2) Until the end of the policy
period, when that date is later
than 180 days after you acquire
or form such organization, if
you report such organization in
writing to us within 180 days
after you acquire or form it;
b. Coverage A does not apply to
"bodily injury" or "property
damage" that occurred before you
acquired or formed the organ-
ization; 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 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 - LIABILITY FOR
CONDUCT OF UNNAMED PARTNERSHIPS OR
JOINT VENTURES
The following replaces the last paragraph
of SECTION II - 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
a Coverage under this provision is The following is added to SECTION II -
afforded only: REVIEWED & UM' INSURED:
(1) Until the 180th day®yR66MANAgE4%rD~ or organization that is not
you acquire or form the of erwlse an insured under this Coverage
organization or the end 0JU 1PMUnd that you have agreed in a written
Page 2 of 5 0 2017 The Trave >ny rights reserved. CG D4 17 02 19
Includes copyrighted material of Inspi�lxgq#1LSA0I1 'EdWi( e, Inc. with its permission
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:
I Occurs subsequent to the signing of
that contract or agreement; and
It. Is caused, in whole or in part, by
your acts or omissions in the
performance of your ongoing
operations to which that contract or
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 II —
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
manufacturer, and 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";
(5) Demonstration, installation, servicing
or repair operations, except such
operations 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
III. 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 II —
WHO IS AN INSURED:
Any person or organization that has
financial control of you is an insured
with respect to liability for "bodily
injury", "property damage" or "personal
and advertising injury" that arises out
of,
at. Such financial control; or
If. 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.
(3) Repackaging, unless unrR 1t �yof� SECTION II — WHO IS AN INSURED:
solely for the purpos�Q Yk MAD $ Artcn" r&raph does not apply to any
inspection, demonstration, try GEmq"fQ1�� owner, manager or lessor that
or the substitution of parts '"''�/� has' f�ial control of you.
under instructions from theJl'Ey/L1 2020
CG D4 17 02 19 0 2017 The Traveer ,All rights reserved. Page 3 of 5
Includes copyrighted material of Insu j@eAiM3Egfce..-rim with its permission.
COMMERCIAL GENERAL LIABILITY
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 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
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)
Page 4 of
J. BLANKET ADDITIONAL INSURED — GOVERNMENTAL
ENTITIES — PERMITS OR AUTHORIZATIONS
RELATING TO PREMISES
The following is added to SECTION II —
WHO IS AN INSURED:
Any governmental entity that has issued a
permit or authorization with respect to
premises owned or occupied by, or rented
or loaned to, you and that you are
required by any ordinance, law, building
code or written contract or agreement to
include as an additional insured on this
Coverage Part is an insured, but only with
respect to liability for "bodily injury",
"property damage" or "personal and
advertising injury" arising out of the
existence, ownership, use, maintenance,
repair, construction, erection or removal of
any of the following for which that
governmental entity has issued such
permit or authorization: advertising signs,
awnings, canopies, cellar entrances, coal
holes, driveways, manholes, marquees,
hoist away openings, sidewalk vaults,
elevators, street banners or decorations.
K. BLANKET ADDITIONAL INSURED —
GOVERNMENTAL ENTITIES — PERMITS OR
AUTHORIZATIONS RELATING TO OPERATIONS
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
6. Any "bodily injury" or "property
damage" included in the "products -
completed operations hazard".
L. MEDICAL PAYMENTS — INCREASED LIMIT
Any "bodily injury", "property
damage" or "personal and The following replaces Paragraph 7. of
advertising injury" arisin out of E 1 LIMITS OF INSURANCE:
any structural alteratio V1 1�ED & A I to Paragraph S. above, the
construction or decor tlPRIANAGEMENT
operations "y'r Expense Limit is the most we
p performed by or on will
behalf of such mortgage Pay under Coverage C for all
assignee, successor or receiver:A IN /; 2029adical expenses because of "bodily
//�����r(/y,�((,;; Injury" sustained by any one person,
5 O 2017 The Travelers (nitefhlntyy ompanyy.. All rights reserved. CG D4 17 02 19
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
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 B.,
Transfer Of Rights Of Recovery Against
Others To Us, of SECTION IV —
COMUERCIAL 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 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
h. "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;
2. Paragraph f.0) of the definition of
"insured contract" in the DEFINITIONS
Section is deleted.
0. 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
Ill. 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.
REVIEWED & APPROVED
By Risk MANAgEMENT DivisioN
JL) Q(2020
ANff1EE AmEdo
CG D4 17 OZ 19 O 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
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 INAMY 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.
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 11 - Who Is
An Insured or any "employee"
authorized by you to give or receive
No other obligation or liabili notice of an "occurrence" or claim:
sums or perform acts or s I D & APPRO�orts all, or any part, of the
covered unless explicitly pro Yf a}ANAgEMENT Divi5I&9dily injury" or "property
under Supplementary Payments. ����/�n� damage" to us or any other
Jt'jl l2020 insurer;
ANGIE ACEVEdo— .—
CG T1 00 02 19 ® 2017 The Travelers Indemnity Company. All rights reserved Page 1 of 23
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
(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.
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
damages to which this
insurance applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage"
for which any insured may be held
liable by reason of:
(1) causing or contributing to the
intoxication of any person;
(2) The furnishing of alcoholic
beverages to a person under the
legal drinking age or under the
influence of alcohol; or
(3) Any statute, ordinance or
regulation relating to the sale,
gift, distribution or use of
alcoholic beverages.
This exclusion applies 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 compen-
sation law or any similar law.
(2) Assumed in a contract or
"insured
e. Employer's Liability
agreement that is an
contract", provided that the
"Bodily injury" to:
"bodily injury" or ..property
damage" occurs subsequent to the
(1) An "employee" of the insured
execution of the contract or
arising out of and in the course
agreement. Solely for the
of:
purposes of liability assumed in
(a) Employment by the insured; or
an "insured contract", reasonable
attorneys' fees and necessary
(b) Performing duties related to
litigation expenses incurred by or
the conduct of the insured's
for a party other than an insured
business; or
will be deemed to be damages
because of "bodily injury" or
her
ro parent, 11) The spouse, child, p, brother
"employee"
property damage", provided that:
or sister of that p y a
consequence of Paragraph (1) above.
c (a) Liability such party for, or
for the cost of, that pa This exclusion applies whether the
& APPNVEVy be liable
defense has also been ass u QIEWED
as an employer
in the same "insured contr X',Isk
MANACIE��N}bfj����
ether capacity and to any
and
o Iga
ion o share damages with or
r someone else who must pay
JU
(b) Such attorneys' fees and
].des because of the injury.
litigation expenses are for
defense of that party agai
ugWion does not apply to
.y
civil or alternative dispute
t_, assumed by the insured under
ANGIE Acl
resolution proceeding in which
sured contract".
Page 2 of 23 ® 2017 The Travelers Indemnity Company. All rights reserved PCs T1 00 02 19
Includes copyrighted material of Insurance Services Office. Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
f. Pollution (i) Any insured; or
(1) "Bodily injury" or "property
(11) Any person or organization
damage" arising out of the actual,
for whom you may be
alleged or threatened discharge,
legally responsible;
dispersal, seepage, migration,
(d)
At from
release or escape of "pollutants":
or any premises, site
or location on which any
(a) At or from any premises, site
insured or any contractors or
or location which is or was at
subcontractors working directly
any time owned or occupied
or indirectly on any insured's
by, or rented or loaned to, any
behalf are performing operations
insured. However, this sub-
if the "pollutants" are brought
paragraph does not apply to:
on or to the premises, site or
(i) "Bodily injury" if sustained
location in connection with
within a building and
such operations by such
caused by smoke, fumes,
insured, contractor or sub -
vapor or soot produced by
contractor. However, this
subparagraph does not apply
or originating from equip-
to:
ment that is used to heat,
cool or dehumidify the
(1) "Bodily injury" or "property
building, or produced by or
damage" arising out of the
originating from equipment
escape of fuels, lubricants
that is used to heat water
or other operating fluids
for personal use by the
which are needed to perform
building's occupants or their
the normal electrical,
guests;
hydraulic or mechanical
(11) "Bodily injury" or "property
functions necessary for the
"mobile
damage" for which you
operation of equip -
may be held liable, if you
ment" or its parts, if such
fuels, lubricants or other
are a contractor and the
operating fluids escape
owner or lessee of such
from a vehicle part designed
premises, site or location
to hold, store or receive
has been added to your
them. This exception does
policy as an additional
not apply if the "bodily
insured with respect to
injury" or "property damage"
your ongoing operations
arises out of the intentional
performed for that
discharge, dispersal or
additional insured at that
release of the fuels,
premises, site or location
lubricants or other operating
and such premises, site or
fluids, or if such fuels,
location is not and never
lubricants or other operating
was owned or occupied by,
fluids are brought on or to
or rented or loaned to, any
the premises, site or
insured, other than that
location with the intent that
additional insured; or
they be discharged, dis-
(iii) "Bodily injury" or "property
persed or released as part
damage" arising out of
of the operations being
heat, smoke or fumes from
performed by such insured,
a "hostile fire";
contractor or subcontractor;
W At or from any premises, site
(ii) "Bodily injury" or "property
or location which is or was at
damage" sustained within a
any time used by or for any
building and caused by the
insured or others for the
release of gases, fumes or
handling, storage, disposal,
vapors from materials
processing or treatmentRE�IEWED
into that building in
waste;
& APPROVE6rought
onnection with operations
By Risk MANAGEMENT Divisiooning
performed by you or
(t) If such "pollutants" are or
Your behalf by a
were at an time transported
Y P
handled, JUN 2020
contractor or subcontractor;
stored, treated, g
or
disposed of, or processed as
L/��
waste by or for:
ANGIE ACEVEd6
CC T1 00 02 19 0 2017 The Travelers Indemnity Company. All rights reserved Page 3 of 23
Includes copyrighted material of Insurance Services Office, Inc, with its permission.
COMMERCIAL GENERAL LIABILITY
0111"Bodily injury" or "property
damage" arising out of
heat, smoke or fumes from
a "hostile fire"; or
(a) 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 require-
ment that any insured or
others test for, monitor, clean
up, remove, contain, treat,
detoxify or neutralize, or in
any way respond to, or assess
the effects of, "pollutants"; or
(b) Claim or suit by or on behalf
of 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
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 L(3) of the
"Bodily injury" or "property damage"
definition of "mobile
arising out of the ownership,
equipment"; or
maintenance, use or entrustment to
others of any aircraft, "auto" or
(6) An aircraft that is:
watercraft owned or operated by or
(a) Chartered with a pilot to any
rented or loaned to any insured. Use
insured;
includes operation and "loading or
unloading".
(b) Not owned by any insured; and
This exclusion applies even if the
(c) Not being used to carry any
claims against any insured allege
person or property for a
negligence or other wrongdoing in the
charge.
supervision, hiring, employment,
training
h. Mobile Equipment
or monitoring of others by
that insured, if the "occurrence"
"Bodily injury" or "property damage"
which caused the "bodily injury" or
arising out of:
"property damage" involved the
ownership, maintenance, use or
(1) The transportation of "mobile
entrustment to others of an �p(� pment" by an "auto" owned
"auto" or watercraft that is �$ rbFD & APPRO operated by or rented or
operated by or rented or I iiijRagE
ENT Diviiimaned to any insured; or
any insured.
JUN
20262) The use of "mobile equipment" in,
U
or while in practice for, or while
being prepared for, any pre-
ANgiE ACEvEdo
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Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
arranged 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 govern-
ment, sovereign or other authority
using military personnel or other
agents; or
(3) Insurrection, rebellion, revolution,
usurped power, or action taken by
governmental authority in hinder-
ing or defending against any of
these.
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;
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".
It. 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.
In. 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
(5) That particular part of real
property on which you or any
This exclusion does not apply to the
contractors or subcontractors
loss of use of other property arising
working directly or indirectly on
out of sudden and accidental physical
your behalf are performing
injury to "your product" or "your
operations, if the "property
work" after it has been put to its
damage" arises out of those
intended use.
operations; or
n. Recall Of Products, Work Or impaired
(6) That particular part of any
Property
property that must be restored,
Damages claimed for any loss, cost
repaired or replaced because "your
or expense incurred by you or others
work" was incorrectly performed
for the loss of use, withdrawal,
on it. REVIEWED &APPj@V,EDspection, repair, replacement,
A Paragraphs (1), (3) and (4) %l� 6MANAGEMENP01j nt, removal or disposal of:
exclusion do not apply to "premises
(1) "Your product";
damage". A separate limit 0
insurance "premises 1 Z�f21 "Your
applies to
work"; or
damage" as described in Paragrat
property";
ANGIE ACEVE(j0
CIS T1 00 02 19 0 2017 The Travelers Indemnity Company. All rights reserved Page 5 of 23
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
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.
In. Personal And Advertising Injury
"Bodily injury" arising out of
"personal and advertising injury".
p. Electronic Onto
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 com-
munication".
r. Access Or Disclosure Of Confidential Or
Personal Information
"Bodily injury" or "property damage"
arising out of any access to or
disclosure of any person's or
organization's confidential or personal
information.
s. Asbestos
(1) "Bodily injury" or "property
damage" arising out of the actual
or alleged presence or actual,
alleged or threatened dispersal of
asbestos, asbestos fibers or
products containing asbestos,
provided that the "bodily injury"
or "property damage" is caused or
contributed to by the hazardous
properties of asbestos.
(2)
(3) Any loss, cost or expense arising
out of any:
(a) Request, demand, order or
statutory or regulatory require-
ment 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.
L 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, dis-
cipline, failure to promote or
advance, harassment, humiliate -
ion, discrimination, libel,
slander, violation of the
person's right of privacy,
malicious prosecution or false
arrest, detention or imprison-
ment applied to or directed at
that person, regardless of
whether such practice, policy,
act or omission occurs, is
applied or is committed
"Bodily injury" or
"property before, during or after the time
damage" arising out of the actual of that person's employment;
or alleged presence
or actual, or
alleged or threatened
dispersal of (2) The spouse, child, parent, brother
any solid, liquid,
gaseous or or sister of that person as a
thermal irritant or contaminant, consequence of "bodily injury"
including smoke, vapors, soot,
to that person at whom any of
fumes, acids, alkalis, chemicals the employment -related practices
and waste, and that
"suit"
are I`WPVRVED & APPR�ahnbed in Paragraph (a), (b), or
any claim or
"bodily
whiclBy0g MANAGEMENT SR'71V've is directed.
alleges any
injury �3??
"property damage" described 11 This exclusion applies whether the
Paragraph (11 above.
JU 1 20iured may be liable as an employer
or In any other capacity and to any
alWn to share damages with or
ANGIE ACEVEC)O
Page 6 of 23 ® 2017 The Travelers Indemnity Company. All rights reserved. CG TI 00 02 19
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
repay someone else who must pay
damages because of the "bodily
injury".
Exclusions c. through L 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
L 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.
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
b. This insurance applies to "personal (2)
Because of "personal injuryr
and advertising injury" caused by an
assumed by you in a contract or
offense arising out of your business
agreement that is an "insured
but only if the offense was
"coverage
contract", provided that the
committed in the territory"
personal injury" is caused by an
during the policy period.
offense committed subsequent to
2. Exclusions
the execution of the contract or
agreement. Solely for the
This insurance does not apply to:
purposes of liability assumed by
a Knowing Violation Of Rights Of Another
you in an "insured contract",
nable attorneys' fees and
"Personal and advertising R�p��(!�y'�'/ED & APPRC=sary litigation expenses
caused by or at the direction6�111t16keMANAGEMENT Diits4SKred
by or for a party other
insured with the knowledge that the
than an insured will be deemed to
act would violate the rights cl) IN202Q
another and would inflict "person
be damages because of "personal
injury", provided that:
and advertising injury".
ANGIE ACEVEdG
CO T1 00 02 19 O 2017 The Travelers Indemnity Company. All rights reserved Page 7 of 23
Includes copyrighted material of Insurance Services Office. Inc. with its permission
COMMERCIAL GENERAL LIABILITY
(a) Liability to such party for, or
any such infringement or violation
for the cost of, that party's
of another's copyright, "title" or
defense has also been assumed
"slogan" in your "advertisement".
by you in the same "insured
contract'; and l•
Insureds in Media And Internet Type
YP
Businesses
(6) Such attorneys' fees and
litigation expenses are for
"Personal
injury"ersonal and advertising
defense of that party against a
caused by an offense committed by
civil or alternative dispute
an insured whose business is:
resolution proceeding in which
(1) Advertising, "broadcasting" or
damages to which this
publishing;
insurance applies are alleged.
I. Breach Of Contract
(2) Designing or determining content
of websites for others; or
"Advertising injury" arising out of a
(3) An Internet search, access,
breach of contract.
content or service provider.
9. Quality Or Performance Of Goods —
However, this exclusion does not
Failure To Conform To Statements
apply to Paragraphs a(1), (2) and (3)
"Advertising injury" arising out of the
of the definition of "personal injury".
failure of goods, products or services
For the purposes of this exclusion:
to conform with any statement of
quality or performance made in your
(1) Creating and producing corres-
advertisement".
pondence written in the conduct
h. Wrong Description Of Prices
of your business, bulletins,
financial or annual reports, or
"Advertising injury"
arising out of the
newsletters about your goods,
wrong description
of the price of
products or services will not be
goods, products or services stated in
considered the business of
your "advertisement".
publishing; and
I. Intellectual Property
(2) The placing of frames, borders or
oadvertising, for you or
"Personal and advertisinginjury"
1 Y"
others anywhere on the Internet
arising out of any actual or alleged
will not, by itself, be considered
infringement or violation of any of
the business of advertising,
the following rights or laws, or any
"broadcasting" or publishing.
other "personal and advertising
injury" alleged in any claim or 'suit" It.
Electronic Chatrooms Or Bulletin Boards
that also alleges any such
"Personal and advertising injury"
infringement or violation:
arising out of an electronic chatroom
(1) Copyright;
or bulletin board the insured hosts or
owns, or over which the insured
(2) Patent;
exercises control.
(3) Trade dress; I.
Unauthorized Use Of Another's Name Or
(4) Trade name;
Product
(5) Trademark;
"Personal and advertising injury"
arising out of the unauthorized use of
(6) Trade secret; or
another's name or product in your e-
(7) Other intellectual property rights
mail address, domain name or
metatag, or any other similar tactics
or laws.
to mislead another's potential
This exclusion does not apply to:
customers.
(1) "Advertising injury" arising out of m.
Pollution
any actual or alleged infringement
"Personal and advertising injury"
or violation of another's copyhlgly�WED & p of the actual, alleged or
"title" or "slogan" in �6�FoI�1� L0 discharge, dispersal,
"advertisement"; or y Isk MaN!GEAWAl4
Io igration, release or escape
(2) Any other "personal and 1
jU 1
of ' ollutants" at any time.
20d
advertising injury" alleged in any
claim or "suit" that also alleges �/�
ANG(E ACEVEdO
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Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
n. Pollution -Related
Any loss, cost or expense arising out
of any:
(1) Request, demand, order or
statutory or regulatory requirement
that any insured or others test
for, monitor, clean up, remove,
contain, treat, detoxify or
neutralize, or in any way respond
to, or assess the effects of,
"pollutants"; or
(2) Claim or suit by or on behalf of
any governmental authority or any
other person or organization
because of testing for, monitoring,
cleaning up, removing, containing,
treating, detoxifying or neutraliz-
ing, 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 hinder-
ing 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 com-
munication".
q. Access Or Disclosure Of Confidential Or
Personal information
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:
(a) Request, demand, order or
statutory or regulatory require-
ment 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.
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
"Personal and advertising injury" (C) Employment -related practice,
arising out of any access to or policy, act or omission, such
disclosure of any person's or as coercion, demotion,
organization's confidential or personal evaluation, reassignment, dis-
information. cipline, failure to promote or
REVIEWED & APPRO nce, harassment, humiliation,
r. Asbestos ByRISkMANAGEMENTDiv rimination, libel, slander,
(1) "Personal and advertising injury" 1�i9Ntion of the person's right
arising out of the actual or JUN 0 202� of privacy, malicious pro -
alleged presence or actual, alleged secution or false arrest,
or threatened dispersal of asbesto detention or imprisonment
ANGIE ACEVEdQ .applied to or directed at that
CO T1 00 02 19 O 2017 The Travelers Indemnity Company. All rights reserved. Page 9 of 23
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
person, regardless of whether
such practice, policy, act or
omission occurs, is applied or
is committed before, during or
after the time of that person's
employment; or
(2) The spouse, child, parent, brother
or sister of that person as a
consequence of "personal injury"
to that person at whom any of
the employment -related practices
described in Paragraph (a), (b), or
(c) 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
(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.
6. 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
f 'd
2. Exclusions
We will not pay expenses for "bodily
injury
a Any Insured
To any insured, except "volunteer
workers".
b. Hired Person
To a person hired to do work for or
on behalf of any insured or a tenant
of any insured.
c. Injury On Normally Occupied Premises
To a person injured on that part of
premises you own or rent that the
person normally occupies.
III. 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".
g. Coverage A Exclusions
Excluded under Coverage A.
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.
o an accl ent, C. The cost of bonds to release
(2) Necessary medical, surgical, X-ray attachments, but only for bond
and dental services, including amounts within the applicable limit of
prosthetic devices; and REVIEWED &A � We do not have to furnish
(3) Necessary ambulance, hoWlgfik MANAGEmE' i I Rds.
professional nursing and funeral d All reasonable expenses incurred by
services. J 'A insured at our request to assist
J n the investigation or defense of
the claim or "suit", including actual
ANGIE ACEVEdO
Page 10 of 23 ® 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
loss of earnings up to $500 a day
(b) Immediately send us copies
because of time off from work.
of any demands, notices,
a. All court costs taxed against the
summonses or legal papers
received in connection with the
insured in the "suit". However, these
suit";
payments do not include attorneys'
fees or attorneys' expenses taxed
(C) Notify any other insurer whose
against the insured.
coverage is available to the
III. Prejudgment interest awarded against
indemnitee; and
the insured on that part of the
(d) Cooperate with us with respect
judgment we pay. If we make an
to coordinating other applicable
offer to pay the applicable limit of
insurance available to the
insurance, we will not pay any
indemnitee; and
prejudgment interest based on that
period of time after the offer.
(2) Provides us with written
authorization to:
g. All interest on the full amount of any
(a) Obtain
judgment that accrues after entry of
records and other
the judgment and before we have
information related to the
paid, offered to pay, or deposited in
"suit"; and
court the part of the judgment that is
(b) Conduct and control the
within the applicable limit of
defense of the indemnitee in
insurance.
such "suit".
These payments will not reduce the
So long as the above conditions are
limits of insurance.
met, attorneys' fees incurred by us in
2. If we defend an insured against a "suit"
the defense of that indemnitee,
and an indemnitee of the insured is also
necessary litigation expenses incurred by
named as a party to the "suit", we will
us and necessary litigation expenses
defend that indemnitee if all of the
incurred by the indemnitee at our request
following conditions are met:
will be paid as Supplementary Payments.
Notwithstanding the provisions of
a. The "suit" against the indemnitee
Paragraph 21.12) of Section I - Coverages
seeks damages for which the insured
- Coverage A - Bodily Injury And
has assumed the liability of the
Property Damage Liability or Paragraph
indemnitee in a contract or agreement
2,e, of Section I - Coverages - Coverage
that is an "insured contract";
g - Personal And Advertising Injury
III. This insurance applies to such
Liability, such payments will not be
liability assumed by the insured;
deemed to be damages for "bodily
injury", "property damage" or "personal
C. The obligation to defend, or the cost
Injury", and will not reduce the limits of
of the defense of, that indemnitee,
insurance.
has also been assumed by the insured
in the same "insured contract";
Our obligation to defend an insured's
indemnitee and to pay for attorneys'
d The allegations in the "suit" and the
fees and necessary litigation expenses as
information we know about the
Supplementary Payments ends when:
"occurrence" or offense are such that
no conflict appears to exist between
a We have used up the applicable limit
the interests of the insured and the
of insurance in the payment of
interests of the indemnitee;
judgments, settlements or medical
expenses; or
a. The indemnitee and the insured ask
us to conduct and control the
6. The conditions set forth above, or
defense of that indemnitee against
the terms of the agreement described
such "suit" and agree that we can
in Paragraph f. above, are no longer
assign the same counsel to defend
met.
the insured and the indemnitee; and
SECTION H — WHO IS AN INSURED
f. The indemnitee:
1. If you are designated in the Declarations
(1) Agrees in writing to: REVIEWED & APPROVED
(a) Cooperate with us RmRisWANAgENXaTl9Nis)8f)ividual, you and your spouse
investigation, settlement R.N
are insureds, but only with respect to
defense of the "suit"; fU
a conduct of a business of which
�2gou
are the sole owner.
ANCIE ACEVEdO
CG T1 00 02 19 O 2017 The Travelers Indemnity
Company. All rights reserved. Page 11 of 23
Includes copyrighted material of Insurance
Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
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 stock-
holders 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 workers"
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
W 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:
while performing duties reed (1) With respect to liability arising
to the conduct of EWED & APPR6VMthe maintenance or use of
business; t3y f; lSk MANACtEMENtt1*sF6Qperty; and
W To the spouse, child, parent, (2) Until your legal representative has
brother or sister of that JUM 202een appointed.
co -"employee" or "volunteer
ANGIE ACEVEdo
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Includes copyrighted material of Insurance Services Office, Inc. with its perm,ssion.
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;
b. Coverage A does not apply to "bodily
injury" or "property damage" that
occurred before you acquired or
formed the organization; and
C. Coverage 9 does not apply to
"personal and advertising injury"
arising out of an offense committed 5.
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,,���11,�
additional insured on this Coverage PAID
is an insured, but only with respectggd2isk
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 con-
struction 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
ANGIE
provided to such
is or is subject to the
provisions:
nits of insurance provided to
;gUipment lessor will be the
m limits that you agreed to
CG T1 00 02 19 O 2017 The Travelers Indemnity Company. All rights reserved. Page 13 of 23
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
provide in the written contract or
agreement, or the limits shown in the
Declarations, whichever are less.
IL 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 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
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 5. above,
the
Damage To Premises Rented To
You
Limit is the most we will pay under
Coverage A for damages because
of
"premises damage" to any one premises.
The Damage To Premises Rented To
You
Limit will be:
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.
C. Persons or organizations making
7. Subject to Paragraph 5. above, the
claims or bringing "suits".
Medical Expense Limit is the most we
2. The General Aggregate Limit is the most
ggt
will pay under Coverage C for all
we will pay for the sum of:
sum
medical expenses because of "bodily
injury" sustained by any one person.
a Medical expenses under Coverage C;
The Limits of Insurance of this Coverage
b. Damages under Coverage A, except
Part apply separately to each consecutive
damages because of "bodily injury"
annual period and to any remaining period
or "property damage" included in the
of less than 12 months, starting with the
"products -completed operations hazard";
beginning of the policy period shown in the
and
Declarations, unless the policy period is
extended after issuance for an additional
C. Damages under Coverage B.
period of less than 12 months. In that case,
3. The Products -Completed Operations
the additional period will be deemed part of
Aggregate Limit is the most we will pay
the last preceding period for purposes of
under Coverage A for damages because
determining the Limits of Insurance.
of "bodily injury" and "property
SECTION IV — COMMERCIAL GENERAL LIABILITY
damage" included in the "products-
CONDITIONS
completed operations hazard".
1. Bankruptcy
4. Subject to Paragraph 2. above, the
Personal And Advertising Injury Limit is
Bankruptcy or insolvency of the insured
the most we will pay under Coverage B
or of the insured's estate will not
for the sum of all damages because of
relieve us of our obligations under this
all "personal injury" and "advertising
Coverage Part.
injury" sustained by any one person or
2, Duties In The Event Of Occurrence, Offense,
organization.
RI i�`y'AURilit
�EWED
S. Subject to Paragraph 2. or 3. a k
whichever applies, the Each Occur
VED
MANA�EME,�{�a� see to it that we are
as
Limit is the most we will pay for the
notTteil soon as practicable of an
urrence" or an offense which
sum of: JU
�p��
161Ay1
result in a claim. To the extent
possible, notice should include:
ANGIE ACEVEdO
Page 14 of 23 0 2017 The Travelers Indemnity Company. All rights reserved. CG Tl BO 02 19
Includes copyrighted material of Insurance Services Office. Inc. with its permission
COMMERCIAL GENERAL LIABILITY
(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.
6. 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";
(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
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;
(11) 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.
insured's own cost, voluntarily make
(3) Notice to us of such "occurrence"
a payment, assume any obligation, or
or offense will be deemed to be
incur any expense, other than for first
given as soon as practicable if it
aid, without our consent.
is given in good faith as soon as
e. The following provisions apply to
practicable to your workers'
Paragraph a above, but only for
compensation insurer. This applies
purposes of the insurance provided
only if you subsequently give
notice to us of the "occurrence"
under this Coverage Part to you or
or offense as soon as practicable
any insured listed in Paragraph 1, or
after an of the y persons described
2. of Section II - Who Is An Insured;
in Paragraph e.(1) or (2) above
(1) Notice to us of such "occurrenc(RfVIEWED&AV hat the "occurrence" or
or offense must be given as so* Risk MANAGEM� �f Vlsl ay result in sums to
?Re insurance
as practicable only after the
Wf>I provided
"occurrence" or offense is known
under this Coverage Part may
JUN
to you (if you are an individual),
0 I wv
any of your partners or members
who is an individual (if you are
ANgiE ACEVEdO
CG T1 00 02 19 O 2017 The Travelers Indemnity Company. All rights reserved Page 15 of 23
Includes copyrighted material of Insurance Services Office. Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
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 Os
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
Is. To sue us on this Coverage Part
unless all of its terms have been
fully complied with.
A person or organization may sue us to
recover on an agreed settlement or on a
final judgment against an insured; but we
will not be liable for damages that are
not payable under the terms of this
Coverage Part or that are in excess of
the applicable limit of insurance. An
agreed settlement means a settlement
and release of liability signed by us, the
insured, and the claimant or the
claimant's legal representative.
4. Other Insurance
If 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
Ill. 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:
10 Another insurance company;
1110Any risk retention group; or
liv) 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 It. 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";
00 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;
00 Us or any
of our affiliated insurance
(iv)That is insurance
available
c
companies,
cumulation
except when the Non
of Each Occurrence Limit
to a premises
owner,
provision of
Paragraph 5. of Section
m
manager lessor
qualifies as an
a
that
insured
III - Limits
cumulation
Of Insurance or the Non
of Personal REVIEWED & APP *D Paragraph
4.
Advertising
and
Injury Limit provision of
in II Who
MANAGEMENTred
n
is An
By
RISK except
when
Paragraph 4.
of Section III -Limits Of
III. below
applies;
Insurance
applies because the
JUN ZOZparagraph
lb
Amendment
- Non Cumulation Of
Each Occurrence Limit Of Liability
insurance
available
And Non Cumulation Of Personal And
rtn an equipment lessor that
Advertising
Injury Limit endorsement
ANCgIE QCEVECq�alifies as an
4under
insured
is included
in this policy;
Paragraph 5. of
Section
Page 16 of 23 ® 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
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.
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.
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.
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;
If any of the other insurance does b. Those statements are based upon
not permit contribution by equal representations you made to us; and
shares, we will contribute by IimitREVIEWID1 a[vQQYsthis policy
Under this method, each insurer'By Risk MAnapryftfrVd�ivi6Oftesenta ionsIn reliance
share is based on the ratio of its
applicable limit of insurance to the d
total applicable limits of insurance of JU�ip{y 2020
all insurers. �/ 1�11
ANGiE AcEVEdo
CIS T1 BB 02 19 0 2017 The Travelers Indemnity Company. All rights reserved. Page 17 of 23
Includes copyrighted mrierial of Insurance services Office, Inc, with its permission.
COMMERCIAL GENERAL LIABILITY
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
Ill. 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.
S. 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:
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 organ-
ization'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".
It. Includes "bodily injury" caused by
one or more of the offenses described
in Paragraph a above.
3. "Auto" means:
IL A land motor vehicle, trailer or
semitrailer designed for travel on
public roads, including any attached
machinery or equipment; or
Ill. 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
a Notices that are published include mobile equipment".
material placed on the Internet or on 4. "Bodily
ry" means:
similar electronic means of PpC1
communication; and REVIEWED & 1 k harm, including sickness or
b. Regarding websites, only that �Rl.l._(y1ANAGEMEN&e, sustained by a person; or
a website that is about your good�st,ftntal anguish, injury or illness, or
products or services for the purpose40ionaI distress, resulting at any
of attracting customers or supporters m such physical harm,
is considered an advertisement. ass c disease.
Page 18 of 23 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. "Broadcasting" means transmitting any
9. "Executive officer" means a person
audio or visual material for any purpose:
holding any of the officer positions
a By radio or television; or
created by your charter, constitution,
bylaws or any other similar governing
Ill. In, by or with any other electronic
document.
means of communication, such as the
10. "Good Samaritan services" means any
Internet, if that material is part of:
emergency medical services for which no
(1) Radio or television programming
compensation is demanded or received.
being transmitted;
11. "Hostile fire" means a fire which
(2) Other entertainment, educational,
becomes uncontrollable or breaks out
instructional, music or news
from where it was intended to be.
programming being transmitted; or
12. "Impaired property" means tangible
(3) Advertising transmitted with any
property, other than "your product" or
of such programming.
your work", that cannot be used or is
less useful because:
6. "Coverage territory" means:
a It incorporates "your product" or
a The United States of America
your work" that is known or thought
(including its territories and
to be defective, deficient, inadequate
possessions), Puerto Rico and Canada;
or dangerous; or
IL International waters or airspace, but
b. You have failed to fulfill the terms
only if the injury or damage occurs
of a contract or agreement;
in the course travel or
transportation between any places
en
if such property can be restored to use
P P Y
included in Paragraph a above; or
by the repair, replacement, adjustment or
removal of "your product" or "your
C. All other parts of the world if the
work" or your fulfilling the terms of the
injury or damage arises out of:
contract or agreement.
(1) Goods or products made or sold
13. "Insured contract" means:
by you in the territory described
A
in Paragraph a above;
a contract for a lease of remises.
P
However, that portion of the contract
(2) The activities of a person whose
for a lease of premises that
home is in the territory described
indemnifies any person or
in Paragraph a above, but is away
organization for "premises damage"
for a short time on your business;
is not an "insured contract";
or
b. A sidetrack agreement;
(3) "Personal and advertising injury"
offenses that take place through
C. Any easement or license agreement,
the Internet or similar electronic
except in connection with
means of communication;
construction or demolition operations
on or within 50 feet of a railroad;
provided the insured's responsibility to
pay damages is determined in a "suit"
d An obligation, as required by
on the merits in the territory described
ordinance, to indemnify a
in Paragraph a above, or in a settlement
municipality, except in connection
we agree to.
with work for a municipality;
7. "Electronic data" means information,
a. An elevator maintenance agreement;
facts or programs stored as or on,
F. That part of any other contract or
created or used on, or transmitted to or
agreement pertaining to your business
from computer software (including
(including an indemnification of a
systems and applications software), hard
municipality in connection with work
or floppy disks. CD-ROMs, tapes, drives,
performed for a municipality) under
cells, data processing devices or any
which you assume the tort liability of
other media which are used with
another party to pay for "bodily
electronically controlled equipment. REVIEWED&Ap
"property damage" or
UAD
injury" to a third person or
8. "Employee" includes a "leased wRiNRiskMnNp
"Employee" does not include a
EntE
G nTr�viitgtjon. Tort liability means a
"temporary worker". At
liability that would be imposed by
'MUN {)1 Z� in the absence of any contract or
t 6�Feement.
ANGk ACEVECIO
CIS T1 00 02 19 O 2017 The Travelers Indemnity
Company. All rights reserved Page 19 of 23
Includes copyrighted material of Insurance services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
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 con-
struction 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
Od 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
r- While it is being moved from an
aircraft, watercraft or "auto" to the
place where it is finally delivered;
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;
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 tL 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, geo-
physical 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, h., 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
(e) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck
chassis and used to raise or lower
but "loading or unloading" does not workers; and
include the movement of propertyy b�y
means of a mechanical deviceQEV IZED & APP"ED compressors, pumps and
than a hand truck, that is not attaB� SkWANAGEmenT DitQsPii �rators, including spraying,
the aircraft, watercraft or "auto we ing, building cleaning, geo
physical exploration, lighting and
J N iE
2020 well servicing equipment.
Page 20 of 23 O 2017 The Travelers I AcEvEdo
em��nly Company.All rights reserved. CO T1 00 02 19
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
However, "mobile equipment" does not
(b) Unreasonably places a person
include any land vehicle that is subject
in a false light.
to a compulsory or financial
responsibility law, or other motor vehicle
b. Includes "bodily injury" caused by
insurance law, where it is licensed or
one or more of the offenses
principally garaged. Such land vehicles
described in Paragraph a. above.
are considered "autos".
20."Pollutants" mean any solid, liquid,
17. "Occurrence" means:
gaseous or thermal irritant or
contaminant, including smoke, vapor,
e An accident, including continuous or
soot, fumes, acids, alkalis, chemicals and
repeated exposure to substantially the
waste. Waste includes materials to be
same general harmful conditions; or
recycled, reconditioned or reclaimed.
b. An act or omission committed in
21. "Premises damage" means:
providing or failing to provide first
aid or "Good Samaritan services" to
a With respect to the first paragraph of
a person, unless you are in the
the exceptions in Exclusion 1. of
business or occupation of providing
Section I - Coverage A - Bodily
professional health care services.
Injury And Property Damage Liability,
18. "Personal and advertising injury" means
"property damage" to any premises
while rented to you for a of
"personal injury" or "advertising injury".
period
seven or fewer consecutive days,
19. "Personal injury":
including the contents of such
premises; or
a. Means injury, other than "advertising
injury", caused by one or more of
6. With respect to the exception to
the following offenses:
Exclusions c, through n. in the last
paragraph of Paragraph 2. of Section
(1) False arrest, detention or
I - Coverage A - Bodily Injury And
imprisonment;
Property Damage Liability, "property
(2) Malicious prosecution;
damage" to any premises while
rented to you for a period of more
(3) The wrongful eviction from,
than seven consecutive days, or while
wrongful entry into, or invasion of
temporarily occupied by you with
the right of private occupancy of
permission of the owner, caused by:
a room, dwelling or premises that
(1) Fire;
a person occupies, provided that
the wrongful eviction, wrongful
(2) Explosion;
entry or invasion of the right of
(3) Lightning;
private occupancy is committed
by or on behalf of the owner,
landlord or lessor of that
(4) Smoke resulting from fire,
room,
dwelling or premises;
explosion or lightning; or
(4) Oral or written publication,
(5) Water.
including publication by electronic
But "premises damage" under this
means, of material that slanders
Paragraph b. does not include
or libels a person or organization
"property damage" to any premises
or disparages a person's or
caused by:
organization's goods, products or
(1) Rupture,
services, provided that the claim
bursting, or operation of
is made or the "suit" is brought
pressure relief devices;
by a person or organization that
(2) Rupture or bursting due to
claims to have been slandered or
libeled, or that claims to have had
expansion or swelling of the
its goods, products or services
contents of any building or
structure caused by or resulting
disparaged; or
from water; or
(5) Oral or written publication,
(3) Explosion of steam boilers, steam
including publication by electronic
pi pas, steam engines or steam
means, of material that:
RE"'WEDA,tP-�PRp
iftnes.
(a) Appropriates a person'o
�el1lAN
mpglif6gompleted operations hazard":
voice, photograph or II e
or Aa. Includes all "bodily injury" and
JUN Q�120�roperty damage" occurring away
vim-(
om premises you own or rent and
ANq{IE ACEVECIO
CG T7 00 02 19 9 2017 The Travelers indemnity
Company. All rights reserved Page 21 of 23
Includes copyrighted materiat of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
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;
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.
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.
(2) The existence of tools, uninstalled
28. "Unsolicited communication" means any
equipment or abandoned or unused
communication, In any form, that the
materials; or
recipient of such communication did not
(3) Products or operations for which
specifically request to receive.
the classification, listed in the
29. "Volunteer worker" means a person who
Declarations or in a policy
is not your "employee", and who
Schedule, states that products-
donates his or her work and acts at the
completed operations are subject
direction of and within the scope of
to the General Aggregate Limit.
duties determined by you, and is not
23. "Property damage" means:
paid a fee, salary or other compensation
by you or anyone else for their work
a Physical injury to tangible property,
performed for you.
including all resulting loss of use of
30. "Your product':
that property. All such loss of use will
be deemed to occur at the time of *V1EWE1i&WQ940VE1)
physical injury that caused it; or By Risk MANAgfMEN DiV9 ods
or products, other than
Ill. Loss of use of tangible property that
r�Jj property, manufactured, sold,
is not physically injured. All such loss
ll 1 2i� led, distributed or disposed of
of use will be deemed to occur at the
by:
ANGIE ACEVEdo
Page 22 of 23 ® 2017 The Travelers Indemnity
Company. All rights reserved. CO T1 00 02 19
Includes copyrighted material of Insurance
Services Office, Inc. with its permission.
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, perfor-
mance 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.
REVIEWED & APPROVED
By Risk MANAGEMENT DiVBION
x1 2020
ANgiE ACEVEdo
CG T1 00 02 19 O 2017 The Travelers Indemnity Company. All rights reserved Page 23 of 23
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
The following is added to the Paragraph A.t.c., Who
h An Insured, of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:
Any person or organization who is required under a
written contract or agreement between you and that
person or organization, that is signed and executed
by you before the "bodily injury' or "property damage"
occurs and that is in effect during the policy period, to
be named as an additional insured is an "insured" for
Covered Autos Liability Coverage, but only for dam-
ages to which this insurance applies and only to the
extent that person or organization qualifies as an "in-
sured" under the Who Is An Insured provision con-
tained in SECTION II.
REVIEWED & APPROVED
By Risk MANAGEMENT DIVISION
JU%T0
Ahli ACEVEdO
CA T4 37 02 15 02015 The Travelers Indemnity Comrwrry. AN rigMa mserved. Page 1 of 1
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
The following replaces Paragraph A.S., Transfer of required of you by a written contract executed
Rights Of Recovery Against Others To Us, of the prior to any "accident" or "loss", provided that the
CONDITIONS Section: "accident" or "loss" arises out of the operations
S. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap-
ers To Us plies only to the person or organization desig-
We waive any right of recovery we may have nated in such contract.
against any person or organization to the extent
REVIEWED & APPROVED
By Risk MANAGEMENT DIVISION
JU 2020
ANgiE ACEVEdO
CA T3 40 02 15 ® 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1
Includes copynghted material of Insurance Services Office, Inc. with its permission.
CYBERFIRST
CYBERFIRST NETWORK AND INFORMATION SECURITY
LIABILITY COVERAGE FORM
THIS INSURANCE PROVIDES CLAIMS -MADE COVERAGE.
DEFENSE EXPENSES WILL BE APPLIED AGAINST THE RETENTION.
DEFENSE EXPENSES ARE PAYABLE WITHIN AND ARE NOT IN
ADDITION TO, THE LIMITS OF INSURANCE. PAYMENT OF
DEFENSE EXPENSES WILL REDUCE, AND MAY EXHAUST, THE
LIMITS OF INSURANCE.
PLEASE READ THE ENTIRE FORM CAREFULLY.
Various provisions in this coverage form
restrict coverage. Your CyberFirst General
Provisions Form also contains provisions
that apply to this form, including provisions
explaining who is insured under this form
and the limits of insurance and retention
that apply to the insurance provided under
this form. 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 CyberFirst Declarations, and any other
person or organization qualifying as a
Named Insured under this policy. The words
"first Named Insured" refer to the Named
Insured listed first in Item 1. of the
CyberFirst Declarations. 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 in your
CyberFirst General Provisions Form.
The words "policy period" mean the Policy
Period for the CyberFirst Network And
Information Security Liability Coverage
Form shown in the CyberFirst Declarations.
Other words and phrases that appear in
quotation marks have special meaning.
Refer to Section 11 - Definitions in this
form and Section VII - Definitions in your
CyberFirst General Provisions Form.
which this insurance applies that
exceed the applicable retention, only
if:
(1) The loss is caused by a "network
and information security wrongful
act" committed anywhere in the
world;
(2) The "network and information
security
wrongful act" was
committed
on or after the
Network And
Information Security
Retroactive
Date shown in the
CyberFirst
Declarations and before
the end of
the policy period; and
(3) A "claim"
or "suit" that seeks
"damages"
because of the loss is
first made
or brought against any
insured,
in accordance with
Paragraph
d. below, during the
policy period
or any Extended
Reporting Period we provide under
Section VI
- Extended Reporting
Periods in
your CyberFirst General
Provisions
Form.
It. Each "network and information
security wrongful act" in a series of
"related" "network and information
security wrongful acts" will be
deemed to have been committed on
the date the first "network and
information security wrongful act" in
that series is committed.
SECTION 1 — NETWORK AND INFORMATION c. If no Network And Information
SECURITY LIABILITY COVERAGE Security Retroactive Date tshown in
the CyberFirst Declarations, the
1. Insuring Agreement Network And Information Security
Retroactive Date will be deemed to
The amount we will pay for "damagWkVIEWED & AQ (yM day of the policy period.
and described in Section expenses"isIs Limited ts Ba tlsk ManArEAEM73i��} y or "suit" that seeks
Insurance in your CyberFirst General damages will be deemed to have
Provisions Form. JUN" r of the following times:
first made or brought at the
a We will pay those sums that staa�
insured becomes legally obligated tom '1 -�,-`lbetL-.any "described authorized
pay as "damages" because of loss to ANCfIEACEVE(Mrson" first receives written
PR T7 03 01 17 O 2016 The Trwelers Indemnity Company. All rights reserved. Page 1 of 4
Includes copyrighted niiterial of Insurance Services Office, Inc. with its permission.
CYBERFIRST
notice of such "claim" or "suit";
or
(2) When we first receive written
notice:
(a) Of such "claim" or "suit": or
(b) From any insured of a specific
"network and information
security wrongful act" that
caused the loss which resulted
in such "claim" or "suit".
All "claims" or "suits" that seek
"damages" because of loss caused
by the same "network and
information security wrongful act" or
"related" "network and information
security wrongful acts" will be
deemed to have been first made or
brought at the time the first of those
"claims" or "suits" is made or
brought against any insured.
e. A "claim" or "suit" that seeks
"damages" will be deemed to have
been first made or brought at the
time we receive written notice from
any insured of a specific "network
and information security wrongful
act' only if that notice contains all
of the following information:
(1) How, when and where the
"network and information security
wrongful act" was committed,
(2) A description of what happened;
(3) A description of what "damages"
may result;
(4) The identity of the person or
organization that may make a
"claim" or bring a "suit"; and
(5) The identity of each insured that
committed the "network and
information security wrongful
act".
Notice to us that:
(1) All or part of one or more of
any insured's acts or omissions
may in the future be discovered
to be a "network and information
security wrongful act"; or
coverage provided under this form.
These exclusions apply in addition to the
exclusions in Paragraphs 2. and 3. of
Section 1 - Coverage in your CyberFirst
General Provisions Form.
This insurance does not apply to:
a Bodily Injury
Loss arising out of physical harm,
including sickness or disease,
sustained by a person.
b. Claims Or Suits By Insureds Against
Insureds
Loss for which a "claim" is made or
"suit" is brought by or on behalf of
any current or former insured against
any current or former insured.
This exclusion does not apply to any
"claim" made or "suit" brought by:
(1) Any person or organization that:
(a) Is an insured under Paragraph
5. of Section II - Who Is An
Insured in your CyberFirst
General Provisions Form; or
(b) Has been added as an
additional insured by
attachment of an endorsement
under this policy; or
(2) Your current or former
"employee" for failure to prevent
unauthorized access to, or use of,
data containing private or
confidential information of such
"employee", but only if such
"employee" did not commit or
participate in the failure to
prevent such unauthorized access
or use.
C. Expected Or Intended Failure To Provide
Access
Loss arising out of any failure to
provide access to your web -site or
"your computer or communications
network" that was expected or
intended by the insured.
This exclusion does not apply if the
failure to provide access occurred
because you suspended your web -site
(2) Any insured may in the future r computer or communications
receive written notice RRIEWED & APPIUM to mitigate loss arising out
network and information ®®aEa7t ANAGEMENT kWiSION
wrongful act", "claim" or s11it ,
11 A "computer virus" that infected
is not notice of a specific "netwocN 202 your web -site or "your computer
and information security wrongful act". or communications network";
2. Exclusions ANC{IE ACEVEJ'911 A "denial of service attack"; or
d
The following exclusions apply to the (3) An unauthorized breach of your
Page 2 of 4 0 2016 The Travelers Indemnity Company. All rights reserved PR T1 03 01 17
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
CYBERFIRST
web -site or "your computer or
or computer operating system or related
communications network" that
network.
prevented "authorized users" from
3. "Denial
accessing such web -site, or
of service attack" means an
computer or communications net-
intentional attack on a web -site or a
work.
computer or communications network for
the purpose of nuisance, sabotage or
d. Intellectual Property
malicious tampering that has the effect
Loss arising out of any actual or
of
alleged infringement or violation of
a Depleting system resources available
any of the following rights or laws:
through the Internet to "authorized
(1) Copyright;
users" of your web -site or "your
computer or communications
(2) Patent;
network"; or
(3) Trade dress;
b. Impeding access of "authorized
users" to your web -site or "your
(4) Trade name;
computer or communications net-
(5) Trade secret;
work".
(6) Trademark; or
4. "Identity information" means any of the
following information concerning a person:
(7) Other intellectual property rights
laws.
a Nonpublic personal information as
or
defined in the Gramm -Leach Bliley
e. Internet Service Interruption
Act of 1999, or any of its
Loss arising out of an Internet
amendments, or any regulation issued
service interruption or failure.
pursuant to such Act;
This exclusion does not apply if such
It. Medical or health care information,
including protected health Information
i
interruption or failure was caused by
as defined in the Health Insurance
you.
Portability and Accountability Act of
I. Privacy Related
1996, or any of its amendments, or
any regulation issued pursuant to
Loss arising out of disclosure or use
such Act;
of material that:
C. Personal information that is protected
(1) Appropriates a person's name,
from unauthorized access or
voice, photograph or likeness; or
acquisition under any other local,
(2) Unreasonably places a person in a
state, federal or foreign law or
false light.
regulation; or
g. Property Damage
d. A driver's license or state
identification number; social security
Loss arising out of physical damage
number; unpublished telephone
to tangible property of others,
number; or credit, debit or charge
including all resulting loss of use of
card number, or other financial
that property.
account number and any security
For the purposes of this insurance,
code, access code, password or PIN
number associated with such credit,
data, including information, facts or
debit or charge card number or other
programs in any electronic or other
financial account number.
format, is not tangible property.
SECTION 11 —DEFINITIONS
S. "Identity information provision" means
"privacy
any provision in your policy"
1. "Authorized user" includes your
that:
customer, supplier or supporter. IR�F
2. "Computer virus" means maliciQ(t§gl!E
,,,errr���mmmts or prohibits wrongful or
APP orcollection of "identity
that is Introduced through your e t aNn
eMeNt
or "your computer or communicatlor,}stN
network". Once introduced, such coodd6�l
y,2Tequires notice to a person of the
th ollection or use of "identity
may destroy, alter, contaminate or.
information";
degrade the integrity, qua '
----
performance of data of any compuAIlggiEACEPFMrovides a person the ability to
application software, computer network,
agree to or withhold permission for
PR T1 03 01 17 O 2016 The Travelers Indemnity Company. All rights reserved Page 3 Of 4
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
CYBERFIRST
the collection or use of "identity
d. Failure to provide notification of any
information";
actual or potential unauthorized
d Prohibits or restricts the disclosing,
access to, or use of, data containing
sharing or selling of "identity
private or confidential information of
"security
information",
others as required by any
breach notification law" that applies
e. Requires the correction of incomplete
to you.
or inaccurate "identity information"
e. Failure to comply with any "identity
after such request is made to you; or
information provision" in your
f. Mandates procedures and require-
"privacy policy".
ments to prevent the loss of
"Privacy policy" means any publicly
identity information".
available written document that sets
6. "Network and information security
forth your policies, standards, or
wrongful act" means any of the
procedures for the collection, use and
following committed by or on behalf of
disclosure of "identity information".
an insured in the conduct of your
g.
"Security breach notification law" means
business:
any law or regulation that requires an
a. Failure to prevent the transmission of
organization to notify persons that their
a "computer virus".
nonpublic personal information was or
may have been accessed or acquired
h. Failure to provide any "authorized
without their authorization.
user" of your web -site or "your
computer or communications net-
9.
"Your computer or communications
work" with access to such web -site
network" means any computer or
or such computer or com-munications
communications network that you:
network.
a. Rent, lease, license or borrow from
C. Failure to prevent unauthorized access
others; or
to, or use of, data containing private
h. Own or operate.
or confidential information of others,
including such data which is stored,
maintained or processed on an
insured's behalf pursuant to a written
contract or agreement.
REVIEWED & APPROVED
By Risk MANAGEMENT DiVisiON
JW020
ANGIE ACEVEdC
Page 4 of 4 0 2016 The Travelers Indemnity Company. All rights reserved. PR T1 03 01 17
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
TRAVELERS lWORKERS COMPENSATION
AND
ONE TOWERSQUARE
aARTFORDAD, CT 06183 EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 00 03 13 (00)-01
POLICYNUMBER: (UB87755123)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
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.)
This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.
SCHEDULE
DESIGNATED PERSON:
DESIGNATED ORGANIZATION:
ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED
BY WRITTEN CONTRACT EXECUTED PRIOR TO LASS TO FURNISH THIS
WAIVER.
REVIEWED & APPRt;YcD
By Risk MANAGEMENT Divisir,:;
JUN 020
ANGIE ACEVEdO
DATE OF ISSUE: 1-2-20 STASSIGN: